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2025-08-19 - AGE - City Council Regular Meeting August 19, 2025 — 6:30 PM Golden Valley City Hall Council Chambers 1.Call to Order 1A.Pledge of Allegiance and Land Acknowledgement 1B.New Employee Introductions 2.Additions and Corrections to Agenda 3.Consent Agenda Approval of Consent Agenda - All items listed under this heading are considered to be routine by the City Council and will be enacted by one motion. There will be no discussion of these items unless a Council Member so requests in which event the item will be removed from the general order of business and considered in its normal sequence on the agenda. 3A.Approval of City Council Meeting Minutes 3B.Approval of City Check Registers 3C.Licenses: 3C.1.Approve 2025-2026 New/Used Vehicle Dealer License Renewals 3C.2.Adopt Resolution No. 25-077 Granting Local Approval for a Gambling Premises Permit for Chester Bird American Legion Post 523 to Conduct Lawful Gambling at Their New Location of 8900 Golden Valley Road 3C.3.Approve Club On-Sale Intoxicating Liquor and Sunday Sale License - Chester Bird American Legion Post 523, 8900 Golden Valley Road 3D.Bids, Quotes, and Contracts: 3D.1.Approve Contract for Sidewalk Repairs with Safe Step, LLC 3D.2.Approve Contract For Local Improvement of Brookview Park Tennis to Pickleball Repair and Conversion with Court Surfaces and Repair 3D.3.Approve Solar Purchase Agreement with Apadana, LLC for Rooftop Solar on Brookview 3D.4.Approve Professional Services Amendment #2 with Bolton & Menk for 2025 Mill and Overlay (Proj. #24-07) CITY COUNCIL REGULAR MEETING AGENDA Members of the public may attend this meeting in-person, by watching on cable channel 16, or by streaming on CCXmedia.org. The public can make in-person statements during public comment sections, including the public forum beginning at 6:20 pm. Individuals may provide public hearing testimony remotely by emailing a request to the City Clerk's office at cityclerk@goldenvalleymn.gov by 3 p.m. on the day of the meeting. City of Golden Valley City Council Regular Meeting August 19, 2025 — 6:30 PM 1 3D.5.Approve Purchase of Site License and Configuration Services for Upgrade to Laserfiche Cloud with OPG-3, Inc. 3D.6.Approve Accela and DigEplan Agreements with LOGIS 3D.7.Approve Agreement with Envisio for Project Dashboards 3E.Grants and Donations: 3E.1.Adopt Resolution No. 25-078 Accepting a Donation for a Golf Bench to be Located on Brookview Golf Course from the Family of Jim Thomas and Vidal Guzman 3F.Adopt Resolution No. 25-079 Setting a Public Hearing for a Right-of-Way Vacation at 4300 Olson Memorial Highway 4.Public Hearing - None. 5.Old Business - None. 6.New Business 6A.Review of Council Calendar 6B.Mayor and Council Communications 1. Other Committee/Meeting updates 7.Adjournment City of Golden Valley City Council Regular Meeting August 19, 2025 — 6:30 PM 2 EXECUTIVE SUMMARY City Manager's Office 763-512-2345 / 763-512-2344 (fax) Golden Valley City Council Meeting August 19, 2025 Agenda Item 1B. New Employee Introductions Prepared By Sara Kasel, Management Fellow Summary This meeting will include the following new employee introductions: Police Support Services Supervisor, Brittany Froberg, will introduce Katie Rodmyre, Police Office Assistant. Police Support Services Supervisor, Brittany Froberg, will introduce Nicole Smith, Administrative Assistant. Legal Considerations Legal review is not required on this item. Equity Considerations Equity review is not required on this item. Recommended Action No action is required on this item. 3 EXECUTIVE SUMMARY Legal 763-512-2345 / 763-512-2344 (fax) Golden Valley City Council Meeting August 19, 2025 Agenda Item 3A. Approval of City Council Meeting Minutes Prepared By Theresa Schyma, City Clerk Summary The following minutes are available to view on the City's public Laserfiche site : August 6, 2025 Regular City Council Meeting August 12, 2025 Special City Council Closed Session A direct link to the folder with the documents referenced above is: http://weblink.ci.golden-valley.mn.us/WebLink/Browse.aspx? id=1056192&dbid=0&repo=GoldenValley Legal Considerations This item did not require legal review. Equity Considerations This item did not require equity review. Recommended Action Motion to approve City Council meeting minutes as submitted. 4 EXECUTIVE SUMMARY Finance 763-512-2345 / 763-512-2344 (fax) Golden Valley City Council Meeting August 19, 2025 Agenda Item 3B. Approval of City Check Registers Prepared By Jennifer Hoffman, Assistant Finance Director Summary Approval of the check register for various vendor claims against the City of Golden Valley. Document is located on city website at the following location: http://weblink.ci.golden- valley.mn.us/WebLink/Browse.aspx?id=1060600&dbid=0&repo=GoldenValley The check register(s) for approval: 08-06-2025 Check Register 08-13-2025 Check Register Financial or Budget Considerations The check register is attached with the financing sources at the front of the document. Each check has a program code(s) where it was charged. Legal Considerations Not Applicable Equity Considerations Not Applicable Recommended Action Motion to authorize the payment of the bills as submitted. 5 EXECUTIVE SUMMARY Legal 763-512-2345 / 763-512-2344 (fax) Golden Valley City Council Meeting August 19, 2025 Agenda Item 3C.1. Approve 2025-2026 New/Used Vehicle Dealer License Renewals Prepared By Theresa Schyma, City Clerk Summary As per City Code, some businesses are required to be licensed by the City. Listed below are the new/used vehicle dealer businesses that are due for renewal for the 2025-2026 license period. The following establishments meet City Code requirements for the renewal of their license and staff is recommending approval contingent upon the successful completion of all required paperwork and receipt of payment. Licensee DBA Address ABC Cars and Leasing LLC ABC Cars and Leasing 1200 Mendelssohn Avenue Borton Volvo, Incorporated Borton Volvo Cars 905 Hampshire Avenue South Jaguar/Landrover Minneapolis Jaguar/Landrover Minneapolis 8905 Wayzata Boulevard Jim Lupient Company Lupient Buick, GMC 7100 Wayzata Boulevard Jim Lupient Infiniti Jim Lupient Infiniti 7200 Wayzata Boulevard Lithia Motors, Inc. Audi Minneapolis 9393 Wayzata Boulevard Lithia Motors, Inc. Porsche of Minneapolis 9595 Wayzata Boulevard Lithia Motors, Inc. Twin Cities Performance 9191 Wayzata Boulevard Morrie's Luxury Auto LLC Morrie's Luxury Auto 7300 Wayzata Boulevard Morrie's Golden Valley Cadillac Morrie's Golden Valley Cadillac 7400 Wayzata Boulevard Northern Hospitality LLC Minnesota Auto Sales 2420 Nevada Avenue North Poquet Auto Sales, Incorporated Poquet Auto Sales 800 Lilac Drive North Rudy Luther Toyota Rudy Luther Toyota 8805 Wayzata Boulevard Tesla, Inc. Tesla - Golden Valley 700 Ottawa Avenue Financial or Budget Considerations Fees received for license renewals are budgeted and help to defray costs the City incurs to administer and enforce license regulations and requirements. No licenses are issued until payment is received in 6 full. Legal Considerations Legal review was not needed as this item falls under the general course of business for the City Clerk's office. Equity Considerations Equity review was not needed as this item falls under the general course of business for the City Clerk's office. Recommended Action Motion to authorize the renewal of the above New/Used Vehicle Dealer Licenses for a period of September 1, 2025 through August 31, 2026, contingent upon the successful completion of all required paperwork and receipt of payment. 7 EXECUTIVE SUMMARY Legal 763-512-2345 / 763-512-2344 (fax) Golden Valley City Council Meeting August 19, 2025 Agenda Item 3C.2. Adopt Resolution No. 25-077 Granting Local Approval for a Gambling Premises Permit for Chester Bird American Legion Post 523 to Conduct Lawful Gambling at Their New Location of 8900 Golden Valley Road Prepared By Theresa Schyma, City Clerk Summary Chester Bird American Legion Post 523 has submitted a request for local approval for a gambling premises permit to conduct lawful gambling within city limits at their new location of 8900 Golden Valley Road. Currently the club has been conducting lawful gambling at their current location of 200 Lilac Drive North but will be ending their activities on Sunday, August 17 as they complete renovations and move to their new location. Chester Bird American Legion Post 523 is requesting to begin conducting lawful gambling activities on the premises once their new location is ready to open. There will not be any overlap in gambling activities so only one location will be conducting gambling at a time. As per State Statute organizations that would like to conduct ongoing gambling activities throughout the year at a specific premises must submit a request for local approval by resolution. After receiving local approval, the Minnesota Gambling Control Board will then be able to consider the application for a gambling premises permit within the City limits. The City Clerk is recommending approval contingent upon the successful completion of all required paperwork, payment of all license and permit fees, approval of the City Building Official, and issuance of a certificate of occupancy when all associated permits are completed and closed. Financial or Budget Considerations Fees received are budgeted and help to defray costs the City incurs to administer and process gambling premises permits. Documentation of local approval is not issued until payment is received in full. Legal Considerations The City Clerk reviews the applications to ensure that all documents are in order and complete. Equity Considerations Equity review was not needed as this item falls under the general course of business for the City 8 Clerk's office. Recommended Action Motion to adopt Resolution No. 25-077 granting local approval for a Gambling Premises Permit for Chester Bird American Legion Post 523 to conduct lawful gambling at their new location of 8900 Golden Valley Road, contingent upon the successful completion of all required paperwork, payment of all license and permit fees, approval of the City Building Official, and issuance of a certificate of occupancy when all associated permits are completed and closed. Supporting Documents Resolution No. 25-077 - Gambling Premises Permit - Chester Bird American Legion Post 523 - 8900 Golden Valley Road 9 RESOLUTION NO. 25-077 RESOLUTION APPROVING PREMISES PERMIT FOR CHESTER BIRD AMERICAN LEGION POST 523 TO CONDUCT LAWFUL GAMBLING AT THEIR NEW LOCATION OF 8900 GOLDEN VALLEY ROAD WHEREAS, pursuant to Minnesota Statutes Chapter 349, the State regulates and licenses lawful gambling within the State; and WHEREAS, local approval by resolution is required for a gambling premises located within city limits in order for the Minnesota Gambling Control Board to issue a premises permit; and WHEREAS, Chester Bird American Legion Post 523 has submitted a request for local approval for a gambling premises permit to conduct lawful gambling within city limits; and WHEREAS, the gambling premises will be located at Chester Bird American Legion Post 523, 8900 Golden Valley Road, Golden Valley, MN 55427 and no other organization will be conducting gambling at this site. NOW THEREFORE BE IT RESOLVED, that the City Council for the City of Golden Valley does hereby grant local approval for a Gambling Premises Permit for Chester Bird American Legion Post 523 to conduct lawful gambling at their new location of 8900 Golden Valley Road, Golden Valley, MN 55427. Adopted by the City Council of Golden Valley, Minnesota this 19th day of August, 2025. _____________________________ Roslyn Harmon, Mayor ATTEST: _____________________________ Theresa Schyma, City Clerk 10 EXECUTIVE SUMMARY Legal 763-512-2345 / 763-512-2344 (fax) Golden Valley City Council Meeting August 19, 2025 Agenda Item 3C.3. Approve Club On-Sale Intoxicating Liquor and Sunday Sale License - Chester Bird American Legion Post 523, 8900 Golden Valley Road Prepared By Theresa Schyma, City Clerk Summary Chester Bird American Legion Post 523 is closing their current location at 200 Lilac Drive North in preparation to open their new location at 8900 Golden Valley Road, site of the former Red Lobster. The final day of service at the current location is scheduled for Sunday, August 17, 2025. Renovations at the new location are underway. During this time of transition the club is getting all of their paperwork in order so that they can open as soon as practicable after renovations are complete. The City Clerk is working with staff at the State's Alcohol and Gambling Enforcement Division to ensure all necessary documents are in order for this location change. The Golden Valley Police Department completed the necessary background investigations during the recent renewal period in June so new investigations are not required at this time. The City Clerk is recommending approval contingent upon the successful completion of all required paperwork, payment of all license and permit fees, approval of the City Building Official, and issuance of a certificate of occupancy when all associated permits are completed and closed. The new license will be effective through June 30, 2026. Financial or Budget Considerations Fees received are budgeted and help to defray costs the City incurs to administer and process licenses. No licenses are issued until payment is received in full. Legal Considerations The City Clerk reviews the applications and ensures that all required documentation, including insurance, is properly delivered to the State's Alcohol and Gambling Enforcement Division for further processing and approval. Equity Considerations Equity review was not needed as this item falls under the general course of business for the City Clerk's office. 11 Recommended Action Motion to approve a Club On-Sale Intoxicating Liquor and Sunday Sale License for Chester Bird American Legion Post 523, 8900 Golden Valley Road for the license period of September 1, 2025 through June 30, 2026, contingent upon the successful completion of all required paperwork, payment of all license and permit fees, approval of the City Building Official, and issuance of a certificate of occupancy when all associated permits are completed and closed. 12 EXECUTIVE SUMMARY Public Works 763-512-2345 / 763-512-2344 (fax) Golden Valley City Council Meeting August 19, 2025 Agenda Item 3D.1. Approve Contract for Sidewalk Repairs with Safe Step, LLC Prepared By Tim Kieffer, Public Works Director Marshall Beugen, Streets and Vehicle Maintenance Superintendent Summary The City contracts trip hazard removals to maintain safe and accessible concrete sidewalks. In addition to pedestrian safety, eliminating trip hazards also improves the safety and efficiency of winter maintenance operations while minimizing wear and tear on sidewalk snow-clearing equipment. Safe Step uses the Precision Concrete Cutting method that refers to the equipment, methods, and dust abatement systems used to perform the work. Financial or Budget Considerations Funding for this project will come from the Street Maintenance Operating Budget (1440.6440) which includes $40,000 for sidewalk shaving. Legal Considerations The proposed contract follows Minn. Stat. § 471.345 Subd. 15 Cooperative purchasing. (a) Municipalities may contract for the purchase of supplies, materials, or equipment by utilizing contracts that are available through the state's cooperative purchasing venture authorized by section 16C.11. For a contract estimated to exceed $25,000, a municipality must consider the availability, price and quality of supplies, materials, or equipment available through the state's cooperative purchasing venture before purchasing through another source. (b) If a municipality does not utilize the state's cooperative purchasing venture, a municipality may contract for the purchase of supplies, materials, or equipment without regard to the competitive bidding requirements of this section if the purchase is through a national municipal association's purchasing alliance or cooperative created by a joint powers agreement that purchases items from more than one source on the basis of competitive bids or competitive quotations. Cooperative Purchasing Connection (CPC) awarded contract #24.4-SST to Safe Step. Equity Considerations Removing trip hazards provides unbiased services and improves mobility safety for pedestrians. This year’s project is in Maintenance District 4, which is on a 5-year rotation. 13 Recommended Action Motion to authorize the Mayor and City Manager to execute the Contract for Sidewalk Repairs with Safe Step, LLC in the form approved by the City Attorney to remove concrete sidewalk trip hazards. Supporting Documents Contract for Sidewalk Repairs with Safe Step, LLC 14 1 CONTRACT FOR SIDEWALK REPAIRS THIS AGREEMENT is made this 19th day of August, 2025 (the “Effective Date”) by and between Safe Step, LLC, a sidewalk repair company located at 1010 Dale Street North, St. Paul, MN 55117 (“Contractor”), and the City of Golden Valley, Minnesota, a Minnesota municipal corporation located at 7800 Golden Valley Road, Golden Valley, MN 55427 (the “City”): RECITALS A. Contractor is engaged in the business of concrete sidewalk cutting. B. The City desires to hire Contractor to remove sidewalk trip hazards. C. Contractor represents that it has the professional expertise and capabilities to provide the City with the requested work. D. The City desires to engage Contractor to provide the work described in this Agreement and Contractor is willing to provide such work on the terms and conditions in this Agreement. NOW, THEREFORE, in consideration of the terms and conditions expressed herein, the City and Contractor agree as follows: AGREEMENT 1. The Work. Contractor shall perform the work more fully described in the attached Exhibit A (the “Work”). The Work includes all work and services required by this Agreement, whether completed or partially completed, and includes all labor, materials, equipment, and services provided or to be provided by Contractor to fulfill Contractor’s obligations. All Work shall be completed according to the specifications set forth in the attached Exhibit B. Contractor shall at all times keep the premises free from accumulation of waste materials and debris caused by Contractor’s operations. 2. Time for Completion. Contractor shall proceed diligently and shall complete the Work to the satisfaction and approval of the City’s Engineer on or before November 26, 2025 (the “Contract Time”). Contractor shall to notify the City in writing of any cause of delay of the Work within 24 hours after such cause of delay arises. If Contractor fails to complete the Work by the Contract Time, the City may immediately, or at any time thereafter, proceed to complete the Work at the Contractor’s expense. If Contractor gives written notice of a delay over which Contractor has no control, the City may, at its discretion, extend the Contract Time. 3. Consideration. The consideration which the City shall pay to Contractor is $49.96 per inch foot, not-to-exceed $40,000.00. The consideration shall be for both the Work performed by Contractor and the expenses incurred by Contractor in performing the Work. Contractor shall submit statements to the City containing a detailed list of project labor and hours, rates, titles, and amounts undertaken by Contractor during the relevant billing period. The City shall pay Contractor within thirty-five (35) days after receiving a statement from Contractor. 15 2 4. Permits. Contractor shall obtain, at its sole cost, all permits required for the performance of the Work. 5. Extra Work. Unless approved by the City in writing, Contractor shall make no claim for extra work done or materials furnished, nor shall Contractor do any work or furnish any materials not covered by the plans and specifications of this Agreement. Any such work or materials furnished by Contractor without written City approval shall be at Contractor’s own risk and expense. Contractor shall perform any altered plans ordered by the City; if such alteration reduces the cost of doing such work, the actual amount of such reduction shall be deducted from the contract price for the Work. 6. Contract Documents. The Contract Documents shall consist of this Agreement; all exhibits to this Agreement, which are incorporated herein by reference; any supplementary drawings, plans, and specifications; and other documents listed herein. In the event of a conflict among the various provisions of the Contract Documents, the terms shall be interpreted in the following order of priority: a. Modifications to this Agreement b. This Agreement, including all exhibits c. Supplementary drawings, plans, specifications d. Other documents listed in this Agreement Drawings shall control over Specifications, and detail in drawings shall control over large-scale drawings. All capitalized terms used and not otherwise defined in this Agreement, but defined elsewhere in the Contract Documents, shall have the meaning set forth in the Contract Documents. 7. Expense Reimbursement. Contractor shall not be compensated separately for necessary incidental expenses. All expenses of Contractor shall be built into Contractor’s fixed compensation rate, unless reimbursement is provided for an expense that received the prior written approval of the City, which approval may be provided via electronic mail. 8. Approvals. Contractor shall secure the City’s written approval before making any expenditures, purchases, or commitments on the City’s behalf beyond those listed in the Work. The City’s approval may be provided via electronic mail. 9. Protection of Persons and Property. Contractor shall be responsible for initiating, maintaining and supervising all safety precautions and programs in connection with the performance of the Work. Contractor shall take reasonable precautions for the safety of, and shall provide reasonable protection to prevent damage, injury, or loss to: a. Persons performing the Work and other persons who may be affected by the Work; b. The Work and materials and equipment to be incorporated therein; and c. Other property at the site or adjacent to the site, such as trees, shrubs, lawns, walks, pavement, roadways, structures and utilities. Contractor shall promptly remedy damage and loss to property caused in whole or in part by Contractor or any of its subcontractors, agents, or anyone directly or indirectly employed by any of them. 16 3 10. Acceptance of the Work. All of the Contractor’s work and labor shall be subject to the inspection and approval of the City. If any materials or labor are rejected by the City as defective or unsuitable, then the materials shall be removed and replaced with other approved materials and the labor shall be done to the satisfaction and approval of the City at the Contractor’s sole cost and expense. Contractor shall replace at Contractor’s expense any loss or damage to the Work, however caused, which occurs during the construction thereof or prior to the final delivery to and acceptance of the Work by the City. Any payment made to Contractor, shall not be construed as operating to relieve Contractor from responsibility for the construction and delivery of Work. Acceptance of the completed Work shall be evidenced only by a Certificate of Final Completion issued by the City, which shall state the date on which the City accepts the completed Work (the “Final Completion Date”). 11. Warranty. Contractor represents and warrants that it has the requisite training, skills, and experience necessary to complete the Work, is appropriately licensed by all applicable agencies and governmental entities, and will complete the Work in a manner consistent with the level of care and skill ordinarily exercised by professionals currently providing similar work. Contractor further represents and warrants to the City that the materials and equipment furnished under this Agreement are of good quality and new, unless this Agreement requires or permits otherwise. Contractor further warrants that the Work will conform to the requirements of this Agreement and will be free from defects. Work, materials, or equipment not conforming to these requirements may be considered defective. Contractor shall promptly correct any defective Work. Costs of correcting such defective Work, including additional testing and inspections, the cost of uncovering and replacement, and compensation for any additional services and expenses made necessary thereby, shall be at Contractor’s expense. Contractor’s warranty shall exclude remedy for damage or defect caused by abuse, alterations to the Work not executed by Contractor or its subcontractors, agents, or anyone hired or employed by any of them, improper or insufficient maintenance, improper operation or normal wear and tear under normal usage. 12. Guarantee. Contractor guarantees and agrees to maintain the stability of the Work and materials furnished and installed under this contract for a period of one year after the Final Completion Date (the “Guarantee Period”). Contractor agrees to perform fully all other guarantees as set forth in the specifications. If any of the Work is found to be not in accordance with the requirements of the Contract during the Guarantee Period, Contractor shall correct it promptly after receipt of notice from the City to do so. The City shall give such notice promptly after discovery of the condition. If Contractor fails to correct nonconforming Work within a reasonable time after receipt of notice from the City, the City may correct the Work at Contractor’s expense. The Guarantee Period shall be extended with respect to portions of Work first performed after the Final Completion Date by the period of time between final payment and the actual completion of that portion of the Work. The one-year period for correction of Work shall not be extended by corrective Work performed by Contractor pursuant to this Section. Nothing contained in this Section shall be construed to establish a period of limitation with respect to other obligations Contractor has under the Contract Documents. Establishment of the one-year period for correction of Work as described in this Section relates only to the specific obligation of Contractor to correct the Work, and has no relationship to the time within which the obligation to comply with the Contract Documents may be sought to be enforced, nor to the time within which proceedings may be commenced to establish Contractor’s liability with respect to Contractor’s obligations other than specifically to correct the Work. 17 4 13. Termination. This Agreement shall remain in force and effect commencing from the effective date and continuing until the completion of all of the parties’ obligations hereunder, unless terminated by the City or amended pursuant to the Agreement. Notwithstanding any other provision hereof to the contrary, this Agreement may be terminated as follows: a. The parties, by mutual written agreement, may terminate this Agreement at any time; b. Contractor may terminate this Agreement in the event of a breach of the Agreement by the City upon providing thirty (30) days’ written notice to the City; c. The City may terminate this Agreement at any time at its option, for any reason or no reason at all; or d. The City may terminate this Agreement immediately upon Contractor’s failure to have in force any insurance required by this Agreement. In the event of a termination, the City shall pay Contractor for Work performed to the date of termination and for all costs or other expenses incurred prior to the date of termination. 14. Amendments. No amendments may be made to this Agreement except in a writing signed by both parties. 15. Remedies. In the event of a termination of this Agreement by the City because of a breach by Contractor, the City may complete the Work either by itself or by contract with other persons or entities, or any combination thereof. These remedies provided to the City for breach of this Agreement by Contractor shall not be exclusive. The City shall be entitled to exercise any one or more other legal or equitable remedies available because of Contractor’s breach. 16. Records/Inspection. Pursuant to Minnesota Statutes § 16C.05, subd. 5, Contractor agrees that the books, records, documents, and accounting procedures and practices of Contractor, that are relevant to the contract or transaction, are subject to examination by the City and the state auditor or legislative auditor for a minimum of six years. Contractor shall maintain such records for a minimum of six years after final payment. The parties agree that this obligation will survive the completion or termination of this Agreement. 17. Indemnification. To the fullest extent permitted by law, Contractor, and Contractor’s successors or assigns, agree to protect, defend, indemnify, save, and hold harmless the City, its officers, officials, agents, volunteers, and employees from any and all claims; lawsuits; causes of actions of any kind, nature, or character; damages; losses; and costs, disbursements, and expenses of defending the same, including but not limited to attorneys’ fees, professional services, and other technical, administrative or professional assistance resulting from or arising out of Contractor’s (or its subcontractors, agents, volunteers, members, invitees, representatives, or employees) performance of the duties required by or arising from this Agreement, or caused in whole or in part by any negligent act or omission or willful misconduct by Contractor, or arising out of Contractor’s failure to obtain or maintain the insurance required by this Agreement. Nothing in this Agreement shall constitute a waiver or limitation of any immunity or limitation on liability to which the City is entitled. The parties agree that these indemnification obligations shall survive the completion or termination of this Agreement. 18. Insurance. Contractor shall maintain reasonable insurance coverage throughout this Agreement. Contractor agrees that before any work related to the approved project can be performed, Contractor shall maintain at a minimum: 18 5 a. Worker’s Compensation Insurance as required by Minnesota Statutes, section 176.181; b. Business Auto Liability covering vehicles owned by Contractor and non-owned vehicles used by Contractor, with policy limits not less than $1,000,000.00 per accident, for bodily injury, death of any person, and property damage arising out of the ownership, maintenance, and use of such motor vehicles, along with any statutorily required automobile coverage; c. Commercial General Liability in an amount of not less than $1,000,000.00 per occurrence, $2,000,000 general aggregate, and $2,000,000 for products -completed operations hazard, providing coverage for claims including: i. Damages because of bodily injury, sickness or disease, including occupational sickness or disease, and death of any person; ii. Personal and advertising injury; iii. Damages because of physical damage to or destruction of property, including loss of use of such property; iv. Bodily injury or property damage arising out of completed operations; and v. Contractor’s indemnity obligations under this Agreement. To meet the Commercial General Liability and Business Auto Liability requirements, Contractor may use a combination of Excess and Umbrella coverage. Prior to commencement of the Work, Contractor shall provide the City with a current certificate of insurance including the following language: “The City of Golden Valley is named as an additional insured with respect to the commercial general liability, business automobile liability and umbrella or excess liability, as required by the contract. The umbrella or excess liability policy follows form on all underlying coverages.” Such certificate of liability insurance shall list the City as an additional insured and contain a statement that such policies of insurance shall not be canceled or amended unless 30 days’ written notice is provided to the City, or 10 days’ written notice in the case of non-payment. 19. Compliance with State Withholding Tax. Before final payment is made for the Work on this project, Contractor must make a satisfactory showing that it has complied with the provisions of Minnesota Statutes, section 290.92 requiring the withholding of State Income Tax for wages paid employees on this project by providing to the City Engineer a Certificate of Compliance from the Commissioner of Taxation. Contractor is advised that before such Certificate can be issued, Contractor must first place on file with the Commissioner of Taxation an affidavit, in the form of an IC-134, that Contractor has complied with the provisions of Minnesota Statutes Section 290.92. 20. Assignment. Neither the City nor Contractor shall assign this Agreement or any rights under or interest in this Agreement, in whole or in part, without the other party’s prior written consent. Any assignment in violation of this provision is null and void. Neither the City nor Contractor shall assign, or transfer any rights under or interest (including, but without limitation, moneys that may become due or moneys that are due) in the Agreement without the written consent of the other except to the extent that the effect of this limitation may be restricted by law. Unless specifically stated to the contrary in any written consent to an assignment, no assignment will release or discharge the assignor from any duty or responsibility under this Agreement. Nothing contained in this paragraph shall prevent Contractor from employing such independent consultants, associates, and subcontractors, as it may deem appropriate to assist it in the performance of the Work required by this Agreement. Any instrument in violation of this provision is null and void. 19 6 21. Independent Contractor. Contractor is an independent contractor. Contractor’s duties shall be performed with the understanding that Contractor has special expertise as to the Work which Contractor is to perform and is customarily engaged in the independent performance of the same or similar work for others. Contractor shall provide or contract for all required equipment and personnel. Contractor shall control the manner in which the Work is performed; however, the nature of the Work and the results to be achieved shall be specified by the City. The parties agree that this is not a joint venture and the parties are not co-partners. Contractor is not an employee or agent of the City and has no authority to make any binding commitments or obligations on behalf of the City except to the extent expressly provided in this Agreement. All Work provided by Contractor pursuant to this Agreement shall be provided by Contractor as an independent contractor and not as an employee of the City for any purpose, including but not limited to: income tax withholding, workers' compensation, unemployment compensation, FICA taxes, liability for torts and eligibility for employee benefits. 22. Compliance with Laws. Contractor shall exercise due professional care to comply with applicable federal, state and local laws, rules, ordinances and regulatfons in effect as of the date Contractor agrees to provide the Services. Contractor’s guests, invitees, members, officers, officials, agents, employees, volunteers, representatfves, and subcontractors shall abide by the City's policies prohibitfng sexual harassment and tobacco, drug, and alcohol use as defined in the City’s Respectiul Work Place Policy, and Tobacco, Drug, and Alcohol Policy, as well as all other reasonable work rules, safety rules, or policies, and procedures regulatfng the conduct of persons on City property, at all tfmes while performing dutfes pursuant to this Agreement. Contractor agrees and understands that a violatfon of any of these policies, procedures, or rules constftutes a breach of the Agreement and sufficient grounds for immediate terminatfon of the Agreement by the City. 23. Entire Agreement. The Contract Documents shall constitute the entire agreement between the City and Contractor, and supersede any other written or oral agreements between the City and Contractor. 24. Third Party Rights. The parties to this Agreement do not intend to confer any rights under this Agreement on any third party. 25. Choice of Law and Venue. This Agreement shall be governed by and construed in accordance with the laws of the state of Minnesota. Any disputes, controversies, or claims arising out of this Agreement shall be heard in the state or federal courts of Hennepin County, Minnesota, and all parties to this Agreement waive any objection to the jurisdiction of these courts, whether based on convenience or otherwise. 26. Work Products and Ownership of Documents. All records, information, materials and other work products, including, but not limited to the completed reports, drawings, plans, and specifications prepared and developed in connection with the provision of the Work pursuant to this Agreement shall become the property of the City, but reproductions of such records, information, materials and other work products in whole or in part may be retained by Contractor. Regardless of when such information was provided, Contractor agrees that it will not disclose for any purpose any information Contractor has obtained arising out of or related to this Agreement, except as authorized by the City or as required by law. These obligations survive the termination of this Agreement. 20 7 27. Conflict of Interest. Contractor shall use reasonable care to avoid conflicts of interest and appearances of impropriety in representation of the City. In the event of a conflict of interest, Contractor shall advise the City and, either secure a waiver of the conflict, or advise the City that it will be unable to provide the requested Work. 28. Agreement Not Exclusive. The City retains the right to hire other professionals, contractors and service providers for this or other matters, in the City’s sole discretion. 29. Data Practices Act Compliance. Any and all data provided to Contractor, received from Contractor, created, collected, received, stored, used, maintained, or disseminated by Contractor pursuant to this Agreement shall be administered in accordance with, and is subject to the requirements of the Minnesota Government Data Practices Act, Minnesota Statutes, Chapter 13. Contractor agrees to notify the City within three business days if it receives a data request from a third party. This paragraph does not create a duty on the part of Contractor to provide access to public data to the public if the public data are available from the City, except as required by the terms of this Agreement. These obligations shall survive the termination or completion of this Agreement. 30. No Discrimination. Contractor agrees not to discriminate in providing the Work under this Agreement on the basis of race, color, sex, creed, national origin, disability, age, sexual orientation, gender, gender identity, gender expression, status with regard to public assistance, or religion. Violation of any part of this provision may lead to immediate termination of this Agreement. Contractor agrees to comply with Americans with Disabilities Act as amended (“ADA”), section 504 of the Rehabilitation Act of 1973, and the Minnesota Human Rights Act, Minnesota Statutes, Chapter 363A. Contractor agrees to hold harmless and indemnify the City from costs, including but not limited to damages, attorneys’ fees and staff time, in any action or proceeding brought alleging a violation of these laws by Contractor or its guests, invitees, members, officers, officials, agents, employees, volunteers, representatives and subcontractors. Upon request, Contractor shall provide accommodation to allow individuals with disabilities to participate in all Work under this Agreement. Contractor agrees to utilize its own auxiliary aid or service in order to comply with ADA requirements for effective communication with individuals with disabilities. 31. Authorized Agents. The City’s authorized agent for purposes of administration of this contract is Tim Kieffer, or designee. Contractor’s authorized agent for purposes of administration of this contract is Travis Manderfield, or designee who shall perform or supervise the performance of all Work. 32. Notices. Any notices permitted or required by this Agreement shall be deemed given when personally delivered or upon deposit in the United States mail, postage fully prepaid, certified, return receipt requested, addressed to: CONTRACTOR THE CITY Safe Step LLC 1010 Dale Street North St. Paul, MN 55117 travis@notrippin.com City of Golden Valley 7800 Golden Valley Road Golden Valley, MN 55427 tkieffer@goldenvalleymn.gov or such other contact information as either party may provide to the other by notice given in accordance with this provision. 21 8 33. Waiver. No waiver of any provision or of any breach of this Agreement shall constitute a waiver of any other provisions or any other or further breach, and no such waiver shall be effective unless made in writing and signed by an authorized representative of the party to be charged with such a waiver. 34. Headings. The headings contained in this Agreement have been inserted for convenience of reference only and shall in no way define, limit or affect the scope and intent of this Agreement. 35. Payment of Subcontractors. Contractor agrees to pay all laborers employed and all subcontractors furnishing material to Contractor in the performance of this contract. If Contractor fails to pay any claims and demands for labor and materials, the City may apply the monies due to Contractor toward paying and satisfying such claims and demands. The City has the right to apply monies due to Contractor towards paying any accrued indebtedness or any claim which may hereafter come due against Contractor. The amount of such payments shall be deducted from the balance due to the Contractor; provided that nothing herein nor any variation from the amounts and timing of the installments shall be construed as impairing the right of the City or of those to whose benefit the bond herein agreed upon shall insure, to hold Contractor or surety liable on the bond for any breach of the conditions of the same nor as imposing upon the City any obligation to laborers, materialmen, contractors, or sureties to pay or to retain for their benefit any monies coming to the contractor hereunder. Pursuant to Minnesota Statutes, Section 471.425, Subdivision 4(a), Contractor must pay any subcontractor within ten (10) days of Contractor’s receipt of payment from the City for undisputed services provided by the subcontractor. Contractor must pay interest of one and one-half percent (1½%) per month or any part of a month to the subcontractor on any undisputed amount not paid on time to the subcontractor. The minimum monthly interest penalty payment for an unpaid balance of $100.00 or more is $10.00. For an unpaid balance of less than $100.00, Contractor shall pay the actual penalty due to the subcontractor. A subcontractor who prevails in a civil action to collect interest penalties from the Contractor shall be awarded its costs and disbursements, including attorney’s fees, incurred in bringing the action. 36. Severability. In the event that any provision of this Agreement shall be illegal or otherwise unenforceable, such provision shall be severed, and the balance of the Agreement shall continue in full force and effect. 37. Signatory. Each person executing this Agreement (“Signatory”) represents and warrants that they are duly authorized to sign on behalf of their respective organization. In the event Contractor did not authorize the Signatory to sign on its behalf, the Signatory agrees to assume responsibility for the duties and liability of Contractor, described in this Agreement, personally. 38. Counterparts and Electronic Communication. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which taken together shall constitute one and the same instrument. This Agreement may be transmitted by electronic mail in portable document format (pdf) and signatures appearing on electronic mail instruments shall be treated as original signatures. 39. Recitals. The City and Contractor agree that the Recitals are true and correct and are fully incorporated into this Agreement. 22 9 IN WITNESS WHEREOF, the City and Contractor have caused this Independent Contractor Agreement to be executed by their duly authorized representatives in duplicate on the respective dates indicated below. SAFE STEP LLC: CITY OF GOLDEN VALLEY: By: _________________________________ Travis Manderfield, Project Manager By: _________________________________ Roslyn Harmon, Mayor By: _________________________________ Noah Schuchman, City Manager 23 EXHIBIT A SCOPE OF WORK 1. Work. The Work shall include furnishing all labor, tools, and equipment to remove concrete sidewalk trip hazards. 2. Evaluation. Contractor shall evaluate the sidewalk locations in the priority order until the budget is met. Identified defects will be recorded along with the measurement, address, approximate GPS coordinates, important notes, and a photo of the defect. Following the completion of the evaluation, Contractor will provide the sidewalk defect data through a proprietary online tool called Sidewalk Central™. This data includes locations, descriptions, suggested repair types, and photos of each defect identified. 3. Evaluation Criteria. Hazards will be evaluated based on the criteria herein Exhibit A. 24 4. Repairs. Repairs will be tapered to a 1:12 slope ratio and taken to a zero point of differential between adjoining sidewalk panels along the full width of the sidewalk, in accordance with ADA standards. Repairs shall have a smooth and uniform finish with a coefficient of friction meeting OSHA requirements and shall not impact adjoining sidewalks, driveways, landscaping, or other objects within the vicinity of the work. In instances where sidewalk conditions do not permit a 1:12 slope ratio, repairs will be made with the shallowest slope possible for the given sidewalk condition. 5. Dust Abatement and Clean-up. All saw-cutting will be performed without water-cooling; No slurry will be created eliminating the risk of “tracking” and run-off water contamination. Saw mounted dust abatement systems will be used to minimize airborne dust. Containment systems are designed for fine dust applications. Debris and concrete shall be cleaned from the sidewalk surface including surrounding rails, sidewalks, driveways, landscaping, or other objects within the vicinity of the work. 6. Reporting. Upon completion of the project, the Contractor shall provide a detailed and audit- able report. This report will include the street address or location, dimensions, and GPS coordinates of each repair made. At the conclusion of the project, Contractor shall provide a final report of saw-cut locations repaired including the displacement measurements, address, approximate GPS coordinates, and important notes. 7. Location. Location map is herein Exhibit A. 25 EXHIBIT B SPECIAL CONDITIONS 1. Responsible Contractor Certification. Contractor and subcontractor(s) shall be a “responsible contractor” as defined in Minnesota Statutes §16C.285, subdivision 3. Contractor or subcontractor(s) that do not meet the minimum criteria established in Minnesota Statutes §16C.285, subdivision 3, or who fails to verify compliance with the minimum requirements, will not be a “responsible contractor” and will be ineligible to perform the Work. Contractor and subcontractor(s) are that make a false statement verifying compliance with any of the minimum criteria shall result in the termination of this Agreement. 2. Pre-Construction Meeting. Prior to the beginning of construction operations, a pre-construction meeting shall be held, and shall be attended by the authorized representatives of the City and persons of the contracting company who will have direct responsibility for workmanship and/or materials used on the project. The conference will disclose all aspects for execution and schedule of the Work. Agreement on any and all questionable measurements, materials, methods or other matters shall be made at this conference. Contractor shall submit the following at the pre-construction meeting: A. Critical path phasing plan and schedule, which details all controlling operations. This shall be submitted a minimum of three (3) days before the pre-construction meeting. B. General project contact information including emergency contacts. C. Traffic Control plan. 3. Safety Precautions and Accident Prevention. The Contractor shall observe and comply with all requirements to the safety of the workforce to be employed on the project. Contractor shall comply with all safety measures recommended and required by any governmental agency, including the Department of Labor and Industry, Division of Accident Prevention of the Industrial Commission of Minnesota, and with the requirements of the Workmen's Compensation Act and any amendments thereof. Attention is called to the other paragraphs of these Special Conditions covering safety precautions and accident prevention. The Contractor shall be responsible for all safety issues on this project. The Contractor shall comply with instructions from the City for implementing any additional requirements for safety concerns. 4. Mobilization. The lump sum for mobilization is to include all aspects of work and shall include mobilization to all of the areas identified in the Location Map herein Exhibit A. 5. DOT Compliance. All of Contractor’s drivers performing work for the City must be in compliance with DOT requirements related to holding a Commercial Driver’s License (CDL). Contractor shall be responsible for ensuring its own compliance with all applicable DOT regulations and requirements, including but not limited to DOT regulations related to drug testing and the maintenance of drug testing records. Contractor shall indemnify and hold harmless the City for any fines incurred as a result of Contractor’s failure to comply with DOT requirements as set forth above. It shall be Contractor’s responsibility to comply and provide evidence to the City of DOT compliance upon request. 6. Hours of Operation. Work shall occur Monday through Friday from 7:00 a.m. to 7:00 p.m., excluding holidays. 26 7. Noise Elimination. The Contractor shall eliminate noise to as great an extent as possible at all times. Air compressing plants shall be equipped with silencers, and the exhausts of all gasoline motors or other power equipment shall be provided with mufflers approved by the manufacturer. 8. Care of Work. All work under this contract shall be accomplished with reasonable care and minimal damage to affected properties. The Contractor shall provide quality cleanup after removal and repair of any damage done by the Contractor’s equipment. 9. Traffic Control and Maintenance. Contractor shall maintain traffic at all times while performing the Work in accordance with the current Minnesota Manual of Uniform Traffic Control Devices (MMUTCD) Field Manual and its supplements, or as deemed necessary by the Engineer, when the Work occurs on or adjacent to any street, alley or public place. Contractor shall provide, under the traffic control item, all construction signage and traffic control devices for the protection of persons, property and the Work. Contractor shall be responsible for maintaining traffic control devices during the Work. In the event that the City must install additional signs for traffic control for safety purposes, the cost for such measures shall be billed to Contractor or withheld from monies due. The Contractor shall be held responsible for all damaged from failure to protect the work zone. When single lane traffic is necessary, flagmen must be provided to direct traffic. Contractor shall provide certifications of all flagmen that will be working on this project. Throughout construction, Contractor shall provide safe and adequate access at all times for residents, property owners and emergency vehicles. Access shall include the maintaining of ingress and egress of private driveways throughout construction. Throughout the duration of the Work, Contractor shall, as much as possible, work to limit any inconveniences to local businesses and property owners. When single lane traffic is necessary, flagmen must be provided to direct traffic. Contractor shall provide certifications of all flagmen that will be working on this project. 10. Manual References. The Specifications which apply to the Work shown in the Plans shall be as follows: A. Specifications and Special Conditions in Exhibit A and B. B. Standard Utilities Specifications for Watermain and Service Line Installation, Sanitary Sewer and Storm Sewer Installation, and Trench Excavation and Backfill/Surface Restoration, current edition, as prepared by the City Engineers Association of Minnesota (CEAM) and published by the League of Minnesota Cities, St. Paul, Minnesota, except as modified or supplemented in these Special Conditions. The Standard Utilities Specifications are available from the Minnesota Society of Professional Engineers by calling 651.292.8860, or from the CEAM website at http://ceam.org/. C. The most current edition of the Minnesota Manual on Uniform Traffic Control Devices and its supplements. D. Division I, 1507 (Utility Property and Service) and Division I, 1512 (Unacceptable and unauthorized work) of the Minnesota Department of Highways Standard Specification for Construction, current edition and its supplements, shall apply, except as modified or supplemented herein. E. Division II (Construction Details) and Division III (Materials) of the Minnesota Department of Highways Standard Specification for Construction, current edition and its supplements, shall apply, except as modified or supplemented herein. 27 11. Measurement and Payment. Payment for all items for this project shall be by the unit price as stated herein. The estimated quantities on the Proposal form are for determination of the lowest cost for the Work. The City reserves the right to increase or decrease quantities shown on the Proposal to stay within the amount budgeted by the City. No claims for extra compensation due to increased or decreased quantities shall be considered. Contractor shall submit all final quantities to the City within one month after completion of the Work. 12. Contract Extension. Contractor shall perform fully, entirely, and in an acceptable manner, the Work contracted for within the time stated herein Exhibit A. Contractor shall, not less than ten (10) days prior to said date, make written request to the City for an extension of time for completion, setting forth fully in its request the reasons which Contractor believes justify the granting of the request. If the City finds that the Work has been delayed on account of unusual conditions beyond the control of Contractor, or the quantities of the Work done or to be done are in excess of the Contract quantities in sufficient amount to warrant additional time; the City may, in its sole discretion, grant an extension of time for the completion to such date as may seem reasonable and proper. In case such extension is not granted, the right to proceed with the Work may be considered as forfeited as of the Contract Time, including all agreed upon adjustments, and the City, without violating the Contract, may proceed immediately to take over the Work, materials and equipment and make final settlement of costs incurred, except that it shall not be necessary to give Contractor written ten (10) days’ notice for such forfeiture. 28 EXECUTIVE SUMMARY Parks & Recreation 763-512-2345 / 763-512-2344 (fax) Golden Valley City Council Meeting August 19, 2025 Agenda Item 3D.2. Approve Contract For Local Improvement of Brookview Park Tennis to Pickleball Repair and Conversion with Court Surfaces and Repair Prepared By Greg Simmons, Parks and Recreation Assistant Director Summary Two of the six tennis courts at Brookview Park are in need of repair, resurfacing, and conversion to six pickleball courts to accommodate the continued demand for court space in Golden Valley. A request for proposals for the work was published on July 23rd, 2025, with proposals due by August 4th, 2025. The City received three proposals ranging from $22,250 to $42,500, and are staff recommend awarding the contract to the lowest proposal by Court Surfaces and Repair for $22,250 to repair, resurface, and stripe six pickleball courts at Brookview Park. The City will provide pickleball nets to be placed on the courts after the work is completed. Financial or Budget Considerations The 2024-2033 Capital Improvement Program Park Section includes $65,000 for tennis and pickleball court repair and improvements (P-018). Legal Considerations Agreement for Local Improvement has been reviewed and approved by the City Attorney. Equity Considerations Providing unbiased programs and services through infrastructure that supports and advances diversity, equity, and inclusion in all Golden Valley parks. Recommended Action Motion to approve contract to repair, resurface, and stripe six pickleball courts at Brookview Park in the amount of $22,250 with Court Surfaces and Repair. Supporting Documents Contract for Local Improvement CSR Brookview Pickleball Repair and Conversion.pdf 29 1 CONTRACT FOR LOCAL IMPROVEMENT THIS AGREEMENT is made this 19 day of August, 2025 (the “Effective Date”) by and between JKlute LLC DBA Court Surfaces and Repair, located at 3225 Major Ave. N, Golden Valley, MN 55422-3140 (“Contractor”), and the City of Golden Valley, Minnesota, a Minnesota municipal corporation located at 7800 Golden Valley Road, Golden Valley, MN 55427 (the “City”): RECITALS A. Contractor is engaged in the business of repairing, resurfacing, and restriping tennis and pickleball courts B. The City desires to hire Contractor to repair, resurface, and restripe two existing tennis courts at Brookview Park and converting them into six pickleball courts. C. Contractor represents that it has the professional expertise and capabilities to provide the City with the requested work. D. The City desires to engage Contractor to provide the work described in this Agreement and Contractor is willing to provide such work on the terms and conditions in this Agreement. NOW, THEREFORE, in consideration of the terms and conditions expressed herein, the City and Contractor agree as follows: AGREEMENT 1. The Work. Contractor shall perform the work more fully described and displayed in the attached Exhibit A (the “Work”). The Work includes all work and services required by this Agreement, whether completed or partially completed, and includes all labor, materials, equipment, and services provided or to be provided by Contractor to fulfill Contractor’s obligations. All Work shall be completed according to the specifications set forth in the attached Exhibits B and C. Contractor shall at all times keep the premises free from accumulation of waste materials and debris caused by Contractor’s operations. 2. Time for Completion. Contractor shall commence Work not later than October 1, 2025. Contractor shall proceed diligently and shall complete the Work to the satisfaction and approval of the City’s engineer on or before October 31, 2025 (the “Contract Time”). Contractor shall notify the City in writing of any cause of delay of the Work within 24 hours after such cause of delay arises. If Contractor fails to complete the Work by the Contract Time, the City may immediately, or at any time thereafter, proceed to complete the Work at the Contractor’s expense. If Contractor gives written notice of a delay over which Contractor has no control, the City may, at its discretion, extend the Contract Time. 3. Consideration. The consideration, which the City shall pay to Contractor, shall not exceed $22,250. The consideration shall be for both the Work performed by Contractor and the expenses incurred by Contractor in performing the Work. The City shall make progress payments to Contractor as follows: a. $0 upon receipt of the signed Agreement b. $0 upon completion of the implementation stage, as described in Exhibit B 30 2 c. $22,250 within 30 days of the Final Completion Date, as that term is defined in section 10 below. Contractor shall submit statements to the City containing a detailed list of project labor and hours, rates, titles, and amounts undertaken by Contractor during the relevant billing period. The City shall pay Contractor within thirty-five (35) days after receiving a statement from Contractor. 4. Permits. Contractor shall obtain, at its sole cost, all permits required for the performance of the Work. 5. Extra Work. Unless approved by the City in writing, Contractor shall make no claim for extra work done or materials furnished, nor shall Contractor do any work or furnish any materials not covered by the plans and specifications of this Agreement. Any such work or materials furnished by Contractor without written City approval shall be at Contractor’s own risk and expense. Contractor shall perform any altered plans ordered by the City; if such alteration reduces the cost of doing such work, the actual amount of such reduction shall be deducted from the contract price for the Work. 6. Contract Documents. The Contract Documents shall consist of this Agreement; all exhibits to this Agreement, which are incorporated herein by reference; any supplementary drawings, plans, and specifications; and other documents listed herein. In the event of a conflict among the various provisions of the Contract Documents, the terms shall be interpreted in the following order of priority: a. Modifications to this Agreement b. This Agreement, including all exhibits c. Supplementary drawings, plans, specifications d. Other documents listed in this Agreement Drawings shall control over Specifications, and detail in drawings shall control over large -scale drawings. All capitalized terms used and not otherwise defined in this Agreement, but defined elsewhere in the Contract Documents, shall have the meaning set forth in the Contract Documents. 7. Expense Reimbursement. Contractor shall not be compensated separately for necessary incidental expenses. All expenses of Contractor shall be built into Contractor’s fixed compensation rate, unless reimbursement is provided for an expense that received the prior written approval of the City, which approval may be provided via electronic mail. 8. Approvals. Contractor shall secure the City’s written approval before making any expenditures, purchases, or commitments on the City’s behalf beyond those listed in the Work. The City’s approval may be provided via electronic mail. 9. Protection of Persons and Property. Contractor shall be responsible for initiating, maintaining and supervising all safety precautions and programs in connection with the performance of the Work. Contractor shall take reasonable precautions for the safety of, and shall provide reasonable protection to prevent damage, injury, or loss to: a. Persons performing the Work and other persons who may be affected by the Work; 31 3 b. The Work and materials and equipment to be incorporated therein; and c. Other property at the site or adjacent to the site, such as trees, shrubs, lawns, walks, pavement, roadways, structures and utilities. Contractor shall promptly remedy damage and loss to property caused in whole or in part by Contractor or any of its subcontractors, agents, or anyone directly or indirectly employed by any of them. 10. Acceptance of the Work. All of the Contractor’s work and labor shall be subject to the inspection and approval of the City. If any materials or labor are rejected by the City as defective or unsuitable, then the materials shall be removed and replaced with other approved materials and the labor shall be done to the satisfaction and approval of the City at the Contractor’s sole cost and expense. Contractor shall replace at Contractor’s expense any loss or damage to the Work, however caused, which occurs during the construction thereof or prior to the final delivery to and acceptance of the Work by the City. Any payment made to Contractor, shall not be construed as operating to relieve Contractor from responsibility for the construction and delivery of Work. Acceptance of the completed Work shall be evidenced only by a Certificate of Final Completion issued by the City, which shall state the date on which the City accepts the completed Work (the “Final Completion Date”). 11. Warranty. Contractor represents and warrants that it has the requisite training, skills, and experience necessary to complete the Work, is appropriately licensed by all applicable agencies and governmental entities, and will complete the Work in a manner consistent with the level of care and skill ordinarily exercised by professionals currently providing similar work. Contractor further represents and warrants to the City that the materials and equipment furnished under this Agreement are of good quality and new, unless this Agreement requires or permits otherwise. Contractor further warrants that the Work will conform to the requirements of this Agreement and will be free from defects. Work, materials, or equipment not conforming to these requirements may be considered defective. Contractor shall promptly correct any defective Work. Costs of correcting such defective Work, including additional testing and inspections, the cost of uncovering and replacement, and compensation for any additional services and expenses made necessary thereby, shall be at Contractor’s expense. Contractor’s warranty shall exclude remedy for damage or defect caused by abuse, alterations to the Work not executed by Contractor or its subcontractors, agents, or anyone hired or employed by any of them, improper or insufficient maintenance, improper operation or normal wear and tear under normal usage. 12. Guarantee. Contractor guarantees and agrees to maintain the stability of the Work and materials furnished and installed under this contract for a period of one year after the Final Completion Date (the “Guarantee Period”). Contractor agrees to perform fully all other guarantees as set forth in the specifications. If any of the Work is found to be not in accordance with the requirements of the Contract during the Guarantee Period, Contractor shall correct it promptly after receipt of notice from the City to do so. The City shall give such notice promptly after discovery of the condition. If Contractor fails to correct nonconforming Work within a reasonable time after receipt of notice from the City, the City may correct the Work at Contractor’s expense. The Guarantee Period shall be extended with respect to portions of Work first performed after the Final Completion Date by the period of time between final payment and the actual completion of that portion of the Work. The one-year period for correction of Work shall not be extended by corrective Work performed by Contractor pursuant to this Section. 32 4 Nothing contained in this Section shall be construed to establish a period of limitation with respect to other obligations Contractor has under the Contract Documents. Establishment of the one -year period for correction of Work as described in this Section relates only to the specific obligation of Contractor to correct the Work, and has no relationship to the time within which the obligation to comply with the Contract Documents may be sought to be enforced, nor to the time within which proceedings may be commenced to establish Contractor’s liability with respect to Contractor’s obligations other than specifically to correct the Work. 13. Termination. This Agreement shall remain in force and effect commencing from the effective date and continuing until the completion of all of the parties’ obligations hereunder, unless terminated by the City or amended pursuant to the Agreement. Notwithstanding any other provision hereof to the contrary, this Agreement may be terminated as follows: a. The parties, by mutual written agreement, may terminate this Agreement at any time; b. Contractor may terminate this Agreement in the event of a breach of the Agreement by the City upon providing thirty (30) days’ written notice to the City; c. The City may terminate this Agreement at any time at its option, for any reason or no reason at all; or d. The City may terminate this Agreement immediately upon Contractor’s failure to have in force any insurance required by this Agreement. In the event of a termination, the City shall pay Contractor for Work performed to the date of termination and for all costs or other expenses incurred prior to the date of termination. 14. Amendments. No amendments may be made to this Agreement except in a writing signed by both parties. 15. Remedies. In the event of a termination of this Agreement by the City because of a breach by Contractor, the City may complete the Work either by itself or by contract with other persons or entities, or any combination thereof. These remedies provided to the City for breach of this Agreement by Contractor shall not be exclusive. The City shall be entitled to exercise any one or more other legal or equitable remedies available because of Contractor’s breach. 16. Records/Inspection. Pursuant to Minnesota Statutes § 16C.05, subd. 5, Contractor agrees that the books, records, documents, and accounting procedures and practices of Contractor, that are relevant to the contract or transaction, are subject to examination by the City and the state auditor or legislative auditor for a minimum of six years. Contractor shall maintain such records for a minimum of six years after final payment. The parties agree that this obligation will survive the completion or termination of this Agreement. 17. Indemnification. To the fullest extent permitted by law, Contractor, and Contractor’s successors or assigns, agree to protect, defend, indemnify, save, and hold harmless the City, its officers, officials, agents, volunteers, and employees from any and all claims; lawsuits; causes of actions of any kind, nature, or character; damages; losses; and costs, disbursements, and expenses of defending the same, including but not limited to attorneys’ fees, professional services, and other technical, administrative or professional assistance resulting from or arising out of Contractor’s (or its subcontractors, agents, volunteers, members, invitees, representatives, or employees) performance of the duties required by or arising from this Agreement, or caused in whole or in part by any negligent act or omission or willful misconduct by Contractor, or arising out of Contractor’s failure to obtain or maintain the insurance required by this Agreement. 33 5 Nothing in this Agreement shall constitute a waiver or limitation of any immunity or limitation on liability to which the City is entitled. The parties agree that these indemnification obligations shall survive the completion or termination of this Agreement. 18. Insurance. Contractor shall maintain reasonable insurance coverage throughout this Agreement. Contractor agrees that before any work related to the approved project can be performed, Contractor shall maintain at a minimum: a. Worker’s Compensation Insurance as required by Minnesota Statutes, section 176.181; b. Business Auto Liability covering vehicles owned by Contractor and non-owned vehicles used by Contractor, with policy limits not less than $1,000,000.00 per accident, for bodily injury, death of any person, and property damage arising out of the ownership, maintenance, and use of such motor vehicles, along with any statutorily required automobile coverage; c. Commercial General Liability in an amount of not less than $1,000,000.00 per occurrence, $2,000,000 general aggregate, and $2,000,000 for products-completed operations hazard, providing coverage for claims including: i. Damages because of bodily injury, sickness or disease, including occupational sickness or disease, and death of any person; ii. Personal and advertising injury; iii. Damages because of physical damage to or destruction of property, including loss of use of such property; iv. Bodily injury or property damage arising out of completed operations; and v. Contractor’s indemnity obligations under this Agreement. To meet the Commercial General Liability and Business Auto Liability requirements, Contractor may use a combination of Excess and Umbrella coverage. Prior to commencement of the Work, Contractor shall provide the City with a current certificate of insurance including the following language: “The City of Golden Valley is named as an additional insured with respect to the commercial general liability, business automobile liability and umbrella or excess liability, as required by the contract. The umbrella or excess liability policy follows form on all underlying coverages.” Such certificate of liability insurance shall list the City as an additional insured and contain a statement that such policies of insurance shall not be canceled or amended unless 30 days’ written notice is provided to the City, or 10 days’ written notice in the case of non-payment. 19. Compliance with State Withholding Tax. Before final payment is made for the Work on this project, Contractor must make a satisfactory showing that it has complied with the provisions of Minnesota Statutes, section 290.92 requiring the withholding of State Income Tax for wages paid employees on this project by providing to the City Engineer a Certificate of Compliance from the Commissioner of Taxation. Contractor is advised that before such Certificate can be issued, Contractor must first place on file with the Commissioner of Taxation an affidavit, in the form of an IC -134, that Contractor has complied with the provisions of Minnesota Statutes Section 290.92. 20. Assignment. Neither the City nor Contractor shall assign this Agreement or any rights under or interest in this Agreement, in whole or in part, without the other party’s prior written consent. Any assignment in violation of this provision is null and void. Neither the City nor Contractor shall assign, or transfer any rights under or interest (including, but without limitation, moneys that may become due or 34 6 moneys that are due) in the Agreement without the written consent of the other except to the extent that the effect of this limitation may be restricted by law. Unless specifically stated to the contrary in any written consent to an assignment, no assignment will release or discharge the assignor from any duty or responsibility under this Agreement. Nothing contained in this paragraph shall prevent Contractor from employing such independent consultants, associates, and subcontractors, as it may deem approp riate to assist it in the performance of the Work required by this Agreement. Any instrument in violation of this provision is null and void. 21. Independent Contractor. Contractor is an independent contractor. Contractor’s duties shall be performed with the understanding that Contractor has special expertise as to the Work which Contractor is to perform and is customarily engaged in the independent performance of the same or similar work for others. Contractor shall provide or contract for all required equipment and personnel. Contractor shall control the manner in which the Work is performed; however, the nature of the Work and the results to be achieved shall be specified by the City. The parties agree that this is not a joint venture and the parties are not co-partners. Contractor is not an employee or agent of the City and has no authority to make any binding commitments or obligations on behalf of the City except to the extent express ly provided in this Agreement. All Work provided by Contractor pursuant to this Agreement shall be provided by Contractor as an independent contractor and not as an employee of the City for any purpose, including but not limited to: income tax withholding, workers' compensation, unemployment compensation, FICA taxes, liability for torts and eligibility for employee benefits. 22. Compliance with Laws. Contractor shall exercise due professional care to comply with applicable federal, state and local laws, rules, ordinances and regulatfons in effect as of the date Contractor agrees to provide the Services. Contractor’s guests, invitees, members, officers, officials, agents, employees, volunteers, representatfves, and subcontractors shall abide by the City's policies prohibitfng sexual harassment and tobacco, drug, and alcohol use as defined in the City’s Respectiul Work Place Policy, and Tobacco, Drug, and Alcohol Policy, as well as all other reasonable work rules, safety rules, or policies, and procedures regulatfng the conduct of persons on City property, at all tfmes while performing dutfes pursuant to this Agreement. Contractor agrees and understands that a violatfon of any of these policies, procedures, or rules constftutes a breach of the Agreement and sufficient grounds for immediate terminatfon of the Agreement by the City. 23. Entire Agreement. The Contract Documents shall constitute the entire agreement between the City and Contractor, and supersede any other written or oral agreements between the City and Contractor. 24. Third Party Rights. The parties to this Agreement do not intend to confer any rights under this Agreement on any third party. 25. Choice of Law and Venue. This Agreement shall be governed by and construed in accordance with the laws of the state of Minnesota. Any disputes, controversies, or claims arising out of this Agreement shall be heard in the state or federal courts of Hennepin County, Minnesota, and all parties to this Agreement waive any objection to the jurisdiction of these courts, whether based on convenience or otherwise. 26. Work Products and Ownership of Documents. All records, information, materials and other work products, including, but not limited to the completed reports, drawings, plans, and specifications prepared and developed in connection with the provision of the Work pursuant to this Agreement shall become the 35 7 property of the City, but reproductions of such records, information, materials and other work products in whole or in part may be retained by Contractor. Regardless of when such information was provided, Contractor agrees that it will not disclose for any purpose any information Contractor has obtained arising out of or related to this Agreement, except as authorized by the City or as required by law. These obligations survive the termination of this Agreement. 27. Conflict of Interest. Contractor shall use reasonable care to avoid conflicts of interest and appearances of impropriety in representation of the City. In the event of a conflict of interest, Contractor shall advise the City and, either secure a waiver of the conflict, or advise the City that it will be unable to provide the requested Work. 28. Agreement Not Exclusive. The City retains the right to hire other professionals, contractors and service providers for this or other matters, in the City’s sole discretion. 29. Data Practices Act Compliance. Any and all data provided to Contractor, received from Contractor, created, collected, received, stored, used, maintained, or disseminated by Contractor pursuant to this Agreement shall be administered in accordance with, and is subject to the requirements of the Minnesota Government Data Practices Act, Minnesota Statutes, Chapter 13. Contractor agrees to notify the City within three business days if it receives a data request from a third party. This paragraph does not create a duty on the part of Contractor to provide access to public data to the public if the public data are available from the City, except as required by the terms of this Agreement. These obligations shall survive the termination or completion of this Agreement. 30. No Discrimination. Contractor agrees not to discriminate in providing the Work under this Agreement on the basis of race, color, sex, creed, national origin, disability, age, sexual orientation, gender, gender identity, gender expression, status with regard to public assistance, or religion. Violation of any part of this provision may lead to immediate termination of this Agreement. Contractor agrees to comply with Americans with Disabilities Act as amended (“ADA”), section 504 of the Rehabilitation Act of 1973, and the Minnesota Human Rights Act, Minnesota Statutes, Chapter 363A. Contractor agrees to hold harmless and indemnify the City from costs, including but not limited to damages, attorneys’ fees and staff time, in any action or proceeding brought alleging a violation of these laws by Contractor or its guests, invitees, members, officers, officials, agents, employees, volunteers, representatives and subcontractors. Upon request, Contractor shall provide accommodation to allow individuals with disabilities to participate in all Work under this Agreement. Contractor agrees to utilize its own auxiliary aid or service in order to comply with ADA requirements for effective communication with individuals with disabilities. 31. Authorized Agents. The City’s authorized agent for purposes of administration of this contract is Greg Simmons, or designee. Contractor’s authorized agent for purposes of administration of this contract is Jake Klute, or designee who shall perform or supervise the performance of all Work. 32. Notices. Any notices permitted or required by this Agreement shall be deemed given when personally delivered or upon deposit in the United States mail, postage fully prepaid, certified, return receipt requested, addressed to: CONTRACTOR THE CITY JKlute LLC DBA Court Surfaces and Repair 3225 Major Ave. N Golden Valley, MN 55422-3140 City of Golden Valley 7800 Golden Valley Road Golden Valley, MN 55427 36 8 klutejake@gmail.com gsimmons@goldenvalleymn.gov or such other contact information as either party may provide to the other by notice given in accordance with this provision. 33. Waiver. No waiver of any provision or of any breach of this Agreement shall constitute a waiver of any other provisions or any other or further breach, and no such waiver shall be effective unless made in writing and signed by an authorized representative of the party to be charged with such a waiver. 34. Headings. The headings contained in this Agreement have been inserted for convenience of reference only and shall in no way define, limit or affect the scope and intent of this Agreement. 35. Payment of Subcontractors. Contractor agrees to pay all laborers employed and all subcontractors furnishing material to Contractor in the performance of this contract. If Contractor fails to pay any claims and demands for labor and materials, the City may apply the monies due to Contractor toward paying and satisfying such claims and demands. The City has the right to apply monies due to Contractor towards paying any accrued indebtedness or any claim which may hereafter come due against Contractor. The amount of such payments shall be deducted from the balance due to the Contractor; provided that nothing herein nor any variation from the amounts and timing of the installments shall be construed as impairing the right of the City or of those to whose benefit the bond herein agreed upon shall insure, to hold Contractor or surety liable on the bond for any breach of the conditions of the same nor as imposing upon the City any obligation to laborers, materialmen, contractors, or sureties to pay or to retain for their benefit any monies coming to the contractor hereunder. Pursuant to Minnesota Statutes, Section 471.425, Subdivision 4(a), Contractor must pay any subcontractor within ten (10) days of Contractor’s receipt of payment from the City for undisputed services provided by the subcontractor. Contractor must pay interest of one and one-half percent (1½%) per month or any part of a month to the subcontractor on any undisputed amount not paid on time to the subcontractor. The minimum monthly interest penalty payment for an unpaid balance of $100.00 or more is $10.00. For an unpaid balance of less than $100.00, Contractor shall pay the actual penalty due to the subcontractor. A subcontractor who prevails in a civil action to collect interest penalties from the Contractor shall be awarded its costs and disbursements, inc luding attorney’s fees, incurred in bringing the action. 36. Severability. In the event that any provision of this Agreement shall be illegal or otherwise unenforceable, such provision shall be severed, and the balance of the Agreement shall continue in full force and effect. 37. Signatory. Each person executing this Agreement (“Signatory”) represents and warrants that they are duly authorized to sign on behalf of their respective organization. In the event Contractor did not authorize the Signatory to sign on its behalf, the Signatory agrees to assume responsibility for the duties and liability of Contractor, described in this Agreement, personally. 38. Counterparts and Electronic Communication. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which taken together shall constitute one and the same instrument. This Agreement may be transmitted by electronic mail in portable document format (pdf) and signatures appearing on electronic mail instruments shall be treated as original signatures. 37 9 39. Recitals. The City and Contractor agree that the Recitals are true and correct and are fully incorporated into this Agreement. IN WITNESS WHEREOF, the City and Contractor have caused this Independent Contractor Agreement to be executed by their duly authorized representatives in duplicate on the respective dates indicated below. JKLUTE LLC DBA COURT SURFACES AND REPAIR: CITY OF GOLDEN VALLEY: _______________________________ By: Jake Klute Title: Project Manager By: _________________________________ Roslyn Harmon, Mayor By: _________________________________ Noah Schuchman, City Manager 38 EXHIBIT A SCOPE OF WORK Contractor shall repair, resurface, and stripe two current tennis courts converting them into six pickleball courts, as more fully described in Exhibit B. Current tennis net standards will remain and future pickleball nets will be portable units provided by the City not requiring permanent net standards. 39 EXHIBIT B SPECIAL CONDITIONS 1. Strip all courts with a high-water pressure procedure. 2. Surface should be free of all loose material, dirt, oil, mildew and treated with an outdoor bleach. 3. All cracks 1/16” and up that do not exceed 3/8” shall be cleaned, weed killer applied and filled. 4. All cracks 3/8” or wider shall be routed and filled. 5. Any larger crack area requiring the use of Armor Crack Repair product shall be included. 6. All crack filler should be poured continuously until flush with existing surface. 7. Drill and fill all iron oxide pop-outs and blisters. 8. Crack filling product should be Elite Systems, Amsco Inc., Patch Binder or approved equivalent. 9. All repaired cracks must be finished flush to adjacent surfaces. 10. Entire surface must be checked for low areas, poor drainage and any other irregularities by flooding with water and allowed to drain for one hour. 11. Surface must be tolerance, so no depressions exceed 1/16” along a 10’straight edge. 12. All depressions holding water deeper then 1/16” shall be patched and leveled in accordance with recommendations of the manufacturer of the color finishing product. 13. All depressions must be repaired utilizing a plexi-binder acrylic surface system or approved equivalent sand filled emulsion mix. 14. Surface must have a tack coat to ensure bonding of application product. 15. No products should be applied when it is raining or rainfall is imminent and air temperature must be at least 50 degrees Fahrenheit and rising. 16. Do not apply product when surface temperature exceeds 140 degrees Fahrenheit. 17. Color coat must be a Color Flex product, Plexi-Pave System, Laykold or approved equal. 18. Pickleball court service area color shall be blue in color, non-volley zone shall be grey in color, and area surrounding the courts shall be green in color. 19. Pickleball court lines should be white, 2”in width and lined for a standard pickleball court. 20. Please use USA Pickleball court layout for lining courts. 21. Courts shall receive a minimum of two coats of black and filled emulsified asphalt filler course applied over entire surface area. 22. Finished surface shall be free of all ridges, depressions and tool marks. 23. Two color coats of textured color acrylic are required over the sand filled emulsified asphalt filler based on manufacturer specifications. One coat should be applied length wise and the second crosswise to the court. 24. Final surface shall be uniform in color and texture. 25. Do not cut or square tape on new court surface with razor, knife or other sharp instrument. 26. Court striping should be applied 24 hours after resurfacing, accurately located, marked and painted with 100% acrylic latex. 27. Playing edges must be free of rough edges. 28. Courts are to be striped in accordance with the Exhibit C site map. 40 EXHIBIT C SITE MAP 41 EXECUTIVE SUMMARY Community Development 763-512-2345 / 763-512-2344 (fax) Golden Valley City Council Meeting August 19, 2025 Agenda Item 3D.3. Approve Solar Purchase Agreement with Apadana, LLC for Rooftop Solar on Brookview Prepared By Ethan Kehrberg, Sustainability Specialist Chloe McGuire, Deputy Community Development Director Summary The Community and Economic Development Department released an RFP to add a rooftop solar array to Brookview. 10 proposals were submitted and Apadana, LLC was selected as the winning proposal. The proposal meets all the specifications outlined in the RFP. Under the agreement, a 124.5 kW DC array with 300 panels will be added to the roof of Brookview. This project will support the goals of the Resilience and Sustainability Plan and Energy Action Plan to develop clean, renewable energy in Golden Valley while saving energy and money. Financial or Budget Considerations The total project cost is $234,965 and is covered in the CIP budget. The cost of this project may be reduced by at least 30% because there are federal tax rebates still available through the end of this year. These savings are even available to tax-exempt entities like municipalities thanks to a new system called "elective pay" that allows tax-exempt entities to still receive reimbursement for eligible projects. Assuming all tax rebates, grants, and other incentives are received, this cost may be as low as $140,979. Over a 30-year period, Apadana projects roughly 4 million kWh of energy generation, which translates to $695,000 of projected utility savings. This means that the energy and cost savings from the array will pay for the price of the project after about 7 years. Legal Considerations This contract has been reviewed and approved by the Legal Department. Equity Considerations The first goal of Golden Valley's Resilience and Sustainability Plan is to "promote and develop clean, renewable energy." The Energy Action Plan also calls for reducing greenhouse gas emissions and supporting clean energy. It is well documented that low-income and historically disadvantaged groups are disproportionately affected by the effects of climate change. They also have a higher level of exposure to air pollution and experience higher rates of asthma and other negative health outcomes as a result. Solar power generation makes Brookview a more resilient building and it reduces greenhouse gas emissions and air pollution, which makes Golden Valley a safer and healthier community for everyone. After the initial payback period, the solar energy production will generate 42 hundreds of thousands of dollars in energy savings, which can be spent on other operations and programs to better serve the community. This project will pay for itself numerous times, not just with the economic savings, but with the positive environmental and public health benefits it creates and to act as an example for other energy projects in the City. Recommended Action Motion to approve a solar purchase agreement with Apadana, LLC. Supporting Documents Apadana, LLC Solar Purchase Agreement 43 APADANA. LLC PURCHASE ORDER – SOLAR PV SYSTEM PAGE 1 SOLAR PV SYSTEM - PURCHASE AGREEMENT THIS AGREEMENT (the “Agreement”) made the 19th day of August, 2025 (the “Effective Date”) by and between Apadana, LLC, dba Apadana Energy LLC dba Apadana Solar Technologies hereinafter “Apadana” and the City of Golden Valley hereinafter “Buyer”, collectively the “Parties”. WHEREAS Apadana is an engineering, procurement, and construction provider of solar PV systems (“solar array”), and WHEREAS Buyer seeks to purchase and install a new solar array at Buyer’s facility, and WHEREAS Buyer wishes to contract with Apadana to provide all necessary items, including labor and materials, to install a Solar Array, as defined herein, to be operated at Buyer location, and WHEREAS the Parties hereby agree that the terms and conditions contained herein shall be those which govern the purchase and installation of the Solar Array and that in the even that Buyer issues its own purchase order and terms contained in Buyer purchase order are in conflict with those contained herein, that the terms in this Agreement shall govern, NOW THEREFORE, the Parties hereby agree as follows: 1. Scope of Work Apadana shall furnish the material, labor, equipment, tools, and supervision necessary to construct a solar PV system described in the “Specifications” attached here to Exhibit A (the “Project”), which shall be delivered to and performed at Buyer’s property location identified below. In addition, Apadana shall obtain utility and city governmental approval of the engineering plans and permits for construction of the project. The cost of engineering and electrical building permit(s) is included in the lump sum amount. Any upgrades required for electrical code, electrical effectiveness and utility transmission capacity will be paid for by Buyer. Apadana will work with Buyer and the local utility to secure the interconnection agreement and bring the project through to commissioning. Buyer and Property Information Buyer City of Golden Valley – Brookview Golf Course Address for Solar Install 316 Brookview Parkway S, Golden Valley, MN Contact Ethan Kehrberg Phone 763-593-8083 Email ekehrberg@goldenvalleymn.gov Project Information Project Size in kW 124.5 DC Project Price Per Watt $1.89 Total Project Price $234,965 NOTE: Following an engineering site visit, the project size and components contained in this Purchase Order may change with advance notice to Buyer and Buyer agreement. 44 APADANA. LLC PURCHASE ORDER – SOLAR PV SYSTEM PAGE 2 Project size in kilowatts and subsequent project price may change based on utility feedback and approval parameters. Any alteration or deviation from the Specifications, including but not limited to any alteration or deviation involving modifications to specified material or labor, will be executed only upon a written order signed by the Parties (a “Change Order”). When a Change Order results in a price change, such a change will be incorporated into the Specifications, updating the Project Price. 2. Payments Buyer payment for services and materials included in the Specifications, which may be adjusted from time to time by a Change Order will be made in accordance with the Payment Schedule below. PAYMENT SCHEDULE AND TERMS Commitment Fee for Engineering and Permitting $11,748.00 5% for Engineering and Permits Material Procurement and Mobilization $140,979.00 60% of Project Fee shall be paid to Apadana by Buyer subsequent to utility approval for the purchase of solar material and scheduling of project mobilization. Installation Completion $70,490.00 30% of Project Fee to be paid when Apadana completes solar project installation of panels, inverters, and optimizers. Commissioning Retainer $11,748.00 Final 5% balance due when utility has commissioned the system. Extended Workmanship Warranty Extended Invertor Warranty $39,689.00 $6,240.00 Years 10 – 20 Years 12 – 20 TOTALS Total Project Cost Change Orders Apadana will provide any additional or substitute materials required by an approved Change Order and will issue an invoice for additional costs and Buyer will submit payment upon receipt of such invoice. a) Buyer checks should be made payable to Apadana, LLC b) Buyer payment by Credit Card is subject to a 3.5% processing fee. c) Buyer agrees that in the event of a Change Order where the project cost changes, then the payments due per the above schedule will be updated and Buyer will submit additional payments when necessary to meet the defined percent of total project cost. d) The commitment fee for engineering and permitting is not refundable. e) Any payment not received within five (5) days after commissioning of the project shall incur a late fee of $35 plus 1.5% monthly interest rate will be added for payments received after 5 days past the invoice due date. f) Apadana participates in the Credit Trade Exchange Program, reporting both prompt and slow payments. g) In the event that payment is not received as required, Apadana may suspend work on the project until such time as all payments due have been made. A failure to make payment for a period in excess of 30 days from the due date of the payment shall be deemed a material breach of this Agreement. 45 APADANA. LLC PURCHASE ORDER – SOLAR PV SYSTEM PAGE 3 3. General Working Provisions a) All work delivered under this Agreement shall be completed in a workman-like manner and in compliance with all building codes and other applicable laws. b) Apadana shall furnish a plan and scale drawing showing the shape, size dimensions, and construction and equipment specifications for property improvements, a description of the work to be done , and a description of the materials to be installed. c) Apadana may, at its sole discretion, engage qualified third-party subcontractors to perform any or all of the work associated with this project, provided Apadana shall remain responsible for the performance of such third parties and that such subcontractors shall be paid in full for their work. d) Apadana shall furnish to Buyer appropriate releases or waivers of lien for all work performed or materials provided at the time the next periodic payment shall be due, if requested by Buyer. e) All change orders shall be made in writing and signed both by Buyer and Apadana, and shall be incorporated herein, and become a part of this Agreement. f) Apadana shall at its own expense, unless noted in the Specifications, obtain all permits necessary for the work to be performed. g) Apadana shall remove all construction debris associated with this project and leave the property in pre-existing condition. h) Unless otherwise included in the Specification, Apadana will not be required to repair existing electrical wiring issues or code violations identified on the Project property. Such items will be identified and brought to the Buyer’s attention to resolve or be treated as a Change Order. i) Buyer will provide access to the property and roof for inspection or evaluation by local, state, or federal agencies , electric utility representatives, and as needed for engineering, permitting, certification and/or inspection. Once commissioned, certain solar energy equipment systems will be enabled to “net -meter” (i.e., to produce more electricity than that which is being consumed, with the excess electricity transferred to the utili ty grid for a credit). When consumption exceeds the PV system’s production, electricity will be drawn from the grid. j) Apadana shall mount solar modules and racking to the building’s roof, including any required electrical equipment such as inverters, electrical panels, utility meters, disconnects, and monitoring equipment shall be permanently mounted to the building’s exterior wall near the existing electrical service equipment . If needed, customer may install a fence around the wall-mounted panel and equipment to protect against vandalism. k) Industry best practices advise against installation of solar systems on roofs over 15 years of age. Buyer acknowledges that the entire existing roof is less than 15 years old and meets these requirement s, and Buyer assumes all future costs related to solar system modifications to accommodate roof repairs. l) The estimated energy production of the solar photovoltaic (PV) system described in this Proposal (Agreement) is based on system specifications, site conditions, and third-party modeling software, including but not limited to Aurora Solar, which utilizes 44-year historical weather and solar irradiance data specific to the installation location. These projections are intended solely for informational and planning purposes. Customer understands and acknowledges that actual system performance and energy output may vary year to year from these estimates due to numerous factors beyond Apadana’s control, including but not limited to variations in weather and climate patterns, changes in shading or environmental conditions, utility grid limitations, equipment degradation, and other unforeseen circumstances. Installer does not guarantee or warrant specific energy production levels or financial savings. Apadana expressly disclaims any liability for losses or underperformance arising from deviations between estimated and actual system production attributable to weather variability or other external factors not caused by Installer’s negligence or breach of contract. 46 APADANA. LLC PURCHASE ORDER – SOLAR PV SYSTEM PAGE 4 m) Any financial models, return-on-investment (ROI) estimates, payback timelines, or related economic forecasts provided by Apadana are based on assumptions including, but not limited to, estimated solar energy production, current utility rates and rate structures, available tax incentives or rebates, and customer energy usage patterns. These estimates are intended for illustrative purposes only and do not constitute a guarantee of performance, savings, or financial return. Customer acknowledges that utility r ates may change, tax incentives may expire or become unavailable, and actual energy usage or system output may vary due to weather, maintenance, or other factors outside Installer’s control. As such, Installer makes no warranty or representation regarding the accuracy of projected financial outcomes and shall not be held liable for any difference between projected and actual savings, returns, or payback period. n) Upon completion of the installation, Apadana will arrange for inspection of the system by the municipal inspector and/or utility inspector. Upon successful completion of these inspections, the solar system will be turned on for operation. Apadana has no control over the scheduling of these inspections and will make the best efforts to expedite them when possible. o) Buyer will make the property accessible and all electrical equipment available for maintenance and inspection at any reasonable time. If Apadana performance of any obligation hereunder is delayed due to reasons beyond Apadana control, the time for performance of such obligation will be postponed for a period equal to the number of days of such delay. In no event will Apadana be liable for any damages or loss of production resulting from any delay in the delivery or repair of the equipment or any delay in the performance of any maintenance outside of Apadana’s control. p) All repairs, maintenance, and related solar system warranty work performed by any third party hired by the Buyer without Apadana written approval shall nullify any existing solar system warranties. q) Apadana is responsible for all shipping, tax, and delivery cost of all equipment and materials. 4. Warranties a) Apadana utilizes manufacturers’ performance and production specifications to engineer the PV system and disclaims any responsibility or guarantee for actual energy production achieved by the PV system which relies significantly on local site conditions and other variable outside Apadana’s control. b) All warranties are subject to and contingent upon payment in full of all amounts as set forth in this agreement. Manufacturer’s warranties are passed through to the Buyer. The warranties herein do not apply to damage from fire (except if it was directly caused by the solar installation), vandalism, extreme acts of nature, and other conditions beyond control of Apadana. c) Apadana workmanship warranties are solely limited to the proper installation of the solar system. Apadana cannot promise total uninterrupted or error-free operation of the Solar PV equipment, which is dependent on electrical components and other variables including Wi-Fi, internet, and utility transmission. d) Apadana shall not be liable under any circumstances for limitations, depletion, interruptions, disruptions, or fluctuations in the energy collection to or output from the solar panels or equipment caused by occurrences beyond the control of Apadana. e) All solar and electrical equipment is warranted by the manufacturers. Manufacturers provide 25 or 30-year performance warranties for solar modules, and 10 to 20 years inverter warranties (depending on model) which can be extended with the purchase of extended warranty coverage. f) Installation and workmanship warranties are provided for 10 years and can be extended up to 25 years from the date of commissioning of the solar system with the purchase of extended warranty coverage . Project-specific warranties are listed in the Specifications. 47 APADANA. LLC PURCHASE ORDER – SOLAR PV SYSTEM PAGE 5 g) Apadana shall not warranty occurrences of failure including, and without limitation, manufacturing defects; design specifications of the equipment; pre-existing conditions of the roof, trees or obstacles impeding the solar system, sunlight depletion, blockage or limitations; unintended or increased shading within or near the vicinity , weather-related impacts, Buyer or third party tampering with the solar equipment or other electrical equipment, including attempts to reposition equipment, walk on top of or hinder equipment, re-calibrate or reorient the equipment or electrical flow, lightning, static electricity, temperature cycling and/or fluctuation, the collection on or near the equipment of dust, leaves, debris or burying rodents or birds nesting and damaging equipment, hail damage, water damage, or damage to the equipment caused by events beyond the control or foreseeability of Apadana, such as, but not limited to, issues arising from plumbing, mechanical or electrical interfaces with the solar equipment or solar system malfunctions due to manufacturing defects or deficiencies. EXCEPT FOR THE WARRANTIES SET FORTH IN THIS AGREEMENT AND ANY SPECIFICATION, EACH PARTY EXPRESSLY DISCLAIMS ANY AND ALL OTHER WARRANTIES OF ANY KIND OR NATURE, WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, INCLUDING WITHOUT LIMITATION TO ANY WARRANTY THAT DELIVERABLES ARE ERROR-FREE, OR ARE COMPATIBLE WITH ALL HARDWARE AND SOFTWARE CONFIGURATIONS, AND ANY AND ALL WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. DELIVERABLES, INTELLECTUAL PROPERTY, TECHNICAL SUPPORT AND/OR SERVICES UNDER THIS AGREEMENT ARE PROVIDED “AS IS”. 5. Insurance Apadana, and any subcontractor involved in this project, has purchased insurance and agrees that they will keep in force for the duration of the performance of the work or for such longer term as may be required by this agreement, in a company or companies lawfully authorized to do business in the State of Minnesota, such insurance as will protect the Buyer and the owner of the real property, from claims for loss or injury, which might arise out of or result from Apadana’s performance hereunder. Apadana represents and agrees that said insurance is written for and shall be maintained in an amount not less than the limits of the liability specified below or required by law, whichever coverage is greater. Apadana certifies that coverage written on a "claims made" form will be maintained without interruption from the commencement of work until the expiration of all applicable statutes of limitation. Worker's Compensation $500,000. Comprehensive General Liability with limits of not less than $1,000,000 per occurrence. Comprehensive Automobile Liability (owned, non-owned, hired) of $1,000,000 for each accident. 6. Notices Any notice to be given or document to be delivered to either the Buyer or Apadana pursuant to the Agreement will be sufficient if delivered personally or sent by prepaid registered mail to the address specified below. Any written notice or delivery of documents will have been given, made, and received on the day of delivery if delivered personally or on the third (3rd) consecutive business day next following the date of mailing if sent by prepaid registered mail: To Apadana: Lev Buslovich, President, Apadana, 3401 Nevada Avenue North, New Hope, MN 55427 To Buyer: Ethan Kehrberg, Sustainability Specialist, 7800 Golden Valley Road, Golden Valley, MN 55427 48 APADANA. LLC PURCHASE ORDER – SOLAR PV SYSTEM PAGE 6 7. General Provisions: a) Heading. Headings are inserted for the convenience only and are not to be considered when interpreting this Agreement. Words in the singular mean and include the plural and vice versa. Words in the masculine mean and include the feminine and vice versa. b) Survival. Sections 2, 4 and 5 shall survive termination of this Agreement. c) No Assignment. Neither Party may assign its right or delegate its performance hereunder without prior written consent of the other party, and any attempted assignment or delegation without such consent will be void. d) Modifications. This Agreement shall not be altered, amended, nor modified by oral representation made before or after the execution of this Agreement. Any modifications to this Agreement must be in writing and duly executed by all Parties. Any waiver of any requirement of this Agreement shall be limited to the circumstance or event specifically referenced in the written waiver document and shall not be deemed a waiver of any other term of this Agreement. e) Governing Law. This Agreement will be governed by and construed in accordance with the laws of the State of Minnesota, including the Minnesota Uniform Commercial Code and the Buyer and Apadana hereby attorn to the jurisdiction of the Courts of the State of Minnesota. f) Severability. The provisions of this Agreement are severable. If any portion, provision, or part of this Agreement is held, determined, or adjudicated by a court of competent jurisdiction to be invalid, unenforceable or void for any reason whatsoever, each such portion, provision or part shall be severed from the remaining portions, provisions or parts of this Agreement and shall not affect the validity or enforceability of any remaining portions, provisions or parts, which remaining portions, provisions or parts shall be enforced as amended. g) Inurement of Agreement. This Agreement will inure to the benefit of and be binding upon the Buyer and Apadana and their respective successors and assigns. h) Agreement Timing. Time is of the essence in this Agreement. Both parties will use reasonable business efforts to perform all tasks laid out in this Agreement. i) Capacity to Sign. The individual whose signatures are affixed to this Agreement in a representative capacity represent and warrant that they are authorized to execute the Agreement on behalf of and to bind the entity on whose behalf the signature is affixed. j) Buyer Right to Cancel Agreement. Buyer may cancel this purchase any time prior to midnight of the third business day following purchase date. See attached notice of cancellation form for an explanation of this right. k) Entire Agreement. This Agreement constitutes the entire agreement between the parties and there are no further items or provision either oral or otherwise. Buyer acknowledges that it has not relied upon any representations of Apadana as to prospective performance of any subject matter covered in this Agreement but has relied upon its own inspection and investigation of the subject matter. This Agreement, along with the Specifications, represent a single, integrated, written contract expressing the entire understanding and agreement between the Parties concerning the subject matter hereof and supersedes any prior agreements, written or oral, relating thereto. 49 APADANA. LLC PURCHASE ORDER – SOLAR PV SYSTEM PAGE 7 IN WITNESS THEREOF, the parties by signing below agree to the terms and conditions as outlined within. Apadana, LLC BUYER: Authorized Signature: Authorized Signature: Name (printed) Name: Noah Schuchman, City Manager Date: Date: 50 APADANA. LLC PURCHASE ORDER – SOLAR PV SYSTEM PAGE 8 EXHIBIT A Specifications 51 • T-E.2.1.5 IRR Ben Ganje 612-280-7469 ben.ganje@apadanatechnology.com *Zero out-of-pocket financing available Cash Payback 6.9 Years *Assumes all grants/incentives are received 9/3/2025 15.50% *30 years cumulative; system can operate beyond 40 years *Internal Rate of Return on 30 years 143,755 kWh in 1st year; 4,014,110 kWh over 30 years • Environmental Benefits Total Revenue $892,340 6,182,131 lbs. of CO2, which is equivalent to 46,929 trees growing for 10 years Preliminary Design System Size: 124.5 kW DC / 300 Panels Golden Valley Brookview Project Cost 1st Year Net Cost $140,979 $234,965 Contact: *Price Valid Until 316 Brookview Parkway S, Golden Valley, MN 55427 8/4/2025 Rev 1 TRUE © ApadanaSolarTech.com 3401 Nevada Ave N, Minneapolis, MN 55427 (612) 636-1241 52 • • • 25 Year Optimizer Warranty • SolarEdge Inverters and Power Optimizers • 10 Year Installation Workmanship Warranty • Ecolibrium Ecofoot 2+ Racking T-E.2.1.5 124.5 kW, 300 panels -Extendable to 25 Years What are my warranties? • 30 Year Panel Production Warranty -Extendable to 20 years YOUR PRODUCT WARRANTIESYOUR SOLAR SPECS *No consumption data was provided What kind of material will be installed? What will my system size be? • 25 Year Racking Warranty Monocrystalline 415 Watt Bi-Facial ZNShine Tier 1 Panels or Equivalent • 12 Year Inverter Warranty Solar Utility 28% Energy Offset 0 10000 20000 30000 40000 50000 Jan Feb Mar Apr May Jun Jul Aug Sep Oct Nov Dec kWh MONTHLY PRODUCTION Consumption*Production ($200,000) ($100,000) $0 $100,000 $200,000 $300,000 $400,000 $500,000 $600,000 $700,000 0 5 10 15 20 25 30 0 5 10 15 20 25 30 Payback: <1 Yrs Loan Payback: 6.9 Yrs Cash Cumulative Cash Flows © ApadanaSolarTech.com 3401 Nevada Ave N, Minneapolis, MN 55427 (612) 636-1241 53 HOW MUCH WILL IT SAVE ME (AND THE PLANET)? $93,986 in tax savings $101,589 includes all Utility Incentives and/or Grants $140,979 $695,423 worth of projected utility savings! Price valid until: I intend to 11,748.00$ Commitment Fee for Engineering & Permitting 140,979.00$ Material Procurement and Mobilization 70,490.00$ Project Installation 11,748.00$ Project Completion Balance System Size:124.5 kWdc T-E.2.1.5 Your initial payment $234,965 or $1.89/watt, full turnkey design and installation YOUR SOLAR FINANCES You get back ...and For a net cost of Name of authorized representative Signature Date This document represents a Letter of Intent (LOI). Signature of this LOI is a binding contract indicating that both parties are intending to install a solar system as proposed in this LOI. Both parties agree to use reasonable business efforts to negotiate in good faith a construction contract that includes but is not limited to the financial milestones presented in this LOI. The initial non-refundable payment of the Commitment Fee for Engineering and Permitting is due upon signature of this LOI. Additionally, upon receipt of payment, Apadana shall proceed by conducting additional due diligence and engineering. Upon completing engineering work, both parties shall negotiate in good faith a construction contract that binds each party to finish the installation of the solar array identified in this LOI. By signing this proposal/ contract, you authorize Apadana LLC to apply for electrical permit, building permit, and electrical inspection if required. I accept the solar system proposal by Apadana Energy LLC dba Apadana Solar Technologies. 9/3/2025 Rev 1 Over the 30-years Pay CashPay Cash PPA Finance © ApadanaSolarTech.com 3401 Nevada Ave N, Minneapolis, MN 55427 (612) 636-1241 54 Total Project Cost $234,965 Utility Xcel Energy Installed Cost ($/Wdc)$1.89 Starting Cost of Electricity $0.1020 Project Payback (Years)6.9 System Capacity (kW DC)124.50 Internal Rate of Return (IRR)15.5%Number of Modules 300 Prepared for Golden Valley Brookview Proposal ID Rev 1 (CASH)Current Customer Usage (kWh/yr)521,928 316 Brookview Parkway S, Golden Valley, MN 55427Pricing expires 9/3/2025 Total Net Savings (30 yr life)$657,375 Portion to be offset by solar 28% Year Production*Demand**Incentives***Investment Tax Credit (40%) Federal Depreciation State Depreciation Annual Cumulative 0 $93,986 ($234,965)($140,979)($140,979) 1 143,756 $14,659 $409 $4,313 $19,380 ($121,599) 2 143,037 $15,096 $415 $4,291 $19,802 ($101,797) 3 142,322 $15,546 $421 $4,270 $20,237 ($81,560) 4 141,610 $16,010 $427 $4,248 $20,686 ($60,875) 5 140,902 $16,487 $434 $4,227 $21,148 ($39,726) 6 140,197 $16,979 $440 $4,206 ($500)$21,125 ($18,601) 7 139,496 $17,485 $447 $4,185 $22,117 $3,516 8 138,799 $18,007 $454 $4,164 $22,625 $26,141 9 138,105 $18,544 $460 $4,143 $23,148 $49,288 10 137,414 $19,097 $467 $4,122 $23,687 $72,975 11 136,727 $19,667 $474 $4,102 ($500)$23,743 $96,718 12 136,044 $20,253 $481 $4,081 $24,816 $121,534 13 135,364 $20,857 $489 $4,061 $25,407 $146,941 14 134,687 $21,479 $496 $4,041 $26,016 $172,957 15 134,013 $22,120 $503 $4,020 $26,644 $199,601 16 133,343 $22,780 $511 $4,000 ($12,000)$15,291 $214,892 17 132,676 $23,459 $519 $3,980 $27,958 $242,850 18 132,013 $24,159 $526 $3,960 $28,646 $271,495 19 131,353 $24,879 $534 $3,941 $29,354 $300,849 20 130,696 $25,621 $542 $3,921 $30,085 $330,934 21 130,043 $26,386 $550 $3,901 ($500)$30,337 $361,271 22 129,393 $27,172 $559 $3,882 $31,613 $392,884 23 128,746 $27,983 $567 $3,862 $32,412 $425,297 24 128,102 $28,817 $576 $3,843 $33,236 $458,533 25 127,461 $29,677 $584 $3,824 $34,085 $492,618 26 126,824 $30,562 $593 ($500)$30,655 $523,273 27 126,190 $31,474 $602 $32,075 $555,348 28 125,559 $32,412 $611 $33,023 $588,372 29 124,931 $33,379 $620 $33,999 $622,371 30 124,307 $34,375 $629 $35,004 $657,375 Total 4,014,110 ($248,965) NOTE: Actual future performance, values, and returns for each specific solar installation cannot be guaranteed. ⁰ Module degredation 0.50%⁰ Annual degradation based on Apadana and industry data. Annual degradation 0.5%. * Rate escalation 3.50%* Calculated using current utility rates for your customer class, extrapolated forward at an estimated annual rate escalation. ** Demand savings 7.80%** Based on analysis of data from a broad mix of actual, operating installations *** Incentives based on current utility programs, includes Xcel PV Demand Credit Rider calculated to be $0.03/kWh † Fed. & state tax rate N/A † Employs modified accellerated depreciation, customer should consult a tax advisor, bonus depreciation may be available. ‡ Includes cell card replacements (avoidable w/ internet access) and intverter replacement at estimated (extended warranty available) Numbers above are estimates based on industry standards using 44-year average of geological data. Actual numbers may vary. Consult with your tax advisor or CPA to confirm all tax estimates presented here. $812,354 $93,986 $657,375 ASSUMPTIONS NOTES INVESTMENT SYSTEM Solar Production [kWh]⁰ Revenue Tax Benefits †Cost & Operating Expense ‡ Cash Flow © ApadanaSolarTech.com 3401 Nevada Ave N, Minneapolis, MN 5542755 EXECUTIVE SUMMARY Community Development 763-512-2345 / 763-512-2344 (fax) Golden Valley City Council Meeting August 19, 2025 Agenda Item 3D.4. Approve Professional Services Amendment #2 with Bolton & Menk for 2025 Mill and Overlay (Proj. #24-07) Prepared By Caleb Brolsma, Assistant City Engineer Michael Ryan, City Engineer Summary This scope amendment for construction materials testing services with the City's consultant, Bolton & Menk, will allow them to contract with American Engineering Testing (AET) to perform the quality assurance and quality control testing associated with soil compaction, concrete work, and pavement for the 2025 Mill and Overlay. These services are required for compliance with the Municipal State Aid program and to ensure materials meet MnDOT standards. AET will collect samples, perform testing, evaluate results, and develop reports associated with construction materials and earthwork at the project. Financial or Budget Considerations The total cost of this scope amendment is a not-to-exceed fee of $30,000.00, including $25,535.50 for material testing and $4,464.50 for project management and contingency. This project is accounted for under the S-013 Pavement Management Overlays CIP item, which has a total budget of $1,750,000. Other contracts associated with this CIP item include a contract with Bolton & Menk for $103,747.00 and a construction contract with Valley Paving in the amount of $1,641,759.42. Including scope amendment 2, the total cost of contracts under this CIP item is $1,775,506.42. Additional funds will be leveraged from CIP items S-018 and S-046 to accommodate the costs exceeding the approved budget. The fund for this project is 6169.6340. Legal Considerations The City Attorney's office has reviewed and approved this amendment. Equity Considerations Performing materials testing ensures that materials used in City projects meet standards and that consistent construction materials are used across the city. Recommended Action Motion to Approve Professional Services Amendment #2 with Bolton & Menk for 2025 Mill and Overlay (Proj. #24-07) 56 Supporting Documents 24-07 Amendment 2.pdf 57 Amendment No. 2 to 2025 Mill and Overlay (Proj. 24-07) Scope Amendment No. 2 City Project No. 24-07 SP/SAP No. N/A Contract Effective Date 03/18/25 CIP Number S-013 Legal Review Number 25-168 Consultant Bolton & Menk Inc. Address 1960 Premier Drive, Mankato, MN 56001 Page 1 of 1 Scope Amendment Summary: The City’s consultant, Bolton & Menk, will subcontract the materials testing company American Engineering Testing (AET) to perform the necessary material testing for the project. The below line item includes $25,535.50 for material testing per the attached quote, and $4,464.50 for project management related to this item and contingency in the event additional testing is required. Proposed Additional Fees Line-Item Description Fee Task 3: Construction Services $30,000 Total Additional Fee $30,000 Signatures Title Signature Date Mayor City Manager Consultant’s Authorized Representative Attachments: AET GV 2025 Mill and Overlay Estimate 58 Minimum Likely Minimum Likely 7 7 656.00 4,592.00 4,592.00 28 42 59.00 1,652.00 2,478.00 Topsoil Borrow CY 120 1 2 1 1 358.00 358.00 358.00 75 90 44.00 3,300.00 3,960.00 15 18 105.00 1,575.00 1,890.00 26 70 Subtotal =11,477.00 13,278.00 Notes: Unit Rate ($)Minimum Quantity Likely Quantity Minimum Cost Mile 1.35 650 650 877.50 Hour 120.00 70 70 8,400.00 Hour 200.00 12 14 2,400.00 Hour 90.00 2 2 180.00 Subtotal =11,857.50 Minimum Likely Estimate prepared by: Madilyn Frisk 23,334.50 25,535.50 1. Material quantities are estimated based upon Statement of Estimated Quantities, conversions, and plans. 2. Number of "Likely" bituminous samples, cores, and trips assumes 6 days of paving (800 to 1100 tons of bituminous per day). Assumes testing of all companion cores and longitudinal density cores. 3. We have not included time for marking bituminous core locations or for determining the random bituminous core locations. Concrete sample pick up from job site Materials Testing Estimate for 2025 Mill & Overlay Project ‒ 2023 MnDOT SMC Agency Testing & Frequency CP 24-07; Golden Valley, Minnesota Cost ($)Cost per Test ($) # of Tests 12,257.50 QuantityUnits Time and Mileage Material HoursTrips Project Administrator Total Cost Estimate = Concrete Compressive Strength, Curing, & Handling 4x8 Cylinders (includes mold) (5 cyls/100 CY) Bituminous - SP WE/NW TON 6,330 7 14 Companion Core Density & Thickness Concrete - Sidewalk, Curb & Gutter, Median, Driveway Apron CY ±586 18 54 Plastic Concrete Testing (1 set of tests/100 CY) - Included in hourly rate see below Engineer II, Project Management 180.00 2,800.00 Mileage, Personal Automobile/Truck 877.50 Technician II 8,400.00 Topsoil Borrow Testing (Engineer's discretion) MnDOT Gyratory Mix Properties (1/day/mix type) Likely Cost Page 1 of 1 59 EXECUTIVE SUMMARY Administrative Services 763-512-2345 / 763-512-2344 (fax) Golden Valley City Council Meeting August 19, 2025 Agenda Item 3D.5. Approve Purchase of Site License and Configuration Services for Upgrade to Laserfiche Cloud with OPG-3, Inc. Prepared By John Peterson, IT Manager Melissa Croft, Deputy City Clerk (Records) Summary Laserfiche is one of the City’s primary electronic records management systems, used to securely store, organize, search, and retrieve official records in compliance with the Minnesota Government Data Practices Act. It serves as the central hub for managing both active and archived records, ensuring information is accessible to authorized staff while protecting sensitive and private data. Laserfiche also supports workflow automation, reduces reliance on paper, and streamlines responses to public data requests. The City currently accesses Laserfiche through a self-hosted environment maintained by LOGIS (Local Government Information Systems). While this model has served us well, it limits our ability to control upgrades, apply configuration changes quickly, and fully leverage the latest features. Moving to the Laserfiche Cloud platform will give the City direct control over the system, ensuring timely access to new functionality, security enhancements, and integration options with other City systems. The cloud model also provides improved system performance and more flexible access for staff. Transitioning to Laserfiche Cloud aligns with the City’s strategic goals for operational efficiency, transparency, and data security. It modernizes our records management infrastructure, reduces dependency on third-party hosting, and positions the City to expand automation, improve user experience, and adapt to evolving legal requirements. Staff recommends approval of this upgrade to ensure the City maintains a secure, efficient, and future-ready records management program. Financial or Budget Considerations The cost of upgrading to Laserfiche's cloud subscription is comparable to that of our current model, which is an existing recurring item in the City's budget. Legal Considerations This item has been reviewed and approved by the Legal department. Equity Considerations 60 This item aligns with the City's equity goals by improving the ease of use by staff as well as the community, who access City data via Laserfiche's public portal. Recommended Action Motion to approve purchase of site license and configuration services for upgrade to Laserfiche Cloud with OPG-3, Inc. Supporting Documents Laserfiche Cloud Quote and Terms - OPG-3 61 By:_________________________ Roslyn Harmon, Mayor :_________________ The City of Golden Valley By:_________________________ Noah Schuchman, City Manager : 62 1 Laserfiche Data Processing Addendum Effective Date: September 1, 2023 This Data Processing Addendum, including its Annexes and the Standard Contractual Clauses (collectively, the "DPA" or the “Addendum”) sets forth the parties obligations with respect to the Processing of Personal Data in connection with Laserfiche’s provision of Laserfiche cloud services subscribed by you (“Cloud Services”) in accordance with the Laserfiche Cloud Subscription Agreement or other agreement under which Laserfiche provides the Cloud Services to you (the “Laserfiche Cloud Subscription Agreement” or “Agreement”) between the party identified as "you" or "Subscriber" in the Agreement and Laserfiche. The term “Laserfiche” and any other capitalized terms utilized in this DPA, but not defined herein, have their respective meanings as set forth in the Laserfiche Cloud Subscription Agreement. This DPA is incorporated into and forms part of the terms and conditions of the Agreement and will remain in force for the duration of the Subscription Term of the Cloud Services. By entering into the Agreement, you enter into this DPA on behalf of yourself and, to the extent required under Applicable Data Protection Law, in the name and on behalf of your Permitted Affiliates. For the purposes of this DPA only, and except where indicated otherwise, the terms "you" and “Subscriber” shall include you, Subscriber and such Permitted Affiliates. 1. Definitions 1.1 “Applicable Data Protection Law” means all data protection and privacy laws and regulations applicable to the Personal Data in question, including, where applicable, (i) European Data Protection Law and the Swiss DPA, (ii) PIPEDA and any applicable provincial law declared substantially similar to PIPEDA, and (iii) laws of the United States, including the CCPA, the Virginia Consumer Data Protection Act, the Colorado Privacy Act, the Utah Consumer Privacy Act, and the Connecticut Act Concerning Personal Data Privacy and Online Monitoring. 1.2 "CCPA" means Title 1.81.5. California Consumer Privacy Act of 2018 (California Civil Code §§ 1798.100–1798.199) and its implementing regulations, as amended, superseded or replaced. 1.3 "Data Privacy Framework" means (as applicable) the EU-U.S. Data Privacy Framework, the Swiss- U.S. Data Privacy Framework and the UK Extension to the EU-U.S. Data Privacy Framework self- certification programs operated by the U.S. Department of Commerce, and their respective successors. 1.4 "Data Privacy Framework Principles" means the Principles and Supplemental Principles contained in the relevant Data Privacy Framework, as amended, superseded or replaced. 1.5 “Data Subject” means a data subject, consumer, or identified or identifiable natural person. 1.6 "European Data Protection Law" means (i) Regulation (EU) 2016/679 of the European Parliament and of the Council of April 27, 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data (General Data Protection Regulation or "EU GDPR"); (ii) the EU GDPR as saved into United Kingdom law by virtue of section 3 of the United Kingdom's European Union (Withdrawal) Act 2018 (the "UK GDPR"); (iii) Directive 63 2 2002/58/EC concerning the processing of personal data and the protection of privacy in the electronic communications sector; and (iv) any and all applicable national data protection laws made under, pursuant to or that apply in conjunction with any of (i), (ii) or (iii); (in each case, as may be amended, superseded or replaced from time to time). 1.7 “Laserfiche Affiliate” means the subsidiaries of Compulink Management Center, Inc. that may assist in the performance of the Cloud Services in accordance with this DPA. 1.8 "Permitted Affiliate" means any Affiliate of Subscriber which: (i) is subject to Applicable Data Protection Law; and (ii) is permitted to use the Cloud Services pursuant to the Agreement, but has not signed its own Agreement with Laserfiche and is not a "Subscriber" as defined under the Agreement. 1.9 "Personal Data" means any personal data, personal information or personally identifiable information (as defined under Applicable Data Protection Law) that Laserfiche processes on behalf of Subscriber in connection with the provision of the Cloud Services, as more particularly described in Annex 1 of this DPA. 1.10 "PIPEDA" means the Canadian Personal Information Protection and Electronic Documents Act, 2000. 1.11 "Restricted Transfer" means: (i) where the EU GDPR applies, a transfer of Personal Data from the European Economic Area to a country outside of the European Economic Area which is not subject to an adequacy determination by the European Commission; (ii) where the UK GDPR applies, a transfer of Personal Data from the United Kingdom to any other country which is not based on adequacy regulations pursuant to Section 17A of the United Kingdom Data Protection Act 2018; and (iii) where the Swiss DPA applies, a transfer of Personal Data from Switzerland to any other country which is not determined to provide adequate protection for personal data by the Federal Data Protection and Information Commission or Federal Council (as applicable). 1.12 "Standard Contractual Clauses" means: (i) where the EU GDPR or Swiss DPA applies, the contractual clauses annexed to the European Commission's Implementing Decision 2021/914 of 4 June 2021 on standard contractual clauses for the transfer of personal data to third countries pursuant to Regulation (EU) 2016/679 of the European Parliament and of the Council ("EU SCCs"); and (ii) where the UK GDPR applies, the "International Data Transfer Addendum to the EU Commission Standard Contractual Clauses" issued by the Information Commissioner under s.119A(1) of the Data Protection Act 2018 ("UK Addendum"). 1.13 "Swiss DPA" means the Swiss Federal Act on Data Protection 1992 (including as amended or superseded). 1.14 “Subprocessor” means direct and indirect subcontractors of Laserfiche and Laserfiche Affiliates, which may Process Personal Data in accordance with this DPA, including, without limitation, Laserfiche Solution Providers. For the avoidance of doubt, a Laserfiche employee, independent contractor or consultant is not a Subprocessor. Where applicable, the terms “controller,” “business,” “processor,” “service provider,” “data subject,” “consumer,” “process,” “personal data,” “personal information,” “sell,” “share,” “business purpose,” 64 3 “commercial purpose,” “supervisory authority,” “deidentified,” “aggregate consumer information,” (or any equivalent terms) shall have the meaning ascribed to them under Applicable Data Protection Law. 2. Scope and Applicability of this DPA 2.1 This DPA applies where and only to the extent that Laserfiche processes Personal Data that is subject to Applicable Data Protection Law on behalf of Subscriber as a Processor or a Service Provider (as applicable) in the course of providing the Cloud Services. 3. Role and Obligations of the Parties 3.1 You acknowledge and agree that with regard to the Processing of Personal Data under this DPA, Laserfiche is the Processor or the Service Provider (as applicable) and you are the Controller or Business (as applicable) of the Personal Data or you have obtained the authorization of relevant Controller(s) or Business(es) to agree to the Processing of Personal Data by Laserfiche as set forth in this DPA. You are responsible for the lawfulness of the instructions you provide to Laserfiche regarding the Processing of Personal Data and compliance with your obligations as a Controller or a Business (as applicable) under Applicable Data Protection Law and in accordance with the features and functionality of the Cloud Services and the Documentation. You will not use the Cloud Services in conjunction with Personal Data to the extent that doing so would violate Applicable Data Protection Law. 3.2 You warrant that you have all the necessary rights to provide the Personal Data to Laserfiche for the Processing to be performed in relation to the Cloud Services. To the extent required by Applicable Data Protection Law, you are responsible for ensuring that any necessary notices to Data Subjects or Consumers (as applicable) are provided and any necessary Data Subject or Consumer (as applicable) consents to this Processing are obtained, and for ensuring that a record of such consents is maintained. You have sole responsibility for the accuracy, quality, and legality of Personal Data and the means by which you acquired Personal Data. 3.3 During the Subscription Term, you appoint Laserfiche as a Processor or a Service Provider (as applicable) with respect to the Personal Data you provide to Laserfiche under the Agreement and consent to the use of Subprocessors by Laserfiche in order to allow Laserfiche to fulfill its contractual obligations under the Agreement, in accordance with Section 5 of this DPA. Laserfiche is responsible for compliance with its obligations under this DPA and for compliance with its obligations as a Processor or a Service Provider (as applicable) under Applicable Data Protection Law. Laserfiche is not responsible for determining the requirements of laws applicable to your business or that Laserfiche’s provision of Cloud Services meet the requirements of such laws. 3.4 As a Processor or a Service Provider (as applicable), Laserfiche and any Subprocessors, will Process Personal Data solely for the purpose of (i) providing the Cloud Services in accordance with the Agreement and this DPA, as further described in Annex I of this DPA; (ii) complying with your documented written lawful instructions, or (iii) complying with Laserfiche’s regulatory or other legal obligations, all in accordance with the terms of this DPA. 3.5 To the extent that any Personal Data is “personal information” subject to the CCPA, Laserfiche shall not further: (i) sell or share the Personal Data, (ii) collect, retain, use, or disclose the Personal Data for any purpose, including a commercial purpose, other than for the specific business purpose of providing the Cloud Services specified in the Agreement or as permitted or required under 65 4 Applicable Data Protection Law, (iii) retain, use, or disclose the Personal Data outside of the parties’ direct business relationship; or (iv) combine Personal Data with personal information that Laserfiche receives from or on behalf of another person, or collects from its own interactions with any other sources, provided that Laserfiche may combine personal information to perform any business purpose as otherwise permitted by the CCPA. Laserfiche certifies that it understands these restrictions and will comply with them. Notwithstanding elsewhere in this DPA, to the extent any Personal Data becomes “deidentified” or in the “aggregate” as those terms are defined under Applicable Data Protection Law, Laserfiche may use such information for any commercial purpose in accordance with Applicable Data Protection Law, including but not limited to developing analytics, and may retain, use and disclose such information for such purpose, without restriction. Laserfiche further agrees that: (i) Laserfiche shall comply with applicable obligations under CCPA and provide the same level of privacy protection as is required by CCPA; (ii) you have the right to take reasonable and appropriate steps to help ensure that Laserfiche uses Personal Data in a manner consistent with your obligations under CCPA; (iii) Laserfiche shall notify you if it makes a determination that it can no longer meet its obligations under CCPA; and (iv) you have the right, upon notice, to take reasonable and appropriate steps to stop and remediate unauthorized use of Personal Data. 3.6 You warrant that Laserfiche’s processing of Personal Data in accordance with your instructions will not violate or cause Laserfiche to violate Data Protection Law or third-party terms. If Laserfiche reasonably believes that your documented written instructions violate Applicable Data Protection Law, Laserfiche may suspend the performance until you have modified or confirmed the lawfulness of such documented written instructions. If Laserfiche notifies you that either the documented written instructions or the expense for such written instructions are not feasible you may terminate the Cloud Services by providing Laserfiche with a written notice within one month after notification. Laserfiche will refund a prorated portion of any prepaid charges for the period after such termination date. The parties agree that this DPA and the Agreement set out your complete and final instructions to Laserfiche in relation to the Processing of Personal Data and Processing outside the scope of these instructions (if any) shall require prior written agreement between Subscriber and Laserfiche. 4. Cooperation 4.1 Correspondence. To the extent permitted by law, Laserfiche will inform you of (i) requests from Data Subjects or Consumers (as applicable) exercising their rights under Applicable Data Protection Law (including requests to access, restrict, receive and transmit, delete or erase, rectify, or object to Processing of specific Personal Data and right to opt-out from the sale of their personal information as applicable) and (ii) any other correspondence, enquiry or complaint received from a Data Subject, Consumer, regulator or other third party addressed to Laserfiche regarding Personal Data processed by Laserfiche in connection with the Cloud Services (collectively "Correspondence") but only where Laserfiche is made aware that such Correspondence relates to You as a Controller. You will be responsible for responding to such Correspondence. 4.2 Unless required by applicable law, Laserfiche will not respond directly to any Correspondence and will reasonably assist you in responding to such Correspondence to the extent that you are unable to independently access the relevant Personal Data within the Services Environment. In such case, you may submit a “service request” by emailing privacy@laserfiche.com, and provide detailed 66 5 written instructions to Laserfiche (including the Personal Data necessary to identify the Data Subject or the Consumer) on how to reasonably assist with such Correspondence in relation to Personal Data held in your Services Environment. To the extent legally permitted, you will be responsible for any costs arising from Laserfiche’s provision of such assistance. 4.3 If a Data Subject, a Consumer or a regulator brings a claim directly against Laserfiche for a violation of Data Subject or Consumer rights (as applicable) in connection with Laserfiche's Processing of Personal Data in accordance with your documented instructions, you will indemnify Laserfiche for any cost, charge, damages, expenses or loss arising from such a claim. 4.4 Data Protection Impact Assessments. To the extent required under Applicable Data Protection Law, Laserfiche shall provide reasonably requested information regarding Laserfiche's Processing of Personal Data under the Agreement to enable you to carry out data protection impact assessments or prior consultations with supervisory authorities as required by Applicable Data Protection Law. 4.5 General cooperation. Each party will reasonably cooperate with the other in any activities contemplated by this DPA and to enable each party to comply with its respective obligations under Applicable Data Protection Law. 5. Laserfiche Affiliates and Subprocessors 5.1 Subject to terms and restrictions set forth in this DPA, you agree and provide a general prior authorization to Laserfiche to engage Subprocessors (including Laserfiche Affiliates) to Process Personal Data on behalf of Laserfiche and assist in the performance of the Cloud Services, including those Subprocessors listed here (the “Subprocessor List”). 6. Sub-processors. 6.1 Sub-processor Obligations. Laserfiche will enter into a written agreement with each Subprocessor imposing data protection obligations no less protective of Personal Data as this DPA. Laserfiche remains responsible at all times for and the acts or omissions of its Subprocessors that cause Laserfiche to breach any of its obligations under this DPA. 6.2 Objection to Sub-processors. Subscriber may subscribe to notifications of new Subprocessors at the subscriber notification portal, and if Subscriber subscribes, Laserfiche shall notify Subscriber if it makes any changes to the Subprocessor List at least 10 days before such change. Within 5 calendar days of Laserfiche providing such notice to you, you may object to the intended involvement of a Subprocessor in the performance of the Cloud Services, providing, in writing, objective justifiable grounds related to the ability of such Subprocessor or Laserfiche Affiliate to adequately protect Personal Data in accordance with this DPA or European Data Protection Law. You should submit this writing to privacy@laserfiche.com. In the event your objection is justified, you and Laserfiche will work together in good faith to find a mutually acceptable resolution to address your objections, including without limitation reviewing additional documentation supporting the Subprocessors’ compliance with this DPA or European Data Protection Law, or delivering the Cloud Services without the involvement of such Subprocessor. To the extent you and Laserfiche do not reach a mutually acceptable resolution within a reasonable timeframe, Laserfiche will, at its sole discretion, either (i) not appoint the Subprocessor; or (ii) permit Subscriber to suspend or terminate the affected portion of the Cloud Services in accordance with 67 6 the termination provisions in the Agreement without liability to either party (but without prejudice to any fees incurred by Subscriber prior to suspension or termination). In such case, Laserfiche shall refund Subscriber for any prepaid unused portion of the affected portion of the Cloud Services. 7. Security Measures; Confidentiality 7.1 Each party agrees that it has implemented and will maintain appropriate and reasonable technical and organizational measures to ensure a level of security of the Processing of Personal Data appropriate to the risk. These measures will take into account the nature, scope and purposes of Processing as specified in this DPA, as appropriate, and are intended to protect Personal Data against the risks inherent to the Processing of Personal Data in the performance of the Cloud Services, in particular risks from accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to Personal Data transmitted, stored or otherwise Processed. 7.2 Laserfiche has specifically implemented system access, data access, transmission and encryption, input, data backup, and security oversight, enforcement and other security controls and measures specified in the Documentation ("Security Measures"). The Security Measures shall, at a minimum, include the measures identified in Annex II of this DPA. You are advised to carefully review the applicable Documentation to understand which specific Security Measures and practices apply to the particular Cloud Services ordered by you, and to ensure that these Security Measures and practices are appropriate for the Processing of Personal Data pursuant to this DPA. You hereby instruct Laserfiche to Process Personal Data in accordance with the Documentation. 7.3 You acknowledge that the Security Measures are subject to technical progress and development and that Laserfiche may update or modify its Security Measures from time to time, provided that such updates and modifications do not result in the degradation of the overall security of the Cloud Service you have purchased. 7.4 All parties hereto will ensure all such persons or parties, within their respective controls, that may have access to Personal Data subject to this DPA have signed an appropriate confidentiality agreement, are otherwise bound to a duty of confidentiality, or are subject to an appropriate statutory obligation of confidentiality. 8. Audits 8.1 Upon written request, Laserfiche may demonstrate the measures it has taken pursuant to Section 8 in relation to the Personal Data applicable to this DPA. Laserfiche will reasonably contribute to such audits by providing you or your Supervisory Authority with the information and assistance reasonably necessary to conduct the audit. You acknowledge and agree that you shall exercise your audit rights under this DPA (including this Section 8) by instructing Laserfiche to comply with the audit measures described in Section 8.2 below. 8.2 You acknowledge that Laserfiche is periodically audited against recognized data protection and security standards by independent third-party auditors and/or internal auditors respectively. Upon written request, Laserfiche shall supply (on a confidential basis) a summary copy of its most current audit report(s), which is a SOC 2 Type 2 attestation report under the AICPA Statement on Standards for Attestation Engagements (SSAE) 18 standard, ("Report") to you, so that you can verify Laserfiche's compliance with the audit standards against which it has been assessed and 68 7 this DPA. If the Report does not, in your reasonable judgement, provide sufficient information to confirm Laserfiche's compliance with this DPA, then Laserfiche shall also provide written responses (on a confidential basis) to all reasonable requests for information made by you, including responses to information security and audit questionnaires that are necessary to confirm Laserfiche's compliance with this DPA, provided that you shall not exercise this right more than once per calendar year. 8.3 While it is the parties' intention to ordinarily rely on the Report described above to verify Laserfiche's compliance with this DPA, where a Supervisory Authority requires it, you may provide Laserfiche with thirty (30) days’ prior written notice requesting that a third party conduct an audit of Laserfiche's facilities, equipment, documents and electronic data relating to the Processing of Personal Data under the Agreement ("Audit"), provided that: (a) the Audit shall be conducted at the Subscriber’s expense; (b) the parties shall mutually agree upon the third party chosen to conduct the Audit and the scope, timing, duration and confidentiality basis of the Audit; and (c) the Audit shall not unreasonably impact Laserfiche's regular operations. 8.4 You agree to promptly notify Laserfiche with any information in regard to non-compliance during the course of an Audit and will provide Laserfiche any audit reports generated in connection with any Audit, unless prohibited by Applicable Data Protection Law or otherwise instructed by a Supervisory Authority. You may use the audit reports only for the purposes of meeting your regulatory audit requirements and/or confirming compliance with the requirements of this DPA. The audit reports, information and any artifacts to support the audit provided by Laserfiche are Confidential Information of the parties under the terms of the Agreement. 9. Incident Notification 9.1 To the extent Laserfiche becomes aware and determines that a security incident qualifies as a breach of security leading to the misappropriation or accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to, Personal Data transmitted, stored or otherwise Processed on Laserfiche systems or the Services Environment that compromises the security, confidentiality or integrity of such Personal Data ("Incident"), Laserfiche will inform you of such Incident without undue delay or otherwise in accordance with Applicable Data Protection Law and provide such information as you may reasonably require as required by Applicable Data Protection Law. However, Laserfiche may not have the ability to evaluate or respond to security incidents where your Users are the source of unauthorized access or disclosure of Personal Data and/or the source is a Solution Provider or another agent whom your Users have granted access to Laserfiche systems or the Services Environment. 9.2 In order to address an Incident, Laserfiche defines escalation paths and response teams involving internal functions such as Information Security and the legal department. The goal of Laserfiche's Incident response will be to restore the confidentiality, integrity, and availability of the Services Environment and the Personal Data that may be contained therein, and to establish root causes and remediation steps. Depending on the nature and scope of the Incident and to the extent required by Applicable Data Protection Law, Laserfiche may also involve and work with you and outside law enforcement to respond to the Incident. 10. Return and Deletion of Personal Data upon Termination of Cloud Services. Upon termination of the Cloud Services or upon expiry of the retrieval period following termination of the Cloud 69 8 Services (if available), Laserfiche will as soon as reasonably practicable delete all Personal Data (including copies) from the Services Environment by rendering such Personal Data unrecoverable, except as may be required by law and the Agreement. Laserfiche may retain Personal Data where necessary for you to comply with applicable law or legal obligations or protect its rights or those of a third party. 11. International Transfers 11.1 Data Center Region. Unless separately agreed to by the parties in writing, Laserfiche will host your Subscription to Laserfiche Cloud from AWS data centers located in the region(s) as specified here (such regions, the “Laserfiche Cloud Data Center Regions”, and such list, the “Laserfiche Cloud Data Center Regions List”. Laserfiche may offer hosting from data centers of a different hosting provider or in new regions in the future by amending the Laserfiche Cloud Data Center Regions List. Subscriber is solely responsible for the regions from which its Users upload or access Personal Data and for any transfer or sharing of Personal Data by Subscriber or its Users. 11.2 Cross-Border Data Transfers. You acknowledge and agree that Laserfiche may transfer and Process Personal Data to and in the United States and other countries in which Laserfiche, its Affiliates or Subprocessors maintain data processing operations. You and Laserfiche shall at all times ensure such transfers are made in compliance with the requirements of Applicable Data Protection Law. 11.3 Data Privacy Framework. 11.3.1 Laserfiche is self-certified under the Privacy Shield Framework, now superseded by the Data Privacy Framework, as administered by the U.S. Department of Commerce, in order to implement appropriate safeguards for transfers of Personal Data to the United States pursuant to Article 46 of the GDPR. To the extent the Data Privacy Framework can be used to lawfully transfer Personal Data to the United States, and for as long as Laserfiche is self-certified to the Data Privacy Framework, Laserfiche will adhere to the Data Privacy Framework Principles, including by: (a) processing such Personal Data only for the limited and specified purposes set out in the Agreement, including this DPA; (b) providing at least the same level of privacy protection to the Personal Data as is required by the Data Privacy Framework Principles; (c) promptly notifying you if it makes a determination that it can no longer meet its obligation under (b) above, and in such event, promptly taking reasonable and appropriate steps to stop and remediate any processing until such time as the processing meets the level of protection as is required by the Data Privacy Framework Principles; and (d) at your sole election, ceasing the processing of the Personal Data if, in your reasonable discretion, Laserfiche is not providing the same level of protection to the Personal Data as is required by the Data Privacy Framework Principles. Laserfiche intends to remain self-certified under the Data Privacy Framework as long as the Data Privacy Framework is recognized as a valid transfer mechanism under Applicable Data Protection Law. Details about Laserfiche's self-certification to the Data Privacy Framework are available at: https://www.dataprivacyframework.gov/s/participant- search/participant-detail?id=a2zt00000008RnHAAU&status=Active 70 9 11.3.2 You acknowledge that Laserfiche may disclose this DPA and any relevant privacy provisions in the Agreement to the US Department of Commerce, the Federal Trade Commission, a relevant European supervisory authority or other public or regulatory authority, court or tribunal, upon their request. 11.3.3 If Laserfiche is unable to comply with this Clause 13.3, Clause 11.4 shall apply. 11.4 Restricted transfers. The parties agree that when the transfer of Personal Data from Subscriber to Laserfiche is a Restricted Transfer it shall be subject to the appropriate Standard Contractual Clauses as follows: 11.4.1 in relation to Personal Data that is protected by the EU GDPR, the EU SCCs will apply completed as follows: a) Module Two will apply; b) in Clause 7, the optional docking clause will apply; c) in Clause 9, Option 2 will apply, and the time period for prior notice of subprocessor changes shall be as set out in Section 6 of this DPA; d) in Clause 11, the optional language will not apply; e) in Clause 17, Option 1 will apply, and the EU SCCs will be governed by the Republic of Ireland law; f) in Clause 18(b), disputes shall be resolved before the courts of the Republic of Ireland; g) Annex I of the EU SCCs shall be deemed completed with the information set out in Annex I to this DPA; and h) Annex II of the EU SCCs shall be deemed completed with the information set out in Annex II to this DPA. 11.4.2 in relation to Personal Data that is protected by the UK GDPR, the UK Addendum will apply completed as follows: a) The EU SCCs, completed as set out above in Section 11.3.1 of this DPA shall also apply to transfers of such Personal Data, subject to sub-section (b) below; and b) Tables 1 to 3 of the UK Addendum shall be deemed completed with relevant information from the EU SCCs, completed as set out above, and the options "neither party" shall be deemed checked in Table 4. The start date of the UK Addendum (as set out in Table 1) shall be the date of this DPA. 11.4.3 In relation to Personal Data that is protected by the Swiss DPA, the EU SCCs will apply as set out in Section 11.4.1 amended as follows: 71 10 a) references to ‘Regulation (EU) 2016/679’ in the EU SCCs will be deemed to refer to the Swiss DPA; b) references to specific articles of ‘Regulation (EU) 2016/679’ will be deemed replaced with the equivalent article or section of the Swiss DPA; c) references to ‘EU’, ‘Union’ and ‘Member State’ will be deemed replaced with ‘Switzerland’; d) references to the ‘competent supervisory authority’ and ‘competent courts’ are replaced with the ‘Swiss Federal Data Protection Information Commissioner’ and ‘applicable courts of Switzerland’ (as applicable); e) in Clause 17, the EU SCCs will be governed by the laws of Switzerland; and f) in Clause 18(b), disputes shall be resolved before the competent courts of Switzerland. 11.5 Onward transfers. Laserfiche shall not participate in (nor permit any Subprocessor to participate in) any other Restricted Transfers of Personal Data (whether as an exporter or an importer of the Personal Data) unless the Restricted Transfer is made in full compliance with Applicable Data Protection Law. 11.6 Alternative Transfer Arrangements. To the extent Laserfiche adopts an alternative data export mechanism (for Restricted Transfer of Personal Data not described in this DPA ("Alternative Transfer Mechanism"), the Alternative Transfer Mechanism shall apply instead of any applicable transfer mechanism described in this DPA (but only to the extent such Alternative Transfer Mechanism complies with European Data Protection Law and extends to the territories to which Personal Data is transferred) and you agree to execute such other and further documents and take such other and further actions as may be reasonably necessary to give legal effect such Alternative Transfer Mechanism. In addition, if and to the extent that a court of competent jurisdiction or a Supervisory Authority with binding authority orders or determines (for whatever reason) that the measures described in this DPA cannot be relied on to lawfully transfer such Personal Data, you acknowledge and agree that Laserfiche may implement any additional measures or safeguards that may be reasonably required to enable the lawful transfer of such Personal Data. 12. Limitation of Liability. Each party’s liability (and each of its Affiliate’s liability) taken together in the aggregate, arising out of or related to this DPA (including the Standard Contractual Clauses) whether in contract, tort, or under any other theory of liability, is subject to the limitation of liability provisions of the Agreement. Any reference in such limitation of liability provisions to the liability of a party means the aggregate liability of that party and all of its Affiliates (including Subscriber Affiliates) under the Agreement and this DPA (including the Standard Contractual Clauses), taken together. 13. Miscellaneous 72 11 13.1 Except for the changes made by this DPA, the Agreement remains unchanged and in full force and effect. If there is any conflict or inconsistency between this DPA and the Agreement, the provisions of the following documents (in order of precedence) shall prevail: (a) Standard Contractual Clauses (where applicable); then (b) this DPA; and then (c) the main body of the Agreement. 13.2 Notwithstanding anything to the contrary in the Agreement (including this DPA), Laserfiche shall have a right to collect, use and disclose data relating to the use, support and/or operation of the Cloud Services ("Service Data") in connection with its legitimate interests, such as billing, account management, technical support, and product development. To the extent any such Service Data is considered personal data under Applicable Data Protection Law, Laserfiche shall be responsible for and shall Process such data in accordance with the Laserfiche Privacy Notice located at https://www.laserfiche.com/legal/privacy/ (as updated from time to time) and Applicable Data Protection Law. Subscriber shall make a copy of Laserfiche’s Privacy Notice available to any data subjects whose Personal Data is provided by the Subscriber to Laserfiche in connection with the Cloud Services. For the avoidance of doubt and except for this Section 13.2, the terms of this DPA shall not apply to Service Data. 13.3 Subscriber acknowledges that Laserfiche may disclose this DPA (including the Standard Contractual Clauses) and any relevant privacy provisions in the Agreement to the US Department of Commerce, the Federal Trade Commission, a supervisory authority, or any other Canadian, US or European judicial or regulatory body upon their request. 13.4 Notwithstanding anything else to the contrary in the Agreement and without prejudice to Section 3 (Roles and Obligations of the Parties), Laserfiche may periodically make modification to this DPA as may be required to comply with Applicable Data Protection Law. 13.5 This DPA shall be governed by and construed in accordance with governing law and jurisdiction provisions in the Agreement, unless required otherwise by Applicable Data Protection Law. 73 12 Annex I Data Processing Description This Annex I forms part of the DPA and describes the processing that the processor will perform on behalf of the controller. A. LIST OF PARTIES Controller(s) / Data exporter(s): [Identity and contact details of the controller(s) /data exporter(s) and, where applicable, of its/their data protection officer and/or representative in the European Union] 1. Name: The party identified as the "Subscriber" in the Agreement and this DPA Address: The address provided in the Agreement Contact person’s name, position and contact details: As set out in the Agreement Activities relevant to the data transferred under these Clauses: See B. below Signature and date: Executed as per Agreement Role (controller/processor): Controller Processor(s) / Data importer(s): 1. Name: The party identified as "Laserfiche" in the Agreement and this DPA Address: As set out in the Agreement Contact person’s name, position and contact details: Wylie Strout, General Counsel and DPO Activities relevant to the data transferred under these Clauses: See B. below Signature and date: Executed as per Agreement Role (controller/processor): Processor В. DESCRIPTION OF TRANSFER Categories of data subjects whose personal data is transferred: Subscriber may submit Personal Data to the Cloud Services, the extent of which is determined and controlled by Subscriber in its sole discretion, and which may include, but is not limited to, Personal Data relating to the following categories of data subjects: • Employees, contractors or job applicants of Subscriber; • Individuals authorized to use the Cloud Services by Subscriber; 74 13 • Current and potential customers, business partners or vendors of Subscriber; and • Any other data subjects whose data may be processed from time to time pursuant to the Agreement and this DPA. Categories of personal data transferred: The categories of Personal Data processed by Laserfiche are determined and controlled by Subscriber in its sole discretion and may include, but are not limited to the following categories of Personal Data: • Contact data (name, title, email address, telephone number, mailing address); • Account credentials; and • IP address. Sensitive data transferred (if applicable) and applied restrictions or safeguards that fully take into consideration the nature of the data and the risks involved, such as for instance strict purpose limitation, access restrictions (including access only for staff having followed specialised training), keeping a record of access to the data, restrictions for onward transfers or additional security measures: Subscriber, or third parties acting on their behalf, or through their subscription may submit Personal Data that contains special categories of data to Laserfiche in connection with the Cloud Service, the nature and extent of which is exclusively determined and controlled by Subscriber. See Annex II for the restrictions and safeguards applied. The frequency of the transfer (e.g. whether the data is transferred on a one-off or continuous basis): Continuous Nature of the processing: Providing the Cloud Services to Subscriber. Personal Data transferred will be processed in accordance with the Agreement and may be subject to the following processing activities: (A) storage and other processing necessary to provide, maintain, and improve the Cloud Services, as applicable, provided to Subscriber; and/or (B) disclosures in accordance with the Agreement and/or as compelled by applicable laws. Purpose(s) of the data transfer and further processing: Processing (a) to perform any steps necessary for the performance of the Agreement; (b) to provide the Cloud Services in accordance with the Agreement; (c) initiated by users in their use of the Cloud Services; (d) to comply with other reasonable instructions provided by Subscriber 75 14 that are consistent with the terms of the Agreement and this DPA; and (e) to comply with any legal obligations under applicable law, including Applicable Data Protection Law. The period for which the personal data will be retained, or, if that is not possible, the criteria used to determine that period: The duration of the Agreement plus the period from the expiry of the Agreement until deletion of the Personal Data by Customer in accordance with the Agreement. C. COMPETENT SUPERVISORY AUTHORITY Identify the competent supervisory authority/ies in accordance (e.g. in accordance with Clause 13 SCCs) The competent supervisory authority, in accordance with Clause 13 of the EU SCCs, is either (i) the supervisory authority applicable to the data exporter in its EEA country of establishment or, (ii) where the data exporter is not established in the EEA, the supervisory authority applicable in the EEA country where the data exporter's EU representative has been appointed pursuant to Article 27(1) of the GDPR, or (iii) where the data exporter is not obliged to appoint a representative, the supervisory authority applicable to the EEA country where the data subjects relevant to the transfer are located. With respect to personal data regulated by the UK GDPR, the competent supervisory authority is the Information Commissioners Office. With respect to the processing of Personal Data to which the Swiss DPA applies, the competent supervisory authority is the Swiss Federal Data Protection and Information Commissioner. With respect to the processing of Personal Data to which PIPEDA applies, the competent supervisory authority is the Office of the Privacy Commissioner of Canada. 76 15 Annex II Technical and Organizational Security Measures Description of the technical and organizational measures implemented by the processor(s) / data importer(s) (including any relevant certifications) to ensure an appropriate level of security, taking into account the nature, scope, context and purpose of the processing, and the risks for the rights and freedoms of natural persons. Measure Description Measures of pseudonymisation and encryption of personal data • Data that resides in Amazon Web Services (AWS) is encrypted at rest using AES-256 as stated in AWS' documentation and whitepapers. • Encryption keys are secured against unauthorized access during generation, storage, use and destruction. • Customer interfaces to Laserfiche Cloud is encrypted using TLS encryption. • Backup databases are stored in encrypted EBS snapshots. Measures for ensuring ongoing confidentiality, integrity, availability and resilience of processing systems and services • Access controls are implemented to enforce confidentiality, integrity and availability. • Access to in-scope systems requires a user ID plus SSH Keys and/or password authentication. Where passwords are used, password parameters enforce minimum length, password age and complexity requirements. • Privileged access to Laserfiche Cloud systems is restricted to appropriate personnel. • Access to Laserfiche Cloud production systems is logically and physically segregated from the Laserfiche network. • Antivirus software is used to protect Laserfiche workstations used to access the Laserfiche Cloud system from malicious code or viruses. • Laserfiche employees are prohibited from accessing customer data without prior customer request and authorization. Measures for ensuring the ability to restore the availability and access to personal data in a timely manner in the event of a physical or technical incident • Customer databases are backed up at regular intervals throughout the day by an automated process. • Backup restorations are tested on a quarterly basis. • Backups are configured to be retained for at least seven days. Laserfiche generally does not support restoring a customer repository or specific data from backups, as Laserfiche Cloud backups are solely intended for recovering the multitenant SaaS platform from a systemwide outage event. The Laserfiche data backup system is not 77 16 meant as a backup solution for individual accounts with restore points. Customers are responsible for their own data backups for content stored in the Laserfiche Cloud repository. • Services requiring high availability are deployed across multiple availability zones within an AWS region. • Services that are not deployed across multiple availability zones are monitored and will trigger alerts to manually restore services in alternate availability zones. Processes for regularly testing, assessing and evaluating the effectiveness of technical and organisational measures in order to ensure the security of the processing • A global CPA firm performs annual testing of Laserfiche Cloud controls via inquiry, observation, and inspection, and provides an attestation report under the AICPA Statement on Standards for Attestation Engagements (SSAE) 18 standard. • Laserfiche uses a third-party security firm to conduct annual external penetration testing of the Laserfiche Cloud systems. • Laserfiche performs periodic network vulnerability scans and addresses critical issues using a risk-based approach. • Security incident response plans are tested annually, and plans are updated, if necessary. • Laserfiche assesses the effectiveness of its security awareness program through quarterly employee simulated phishing campaigns. Measures for user identification and authorisation • Access to Laserfiche Cloud operational and production environments is controlled by user IDs, passwords, role-based access and least privilege principle. Multi-factor authentication (MFA) is made available to customers to further enhance security and restrict access to their data. • Identity and access management processes for Laserfiche user account provisioning, de-provisioning and changes are enforced. Measures for the protection of data during transmission • Customer interfaces to Laserfiche Cloud is encrypted using TLS encryption. Measures for the protection of data during storage • Access controls restrict access to customer data. • Customer databases and backup databases in Laserfiche Cloud are encrypted. • Customer data is logically segregated on its own database and customer files are segregated on its own virtual disk. • Endpoint security software is used to protect workstations used to access the Laserfiche Cloud system from malicious code or viruses. Measures for ensuring physical security of locations at which • Laserfiche utilizes AWS for its production environments. The physical and environmental controls related to the facilities housing the production environments are managed by the subservice organization. 78 17 personal data are processed • The subservice organization SOC reports are reviewed on an annual basis in accordance with Laserfiche’s security standards. Measures for ensuring events logging • An IDS is deployed to monitor for potential security incidents that are reviewed, escalated and tracked through resolution by Laserfiche. Measures for ensuring system configuration, including default configuration • Laserfiche has a change management policy to manage configuration changes. • Any changes made to the Laserfiche Cloud production environment are logged in the ticketing system and are reviewed and approved by authorized individuals prior to deployment. Measures for internal IT and IT security governance and management • Laserfiche has established an Information Security Management System (ISMS) in accordance with the ISO 27001. • Laserfiche has a documented Information Security Policy, which is approved by the Laserfiche Board of Directors. • The Laserfiche Board of Directors and management provide oversight over the Information Security program through periodic updates on risk assessments, third-party attack and penetration studies, and compliance with information security policies. • The Laserfiche CEO is accountable for the security, availability and confidentiality of information assets.The CTO has overall responsibilities over the software development life cycle and security for Laserfiche products. The CIO provides IT and security governance, along with the Information Security Officer. • The Laserfiche Board of Directors has authorized the CIO and Information Security Officer to enforce Laserfiche Cloud and information security policies. • A formal security awareness program is in place to make all employees aware of the company’s security policy, standards, and obligations of users. • Employees are required to read and sign company policies, confidentiality agreements, and code of conduct upon hire. Measures for certification/assurance of processes and products • A global CPA firm performs annual testing of Laserfiche Cloud controls via inquiry, observation, and inspection, and provides an attestation report under the AICPA Statement on Standards for Attestation Engagements (SSAE) 18 standard. • Laserfiche has aligned its information security program to ISO 27001. • Laserfiche has a Laserfiche Gold, Platinum and Administration certification training programs that are available to a Subscriber, Solution Providers and other third parties. ` 79 18 Measures for ensuring data minimisation • Laserfiche policies limit data collection to the purposes of processing (or the data that the Subscriber chooses to provide). • Security measures are implemented to provide Laserfiche employees with only the minimum amount of access necessary to perform required functions. Measures for ensuring data quality • Laserfiche has a process that allows individuals to exercise their privacy rights, including a right to amend and update information, as described in Laserfiche's Privacy Notice available at https://www.laserfiche.com/legal/privacy/. • Laserfiche has a quality assurance team that is responsible for data quality for Laserfiche products. Measures for ensuring limited data retention • Database backups are retained to support Laserfiche Cloud system recovery operations in the event of a disaster or other contingency. Laserfiche does not make specific Subscriber commitments for data retention. • Data for provisional customers and subscription customers is removed after the end of the trial period and upon written notice by the customer, respectively. Measures for ensuring accountability • Security responsibilities are included in Laserfiche job descriptions for administrators. • Laserfiche Information Security Policy, Laserfiche AI Governance and Usage Policy and Employee Handbook contain employee sanctions on noncompliance with policies. • Laserfiche policies require violations of information security policies to be reported to People Operations and/or Information Security. • Laserfiche has agreements with its Solution Providers that includes requirements to comply with all applicable laws, perform in an ethical manner, and adhere to a data processing agreement. Measures for allowing data portability and ensuring erasure • Laserfiche has a process that allows individuals to exercise their privacy rights, including a right of erasure or a right to data portability, as described in Laserfiche's Privacy Notice available at https://www.laserfiche.com/legal/privacy/. • Subscribers have ownership and control over their data in Laserfiche Cloud. 80 ADDENDUM TO CLOUD SUBSCRIPTION AGREEMENT This Addendum (“Addendum”) to the Laserfiche Cloud Subscription Agreement (including all referenced incorporated documents therein, specifically the Data Processing Addendum, the "Agreement") is made between Compulink Management Center, Inc., a California corporation doing business as Laserfiche ("Laserfiche"), and the entity or person(s) named below ("Subscriber"). For good and valuable consideration, which the parties both acknowledge, the parties agree on the following additional terms and conditions, which modify the Agreement: Section 4.10 of the Agreement is hereby updated to clarify that any indemnification referenced in the Data Processing Addendum incorporated therein will be null and void, as follows: 4.10 If Subscriber is a government entity unable, as a matter of law, to provide indemnification to Laserfiche, subsection 4.9 above shall not apply. However, Subscriber agrees that use of any Third-Party Content, Subscriber Content, Confidential Information, Third Party Products, or other non-Laserfiche products, or services Subscriber provides, directly or indirectly, in connection with Laserfiche Software or Laserfiche Content will not infringe any third-party’s patent, copyright or trademark or make unlawful use of any third-party’s trade secret. In addition, Subscriber will not use our products or services in violation of any Laserfiche Documentation with respect to usage limitations and guidelines. For clarity, if a Data Subject, a Consumer or a regulator which may bring a claim directly against Laserfiche for a violation of Data Subject or Consumer rights (as applicable) in connection with Laserfiche's Processing of Personal Data in accordance with Subscriber’s documented instructions, Subscriber will not be obligated to indemnify Laserfiche for any cost, charge, damages, expenses or loss arising from such a claim, as Subscriber is a governmental entity prohibited by applicable law from providing indemnification. In such cases, Subscriber agrees to cooperate in good faith with Laserfiche in the defense and resolution of any such claim. Except as expressly modified by this Addendum, all other terms and conditions of the Agreement will remain in full force and effect. In event of conflict between the terms and conditions of this Addendum and the terms and conditions of the Agreement, the terms and conditions set forth in this Addendum will prevail. Capitalized terms not otherwise defined herein shall have their respective meanings as set forth in the Agreement. IN WITNESS WHEREOF, the parties hereto have executed this Addendum effective as of the last date of signature below. Compulink Management Center, Inc. dba Laserfiche By: Peter Wayman, President Date: _____________________________ Subscriber: City of Golden Valley By: Roslyn Harmon, Mayor By: __________________________________ Noah Schuchman, City Manager Date accepted: August 19, 2025 81 EXECUTIVE SUMMARY Administrative Services 763-512-2345 / 763-512-2344 (fax) Golden Valley City Council Meeting August 19, 2025 Agenda Item 3D.6. Approve Accela and DigEplan Agreements with LOGIS Prepared By John Peterson, IT Manager Summary The City of Golden Valley is upgrading its permitting and electronic plan review platforms to improve operational efficiency and user experience for staff and community members. The current systems, PIMS and ProjectDox, are aging and no longer adequately support our service delivery requirements. The following replacements are proposed as part of the City’s participation in the LOGIS (Local Government Information Systems) Joint Powers Agreement: Accela will replace the current permitting system (PIMS). Accela is a robust, modern permitting platform that provides improved integration, automation, and reporting capabilities. DigEplan will replace the electronic plan review platform (ProjectDox). DigEplan is a cloud-based, fully integrated solution designed to work seamlessly with Accela. A mutual termination agreement for ProjectDox has been executed with Avolve Software Corporation, effective March 31, 2025, confirming that no further obligations or payments are owed. Financial or Budget Considerations ProjectDox was contracted to be available through April 7, 2025, after which the City will continue on a month-to-month payment arrangement until the system is no longer needed to support legacy reviews and permit data migration. Accela is included in the IT capital improvement plan and funded through the LOGIS Joint Powers Agreement. DigEplan has a Year 1 total cost of $51,500, consisting of a $46,500 software subscription and a $5,000 one-time implementation fee. While DigEplan was not specifically budgeted, the cost will be accommodated within existing IT operational budget parameters due to other savings and adjustments. The DigEplan subscription is based on a 3-year agreement, with a 3% annual price escalation. 82 Legal Considerations The City has entered into an agreement with Avolve Software to continue ProjectDox licensing through April 7, 2025, with monthly payments thereafter until decommissioning. DigEplan is licensed through Avolve Software under LOGIS governance and bound by their standard SaaS terms. All agreements comply with City procurement requirements and are aligned with LOGIS policies. Equity Considerations Accela and DigEplan enhance equity and accessibility by offering modern, user-friendly digital services for residents and developers. These platforms support mobile access, concurrent reviews, and streamlined approvals, helping reduce permit processing times and increase transparency. Improved digital services promote inclusion by eliminating barriers for community members who may face difficulty navigating in-person or paper-based processes. Recommended Action Motion to approve the Accela and DigEplan agreements with LOGIS. Supporting Documents Accela Agreement DigEplan Agreement 83 1 CUSTOMER SERVICES AGREEMENT FOR ACCELA PRODUCTS AND SERVICES THIS CUSTOMER SERVICES AGREEMENT is made this August 19, 2025 (“Effective Date”) by and between Local Government Information Systems (“LOGIS”) a governmental unit of the State of Minnesota with its principal office located at 5750 Duluth Street, Golden Valley, MN 55422 (“Contractor”), and the City of Golden Valley, Minnesota, a Minnesota municipal corporation located at 7800 Golden Valley Road, Golden Valley, MN 55427 (the “City”): RECITALS WHEREAS, LOGIS and Accela, Inc. are parties to the Master Partner Agreement, dated May 22, 2023 and the Managed Service Provider Program Addendum, dated May 23, 2023 (collectively the “Agreements”) attached as Exhibit A; and WHEREAS, the City wishes to access and use Accela Services as outlined in the Agreements; and WHEREAS, the Agreements require the City to expressly agree to the Customer Services Agreement with LOGIS; and WHEREAS, the parties wish to enter into this Customer Services Agreement as set forth below. NOW, THEREFORE, in consideration of the terms and conditions expressed in this Customer Services Agreement, the City and Contractor agree to amend the Agreements as follows: AGREEMENT 1.Definitions. The terms used in this Agreement shall have the same definitions as those set forth in the Agreements referenced in the recitals of this Agreement. In the event of any conflict between the definitions in this Agreement and those in the referenced Agreements, the definitions in this Agreement shall prevail. 2.Recitals. The recitals set forth above are true and correct and are hereby incorporated herein by reference. Any capitalized terms used herein but not defined have the same meaning as that ascribed to them in the Agreement. 3.Clarification of Contractor’s Waiver of Tort Caps. The City asserts that the waiver of tort caps as agreed to between Contractor and Accela, Inc. do not extend to the City. The City has not consented to any such waiver in any prior agreements or documents. This position is consistent with the City’s standard practice of not assuming obligations that exceed statutory limits or that are not explicitly agreed to in writing. 4.Clarification of Contractor’s Acceptance of Indemnification Obligations. The City has not previously agreed to any indemnification responsibilities in any documents related to the Agreements. Any assumption of such obligations would require explicit written consent from the City, which has not 84 2 been provided. The Indemnification obligations agreed to in the Agreements shall not pass through to the City. 5. Prohibition of Unauthorized Use. Any unauthorized copying, access, or use of the Accela software is prohibited. This includes, but is not limited to, any actions that may infringe upon the software's copyrights or compromise its security and operational integrity. 6. Prohibition of Unlawful Use. Any use that contravenes applicable laws or regulations is strictly forbidden. 7. Prohibition of Adverse Modification. Modifications to the software that may adversely affect its security or operation are prohibited. This includes any alterations that could potentially compromise the software's functionality or security measures. 8. Ratification. Except as specifically provided in this First Amendment, each and every provision of the Agreement, as amended through the date hereof, remains, and is, in all respects, in full force and effect. 9. Choice of Law and Venue. This Agreement shall be governed by and construed in accordance with the laws of the state of Minnesota. Any disputes, controversies, or claims arising out of this Agreement shall be heard in the state or federal courts of Hennepin County, Minnesota, and all parties to this Agreement waive any objection to the jurisdiction of these courts, whether based on convenience or otherwise. 10. Counterparts. This Agreement may be executed in any number of counterparts, including facsimile and .pdf, each of which constitutes an original and all of which, collectively, constitute one and the same instrument. The signatures of the parties need not appear on the same counterpart. 11. Miscellaneous. (i) The provisions hereof are binding upon and inure to the benefit of the parties and their respective successors and assigns; and (ii) this Customer Services Agreement constitutes the entire understanding between the parties in respect to the subject matter hereof. INTENDING TO BE LEGALLY BOUND HEREBY, the parties have executed this Customer Services Agreement as evidenced by the signatures of their authorized representatives below. [The remainder of page intentionally left blank, signature page to follow] 85 3 LOGIS By: _______________________________ Chris Miller, Executive Director The City of Golden Valley By: ________________________________ Roslyn Harmon, Mayor By: ________________________________ Noah Schuchman, City Manager 86 EXHIBIT A 87 1 Accela Confidential v202207 ACCELA, INC. MASTER PARTNER AGREEMENT This Master Partner Agreement Partner (“Master Agreement”) is made as of the last signature date set forth below (the “Effective Date”) by and between Accela, Inc., 2633 Camino Ramon #500, San Ramon, CA 94583 and its Affiliates (“Accela”), a California Corporation and the Partner identified below. Accela, Inc. Partner: LOGIS Address: 2633 Camino Ramon Suite 500 San Ramon, CA 94583 Address: 570 Duluth Street Golden Valley, MN 55422 Attention: Tony Aiello Attention: Chris Miller Phone Number: Phone Number: 763-543-2630 E-mail Address: taiello@accela.com E-mail Address: ckmiller@logis.org E-mail for Legal Notice: DG_Legal@accela.com E-mail for Legal Notice: ckmiller@logis.org Accepted and agreed: Accela, Inc. Partner Signature: Signature: Name: Name: Title: Title: Date: Date: Good and valuable consideration being acknowledged by the Parties, the Parties hereby agree as follows: 1.DEFINITIONS. 1.1 “Product and Services” means the Accela products and/or service set forth in a schedule, Program Addendum, price list or statement of work, and all documentation, updates and upgrades thereto. 1.2 “Applicable Law” or “Law” means, for all countries, all national, federal, state, provincial and local: (i) laws (including common law), ordinances, regulations, and codes; and (ii) orders, requirements, directives, decrees, decisions, judgments, interpretive letters, guidance and other official releases of any regulator that are applicable to Accela and Partner, Partner product and services or any other matters relating to the subject matter of this Agreement. Without limiting the foregoing, Applicable Law includes, (a) all data protection, privacy or similar laws and regulations anywhere in the world applicable to persons in possession of Personal Data, or to the processing of Personal Data, (b) any bribery, fraud, kickback or other similar anti-corruption law or regulation of any applicable country including the U.K. Bribery Act and the U.S. Foreign Corrupt Practices Act and the regulations promulgated thereunder, and (c) United States import and export control and sanctions laws with respect to the import/export or re-import/export of U.S.-origin goods, software and technical data, or the direct product thereof. 1.3 “Derivative Matter” means (a) for copyrightable or copyrighted material, a work based upon one or more pre- existing works, such as a revision, modification, translation, abridgment, condensation, expansion, collection, compilation, or any other form in which such pre-existing works may be recast, transformed, or adapted and which, if prepared without authorization of the copyright owner of that preexisting work, would constitute a copyright infringement; (b) for patentable or patented materials, any adaptation, addition, improvement, or combination based upon Accela technology as applicable; and (c) for material subject to trade secret protection, any new material, information, or data relating to and derived from 5/22/2023 Aaron Haggarty Chief Legal Officer Executive Director 5/22/2023 Chris Miller 88 2 Accela Confidential v202207 such existing trade secret material, including new material, information, or data relating to and derived from such existing trade secret material, including new material which may be protectable 1.4 "Intellectual Property Rights" means all (a) patents, patent disclosures and inventions (whether patentable or not), (b)trademarks, service marks, trade dress, trade names, logos, corporate names and domain names, together with all of the goodwill associated therewith, (c) copyrights and copyrightable works (including computer programs), mask works, and rights in data and databases, (d) trade secrets, know-how and other confidential information, and (e) all other intellectual property rights, in each case whether registered or unregistered and including all applications for, and renewals or extensions of, such rights, and all similar or equivalent rights or forms of protection in any part of the world and all Derivative Matter thereof. 1.5 “Personal Data” means personal information about an identifiable person obtained by Partner in connection with its obligations under or otherwise pursuant to this Agreement, including without limitation any such personal information about a customer. 1.6 “Program” means the terms and conditions, requirements, and benefits governing an Accela model or authorized distribution, provisioning and use of Products and Services. 1.7 “Program Addendum” means addendum(s) to this Agreement that is executed by the Parties that sets forth additional business terms between Accela and Partner regarding certain subject matter. An executed Program Addendum is incorporated herein by reference and is part of and subject to the terms of this Agreement. 1.8 “Program Guide” means a guide set forth in a Program Addendum and is incorporated by this reference as a part of and subject to the applicable Program Addendum. 2.APPOINTMENT TO PROGRAMS. 2.1 Accela may appoint Partner as a participant in one or more Programs pursuant to a Program Addendum. Any such appointment is non-exclusive and takes effect only upon Partner’s satisfaction of the Program criteria referenced in the Program Addendum and the Program Guide and mutual execution of the Program Addendum. Each executed Program Addendum is incorporated by this reference as part of and subject to this Master Agreement. Partner’s appointment to the Program is contingent upon Partner’s compliance with the terms of this Master Agreement, Program Addendum and applicable Program Guide. Partner acknowledges and agrees that certain professional services Programs may require oversite of Partner by Accela as set forth in the applicable Program Guide. Accela may add to or modify the Program Guide at its sole discretion and such additional or modified rights and obligations shall come into effect following sixty (60) days’ notice of such modification. Partner’s continued participation in a Program after the effective date of any change will be deemed acceptance of the modified Program Guide. If Partner objects to any terms and conditions in the Program Guide, Partner and Accela will meet and confer to resolve such objections. If the Parties are unable to resolve Partner’s objections, Partner may resign from the applicable Program and/or terminate this Master Agreement. 2.2 To avoid conflict amongst Accela, Accela Partners and Customers, Partner is required to register its potential deals through Accela’s Deal Registration as set forth in the applicable Program Guide. If approved, Partner will be given priority for the Customer opportunity. 3.OWNERSHIP OF INTELLECTUAL PROPERTY. 3.1. Partner acknowledges Accela is the owner of various Intellectual Property Rights and technology rights associated with its technology and Product and Services. Except for the rights expressly granted in this Agreement or a Program Addendum, Accela does not license or transfer to Partner, any customer, or other third party, any of its’ technology or Intellectual Property Rights. All right, title, and interest in and to Accela’s Intellectual Property Rights will remain solely with Accela. To the extent expressly permissible by Applicable Law, Partner agrees, that it will not, directly or indirectly, reverse engineer, decompile, disassemble, or otherwise attempt to derive source code or other trade secrets from or about any of the Accela’s Product and Services or technology. Except for the limited rights and licenses granted under this Agreement, nothing in this Agreement grants, by implications, waiver, estoppel or otherwise, to Partner or any third party any Intellectual Property Rights or other right and title or interest in any of the Accela’s technology, Products and Services and Accela expressly reserves all rights not granted herein. 3.2. Trademarks. Subject to the terms and conditions of this Agreement and the applicable Program Addendum, Accela and Partner (each as a “licensor”), grant the other (each a “licensee”) a non-transferrable, revocable, non-sublicensable, non- exclusive, limited, royalty free license in during the Term to use licensor’s name, trademarks, logos and services marks supplied (“Marks”) by a licensor (“Marks”) for licensee’s use on their website to identify the business relationship of the Parties and create a link from its website to licensor’s website. Such use must be in compliance with the trademark usage guidelines and policies as provided to the licensee by licensor. All use of the Marks must, at all times, reflect favorably upon and maintain licensor’s goodwill, reputation and quality standards. If a licensee, in the course of exercising its rights under this Agreement, 89 3 Accela Confidential v202207 acquires any goodwill or reputation in any of a licensor's Marks, all such goodwill or reputation will automatically vest in licensor, when and as, on an on-going basis, such acquisition of goodwill or reputation occurs, as well as at the expiration or termination of this Agreement, without any separate payment or other consideration of any kind to licensee, and licensee agrees to take all such actions necessary to effect such vesting. Upon termination of this Agreement, licensee will cease to use all licensor's Marks. If a licensee, in the course of exercising its rights under this Agreement, acquires any goodwill or reputation in any of a licensor's Marks, all such goodwill or reputation will automatically vest in licensor, when and as, on an on-going basis, such acquisition of goodwill or reputation occurs, as well as at the expiration or termination of this Agreement, without any separate payment or other consideration of any kind to licensee, and licensee agrees to take all such actions necessary to effect such vesting. Upon termination of this Agreement, licensee will cease to use all licensor's Marks. A licensee may be granted additional rights by a licensor in a Program Addendum. In the event of any conflict between this Section 3.2 and the applicable Program Addendum, the Program Addendum will govern a licensee’s use of licensor’s Marks. 4. FEES, PAYMENTS AND TAXES 4.1 Fees and Payments. All fees and payment terms will be set forth in the Applicable Program Addendum. 4.2 Taxes. (a) Tax. All fees and payments contemplated under this Agreement will exclude any applicable taxes, including without limitation income taxes, value-added tax (Ad Valorum Tax or “VAT”), government sales (“GST”) or national sales tax (“NST”), sales or use tax, withholding tax, or excise tax. Any taxes arising under this Agreement will be the sole responsibility of the Party owing such tax, which liability will be determined by the specific laws governing such tax assessment; provided, however, any sales or use tax, GST, NST, or excise taxes will be the responsibility of the Party purchasing the goods or services contemplated under this Agreement. (b) Withholding Obligations. For any transaction arising under this Agreement, to the extent the governing law of any taxing authority imposes a withholding or collection obligation on the invoicing Party for any tax properly associated with a billing or collection process on amounts due under this Agreement, the invoicing Party will exercise due professional care in discharging such withholding or collection obligation, and the invoicing Party may deduct the withholding tax from amounts due under this Agreement. The invoiced Party will remit to the proper authorities these additional taxes as required by applicable law. The withholding Party will provide to the other Party within a commercially reasonable time period appropriate written evidence supporting the nature and amount of the tax involved. (c) Exemptions. If a resale certificate, treaty-benefits exemption certificate, or other exemption document is required to reduce or eliminate any taxes arising on transactions contemplated herein, the invoicing Party will be solely responsible for providing to the invoiced Party such documentation, and the invoicing Party will, using all commercially reasonable efforts, fully cooperate to establish the validity of the documentation. (d) Reasonable Cooperation. If it is ever determined that any tax withheld or paid relative to the Agreement was not required to be paid, and that a refund of such taxes is appropriate, both Parties agree to provide all commercially reasonable cooperation and assistance towards the timely collection of such refund. 5. CONFIDENTIAL INFORMATION. 5.1 Definition. As used herein, "Confidential Information" means any commercial, financial, marketing, business, technical or other data, security measures and procedures, know-how or other information disclosed by or on behalf of a party (the “Disclosing Party”) to the other party (“Receiving Party”) for purposes arising out of or in connection with this Master Agreement (including, but not limited to a Program Addendum, exhibit, schedule or statement of work) that: is marked “confidential” or “proprietary” at the time of disclosure or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. However, Confidential Information will not include any information that, (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party, (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party, (iii) is received from a third party without breach of any obligation owed to the Disclosing Party, (iv) was independently developed by the Receiving Party without use of the Disclosing Party’s Confidential Information, or (v) constitutes aggregate data collected or generated by or on behalf of Accela regarding its products and services (for purposes of providing or improving it products and services, benchmarking system performance, preparing statistics and system metrics, marketing and other reasonable business purposes). 5.2 Protection. Except as otherwise permitted in writing by the Disclosing Party and subject to the other terms of this Agreement, (i) the Receiving Party will use the same degree of care that it uses to protect the confidentiality of its own 90 4 Accela Confidential v202207 confidential information of like kind (but in no event less than reasonable care) not to disclose or use any Confidential Information of the Disclosing Party for any purpose outside the scope of these terms, and (ii) the Receiving Party will limit access to Confidential Information of the Disclosing Party to those of its employees, contractors and agents who need such access for purposes consistent with these terms and who are legally bound to protect such Confidential Information consistent with the requirements of these terms. 5.3 Compelled Disclosure. The Receiving Party may disclose Confidential Information of the Disclosing Party if it is compelled by law to do so, provided the Receiving Party gives the Disclosing Party (i) prior notice of such compelled disclosure (to the extent legally permitted), and (ii) where not against Receiving Party’s interest, reasonable assistance, at the Disclosing Party's cost, if the Disclosing Party wishes to contest, limit, or protect the disclosure. 6. WARRANTIES 6.1 Mutual Representations and Warranties. Each Party represents, warrants and covenants to the other Party that: (a)it is duly organized, validly existing and in good standing as a corporation or other entity under the Laws of the jurisdiction of its incorporation or other organization; (b) it has the full right, power and authority to enter into and perform its obligations and grant the rights, licenses and authorizations it grants and is required to grant under this Agreement; (c)the execution of this Agreement by its representative whose signature is set forth at the end of this Agreement has been duly authorized by all necessary corporate or organizational action of such Party; and (d)when executed and delivered by both Parties, this Agreement will constitute the legal, valid and binding obligation of such Party, enforceable against such Party in accordance with its terms. 6.2 Open Source Code. Each Party represents, warrants and covenants to the other Party that use and operation of the unmodified Open Source Software provided by it to the other Party will not require the disclosure, licensing or assignment of the receiving Party’s proprietary or third-party licensed software under any open source license(s). “Open Source Software” means software components that are licensed under a license approved by the Open Source Initiative or similar open source or freeware license. 6.3 Minn. Stat. §466.04. Partner represents and warrants that it (i) has the authority to waive the limits set forth in Minn. Stat. §466.04 in the amounts set forth in Section 8.2.2 below, and (ii) will maintain the insurance set forth in a Program Addendum. 6.4 DISCLAIMER OF WARRANTIES. SUBJECT TO ANY STATUTORY WARRANTIES THAT CANNOT BE EXCLUDED, AND FOR THE LIMITED WARRANTIES SET FORTH IN SECTION 6.1 AND 6.2 OR AS MAY OTHERWISE BE EXPLICITLY WRITTEN IN A PROGRAM ADDENDUM, ALL PRODUCTS AND SERVICES, DOCUMENTATION AND OTHER PRODUCTS, INFORMATION, MATERIALS AND SERVICES PROVIDED BY A PARTY ARE PROVIDED "AS IS. “WHERE IS” AND “WITH ALL FAULTS.” THE PARTIES BOTH SPECIFICALLY DISCLAIM ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. WITHOUT LIMITING THE FOREGOING, NEITHER PARTY MAKES A WARRANTY OF ANY KIND THAT THE PRODUCTS AND SERVICES, DOCUMENTATION AND OTHER PRODUCTS, INFORMATION, MATERIALS AND SERVICES PROVIDED OR RESULTS OF THE USE THEREOF, WILL MEET A PARTY’S OR OTHER PERSONS' REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEMS, OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE OR ERROR FREE. NEITHER PARTY WILL HAVE THE RIGHT TO MAKE OR PASS ON ANY REPRESENTATION OR WARRANTY ON BEHALF OF THE OTHER TO ANY THIRD PARTY. SOME JURISDICTIONS MAY NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY MAY LAST, SO THE ABOVE LIMITATIONS MAY NOT APPLY. IN THAT CASE SUCH WARRANTIES ARE LIMITED IN DURATION TO THE MINIMUM PERIOD REQUIRED BY LAW. NO WARRANTIES APPLY AFTER THAT PERIOD. A PARTY MAY HAVE OTHER RIGHTS THAT VARY FROM JURISDICTION TO JURISDICTION. 7. INDEMNITY. 7.1 Obligation. Subject to the terms and conditions set forth in Sections 7.2 (Indemnification Procedures) and Sections 7.4 (Exceptions and Limitations), each Party (as "Indemnifying Party") shall indemnify, hold harmless, and defend the other Party and its employees, directors, agents, representatives affiliates, successors, and permitted assigns (collectively, "Indemnified Party") against all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including professional fees and reasonable attorneys' fees, that are arising out of or resulting from any third party claim, suit, action or proceeding (each, an "Action") arising out of or resulting from any third- party claim alleging: (a) the Indemnifying Party’s breach of its confidentiality obligations in Section 5 (“Confidential Information”), (b) alleging infringement of (i) a patent in a country that is a signatory of the Patent Cooperation Treaty (PCT) or 91 5 Accela Confidential v202207 (ii) copyright, trademark or misappropriates a trade secret in a country that is a signatory of the World Intellectual Property Organizations Copyright Treaty (“WCT”), (c) any gross negligent act or omission of Indemnifying Party or its Personnel (including any reckless or willful misconduct) in connection with the performance of its obligations under this Agreement; (d) breach of Section 6.2, Open Source Code, (e) a breach of an agreement between an Indemnifying Party and Customer (as “Customer” is defined in a Program Addendum) or (f), breach of Applicable Law laws in the performance of its obligations under this Agreement. Notwithstanding anything to the contrary in this Agreement, this Section 7.1 does not apply to any claim (whether direct or indirect) for which a sole and exclusive remedy is provided under another section of this Agreement. 7.2 Indemnification Procedures. As condition of an Indemnifying Party’s obligations under this Section 7, the Indemnified Party must: (a) provide the Indemnifying Party with prompt written notice of any claim for which indemnification is sought (provided that any delay in notification will not relieve the Indemnifying Party of its obligations under the Agreement except and to the extent that the delay actually impairs its ability to defend, (b) reasonably co-operate with the Indemnifying Party, at the Indemnifying Party’s expense, in connection with the defense and settlement of such Claim and Action, and (c) allow the Indemnifying Party to control the defense and settlement of the Claim and Action, provided, that the Indemnifying Party must not enter into any compromise or settlement that will have the effect of creating any obligation or liability on the Indemnified Party without the Indemnified Party’s prior written consent (except as set forth in Section 7.3 (c)), which will not be unreasonably withheld or delayed. Indemnifying Party's duty to defend applies immediately, regardless of whether Indemnified Party has paid any sums or incurred any detriment arising out of or relating, directly or indirectly, to any third-party claim. If any Claim or Action arising under this Section is settled by the Indemnifying Party or with its approval, then the Indemnifying Party will pay any amounts to any third party agreed to by the Indemnifying Party in settlement of any such Claims .The Indemnified Party, at its sole expense, may participate in the defense or settlement of the Claim or Action with counsel of its own choosing; provided, however, the defense and settlement will be solely controlled at all times by the Indemnifying Party as set forth in 7.2 (c) above. 7.3 Mitigation for Infringement. If it is adjudicated, or if the Indemnifying Party reasonably believes, that any of its products and services infringes any third party patent or copyright, the Indemnifying Party will, at the Indemnifying Party’s option and expense: (a) procure for the Indemnified Party the right to make continued use of such products and services; (b) replace or modify such products and services so that it becomes non-infringing, provided there is no significant or material loss in features or functionality; or (c) if subsection (a) and (b) are not commercially reasonable regarding the Indemnifying Party’s legitimate business interests, terminate Indemnified Party or Customer’s licenses to the affected products and services, and refund the fees paid by Indemnified Party hereunder less straight line depreciation based on a five (5) year useful life beginning on the date such products and services were delivered to Indemnified Party or Customer. Nothing in this Section 7.3 will limit the Indemnifying Party’s obligation under Section 7.1 (“Obligation”) to defend and indemnify Indemnified Party, provided that Indemnified Party replaces the allegedly infringing products and services upon the Indemnifying Party’s making alternate products and services available to Indemnified Party and/or discontinues using the allegedly infringing products and services within a reasonable time upon receiving the Indemnifying Party’s notice terminating the affected license. 7.4 Exceptions and Limitations. Notwithstanding anything to the contrary in this Agreement, an Indemnifying Party is not obligated to indemnify, hold harmless, or defend Indemnified Party against any claim (whether direct or indirect) if such Action or Claim arise out of or result from, in whole or in part, Indemnified Party's; (a) negligence or more culpable act or omission (including recklessness or willful misconduct); (b) bad faith failure to comply with any of its obligations set forth in this Agreement regarding a Claim; (c) use of products and services in any manner not otherwise authorized under this Agreement or for a purpose or in a manner for which the technology, products or services were not designed; (d) any combination of the Indemnifying Party’s technology, products or services with technology, products or services not provided by the Indemnifying Party; (e)use or distribution of any older version of the technology, products or services when use or distribution of a newer version or revision made available by an Indemnifying Party would have avoided the infringement; (f) any modification to Indemnifying Party’s technology, products or services made without Indemnifying Party’s express written approval, (g) any modifications made to the technology, products or services by Indemnifying Party pursuant to the Indemnified Party’s specific instructions, or (h) any Intellectual Property Right owned or licensed by the Indemnified Party. 7.5 SOLE REMEDY. THIS SECTION 7, (INDEMNITY), SETS FORTH THE ENTIRE LIABILITY AND OBLIGATION OF THE INDEMNIFYING PARTY AND THE SOLE AND EXCLUSIVE REMEDY FOR THE INDEMNIFIED PARTY FOR ANY DAMAGES COVERED UNDER THIS SECTION 7. 8. LIMITATION OF LIABILITY. 8.1. Types of Damages. EXCEPT AS PROHIBITED BY LAW, A BREACH BY A PARTY OF ANY OF ITS CONFIDENTIALITY OBLIGATIONS UNDER SECTION 6 (CONFIDENTIAL INFORMATON), A PARTY’S INDEMNIFICATION OBLIGATIONS UNDER 92 6 Accela Confidential v202207 SECTION 7 (INDEMNITY), OR A BREACH OF ACCELA LICENSES TO PARTNER, NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, NEITHER PARTY WILL, UNDER ANY CIRCUMSTANCES, BE LIABLE TO THE OTHER PARTY FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL, OR EXEMPLARY DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT, INCLUDING, BUT NOT LIMITED TO, LOST PROFITS OR LOSS OF BUSINESS, EVEN IF APPRISED OF THE LIKELIHOOD OF SUCH DAMAGES OCCURRING. 8.2. Cap on Damages. 8.2.2 Partner hereby waives the limits set forth at Minn. Stat. §466.04 and the parties agree to each party’s maximum liability per under this Agreement is Five Million Dollars (US $5,000,000). 8.2.3 EXCEPT A FOR BREACH BY A PARTY OF ANY OF ITS CONFIDENTIALITY OBLIGATIONS UNDER SECTION 6 AND A PARTY’S INDEMNIFICATION OBLIGATIONS UNDER SECTION 7, A BREACH OF AN ACCELA LICENSE TO PARTNER, OR PARTNER’S PAYMENT OBLIGATIONS TO ACCELA, IN NO EVENT WILL EITHER PARTY’S LIABILITY TO EACH OTHER, WHETHER BASED ON AN ACTION OR CLAIM IN CONTRACT, TORT (INCLUDING, WITHOUT LIMITATION,NEGLIGENCE AND, TO THE EXTENT PERMITTED BY LAW, STRICT LIABILITY) OR OTHERWISE, ARISING OUT OF OR RELATED TO THIS AGREEMENT, EXCEED THE GREATER OF (I) TOTAL AMOUNT OF FEES PAID BY ONE PARTY TO THE OTHER PARTY UNDER THIS AGREEMENT IN THE TWELVE MONTHS PRIOR TO THE DATE OF SUCH ACTION OR CLAIM, AND (II) ONE MILLION DOLLARS (US $1,000,000). 8.2.4 FOR BREACH BY A PARTY OF ANY OF ITS CONFIDENTIALITY OBLIGATIONS UNDER SECTION 6 AND A PARTY’S INDEMNIFICATION OBLIGATIONS UNDER SECTION 7, A BREACH OF AN ACCELA LICENSE TO PARTNER, OR PARTNER’S PAYMENT OBLIGATIONS TO ACCELA, IN NO EVENT WILL EITHER PARTY’S LIABILITY TO EACH OTHER, WHETHER BASED ON AN ACTION OR CLAIM IN CONTRACT, TORT (INCLUDING, WITHOUT LIMITATION,NEGLIGENCE AND, TO THE EXTENT PERMITTED BY LAW, STRICT LIABILITY) OR OTHERWISE, ARISING OUT OF OR RELATED TO THIS AGREEMENT, EXCEED THE GREATER OF (I) TOTAL AMOUNT OF FEES PAID BY ONE PARTY TO THE OTHER PARTY UNDER THIS AGREEMENT IN THE TWELVE MONTHS PRIOR TO THE DATE OF SUCH ACTION OR CLAIM, AND (II) FIVE MILLION DOLLARS (US $5,000,000). 8.3. Non-excluded Liabilities. Nothing in the foregoing Sections 8.1, or 8.2 shall exclude or limit a Party’s liability for: (i) death or personal injury caused by its negligence; (ii) any fraudulent misrepresentations (including pre-contractual misrepresentations) made by a Party on which the other Party can be shown to have relied; or (iii) any other liability which cannot be excluded by law. 8.4. Limitation of Liability upon Termination. Neither Party will incur any liability for exercising any of its rights to terminate these Master Terms, any Program Addendum, or statement of work in accordance with their terms. TO THE EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY HEREBY WAIVES ANY RIGHT IT MAY HAVE TO RECEIVE ANY COMPENSATION OR REPARATION ON TERMINATION OR EXPIRATION OF ANY AGREEMENT OTHER THAN EXPRESSLY AS PROVIDED THEREIN. THE PARTIES ACKNOWLEDGE THAT THIS SECTION HAS BEEN INCLUDED AS A MATERIAL INDUCEMENT FOR THE PARTIES TO ENTER INTO THESE MASTER TERMS AND THAT THE PARTIES WOULD NOT HAVE ENTERED INTO THESE MASTER TERMS OR ANY AGREEMENT BUT FOR THE LIMITATIONS OF LIABILITY AS SET FORTH HEREIN. 9. COMPLIANCE WITH APPLICABLE LAWS AND DATA PROTECTION. 9.1 Applicable Laws. The Parties agree to at all times abide by all Applicable Laws. 9.2 Data Protection. Each Party will duly observe all their obligations under any relevant Applicable Law that may apply to the relationship contemplated under this Agreement, including, specifically, any obligation for Partner to provide notifications regarding data, and any obligations for the protection of individuals with regard to the processing of Personal Data. Partner will at all times: (a) ensure that it has in place appropriate technical and contractual measures (but no less than industry standard measures) to ensure the security of all data and to guard against unauthorized or unlawful processing of any data, including Personal Data, against accidental loss or destruction of, or damage; (b) provide to Accela such information as Accela may reasonably require to satisfy itself that Partner is complying with its obligations under this Agreement and relevant Applicable Law; (c) immediately notify Accela of any breach or suspected breach of the security measures Partner has implemented; and (d) not do or omit to do anything that places Accela in breach of Accela's obligations under Applicable Law. To the extent that Accela processes any Personal Data on behalf of Partner, Accela shall implement appropriate technical and organizational security measures against unauthorized or unlawful processing of Personal Data and against accidental loss, destruction or damage to such personal data. More information about Accela’s 93 7 Accela Confidential v202207 data privacy policies can be found at https://www.accela.com/privacy-policy/ and https://www.accela.com/terms/. 9.3 RECORDS. During the term of this Master Agreement and for seven (7) years following record creation, Partner shall maintain complete, clear, and accurate records regarding any activity related to Accela’s Products and Services obtained under this Master Agreement, including, where applicable: (a) records of the number of products and services distributed, used or consumed by Partner, by product type, customer name and location; (b) any reports or records submitted to Partner, to Accela or to an authorized partner of Accela; (c) payments received irrespective of the source; (d) and any other records necessary to demonstrate compliance with an Agreement. Partner will permit Accela or its designate to audit such records to verify compliance, and Partner will provide its full cooperation in such audit. Accela shall provide Partner with reasonable notice (but not less than 72 hours) of its intent to conduct an audit and such audit shall occur during normal business hours and be conducted in a manner that uses commercially reasonable efforts to minimize disruption to Partner’s business. Partner will promptly pay to Accela any underpayments revealed by such inspection. Partner will also promptly reimburse Accela for the cost of such audit incurred by Accela if: (i) the audit reveals an underpayment by Partner of more than five percent (5%) of the amounts payable under this Master Agreement by Partner to Accela for the period reviewed or Partner’s breach of any of its obligations in this Agreement. 10. TERM AND TERMINATION. 10.1 Term. This Agreement will commence as of the Effective Date and will continue in effect for as long as there is an applicable Program Addendum in place, unless terminated sooner as set forth herein (the “Term”). Each Program Addendum will continue for the period of time as stated in such Program Addendum. Where Accela and Partner have multiple Program Addendums, the termination or expiration of one Program Addendum will not automatically terminate the main body of this Agreement or any other Program Addendum that is in effect at the time. 10.2 Termination. (a) For Cause. A Party may terminate these Terms or a Program Addendum immediately by written notice in the event that (i) the other Party commits a non-remediable material breach of any Agreement, (ii) the other Party fails to cure any remediable breach of any Agreement within thirty (30) days of being notified in writing of such breach, or (iii) no Program Addendum is then in effect. (b) For Convenience. Unless otherwise set forth in a Program Addendum, this Agreement or Program Addendum may be terminated at any time by Accela with 90 calendar days’ written notice to Partner. 10.3 Effect of Termination. (a) Upon termination of this Agreement, each Party shall promptly (a) return any property of the other Party and return or destroy any Confidential Information received from the other Party and provide a certificate of destruction to the other Party. (b) The following sections will survive termination or expiration of this Agreement: 1, 3.1, 4.2, 5, 6, 7, 8, 9.2, 10.3, and 11. Termination of this Agreement or a Program Addendum will not relieve any Party of any obligations incurred, or liability arising with respect to any breach or violation of this Agreement or Program Addendum occurring, prior to the termination hereof or any violation or breach of any provision of this Agreement or Program Addendum that survives the termination. 11. MISCELLANEOUS 11.1 Expenses. All costs and expenses incurred in connection with this Agreement and the documents and transactions contemplated hereby will be paid by the Party incurring such costs and expenses, whether or not such documents and transactions are entered into or completed. 11.2 Attorneys' Fees. In the event that any Party institutes any legal suit, action, or proceeding against the other Party arising out of or related to this Agreement, the prevailing Party in the suit, action or proceeding shall be entitled to receive, in addition to all other damages and equitable relief to which it may be entitled, the costs incurred by such Party in conducting the suit, action, or proceeding, including reasonable attorneys' fees and expenses and court costs. 11.3 Further Assurances. Each of the Parties hereto will and will cause their respective Affiliates to execute and deliver such additional documents, instruments, conveyances, and assurances and take such further actions as may be reasonably required to carry out the provisions and give effect to the transactions hereunder. 11.4 Public Announcements. Unless otherwise required by Applicable Law Partner will not make any public announcements in respect of this Agreement or the transactions contemplated hereby or otherwise communicate with any news media without the prior written consent of Accela, which shall not be unreasonably withheld. 11.5 Notices. All notices, requests, consents, claims, demands, waivers, and other communications hereunder (each, a "Notice") shall be in writing and addressed to the Parties at the addresses set forth on the first page of this Agreement (or to 94 8 Accela Confidential v202207 such other address that may be designated by the receiving Party from time to time in accordance with this Section) unless otherwise stated “email accepted”. All Notices shall be delivered by personal delivery, nationally recognized overnight courier (with all fees pre-paid), facsimile or certified or registered mail (in each case, return receipt requested, postage pre- paid). Except as otherwise provided in this Agreement, a Notice is effective only (a) upon receipt by the receiving Party, and (b) if the Party giving the Notice has complied with the requirements of this Section. 11.6 Interpretation. For purposes of this Agreement, (a) the words "include," "includes," and "including" are deemed to be followed by the words "without limitation;" (b) the word "or" is not exclusive; and (c) the words "herein," "hereof," "hereby," "hereto," and "hereunder" refer to this Agreement as a whole. Unless the context otherwise requires, references herein: (x) to sections, Program Addendums, schedules, and exhibits mean the sections of, and Program Addendums, schedules and exhibits attached to, this Agreement; (y) to an agreement, instrument, or other document means such agreement, instrument, or other document as amended, supplemented, and modified from time to time to the extent permitted by the provisions thereof; and (z) to a Applicable Law means such Applicable Law as amended from time to time and includes any successor legislation thereto and any regulations promulgated thereunder. This Agreement shall be construed without regard to any presumption or rule requiring construction or interpretation against the Party drafting an instrument or causing any instrument to be drafted. The Program Addendums, schedules and exhibits referred to herein shall be construed with, and as an integral part of, this Agreement to the same extent as if they were set forth verbatim herein. 11.7 Headings. The headings in this Agreement are for reference only and shall not affect the interpretation of this Agreement. 11.8 Severability. If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal, or unenforceable, the Parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible. 11.9 Entire Agreement. This Agreement, together any other documents incorporated herein by reference and all related Program Addendums, exhibits and schedules, constitutes the sole and entire agreement of the Parties to this Agreement with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter. 11.10 Amendment and Modification. This Agreement may only be amended, modified, or supplemented by an agreement in writing signed by each Party hereto. 11.11 Waiver. No waiver by any Party of any of the provisions hereof shall be effective unless explicitly set forth in writing and signed by the Party so waiving. No waiver by any Party shall operate or be construed as a waiver in respect of any failure, breach, or default not expressly identified by such written waiver, whether of a similar or different character, and whether occurring before or after that waiver. No failure to exercise, or delay in exercising, any right, remedy, power, or privilege arising from this Agreement shall operate or be construed as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power, or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege. 11.12 Cumulative Remedies. The rights and remedies under this Agreement are cumulative and are in addition to and not in substitution for any other rights and remedies available at law or in equity or otherwise, except to the extent expressly provided set forth in this Agreement. 11.13 Equitable Remedies. The Parties agree that irreparable damage would occur if any provision of this Agreement were not performed in accordance with the terms hereof and that the Parties may seek equitable relief, including injunctive relief or specific performance of the terms hereof, in addition to any other remedy to which they are entitled at law or in equity. 11.14 Assignment. Partner may assign any of its rights or delegate any of its obligations hereunder without the prior written consent of Accela, which consent shall not be unreasonably withheld. Any purported assignment or delegation in violation of this Section shall be null and void. No assignment or delegation will relieve the assigning or delegating Party of any of its obligations hereunder. This Agreement shall be binding upon and shall inure to the benefit of the Parties hereto and their respective successors and assigns. 11.15 No Third-Party Beneficiaries. This Agreement is for the sole benefit of the Parties hereto and their respective and nothing herein, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of this Agreement. 11.16 Governing Law. All matters arising out of this Agreement will be interpreted, construed, and enforced in all respects in accordance with the local laws of the State of California, U.S.A., without reference to its choice of law rules to the contrary. The provisions of the 1980 U.N. Convention on Contracts for the International Sale of Goods are expressly excluded and do 95 9 Accela Confidential v202207 not apply to this Agreement. The Parties hereby irrevocably and unconditionally consent to the exclusive personal jurisdiction and venue of the state and federal courts located in Northern District of California and irrevocably waive all objections to such jurisdiction and venue. 11.17 Counterparts. This Agreement may be executed by original or electronic signature and in counterparts, each of which shall be deemed an original, but all of which together shall be deemed to be one and the same agreement. A signed copy of this Agreement delivered by facsimile, email or other means of electronic transmission shall be deemed to have the same legal effect as delivery of an original signed copy of this Agreement. 11.18 Force Majeure. No Party shall be liable or responsible to the other Party, nor be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement (except for any obligations to make payments to the other Party hereunder), when and to the extent such failure or delay is caused by or results from acts beyond the affected Party's reasonable control, including, without limitation: (a) acts of God; (b) flood, fire, earthquake, or explosion; (c) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot, or other civil unrest; (d) government order or law; (e) actions, embargoes, or blockades in effect on or after the date of this Agreement; (f) action by any governmental authority; (g) pandemic, and (h) national or regional emergency. The Party suffering a Force Majeure Event shall give notice three (3) days of the Force Majeure Event to the other Party, stating the period of time the occurrence is expected to continue and shall use diligent efforts to end the failure or delay and ensure the effects of such Force Majeure Event are minimized. If as a result of a Force Majeure Event a Party is unable to perform its obligations under this Agreement for more than thirty (30) days, the other Party may terminate this Agreement upon ten (10) days written Notice. 11.19 Relationship of the Parties. Nothing herein shall be construed to create a joint venture or partnership between the Parties hereto or an employer/employee or agency relationship. Neither Party hereto shall have any express or implied right or authority to assume or create any obligations on behalf of or in the name of the other Party or to bind the other Party to any contract, agreement, or undertaking with any third party. 11.20 Entire Agreement. This Master Partner Agreement, the relevant Program Addendum(s), the applicable Program Guide(s) and other documents incorporating this Master Partner Agreement constitute the entire agreement between the Parties regarding the subject matter of such documents and supersede all previous agreements, whether oral or written. The following order of precedence shall apply in the event of any express conflict in terms: (1) the terms located in the Program Addendum, (2) the terms located in these Master Terms, and (3) any applicable Program Guide. Except as expressly provided elsewhere in an Agreement, no amendment or waiver of such Agreement will be binding unless agreed to in writing by all Parties. The remainder of this page left intentionally blank. 96 ACCELA, INC. MANAGED SERVICE PROVIDER PROGRAM ADDENDUM This Managed Service Provider Program Addendum is made by and between Accela, Inc., (“Accela”) and Local Government Informa�on Systems Associa�on ac�ng as a Managed Service Provider (“Partner”), dated as of May 23, 2023, (“Program Addendum Effec�ve Date”), and is entered into pursuant to the Master Partner Agreement between the Par�es dated May 22, 2023, and is deemed atached thereto and incorporated therein by this reference. 1. DEFINITIONS and EXHIBITS. All capitalized terms used and not defined in this Program Addendum will have the meaning given to them in the Master Partner Agreement. 1.1 “Accela Services” means the Accela Subscription Services and other applicable policies set forth at accela.com/terms. 1.2 “Accela Service Terms” are Accela’s terms and conditions governing use and access of Accela Services set forth at accela.com/terms and may be amended by Accela in its sole discretion. 1.3 “Agreement” means the Master Partner Agreement and this Program Addendum. 1.4 “Authorized Users” means individuals who are authorized by Partner or Customer to use the Accela Services, for whom a subscription to the Accela Services has been procured. For Customers, Authorized Users may include, for example, Customer’s and Customer’s Affiliates’ employees, consultants, clients, external users, contractors, agents, and third parties with which Customer does business. Accela Services subscription must be purchased for each Authorized User. 1.5 “Combined Services” means (i) Partner Services provided to a Customer that includes Accela Services, and (ii) is provided as Partner’s Managed Services offering subject to a Customer Services Agreement. 1.6 “Customer” means a person or entity that desires to obtain or obtains the Combined Services through Partner’s Managed Services offering for its own productive use and not for re-distribution or resale from Partner acting as a Managed Service Provider. All references in the Master Partner Agreement to “Customer” will have the meaning set forth in this Program Addendum. 1.7 “Customer Information” means the names, email addresses, telephone numbers, and other required personal information that Customer wants Accela Services or Partner to alert in the event of an Incident (as defined in the Accela Terms of Service) and who have consented to receive such messages. 1.8 “Customer Services Agreement” means Partner’s written agreement between Partner and Customer setting forth the terms and conditions upon which the Customer may access and use Accela Services as part of the Combined Services that contain terms and conditions substantially similar to, and in any event, no less protective of Accela and the Accela Services as set forth in the Accela Terms (including, but not limited to, Accela’s collection and use of Customer’s Information), and includes a statement that Accela is a third-party beneficiary of the Customer Services Agreement. 1.9 “Customer Term” means the time period for Customer’s use of the Accela Services as part of the Combined Services. 1.10 “Fees” mean fees payable to Accela by Partner for Accela Services as invoiced by Accela. 1.11 “Tier 1 Support” means direct technical support of the Combined Services provided by Partner to Customer as set forth in Exhibit B (Partner Services). 1.12 “Managed Services” means the provision of the Combined Services to a Customer on a software-as-a-service basis and in the manner specified in Exhibit A, in which Partner acting as a Managed Services Provider, provides Customer access to the features and functionality of the Accela Services as set forth in this Program Addendum. 1.13 “Managed Services Provider” means an entity that manages information technology services for other companies via the Web. 1.14 “Order Form” means Accela’s ordering document delivered by Partner to Accela specifying the Accela Services to be provided hereunder as part of the Combined Services that is signed by an authorized representative of both Partner and Accela. Order Forms shall be subject solely to and incorporate by reference the terms of the Agreement. 1.15 “Partner Services” means Partner’s support services as described in Exhibit B, and configuration services. 1.16 “Program Addendum” means this Accela Managed Service Provider Addendum and the Exhibit(s) that are made a part of and incorporated into this Program Addendum. Any reference to “Program Addendum” herein includes the Exhibit(s). 97 1.17 “Tier 2 Support” means direct technical support of the Combined Services provided by Partner to Customer as set forth in Exhibit B (Partner Services). 1.18 “Tier 3 Support” means direct technical support provided by Accela to Partner, as set forth in Exhibit B (Partner Services). 1.19 “Territory” means Minnesota, USA. 1.20 EXHIBITS A. Exhibit A Accela Services to Partner B. Exhibit B Partner Support Services to Customer C. Exhibit C Tiered Pricing D. Exhibit D Partner Enablement and Training E. Exhibit E Partner Insurance 1.21 Accela Services” means the Accela Subscription Services and other applicable policies set forth at accela.com/terms and as may be more specifically set forth in Exhibit A (Accela Services). 1.22 “Accela Service Terms” are Accela’s terms and conditions governing use and access of Accela Services set forth at accela.com/terms and may be amended by Accela in its sole discretion. 1.23 “Agreement” means the Master Partner Agreement and this Program Addendum. 1.24 “Authorized Users” means individuals who are authorized by Partner or Customer to use the Accela Services, for whom a subscription to the Accela Services has been procured. For Customers, Authorized Users may include, for example, Customer’s and Customer’s Affiliates’ employees, consultants, clients, external users, contractors, agents, and third parties with which Customer does business. Accela Services subscription must be purchased for each Authorized User. 1.25 “Combined Services” means (i) Partner Services provided to a Customer that includes Accela Services, and (ii) is provided as Partner’s Managed Services offering subject to a Customer Services Agreement. 1.26 “Customer” means a person or entity that desires to obtain or obtains the Combined Services through Partner’s Managed Services offering for its own productive use and not for re-distribution or resale from Partner acting as a Managed Service Provider. All references in the Master Partner Agreement to “Customer” will have the meaning set forth in this Program Addendum. 1.27 “Customer Information” means the names, email addresses, telephone numbers, and other required personal information that Customer wants Accela Services or Partner to alert in the event of an Incident (as defined in the Accela Terms of Service) and who have consented to receive such messages. 1.28 “Customer Services Agreement” means Partner’s written agreement between Partner and Customer setting forth the terms and conditions upon which the Customer may access and use Accela Services as part of the Combined Services that contain terms and conditions substantially similar to, and in any event, no less protective of Accela and the Accela Services as set forth in the Accela Terms (including, but not limited to, Accela’s collection and use of Customer’s Information), and includes a statement that Accela is a third-party beneficiary of the Customer Services Agreement. 1.29 “Customer Term” means the time period for Customer’s use of the Accela Services as part of the Combined Services. 1.30 “Fees” mean fees payable to Accela by Partner for Accela Services as invoiced by Accela. 1.31 “Tier 1 Support” means direct technical support of the Combined Services provided by Partner to Customer as set forth in Exhibit B (Partner Services). 1.32 “Managed Services” means the provision of the Combined Services to a Customer on a software-as-a-service basis by Accela, in which Partner acting as a Managed Services Provider, provides Customer access to the features and functionality of the Accela Services as set forth in this Program Addendum, Partner configuration, and Partner Services as set forth in Exhibit B. 1.33 “Managed Services Provider” means an entity that manages information technology services for other companies via the Web. 98 1.34 “Order Form” means Accela’s ordering document delivered by Partner to Accela specifying the Accela Services to be provided hereunder as part of the Combined Services that is signed by an authorized representative of both Partner and Accela. Order Forms shall be subject solely to and incorporate by reference the terms of the Agreement. 1.35 “Partner Services” means Partner’s support services as described in Exhibit B and configuration services of Accela Services. 1.36 “Program Addendum” means this Accela Managed Service Provider Addendum and the Exhibit(s) that are made a part of and incorporated into this Program Addendum. Any reference to “Program Addendum” herein includes the Exhibit(s). 1.37 “Tier 2 Support” means direct technical support of the Combined Services provided by Partner to Customer as set forth in Exhibit B (Partner Services). 1.38 “Tier 3 Support” means direct technical support provided by Accela to Partner, as set forth in Exhibit B (Partner Services). 1.39 “Territory” means Minnesota, USA. 1.40 EXHIBITS A. Exhibit A Accela Services to Partner B. Exhibit B Partner Services C. Exhibit C Tiered Pricing D. Exhibit D Partner Enablement and Training E. Exhibit E Partner Insurance 2. APPOINTMENT. Subject to Partner’s compliance with the terms and conditions herein, Accela hereby appoints Partner and Partner hereby accepts appointment as a Accela Managed Service Provider in the Territory for Accela Services as a part of the Combined Services. This appointment shall be on a non-exclusive basis and Partner acknowledges and agrees Accela has the right to appoint other partners and entities without limitation as Managed Service Providers for Accela Products. Subject to Section 3.2 (Customer Access and Use of Managed Services) of this Program Addendum, Partner’s use of the Accela Services is subject to the Accela Service Terms and the Agreement. For purposes of clarification only, references to “You” and “Your” in the Accela Services Terms means Partner. Partner acknowledges and agrees the Accela’s warranties and disclaimers in the Accela Service Terms are between Accela and Partner only. 3. RIGHTS GRANTED; RESTRICTIONS. 3.1. License to Create Combined Services and Marketing. Subject to the terms and conditions of this Agreement, Accela hereby grants to Partner, a non-exclusive, non-transferable, non-sublicensable, revocable license in the Territory (except where prohibited by law) during the Term to (i) combine the Accela Services with Partner Services solely to create the Combined Service, (ii) market the Accela Products as part of the Combined Services to potential Customers, (iii) use the Documentation for its internal business purposes to the extent reasonably necessary to support Partner’s internal use of the Accela Services in a manner consistent with the licenses, terms and conditions set forth herein, and (iv) distribute Documentation electronically to support the licenses granted in Section 3.2 (Sublicense and Access to Customers) for the Combined Service provided all distribution and access of the Documentation must include Accela copyright and trademark notices set forth in the Documentation as provided to Partner by Accela. 3.2. Customer Access and Use of Managed Services. (a) Notwithstanding anything to the contrary in the Accela Service Terms, Partner may allow its Managed Services Customers access and use of the Accela Services solely as part of the Combined Services provided that before making any instance of the Accela Services available for access or use by a Customer, Partner requires each Customer to expressly agree to the Customer Services Agreement with Partner. Partner will use commercially reasonable efforts to enforce the Customer Services Agreement and notify Accela of any violations of such terms. (b) Each Customer’s use of the Accela Services is deemed use by Partner itself for purposes of the Accela Service Terms, including without limitation all relevant agreements and polices regarding the Accela Services, the Service Level Agreement, Privacy Policy, Acceptable Use Policies, DMCA Takedown, Subprocessor, Support Policy, and any third party terms found in the Accela Service Terms and all charges incurred. Partner must provide Customers and Authorized Users all privacy and data processing disclosures and notices required by Applicable Law, and require from Customers all acknowledgments and consents, necessary for Accela to provide the Accela Services and exercise its rights under the Agreement in compliance with the Accela Service Terms. 99 3.3. Internal Use and Demonstration License. Subject to the terms and conditions of this Agreement, Accela hereby grants to Partner, a non-exclusive, non-transferable, non-sublicensable, revocable license in the Territory (except where prohibited by law) during the Term to use the Accela Services, for the purposes of: (i) internal testing of the performance and maintenances of the Combined Services, (ii) internal sales and support training for the Combined Services (iii) Partner provisioning of Tier 1 and Tier 2 Support for the Combined Services, and (iv) creating an internal demonstration environment of the Combined Solution for Customers on Partner’s internal systems only. The preceding license does not include the right to use the Accela Services as a standalone service or product or in the Combined Services for Partner’s internal production purposes or commercial use, or to distribute the Combined Services to any third party. 3.4. No Relationship with Customer. Partner acknowledges and agrees Accela has (i) no responsibility to Customer and Partner will accurately communicate the lack of Accela responsibility to Customer in the Customer Services Agreement, (ii) Customer’s use of the Accela Services in the Combined Services is deemed use by Partner itself for purposes of the Accela Service Terms, including without limitation all relevant agreements and policies regarding the Accela Services, such as the Service Level Agreement, Privacy Policy, Acceptable Use Policies, DMCA Takedown, Subprocessor, Support Policy, and any third party terms found at accela.com/terms. For privacy and data processing, Partner will provide Customers all disclosures and notices and require from Customers all acknowledgments and consents necessary for Accela to provide the Accela Services and exercise its rights under the Agreement, including but not limited to the Accela Terms of Service. 3.5. Termination of Partner and Customer’s Access to Accela Services. Any use of the Accela Services in breach of the Agreement, Documentation, Customer Services Agreement or Order Forms by Partner or Customer that in Accela’s reasonable judgment threatens the security, integrity or availability of the Accela Services may result in Accela’s immediate suspension of the Accela Services; provided, however, where the threat to the Accela Services is not immediate, Accela will use commercially reasonable efforts under the circumstances to provide Partner with notice and an opportunity to remedy such violation or threat prior to such suspension. 3.6. Partner agrees that its purchase of the Accela Services is neither contingent upon the delivery of any future functionality or features nor dependent upon any oral or written public comments made by Accela concerning future functionality or features. 3.7. Restrictions and Limitations. (a) Accela Services may only be provided to Customers as part of the Combined Service and may not be made available to Customers as a standalone product. If Partner desires to resell Partner Services as a standalone product, Partner must enter Accela’s Reseller Partner Program Addendum. (b) Accela Services are on a per Seat basis and Partner must purchase an Accela Services license for each Authorized User. (c) Partner (i) may only provide Accela Services that Partner purchases directly from Accela; and (ii) may not offer Accela Services as a standalone or as part of the Combined Services indirectly through a third party to Customers. (d) The initial Customer Term must not exceed three (3) years. If this Program Addendum is still in effect, the Customer Term may be renewed for additional periods of one (1) year. (e) Other than applications or software that are required for the operation of the Combined Service or as otherwise approved in writing by Accela, Partner shall not include any independent applications or software in the Combined Service or on the same host machine(s) as the Combined Service. Partner acknowledges that if an application or software is required for the operation of the Combined Service, Partner is responsible for obtaining all third-party licenses necessary or useful for such application or software. (f) Partner will not (i) sublicense, lease, rent, assign, copy, reproduce, modify, create derivative work, pledge, transfer loan, sell or otherwise transfer the Accela Services except as expressly allowed hereunder; (ii) use the Accela Services in any manner that infringes the intellectual property rights of another party; (iii) use the Accela Services except as expressly authorized herein; (v) access the Accela Services to build a competitive product or service or copying its features or user interface; (vi) delete, alter, add to or fail to reproduce in and on the Accela Services or Combined Service the name of Accela and any copyright or other notices appearing in or on the Accela Services or which may be required by Accela at any time; or (vii) cause or permit any third party to do any of the foregoing. (g) Partner is responsible for all activities conducted under Authorized Users’ logins to the Accela Services and may not (i) access the Accela Services for purposes of monitoring its availability, performance or functionality, or for any other benchmarking purposes; (ii) send or store in the Accela Services any personal health data, credit card data, personal financial data or other such sensitive data which may be, without limitation, subject to the Health Insurance Portability and Accountability Act, Gramm-Leach-Bliley Act, or the Payment Card Industry Data Security Standards; (iii) send or store infringing or unlawful material in connection with the Accela Services; (iv) send or store viruses, worms, time bombs, Trojan horses and other harmful or malicious code, files, scripts, agents or programs to the Accela Services; or (v) attempt to gain unauthorized access to, or disrupt the integrity or performance of, the Accela Services or the data contained therein. 100 (h) Accela may update the Accela Service Terms in its sole discretion. Any notices delivered by Accela for the Accela Service Terms will be delivered to Partner, and it is Partner’s responsibility to provide all such notices to its Customers where applicable and for ensuring the Customer Services Agreement reflects changes in Accela Service Terms. The revised Accela Service Terms will apply to Partner, all new Customers, and existing Customer renewals of the Combined Services. 4. CUSTOMER DATA AND USAGE DATA. 4.1. Usage Data. Accela owns the statistical usage data derived from the operation of the Accela Services, including data regarding web applications utilized in connection with the Accela Services, configurations, log data, and the performance results for the Accela Services and other data derived from the use of the Accela Services by Partner or Customers (“Usage Data”). Nothing herein will be construed as prohibiting Accela from utilizing the Usage Data to optimize and improve the Accela Services or otherwise operate Accela’s business. 4.2. Customer Information. Accela has the right to maintain a database of Customer Information and Usage Data, and to provide notices to the Customers as it deems reasonably necessary. Accela may request, and Partner will provide to Accela additional information regarding Customers for the purposes of ensuring and verifying that Customers are in compliance with Customer Services Agreement and Partner is in compliance with this Agreement. Partner represents and warrants that it has notified Customer of the collection of Customer Information and Usage Data, has received consent from Customer for Partner to provide the Customer Information and Usage Data to Accela, and allow Accela to use Customer Information and Usage Data as set forth herein. 5. ACCELA OBLIGATIONS. 5.1. Accela shall make the Accela Services and Accela Services to Partner as set forth in Exhibit A available to Partner pursuant to this Agreement during the Term. 5.2. Accela shall maintain administrative, physical, and technical safeguards to protect the security and integrity of the Accela Services, consistent with industry standards. Except for the foregoing Accela obligations, Partner shall be responsible for all security related to its implementation of the Combined Services for Customer and its Authorized Users. 6. PARTNER OBLIGATIONS. 6.1. Partner will comply with the provisioning process and sales operations as set forth in Exhibit A or as may be provided to Partner in writing (email accepted). 6.2. Partner is responsible for providing all support to Customer in compliance with Exhibit B. Customers who contact Accela for support will be referred to Partner. Partner must submit support requests or service credits (as outlined in the Service Level Agreement) directly to Accela. Second-Line Support and service credits will be provided to Partner and not to the Customer. 6.3. Partner acknowledges and agrees it is imperative that Partner employ employees and contractors that are knowledgeable of Accela Services and able at all time to provide Tier 1 and Tier 2 Support at an industry level expectation. Accela will provide Tier 3 Support to Partner who will in turn provide Tier 3 Support to Customer. As such, at all times during the term of this Agreement, Partner will maintain employment of the number of employees set forth in Exhibit D (Partner Enablement and Training )who have either (i) received Accela technical training and certification as set forth in the Exhibit D or (ii) in Accela’s reasonable discretion is sufficiently knowledgeable about the Accela Services. The parties will review the number of said employees semi-annually to assess if additional employees are necessary for Partner to adequately provide the support as set forth herein and in Exhibit B. Accela may require Partner to participate in additional periodic Accela Services training with the methods, times and places for mutually agreed in writing (email accepted).Training for Accela Services shall be provided at the then-current Accela list price except for initial training as set forth in Exhibit D. In addition to training fees, Partner is responsible for travel and other out-of-pocket expenses for the training of its employees. 6.4. Partner shall immediately notify Accela in writing if it becomes aware of any facts indicating that the security of the Accela Services has been or are likely to be violated or that the Accela Services is or may be infringing the intellectual property rights of a third party. Partner shall also immediately provide notice to Accela in writing of any legal action arising from Partner’s provision of the Accela Services. 6.5. Partner agrees to adhere in good faith to all written Partner requirements, including but not limited to (i) conducting its business in a professional manner in accordance with computer services industry standards, and (ii) not disparage, directly or indirectly, Accela or the Accela Services. 6.6. Partner shall maintain appropriate administrative, physical, and technical safeguards to protect the security and integrity of the Accela Services. 6.7. Insurance. Partner will at all times during the Term of this Program Addendum and for a period of three (3) years thereafter will procure and maintain, at its sole cost and expense, insurance coverage as set forth in Exhibit E (Insurance Requirements). 101 7. MARKETING 7.1. Marke�ng. Partner is responsible for all marke�ng of the Combined Services during the Term and Partner agrees to reasonably and favorably market the Combined Services. Accela may provide Partner with Accela standard marke�ng materials (“Marke�ng Materials”). Where Accela provides Marke�ng Materials to Partner, Accela grants Partner a non- exclusive, non-transferable, non-sublicensable, revocable license to use, reproduce and display Marke�ng Materials during the applicable Term in the Territory for purposes of marke�ng and promo�ng the Accela Products. Partner’s use of the Marke�ng Materials will be solely in accordance with Accela’s current marke�ng guidelines and any other guidelines or requirements that Accela may communicate to Partner from �me to �me. If Partner desires to change or otherwise alter the Marke�ng Materials, any such change or altera�ons are outside the scope of the license to the Marke�ng Materials and Partner must receive Accela’s prior writen consent before making any change or altera�on, Accela will provide reasonable support to LOGIS and its members with applica�on demos, webinars and any new or updated sales and marke�ng materials. 8. ORDERING, INVOICING, PAYMENTS, REPORTING AND AUDIT. 8.1. Partner Financials. Partner’s ability to order Accela Services may be subject to a review of Partner’s financial viability as determined solely by Accela. Partner may be required to provide Accela with financial informa�on as Accela deems appropriate and on an ongoing basis. Requests for Partner financial informa�on from Accela will be in wri�ng (email accepted) and all financial informa�on provided by Partner will be Partner’s Confiden�al Informa�on subject to the protec�ons hereunder. 8.2. Placing Orders. Partner shall place orders, via an Order Form, and in accordance with the Agreement. Where Partner provides an Order Form to Accela, Partner will provide to Accela a signed copy of the Order Form, which must be executed by an authorized representa�ve of Partner and Accela. Accela will respond to Partner and either accept the Order Form or no�fy Partner that the Order Form has been rejected and provide Partner with the reason, therefore. An Order Form will be deemed invalid if, without Accela’s prior consent, any Accela Service Terms, terms of the Agreement (including this Program Addendum) or Accela Documenta�on are modified, or addi�onal terms in respect of the Accela Products are offered to Customer by Partner. All subscrip�ons to the Accela Services are for a minimum of one (1) year. All Accela Services are non- cancellable and non-refundable absent a material, uncured breach by Accela of the Accela Service Terms. Accela may, in its sole discre�on and reserves the right to refuse to do business with any en�ty and/or individual and may reject an Order Form without liability to Partner. 8.3. Seats. (a) Access to the Subscrip�on Services is priced per seat license and on an annual basis, with a minimum purchase of fi�y (50) seats and subsequent increments of five (5) Seats. Notwithstanding the foregoing, Partner may license and price the Combined Service in its sole discre�on, subject to the terms herein. Partner’s pricing �ers are set forth in Exhibit C “Fees and Tier Pricing”). (b) The number of seat licenses is determined by the total number of Authorized Users. No two individuals may log onto or use a seat as the same Authorized User, but Partner may unregister or deac�vate Authorized Users and replace them with other Authorized Users without penalty, so long as the number of ac�ve Authorized Users registered at any one �me is equal to or less than the number of seats purchased. The addi�on by Partner or Customer of more Authorized Users than the number of seats will result in an addi�onal charge for one seat per addi�onal Authorized User(s) for the remainder of the then-current license or subscrip�on term. (c) Seat licenses (a) must be allocated to a specific end user agency, (b) are non-transferable, and (c) may only be reduced upon Customer contract renewal date. For illustra�ons purposes only, if a customer commits to a three year term via a purchase order, Customer may only reduce their seats at the end of the three-year term. (d) Seat licenses are purchased prior to a Customer’s configura�on beginning and will be prorated to co-terminate on a mutually agreed renewal date. 8.4. Repor�ng. Ten (10) days following each calendar quarter, Partner will submit a writen report to Accela se�ng forth the names of Customers to whom Partner is providing Accela Services, the subdomain for each Customer, the number of such Accela licenses/seat per Customer, email address for Customer and each Partner and Customer Authorized Users. 8.5. Partner Documents. Any terms or condi�ons in Partner’s purchase order, Order Form or any other related documenta�on submited by or on behalf of Partner to Accela that add to, vary from or are inconsistent with the terms of the Agreement are deemed to be material altera�ons and Accela hereby gives no�ce of objec�on to and rejec�on of such material altera�ons. Accela’s performance under any said documents will not be deemed acceptance of the addi�onal or different terms and are deemed void. 102 9. FEES; PRICING; PAYMENT TERMS 9.1. Fees. Partner will pay the Fees in accordance with Exhibit C and as set forth in Accela’s invoice to Partner. All seat pricing is subject to Accela’s standard annual upli�. 9.2. Pricing. Partner may determine, at its sole discre�on, the price to be charged to Customers for the Combined Services. 9.3. Payment. Partner (i) is responsible for payment of the Fees regardless of Partner’s ability to collect payment for the Accela Services or Combines Services from the Customer, and (ii) all Fees are non-refundable and non-cancellable absent an uncured material breach by Accela under the Accela Service Terms. 9.4. Payment Terms. Partner will pay the Fees without offset within thirty (30) days of the date of Accela’s invoice. All Fees due under this Program Addendum that are not made when due will accrue interest, from the date due un�l the date paid, at the lesser of 1.0% per month and the highest rate permited by applicable law. Partner will reimburse any costs or expenses (including, but not limited to, reasonable atorneys’ fees) incurred by Accela to collect any amount that is not paid when due. 9.5. Disputes. Partner will no�fy Accela in wri�ng if Partner disputes any Fees or Taxes paid or payable by Partner under this Agreement within ten (10) days of the date of the invoice containing such Fees or Taxes due that are in dispute. The Par�es will work together to resolve the applicable dispute promptly. Any Partner dispute will be reasonable and made in good faith. Partner’s no�ce shall detail (a) the amount in dispute, and (b) the reason for the dispute set out in sufficient detail to facilitate inves�ga�on by Accela and resolu�on by the Par�es. Partner will pay all amounts that are determined to be payable by resolu�on of the dispute (by adversarial proceedings, agreement or otherwise) within ten (10) days following such resolu�on. Notwithstanding the foregoing, Partner will pay all undisputed Fees within thirty (30) days of the date of Accela’s invoice. Payment by Partner of undisputed Fees and Accela’s acceptance thereof will have no impact on Accela’s rights at law or equity regarding Fees or Taxes that are in dispute. 10. RECORDS AND AUDIT RIGHTS. During the Term (as defined in Section 11, (Term and Termination)) and for a period of three (3) years thereafter (“Audit Period”), Partner will maintain complete, clear and accurate records of the number of subscriptions of Accela Services provided to Customer, the names of the Customers to whom Accela Services were provided, all Authorized Users, and the information necessary to evidence Partner’s compliance with this Agreement. During the Audit Period, Accela, or its third-party auditor, may, upon reasonable notice to Partner, audit such records and Partner’s use of the Accela Services to verify that Partner has (i) used and/or distributed the Accela Services solely as authorized herein; (ii) paid all applicable Fees and Taxes; and (iii) otherwise complied with the terms of the Agreement. Unless a previous audit has resulted in the finding of Partner’s noncompliance with the Agreement, Accela will conduct no more than one (1) audit in any twelve (12) month period. If an audit shows Partner’s noncompliance with the Agreement, Accela or its third party may audit Partner as Accela deems necessary. Audits will be conducted during regular business hours, and Accela will use commercially reasonable efforts to minimize the disruption of Partner’s normal business activities. Partner will reasonably cooperate with Accela and/or its third-party auditor and will promptly pay directly to Accela any underpayments revealed by such audit. Partner shall promptly reimburse Accela for all costs and expenses incurred by Accela for such audit if (i) the audit reveals an underpayment by Partner of more than five percent (5%) of the Fees payable by Partner to Accela for the period audited; (ii) Partner is in material noncompliance with the Agreement, or (iii) such audit reveals Partner has materially failed to maintain accurate records of its use and/or distribution of the Accela Services. 11. TERM AND TERMINATION. 11.1. Term. This Program Addendum will commence on the Addendum Effective Date and continue for a period of five (5) years (“Initial Term”) and automatically renew for a one year term on each anniversary thereafter (“Renewal Term”) unless terminated as set forth below. The terms “Initial Term” and “Renewal Term” are collectively the “Term” as used in this Program Addendum. Accela will have no obligation to renew or extend the term of this Program Addendum, and no payments, liabilities or damages will be due Partner, or will be imposed upon Accela, for its decision to terminate or not renew this Program Addendum. Termination or expiration of this Program Addendum will not automatically terminate the main body of the Master Partner Agreement or any other Program Addendum that might be in effect at the time. 11.2. Termination. In addition to any other express termination right set forth elsewhere in this Agreement, this Agreement may be terminated; (a) effective on written notice to the other Party, if the other Party materially breaches this Agreement, and such breach (i) is incapable of cure; (ii) being capable of cure, remains uncured thirty (30) days after the non-breaching Party provides the breaching Party with written notice of such breach or (iii) as set forth in Exhibit D; (b) effec�ve immediately, if Partner (i) becomes the subject of a voluntary or involuntary pe��on in bankruptcy or any voluntary or involuntary proceeding rela�ng to insolvency, receivership, or liquida�on for the benefit of creditors; or (ii) is merged, acquired, or implements a change in control that involves any compe�tor of Accela. 103 (c) by Accela on each anniversary a�er the Effec�ve Date of this Program Addendum upon sixty (60) days’ for convenience. 11.3. Effect of Termination. (a) Post-Termina�on Service Period. Except for termina�on by Accela under Sec�on 11.2 (a) or (b), if this Program Addendum expires or is otherwise terminated, Accela and Partner may con�nue to provide service and support for the Customers using the Combined Services as of the date of expira�on or termina�on, where Partner’s license or subscrip�on for Accela Services con�nues beyond the date of expira�on or termina�on (the “Post- Term Services Period”), provided that the Par�es obliga�ons set forth herein will only apply up to the end of the Post-Term Services Period. For purposes of clarity only, Partner may not extend a license or subscrip�on beyond the end of the Post-Term Services Period without Accela’s prior writen consent. Where Accela and Partner do not con�nue to provide service and support for Customer during the Post-Term Services Period, Accela may license Accela Services directly to Customer. (b) Survival. The following Sec�ons will survive termina�on or expira�on of this Agreement: 1, 4, 6.2, 6.4, 8.3, 9.2, 9.3, 9.4, 10, 11.3 and all defined terms in the body of this Program Addendum. During the Post-Term Services Period, all Sec�ons of the Agreement will survive un�l the end of the Post-Term Services Period. The Par�es have caused their respec�ve duly authorized representa�ves to execute and deliver this Program Addendum as of the Program Addendum Effec�ve Date. LOGIS ACCELA, INC. Accepted By:_______________________________ Accepted By:_______________________________ Print Name:________________________________ Print Name:________________________________ Title:______________________________________ Title:______________________________________ Date Signed:________________________________ Date Signed:________________________________ Chief Legal Officer Aaron Haggarty 5/24/2023 Executive Director Chris Miller 5/25/2023 104 Exhibit A Accela Services to Partner Accela Standard SaaS Support Services Policy This Accela Standard SaaS Support Services Policy (“Support Policy”) governs the terms under which Accela provides Support Services and is subject to the SaaS services agreement (“Agreement”) entered into between Accela and the recipient of such services (“Partner”). This Support Policy may be updated from �me to �me by Accela in its sole discre�on. General Requirements and Hours of Opera�on a. Ticke�ng Support: Accela will provide Partner access to a �cke�ng system, which will be available twenty-four (24) hours per day, seven (7) days per week. A qualified support specialist shall use commercially reasonably efforts to answer ques�ons and resolve problems regarding the Subscrip�on Service from 4:00 A.M. un�l 6:00 P.M. Pacific Standard Time Monday through Friday, excluding Accela’s observed holidays. b. Telephone Support: Accela’s Customer Support Department, a live technical support facility, will be available to Partner from 4:00 A.M. un�l 6:00 P.M. Pacific Standard Time Monday through Friday, excluding Accela’s observed holidays. c. Online Support Material: Available twenty-four (24) hours, seven (7) days a week, Accela will make available to Partner certain archived So�ware updates and other technical informa�on in Accela’s online support databases. Partner Contacts: “Partner Contacts” are the individuals who will be the primary users of the Accela Partner Support Plan. You may designate up to two (2) Partner Contacts and agree to let Accela know if they change. Your Partner Contacts will be responsible for: Overseeing your support case ac�vity, developing and deploying troubleshoo�ng processes within your organiza�on. Partner represents and warrants that Partner Contacts: Have completed the Administrator Training offered as part of Accela’s implementa�on and adop�on programs. Are uniquely knowledgeable about the Customer’s configured solu�on in order to assist Accela in analyzing and resolving technical issues. Have a good understanding of any problem that is the subject of a case, and the ability to reproduce the problem in order to assist Accela in diagnosing and triaging the problem. Submi�ng a Case Partner Contacts may submit cases via: a. the online support portal by logging into the Accela Success Community at htps://success.accela.com and selec�ng Get Support > Submit a case or b. a telephone call to Customer Support as described below. (For Severity Level 1 and Severity Level 2 issues, Customer must call Customer Support) Updates Updates may address security fixes, cri�cal patches, general maintenance func�onality, and documenta�on and shall be made available at Accela’s discre�on. Accela is under no obliga�on to develop any future func�onality or enhancements unless otherwise specified in the Agreement. If an update for the Service is made available to the partner’s customer pursuant to this Support Policy, it will automa�cally replace the previous version of the applicable Service. Where prac�cal, Accela will schedule Updates during non-business hours and will provide Customers with advance no�ce of all Updates. Upgrade/Downgrade of Severity Level If, during the Support Request process, the issue either warrants assignment of a higher severity level than currently assigned or no longer warrants the severity level currently assigned based on its current impact on the produc�on opera�on of the SaaS offering, then the severity level will be upgraded or downgraded accordingly to the severity level that most appropriately reflects its current impact. 105 Customer Coopera�on Accela must be able to reproduce errors in order to resolve them. Partner shall cooperate and work closely with Accela to reproduce errors, including, without limita�on, conduc�ng diagnos�c or troubleshoo�ng ac�vi�es, implementa�on of fixes or updates previously provided by Accela, or providing informa�on as reasonably requested and appropriate. Also, Accela may access Partner Contacts account and/or an admin account and/or Partner’s personnel may be asked to provide remote access to their internal system for, without limita�on, conduc�ng diagnos�c or troubleshoo�ng ac�vi�es, or implementa�on of fixes or updates previously provided by Accela. Third Party Product Support If any third-party so�ware is supplied by Accela or the Partner, notwithstanding anything to the contrary, Accela disclaims all support obliga�ons for such third-party so�ware, unless expressly specified by Accela in Customer’s Agreement. Exclusions The following Support Exclusions are not covered by this Support Policy: a. Support required due to Customer’s or any End User’s or third party’s misuse of the Services; b. Support during �mes outside of Accela’s regular business hours stated above; c. Support necessitated by external factors outside of Accela’s reasonable control, including any force majeure event or Internet access or related problems beyond the Service demarca�on point; d. Support of or caused by customiza�ons (if outside of Accela’s best prac�ce recommenda�ons), configura�on changes, scrip�ng, or data loss caused by or on behalf of Customer or any End User; e. Support of or caused by Customer’s or any End User’s or third party’s equipment, so�ware or other technology (other than third party equipment within Accela’s direct control); f. Support to resolve or work-around condi�ons which cannot be reproduced in Accela’s support environment and g. Support of any so�ware add-ons supplied together with the Service (except where specified in Customer’s Agreement). Error Classifica�on Func�onal Defini�ons: Any major system func�ons required for delivery of Service to Customer, with Service defined as fulfillment of the Customer's business func�ons, as designed, by the SaaS product. Severity Defini�on Level 1 Supported Product is non-func�onal or seriously affected and there is no reasonable workaround available (e.g., business is halted). Level 2 Supported Product is affected and there is no workaround available, or the workaround is imprac�cal (e.g., Supported Product response is very slow, day to day opera�ons con�nue but are impacted by the work around). Level 3 Supported Product is non-func�onal however a convenient workaround exists (e.g., non-cri�cal feature is unavailable or requires addi�onal user interven�on). Level 4 Supported Product works, but there is a minor problem (e.g., incorrect label, or cosme�c defect). Target Ini�al Response Time Accela will use commercially reasonable efforts to respond to each case within the applicable response �me described in the table below: Target Ini�al Response Time by Case Severity Severity Level Target Ini�al Response Time 1 1 day a 2 3 days a 3 5 days a 4 7 days a aIni�al response �mes are including M-F, 4 am to 6 pm PT, excluding weekends and holidays. Severity Level 1 and 2 cases must be submited via telephone as described above. Severity Level 1 and 2 target ini�al response �mes do not apply to cases submited via email or electronically via the Accela Success Community. 106 In addi�on to the policies outlined above, the Partner will be responsible for the following: 1. The partner will provide all support up through Tier2 Support levels for Accela Products and any add-on components purchased. 2. The partner’s identified customers will not have the ability to submit support requests directly to Accela. All support requests will route through the partner. 3. Partner will submit Tier3 or higher product defects to Accela Technical Support team via the terms above. 4. Confirmed defects will be addressed via standard SDLC by Accela. 5. Should an issue be submitted that is determined to be outside the scope of Accela Support, including but not limited to the Exclusions list above, the Accela Partner Enablement team will be engaged by Accela Support to assist with resolution at the then current Professional Services rates. Tier1 Support Issues: Tier 1 Support issues are considered basic ques�ons about the Accela So�ware, system performance or minor se�ngs and configura�on issues and will be handed solely by the Partner. Tier 2 Support Issues: Tier 2 Support issues are considered high-level non-defect ques�ons and higher-level administra�ve or user configura�on and will be handled solely by the Partner. Tier 3 Support Issues: Tier 3 support issues are considered Accela Product defects that require a code change for resolu�on. Accela will work in conjunc�on with the Partner to resolve confirmed Product defects. The remainder of this page left intentionally blank. 107 Exhibit B Partner Services Standard SaaS Support Services Policy Dated: May 11, 2023 Partner will provide the following Standard SaaS Support Services Policy (“Support Policy”) to Customers with Combined Product. Partner breach of this Support Policy will be considered a material breach subject to Section 11.2 (Termination) of the Program Addendum. A copy of this Support Policy will be provided by Partner to each to each Customers. Partner will provide Tier 1, Tier 2 and Tier 3, Support as follows: General Requirements and Hours of Operation a. Ticketing Support: Partner will provide access to a ticketing system, which will be available twenty-four (24) hours per day, seven (7) days per week. A qualified support specialist shall use commercially reasonably efforts to answer questions and resolve problems regarding the Subscription Service from 6:00 A.M. until 7:00 P.M. Pacific Standard Time Monday through Friday, excluding Partner’s observed holidays. b. Telephone Support: Partner’s Customer Support Department, a live technical support facility, will be available to Customer from 6:00 A.M. until 7:00 P.M. Pacific Standard Time Monday through Friday, excluding Partner’s observed holidays. c. Online Support Material: Available twenty-four (24) hours, seven (7) days a week, Partner will make available to Customer certain archived Software updates and other technical information in Partner’s online support databases. (1) Customer Contacts: “Customer Contacts” are the individuals who will be the primary users of the Support Plan. Your Customer Contacts will be responsible for: Overseeing your support case activity, developing and deploying troubleshooting processes within your organization. Customer represents and warrants that Customer Contacts: Have completed the Administrator Training offered as part of Partner’s implementation and adoption programs. Are uniquely knowledgeable about the Customer’s configured solution in order to assist Partner in analyzing and resolving technical issues. Have a good understanding of any problem that is the subject of a case, and the ability to reproduce the problem in order to assist Partner in diagnosing and triaging the problem. (2) Submitting a Case Customer Contacts may submit cases via: a. a telephone call to Customer Support or email as described below (For Severity Level 1 and Severity Level 2 issues, Customer must call Customer Support) (3) Updates Updates may address security fixes, critical patches, general maintenance functionality, and documentation and shall be made available at Partner’s discretion. Partner is under no obligation to develop any future functionality or enhancements unless otherwise specified in the Agreement. If an update for the Service is made available to Customer pursuant to this Support Policy, it will automatically replace the previous version of the applicable Service. Where practical, Partner will schedule Updates during non-business hours and will provide Customers with advance notice of all Updates. (4) Upgrade/Downgrade of Severity Level If, during the Support Request process, the issue either warrants assignment of a higher severity level than currently assigned or no longer warrants the severity level currently assigned based on its current impact on the production operation of the SaaS offering, then the severity level will be upgraded or downgraded 108 accordingly to the severity level that most appropriately reflects its current impact. (5) Customer Cooperation Partner must be able to reproduce errors in order to resolve them. Customer shall cooperate and work closely with Partner to reproduce errors, including, without limitation, conducting diagnostic or troubleshooting activities, implementation of fixes or updates previously provided by Partner, or providing information as reasonably requested and appropriate. Also, Partner may access Customer Contacts account and/or an admin account and/or Customer’s personnel may be asked to provide remote access to their internal system for, without limitation, conducting diagnostic or troubleshooting activities, or implementation of fixes or updates previously provided by Partner. (6) Third Party Product Support If any third-party software is supplied by Partner, notwithstanding anything to the contrary, Partner disclaims all support obligations for such third-party software, unless expressly specified by Partner in Customer’s Agreement. (7) Exclusions The following Support Exclusions are not covered by this Support Policy: a. Support required due to Customer’s or any End User’s or third party’s misuse of the Services; b. Support during times outside of Partner’s regular business hours stated above; c. Support necessitated by external factors outside of Partner’s reasonable control, including any force majeure event or Internet access or related problems beyond the Service demarcation point; d. Support of or caused by customizations (if outside of Partner’s best practice recommendations), configuration changes, scripting, or data loss caused by or on behalf of Customer or any End User; e. Support of or caused by Customer’s or any End User’s or third party’s equipment, software or other technology (other than third party equipment within Partner’s direct control); f. Support to resolve or work-around conditions which cannot be reproduced in Partner’s support environment and g. Support of any software add-ons supplied together with the Service (except where specified in Customer’s Agreement). Any support services falling within these Support Exclusions may be provided by Partner at its discretion and, if so provided, may be subject to additional pricing and support terms as specified by Partner. (8) Error Classification Functional Definitions: Any major system functions required for delivery of Service to Customer, with Service defined as fulfillment of the Customer's business functions, as designed, by the SaaS product. Severity Definition Level 1 Supported Product is non-functional or seriously affected and there is no reasonable workaround available (e.g. business is halted). Level 2 Supported Product is affected and there is no workaround available or the workaround is impractical (e.g. Supported Product response is very slow, day to day operations continue but are impacted by the work around). Level 3 Supported Product is non-functional however a convenient workaround exists. (e.g. non-critical feature is unavailable or requires additional user intervention). Level 4 Supported Product works, but there is a minor problem (e.g. incorrect label, or cosmetic defect). (9) Target Initial Response Time LOGIS will use commercially reasonable efforts to respond to each case within the applicable response time described in the table below: 109 Target Initial Response Time by Case Severity Severity Level Target Initial Response Time 1 1 daya 2 3 daysa 3 5 daysa 4 7 daysa a Ini�al response �mes are including M-F, 6 am to 7 pm PT, excluding weekends and holidays. Severity Level 1 and 2 cases must be submited via telephone as described above. Severity Level 1 and 2 target ini�al response �mes do not apply to cases submited via email or electronically via the LOGIS Support Site. 110 Exhibit C Fees and Tier Pricing Tiered Pricing For Accela Civic Pla�orm (SaaS and Support) Pricing includes Accela Civic Pla�orm current modules/capabili�es/applica�ons/ and construct APIs as of the Effec�ve Date of this Program Addendum. Addi�onal Terms. 1. The tiered pricing must not be disclosed by Partner to any Customers or third-parties in any way. 2. As additional seats are purchased, the per seat subscription pricing is discounted on the above tiered basis, based on how many total seats have been purchased. 3. The tiered pricing herein shall only be applicable for (a) Partner’s customers that are currently licensed for the Accela equivalent of Partner’s products, and (b) new customers for which Partner has registered and received approval from Accela in advance. Once the total number of Seats licensed exceeds 1,300, any additional licenses shall be at the price of $1,050.00/Seat during the Term. 111 Exhibit D Training and Partner Enablement Training Phase 1. Accela Professional Services will be offered on a time and materials basis at a cost of $86,400 (not including travel and living expenses) for up to 480 hours training for Accela Services at set forth in Exhibit A and to assist Partner with two Customer configurations. The parties may agree to additional Accela assisted Customer configurations in writing thereafter at Accela’s standard professional services rates, or as otherwise agreed. 2. Within three months of the Effective Date of the Addendum, at least two (2) of Partner employees must become certified to provide configuration of Accela Services and Partner Services as set forth in Exhibit B, or satisfactorily worked with Accela PS and show proficiency in configuration of Accela Services and Partner Services (“Partner Certified Employees”). Post-Training 2. 1. Partner must, at all times, have two (2) full-time Partner Certified Employees trained at Partner’s expense Any breach by Partner of the foregoing will be considered a material breach with a ten-day cure period after notice by Accela of Partner’s breach. Accela will provide Accela Services to Partner on an ongoing basis as set forth in Exhibit A. 112 Exhibit E Insurance Requirements INSURANCE. Pursuant to Sec�on 3.8 “Insurance,” Partner will, at its own expense, maintain and carry insurance coverage. Such insurance will be in a form and with an admited insurance carrier with an A.M. ra�ng of A-V or beter, and will contain cross-liability endorsements or their equivalent, and will comply with the following minimum requirements: 1.1. Professional Liability Insurance (“Errors and Omissions” or “E&O”) in the minimum amount of $5,000,000 per occurrence, covering losses from any act, errors, omissions, negligence, breach of duty or misrepresenta�ons related to Partner’s obliga�ons under this Agreement. E&O insurance must be maintained for (a) so long as this Agreement is in effect (or a longer period if any Schedule has not yet expired or been terminated), and (b) for a period of two (2) years a�er the later of (i) the date this Agreement is terminated, and (ii) the date on which all Schedules have expired or been terminated. Partner’s E&O coverage must also include endorsements for: (A) Technology E&O including coverage for loss or disclosure of electronic data, media and contents rights, so�ware copyright infringement and network security failure, and (B) Privacy and Network Security/Cyber Liability including coverage providing protec�on against liability for (1) systems atacks, (2) denial or loss of service, (3) atacks or spread of malicious so�ware code, (4) unauthorized access and use of Customer's Systems, and (5) liability arising from the loss or disclosure of Accela electronic data or informa�on. 1.2. Fidelity/Crime Insurance in the minimum amount of $2,000,000 per occurrence providing coverage for any loss sustained by Accela or an Accela Affiliate as a result of any dishonest act by Partner’s Personnel, including but not limited to the�, forgery, or altera�on. This insurance must cover: (i) property of Partner; (ii) property of others, which Partner holds in its care, custody and control; and (iii) property of others for which Partner is legally liable. 1.3. Commercial General Liability including broad form contractual liability and personal injury endorsement, providing coverage against liability for bodily injury, death, and property damages in the minimum amount of $1,000,000 per occurrence and no less than $2,000,000 annual aggregate. 1.4. Automobile Liability in the minimum amount of $1,000,000 Combined Single Limit (“CSL”) per occurrence for bodily injury and property damage (covering non-owned and hired vehicles). 1.5. Umbrella/Excess Liability providing excess liability coverage in the minimum amount of $5,000,000 per occurrence, to supplement the primary coverage limits for Commercial General Liability. 1.6. Cer�ficates of Insurance. Within ten (10) days following the Agreement Effec�ve Date and annually therea�er, Partner will provide Cer�ficates of Insurance, evidencing that the policies required in this Sec�on 14 (Insurance Requirements), are in full force and effect. Partner will provide Accela with no less than thirty (30) days writen no�ce prior to any cancella�on, termina�on, or material altera�on of the policy. In addi�on, each policy required in this Sec�on 14 must name Accela, its Affiliates and their assignees as addi�onal insureds. 1.7. Workers Compensa�on. Partner represents and warrants as of the signing of this Addendum, Partner does use any persons for performance of services that would require insurance covering Partner’s employees under Applicable Law and at the statutory limits required for each applicable state, and Employers Liability coverage in the minimum amount of $1,000,000 each accident/each employee. 1.8. No Limita�on. The requirements set forth above as to types, limits and approval of insurance coverage to be maintained by Partner will not in any manner limit the liabili�es and obliga�ons assumed by Partner under this Agreement. 1.9. Upon request by Accela, Partner will provide to Accela proof evidencing full compliance with the insurance requirements set forth herein. Partner will no�fy Accela in wri�ng at least thirty (30) days in advance if Partner’s insurance coverage is to be canceled or altered so as not to comply with the requirements of this Agreement. The remainder of this page left intentionally blank. 113 Official Quote DigEplan for Digital Plan Review March 26th, 2025 114 Table of Contents Official Quote ..................................................................................................................................... 1 DigEplan for Digital Plan Review ........................................................................................................ 1 March 26th, 2025 ......................................................................................................................... 1 About Avolve Software ....................................................................................................................... 3 Why Electronic Plan Review? ............................................................................................................ 3 DigEplan ............................................................................................................................................ 3 DigEplan End User Terms & Conditions ................................................................................................... 8 1. DEFINITIONS ................................................................................................................................ 8 3. USE OF THE SERVICE .................................................................................................................... 9 4. PROPRIETARY RIGHTS ................................................................................................................. 10 5. CONFIDENTIALITY ...................................................................................................................... 11 6. WARRANTIES AND DISCLAIMERS ................................................................................................. 12 7. INDEMNIFICATION ...................................................................................................................... 12 9. SUBSCRIPTION PERIOD AND TERMINATION ................................................................................. 14 10. GENERAL ................................................................................................................................. 15 DigEplan Implementation Schedule ................................................................................................. 19 Contact Information ............................................................................................................................ 19 DigEplan Software Subscription – Customer Cost ........................................................................... 20 Optional: DigEplan annual additional user subscription per user is $2,200 USD. ......................... 20 Read-Only additional user subscription per user is $500.00 ......................................................... 20 115 Avolve Software DigEplan Proposal 3 About Avolve Software Avolve and DigEplan merged in March 2022, creating the largest provider of electronic plan review software. Operating under the Avolve Software brand, offering a robust and growing product suite with the most extensive experience in the industry. Avolve has a comprehensive, flexible electronic plan review suite of products that can support your municipality as it grows and evolves over time. Departments within your municipality can select the plan review solution that best fits their unique requirements, but now each plan review solution will be supported by one cohesive company. What makes Avolve the clear choice for all your municipality’s electronic plan review needs? • Far and away the global leader in electronic plan review • 30+ years of GovTech experience • 300+ customers across five (5) countries • 40% of the largest U.S. cities are customers • Over 1M plan reviews processed • 15+ government platform vendor partners • 98% of customers recommend us • Modern and scalable technology • Solutions for jurisdictions of all sizes, from small towns to large metropolitan areas, we have a comprehensive eplanning technology stack that will meet your needs now, tomorrow, and far into the future Why Electronic Plan Review? Once an afterthought for most municipalities, integration between permitting and plan review technology is now a fundamental requirement to effectively digitize your permitting and plan review operations. Agencies across North America are in search of purpose-built government eplanning solutions that enhance the overall community development efforts, by accelerating time to permit and thus time to revenue. With a fully integrated electronic plan review solution, municipalities can dramatically improve efficiencies and the user experience for applicants and plan reviewers. DigEplan DigEplan is purpose-built for government permitting, providing a fully integrated easy-to-use electronic plan review solution that helps automate & streamline permitting services. With rapid deployment options, DigEplan ensures customers are quick to realize a return on investment. DigEplan removes the challenges of redundant manual processes while enhancing your agency’s productivity in issuing permits. Utilizing a simple and cost-effective pricing model while providing a robust set of features, DigEplan stands out as the electronic plan review solution offering the most value for small to mid-sized municipalities. 116 Avolve Software DigEplan Proposal 4 The DigEplan Advantage DigEplan is a software as a service business, focused solely on public sector organizations. The focus on public sector comes with a deep understanding of the end to end permitting, licensing and land management processes and how to provide complementary integration to government technology partners. DigEplan, is a leading-edge electronic plan review solution that provides an efficient, flexible, and secure method for municipalities to streamline electronic plan review and accelerate permit application processes, removing the need for paper, complex third-party integrations or disconnected PDF mark-up tools. With over 50 municipalities across North America and over 100 customers worldwide utilizing DigEplan for a more efficient overall permitting process, DigEplan has seen time and time again the value in providing our customers with a fully integrated electronic plan review solution that works in harmony with your permitting system. Fully integrated with your permitting system of record, creating the most interconnected digital experience between permitting and planning processes DigEplan enables users of the permitting system of record to efficiently work with electronic plans that need to be viewed, commented upon, stamped, and rejected or approved. Users of the permitting system can instantly access plans and other supporting documents for analysis, viewing, annotation, stamping, printing, and archiving due to the tight integration between DigEplan and our partners’ permitting systems. DigEplan is fully integrated to the permitting system of record so all interactions with the plans are recorded and available in the development application tracking solution to create a seamless and efficient end-to-end permitting service. 117 Avolve Software DigEplan Proposal 5 Reduce complexity and simplify your IT real estate DigEplan does not require a separate portal, workflow, database, client installs, or file upload / download. It is fully integrated into your development application tracking solution’s document management, screens, workflows and tasking, reducing complexity and providing an integrated user experience. Managing duplicate functionality for workflow, document management and portals alongside complex third-party integrations is an overhead on day-to-day operations and creates complexity in customer support. Lightening performance and reliability removing the need to triage plans DigEplan’s performance is comparable with desktop PDF viewing applications, but with all the advantages of full integration. This allows organizations to work with large plan sets experiencing high performance for page loads and sheet navigation with engineering grade reliability. No more wait time, file opening issues or triage for plans required. Increase the efficiency of your permitting process, save your staff time and issue permits faster Permit applications are typically reviewed by multiple departments within a city and external stakeholders. Traditionally, with paper-based processes or non-integrated plan review tools, reviews were completed in a consecutive manner with the application being passed around to each reviewer. Non-integrated plan review tools require users to download and upload plans, and supporting documents, alongside a significant amount of manual data entry. This slow and inefficient practice leads to delays and less than timely approvals. Using DigEplan, a fully integrated electronic planning review tool, enables reviewers to simultaneously review planning applications without any downloads, add their digital comments, and redlines at the same time. This serves to standardize, streamline and accelerate workflows for the electronic planning process. DigEplan provides a rich set of engineering grade annotation features that allow reviewers to communicate, comment and add in-context observations and instructions, directly within plans and supporting plan documents. DigEplan enables users to work with electronic plan workflow review cycles directly from the permitting solution. Instantly analyze resubmitted plans with the comparison and overlay function The compare capability allows users to instantly determine what has been added, removed, or changed in documents. This is particularly useful during the review of resubmitted plans or documents. Hard to spot differences between the original file and subsequent resubmittals can be easily identified, saving time and quickly catching accidental or intentional changes beyond what was requested. 118 Avolve Software DigEplan Proposal 6 Quickly and easily spot hard to see differences in subsequent review cycle Increased productivity and simplified submission standards with sheet management DigEplan supports the management of plans at a sheet level, removing the need to force applicants to resubmit entire plan sets at each cycle, or requiring plans to be split on upload, which is complicated and cumbersome. Sheet management is automatic with DigEplan, so applicants and plan reviewers do not need to split plans on in-take Intelligent and batch stamping processes Reviewers can apply Intellistamps to electronically sign and stamp document sets with attributes from the permitting system. Intelligent stamps retrieve and insert information from the permitting system, enabling quick approvals and digital sign-off. The sign-off stamp contains information about the annotation author, CASE ID, date and time of creation, providing a reliable audit trail of changes and approvals. 119 Avolve Software DigEplan Proposal 7 DigEplan Intellistamps uses your permitting system’s meta-data that supports electronic stamping and sign-off Automatically extract correction comments from plan review cycles; combined with the plans with revisions required sheets Once a document has been reviewed in DigEplan, the details of any correction comments can be extracted from the marked-up plans and used to populate the permitting system’s comment tracking module and report. This allows comments to be tracked through multiple review cycles. Correction reports, that can be created based on the review status, become available in the permitting system’s record and citizen portal 120 Avolve Software DigEplan Proposal 8 DigEplan End User Terms & Conditions Purchase or use of the Service (defined below) is subject to these DigEplan End User Terms and Conditions, including Exhibit A hereto, (collectively, these “Terms”). 1. DEFINITIONS “Agreement” means these Terms and, if applicable, the written master service agreement or other written agreement between Customer and LCT Software LLC that incorporates these Terms by reference. “Communication Data” means any and all information transmitted, shared, or exchanged between Customer and any End User, or between End User and any third party (including any third-party network or website), using the Service, with respect to any transaction or other communication enabled by the Service, but excluding Security Data. “Customer” means the entity that purchases a subscription to the Service, directly from LCT Software or through an authorized reseller, distributor, or other channel partner of LCT Software. “End Users” means individuals who are authorized by Customer to use the Service and for whom Customer has purchased a subscription to the Service. End Users may include but are not limited to Customer’s employees, contractors and agents. Each End User will be associated with a single, unique email address for purposes of accessing (and being identified within) the Service. “Intellectual Property Rights” means patent rights (including, without limitation, patent applications and disclosures), copyrights, trade secrets, know-how, and any other intellectual property rights recognized in any country or jurisdiction in the world. “Optional Services” mean the optional add-ons to the Service that may be available for purchase either directly from LCT Software or through an authorized reseller or partner of LCT Software, as more particularly described or identified in the applicable Order. “Order” means written orders to purchase subscriptions to use the Service (or, where applicable, to purchase Optional Services). “Security Data” means any and all information provided by Customer or any End User to establish secure transmissions through use of the Service, including but not limited to personal information, information used to identify account names or numbers, routing information, usernames, passwords, access codes and prompts. “Service” or “Subscription Service” means the cloud-based network security service(s) for which Customer has obtained a subscription either directly from LCT Software or through an authorized 121 Avolve Software DigEplan Proposal 9 reseller or other partner of LCT Software, as more particularly described in the applicable agreement or order under which such subscription was obtained. If and as designated in the Specifications, the Service may be inclusive of application programming interfaces (APIs) developed by LCT Software to enable interaction and integration with the Service. Unless otherwise specified herein or other applicable contractual terms, all references to “Service” will be deemed to include any and all Optional Services. “Software” means any software (including client software for End Users’ devices) that LCT Software makes available for download or otherwise provides for use with the Service. “Subscription Period(s)” means the duration of Customers and End Users active, paid access to the Service, as designated in the Order(s). “Supported Modification” means a configuration of or modification to the Service requested by Customer that can be consistently supported by LCT Software via APIs, does not require direct database changes and is capable of being tested and maintained by LCT Software. 2. AUTHORIZED USERS. Only End Users may access or use the Service under Customer’s account. Each End User may use any reasonable number of compatible devices for purposes of accessing the Service; provided that, LCT Software reserves the right to determine whether a number of devices is reasonable and, in its sole discretion, to place a corresponding cap on the number of devices. Unless expressly authorized by LCT Software, End User subscriptions cannot be shared or used by more than one individual but may be permanently reassigned to new End Users. The number of End User subscriptions purchased may be increased (under a new Order) but cannot be decreased during any Subscription Period. 3. USE OF THE SERVICE 3.1. Customer’s Responsibilities. Customer will (i) be responsible for meeting LCT Software’s applicable minimum system requirements for use of the Service; (ii) be responsible for End Users’ compliance with these Terms and for any other activity (whether or not authorized by Customer) occurring under Customer’s account, (iii) be solely responsible for the accuracy, quality, integrity and legality of Communication Data, (iv) use commercially reasonable efforts to prevent unauthorized access to or use of the Service under its account, and notify LCT Software promptly of any such unauthorized access or use, and (v) use the Service only in accordance with the applicable documentation, laws and government regulations, and any written instructions provided by LCT Software to Customer. 3.2. Prohibitions. Customer will not, and will ensure that its End Users do not, (i) make the 122 Avolve Software DigEplan Proposal 10 Service available to anyone other than End Users; (ii) sell, resell, rent, lease or transfer the Service in whole or in part to any third party (including Customer affiliates) without the express permission of LCT Software and execution of designated transfer documentation; (iii) use the Service to store or transmit infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party privacy or intellectual property rights; (iv) use the Service to store or transmit viruses, worms, time bombs, Trojan horses and other harmful or malicious code, files, scripts, agents or programs; (v) interfere with or disrupt the integrity or performance of the Service or third-party data contained therein; (vi) attempt to gain unauthorized access to the Service or any related systems or networks; or (vii) obtain intellectual property rights to the use of any component of the Services (inclusive of APIs). 3.3. Software. End Users may need to download and install client Software (as made available by LCT Software or other third party authorized by LCT Software) on each device through which they intend to use the Service. All use of such Software will be governed by terms of the applicable license agreement or terms of use that accompanies or is made available in connection with the Software. Customer acknowledges that each End User (or authorized Customer representative) must accept such license agreement, and have Service-compatible device(s), to download, install, and/or use the Software. Nothing in these Terms will be deemed to grant to Customer rights of any kind in the Software. 3.4. Security Data and Privacy. Customer understands that failure to protect Security Data may allow an unauthorized person or entity to access the Service. In addition, Customer acknowledges that LCT Software generally does not have access to and cannot retrieve lost Security Data. If Customer loses Security Data, Customer may no longer have access to the Service. Customer agrees that: (i) Customer (or its End User) is solely responsible for collecting, inputting and updating all Security Data; (ii) LCT Software assumes no responsibility for supervision, management or control of Customer’s and End Users’ Security Data; and (iii) LCT Software assumes no responsibility for any fraudulent or unauthorized use of the Software or any portion of the Service. 4. PROPRIETARY RIGHTS 4.1. Reservation of Rights. Subject to the limited rights expressly granted hereunder, LCT Software reserves all rights, title and interest in and to the Service and any associated Software and documentation, including all related Intellectual Property Rights. No rights are granted to Customer hereunder other than as expressly set forth herein. 4.2. Restrictions. In addition to the other prohibitions set forth in these Terms, Customer will not and will ensure that its agents do not (i) create derivate works based on the Service, (ii) copy, frame or mirror any part or content of the Service, other than copying or framing on Customer’s own intranets or otherwise for Customer’s internal business purposes in accordance with LCT Software’s applicable 123 Avolve Software DigEplan Proposal 11 documentation, (iii) reverse engineer the Service, or (iv) access the Service (inclusive of any APIs) in order to build or patent a competitive product or service or to copy any features, functions or graphics of the Service. 4.3. Communication Data Ownership. Customer reserves all its rights, title and interest in and to the Communication Data. No rights are granted to LCT Software hereunder with respect to the Communication Data, except that LCT Software may (i) store, copy, process, and transmit such Communication Data for purposes of providing the Service to Customer and (ii) otherwise utilize Communication Data if and as permitted by the LCT Software’s Privacy Policy. 4.4. Customer Suggestions. Customer grants LCT Software a royalty-free, worldwide, transferable, sublicensable, irrevocable, perpetual license to use or incorporate into the Service (or LCT’s other software or services) any suggestions, enhancement requests, recommendations, or other feedback provided by Customer or End Users relating to the operation or features of the Service. 5. CONFIDENTIALITY 5.1. Definition. As used herein, “Confidential Information” means all confidential information disclosed by a party (“Disclosing Party“) to the other party (“Receiving Party“), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. However, Confidential Information will not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party, (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party, (iii) is received from a third party without breach of any obligation owed to the Disclosing Party, (iv) was independently developed by the Receiving Party, or (v) is available to the public pursuant to applicable law. 5.2. Protection. Except as otherwise permitted in writing by the Disclosing Party and subject to the other terms of this Agreement (including LCT Software’s Privacy Policy), (i) the Receiving Party will use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but in no event less than reasonable care) not to disclose or use any Confidential Information of the Disclosing Party for any purpose outside the scope of these Terms, and (ii) the Receiving Party will limit access to Confidential Information of the Disclosing Party to those of its employees, contractors and agents who need such access for purposes consistent with these Terms and who are legally bound to protect such Confidential Information consistent with these Terms. 124 Avolve Software DigEplan Proposal 12 5.3. Compelled Disclosure. The Receiving Party may disclose Confidential Information of the Disclosing Party if it is compelled by law to do so, provided the Receiving Party gives the Disclosing Party prior notice (as soon as reasonably practical, but in all cases within 10 business days) of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party’s cost, if the Disclosing Party wishes to contest, limit, or protect the disclosure. 6. WARRANTIES AND DISCLAIMERS 6.1. Specifications. Subject to the limitations set forth below, LCT Software warrants that the Service will operate in all material respects in accordance with the Specifications. As Customer’s sole and exclusive remedy and LCT Software’s entire liability for any breach of the foregoing warranty, LCT Software will use commercially reasonable efforts to modify the Service so that it conforms to foregoing warranty. 6.2. Disclaimers. EXCEPT AS EXPRESSLY PROVIDED HEREIN, LCT SOFTWARE DOES NOT MAKE ANY WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND LCT SOFTWARE SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE, OR ANY WARRANTIES ARISING OUT OF THE COURSE OF DEALING OR USAGE OF TRADE, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. LCT Software will not be responsible to the extent failure of the Service to operate as warranted is caused by or results from: (i) any modification to the Service other than a Supported Modification; (ii) combination, operation or use of the Service with Customer’s or a third party’s applications, software or systems; (iii) abuse, willful misconduct or negligence by anyone other than LCT Software or LCT Software’s designee; (iv) use of the Service other than in accordance with the terms of this Agreement and/or the applicable Specifications and LCT Software documentation or (v) any of the SLC Exclusions (as defined in the Service Level Commitment). 7. INDEMNIFICATION 7.1. Intentionally Omitted. Indemnification by Customer. To the extent permitted by applicable law, Customer will defend (or settle), indemnify and hold harmless LCT Software, its officers, directors, employees and subcontractors, from and against any liabilities, losses, damages and expenses, including court costs and reasonable attorneys’ fees, arising out of or in connection with any third-party claim that: (i) a third party has suffered injury, damage or loss resulting from Customer’s or any End User’s use of the Service (other than any claim for which LCT Software is responsible under Section 7.2); or (ii) Customer or any End User has used the Service in a manner that violates these Terms or applicable law. 125 Avolve Software DigEplan Proposal 13 Customer’s obligations under this Section 7.1 are contingent upon: (a) LCT Software providing Customer with prompt written notice of such claim; (b) LCT Software providing reasonable cooperation to Customer, at Customer’s expense, in defense and settlement of such claim; and (c) Customer having sole authority to defend or settle such claim. 7.2. Indemnification by LCT Software. Party will defend (or settle) any suit or action brought against Customer to the extent that it is based upon a claim that the Service, as furnished by LCT Software hereunder, infringes or misappropriates the Intellectual Property Rights of any third party, and will pay any costs, damages and reasonable attorneys’ fees attributable to such claim that are awarded against Customer. LCT Software’s obligations under this Section 7.2 are contingent upon: (a) Customer providing LCT Software with prompt written notice of such claim; (b) Customer providing reasonable cooperation to LCT Software, at LCT Software’s expense, in the defense and settlement of such claim; and (c) LCT Software having sole authority to defend or settle such claim. THIS SECTION 7.2 STATES THE ENTIRE OBLIGATION OF LCT SOFTWARE AND ITS LICENSORS WITH RESPECT TO ANY ALLEGED OR ACTUAL INFRINGEMENT OR MISAPPROPRIATION OF INTELLECTUAL PROPERTY RIGHTS BY THE SERVICE. LCT Software will have no liability under this Section 7.2 to the extent that any third-party claims described herein are based on any combination of the Service with products, services, methods, or other elements not furnished by LCT Software, or any use of the Service in a manner that violates this Agreement or the instructions given to Customer by LCT Software. 7.3. Mitigation Measures. In the event that (i) any claim or potential claim covered by Section 7.2 arises or (ii) LCT Software’s right to provide the Service is enjoined or in LCT Software’s reasonable opinion is likely to be enjoined, LCT Software may, in its discretion, seek to mitigate the impact of such claim or injunction by obtaining the right to continue providing the Service, by replacing or modifying the Service to make it non-infringing, and/or by suspending or terminating Customer’s use of the Service with reasonable notice to Customer. In the case of a suspension or termination pursuant to this Section 7.3, LCT Software will refund to Customer a portion of fees prepaid by Customer for the then-current Subscription period, prorated to the portion of that Subscription period that is affected by the suspension or termination. 8. LIMITATIONS OF LIABILITY. EXCEPT LCT SOFTWARE’S INDEMNIFICATION OBLIGATIONS UNDER SECTION 7.2, IN NO EVENT WILL PARTY’S LIABILITY TO OTHER PARTY OR ANY THIRD PARTY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR FROM THE USE OF OR INABILITY TO USE THE SERVICE, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, EXCEED THE TOTAL AMOUNT PAID BY CUSTOMER HEREUNDER OR, WITH RESPECT TO ANY SINGLE INCIDENT, THE AMOUNT PAID BY CUSTOMER HEREUNDER IN THE TWELVE (12) MONTH PERIOD PRECEDING THE INCIDENT. 126 Avolve Software DigEplan Proposal 14 8.1. Exclusion of Damages. NEITHER PARTY NOR ANY OTHER PERSON OR ENTITY INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE SERVICE WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOSS OF DATA OR LOSS OF GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE OR THE COST OF SUBSTITUTE PRODUCTS OR SERVICES, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR FROM THE USE OF OR INABILITY TO USE THE SERVICE, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY. THE FOREGOING EXCLUSIONS APPLY WHETHER OR NOT PARTY HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, AND EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. NOTHING IN THESE TERMS EXCLUDES OR RESTRICTS THE LIABILITY OF EITHER PARTY FOR DEATH OR PERSONAL INJURY RESULTING FROM ITS NEGLIGENCE. 8.2. Security and Other Risks. Customer acknowledges that, notwithstanding security features of the Service, no product, hardware, software or service can provide a completely secure mechanism of electronic transmission or communication and that there are persons and entities, including enterprises, governments and quasi-governmental actors, as well as technologies, that may attempt to breach any electronic security measure. Subject only to its limited warranty obligations set forth in Section 6, LCT Software will have no liability for any security breach caused by any such persons, entities, or technologies. Customer further acknowledges that the Service is not guaranteed to operate without interruptions, failures, or errors. If Customer or End Users use the Service in any application or environment where failure could cause personal injury, loss of life, or other substantial harm, Customer assumes any associated risk. Customer assumes any associated risks and will, to the extent permitted by applicable law, indemnify LCT Software and hold it harmless against those risks. 8.3. Basis of Bargain. THE LIMITATIONS OF LIABLITY AND EXCLUSIONS OF DAMAGES SET FORTH IN THIS SECTION 8 ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN LCT SOFTWARE AND CUSTOMER AND WILL APPLY TO THE MAXIMUM EXTENT ALLOWED UNDER APPLICABLE LAW. 9. SUBSCRIPTION PERIOD AND TERMINATION 9.1. Term of End User Subscriptions. End User Subscriptions purchased by Customer commence on the start date specified in the applicable Order and, unless terminated earlier in accordance with these Terms, continue for the term specified therein (the “Subscription Period”). A Subscription Period and/or pricing there on may be subject to prorating where LCT Software deems it appropriate to cause newly purchased Subscriptions to expire or renew simultaneously with Customer’s pre-existing Subscription(s). 127 Avolve Software DigEplan Proposal 15 Except as otherwise specified in the applicable Order, all Subscriptions will automatically renew for additional Subscription Periods equal to the expiring Subscription Period or one year (whichever is shorter), unless either party gives the other at least thirty (30) days’ notice of non-renewal before the end of the relevant Subscription Period. The per-unit pricing during any such renewal Subscription Period may be subject to annual pricing increase as designated by LCT Software and notified to Customer. Pricing increases will be effective upon renewal of the Subscription Period and annually thereafter, unless otherwise agreed to by the parties. If either party provides notice of non-renewal as set forth above, Customer’s right to use the Service will terminate at the end of the relevant Subscription Period. 9.2. Termination or Suspension for Cause. A party may terminate any Subscription for cause upon thirty (30) days written notice to the other party of a material breach if such breach remains uncured at the expiration of such thirty (30) day period. In addition, LCT Software may, at is sole option, suspend or terminate Customer’s or any End User’s access to the Service, or any portion thereof, immediately if LCT Software, in its sole discretion: (i) if suspects that any person other than Customer or an End User is using or attempting to use Security Data, (ii) suspects that Customer or an End User is using the Service in a way that violates these Terms and could expose LCT Software or any other entity to harm or legal liability, or (iii) is or reasonably believes it is required to do so by law or court order. 9.3. Effect of Termination. Within thirty (30) calendar days following the end of Customer’s final Subscription Period, Customer may request in writing LCT Software to provide a copy of Customer’s data and associated documents in a database dump file format. LCT Software will comply in a timely manner with such request; provided that, Customer (a) pays all costs of and associated with such copying, as calculated at LCT Software then-current time-and-materials rates; and (b) pays any and all unpaid amounts due to LCT Software. 9.4. Surviving Provisions. Sections 4 (Proprietary Rights), 5 (Confidentiality), 6.2 (Disclaimer), 7 (Indemnification) (Mutual Indemnification), 8 (Limitation of Liability), 9.3 (Effect of Termination), 9.4 (Surviving Provisions) and 10 (General Provisions) will survive any termination or expiration of this Agreement. 10. GENERAL 10.1. Notice. Except as otherwise specified in this Agreement, all notices, permissions and approvals hereunder will be in writing and will be deemed to have been given upon: (i) personal delivery, (ii) the second business day after mailing, or (iii) sending by confirmed email if sent during the recipient’s normal business hours (or, if not, then on the next business day). Notices will be sent to the address specified by the recipient in writing when entering into this Agreement or establishing Customer’s 128 Avolve Software DigEplan Proposal 16 account for the Service (or such other address as the recipient may thereafter specify by notice given in accordance with this Section 10.1). 10.2. Governing Law and Jurisdiction. This Agreement and any action related thereto will be governed by the laws of the State of customer’s state without regard to its conflict of law’s provisions. The exclusive jurisdiction and venue of any action related to the Service or this Agreement will be the state and federal courts located in customer’s state and each of the parties hereto waives any objection to jurisdiction and venue in such courts. 10.3. Compliance with Laws. Each party will comply with all applicable laws and regulations with respect to its activities under this Agreement including, but not limited to, export laws and regulations of the United States and other applicable jurisdictions. Without limiting the foregoing, Customer will not permit End Users to access or use the Service in violation of any U.S. export embargo, prohibition or restriction. 10.4. Relationship of the Parties. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary or similar relationship between the parties. 10.5. Waiver and Cumulative Remedies. No failure or delay by either party in exercising any right under this Agreement will constitute a waiver of that right. Other than as expressly stated herein, the remedies provided herein are in addition to, and not exclusive of, any other remedies of a party at law or in equity. 10.6. Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the provision will be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of this Agreement will remain in effect. 10.7. Assignment. Customer may not assign or transfer this Agreement, whether by operation of law or otherwise, without the prior written consent of LCT Software. Any attempted assignment or transfer, without such consent, will be void. Subject to the foregoing, this Agreement will bind and inure to the benefit of the parties, their respective successors and permitted assigns. 10.8. Publicity. Subject to the provisions of Section 5, each party will have the right to publicly announce the existence of the business relationship between parties. In addition, during the Subscription Period of Customer’s Service use, LCT Software may use Customer’s name, trademarks, and logos (collectively, “Customer’s Marks”) on LCT Software’s websites and marketing materials to identify Customer as LCT Software’s customer, and for providing the Service to Customer; provided that, LCT Software will use commercially reasonable efforts to adhere to any usage guidelines furnished by Customer with respect to Customer’s Marks. 129 Avolve Software DigEplan Proposal 17 10.9. Force Majeure. The Parties will not be liable for any delay or failure to perform under this Agreement to the extent such delay or failure results from circumstances or causes beyond the reasonable control of the Party. 10.10. Entire Agreement. These Terms, including any attachments hereto as mutually agreed upon by the Parties, including the Customer’s Order Terms and Conditions (the “Customer Terms”) attached hereto as Exhibit A, constitute the entire agreement between the parties concerning its subject matter and supersedes all prior communications, agreements, proposals or representations, written or oral, concerning its subject matter. No modification, amendment, or waiver of any provision of these Terms will be effective unless in writing and signed by a duly authorized representative of each party against whom the modification, amendment or waiver is to be asserted. Notwithstanding any language to the contrary therein, no additional or conflicting terms or conditions stated in Customer’s order documentation will be incorporated into or form any part of these Terms, and such terms or conditions will be null. 130 Avolve Software DigEplan Proposal 18 Exhibit A Notwithstanding anything to the contrary in the DigEplan End User Terms & Conditions and DigEplan for Digital Plan Review Proposal dated March 26, 2025 (collectively the “Agreement”) the following terms and conditions shall apply to the Agreement between the parties and shall supersede and replace any conflicting terms and conditions in the Agreement. In the event of any inconsistency or conflict between the Agreement and this Exhibit A, this Exhibit A shall take precedence. 1. Records/Inspection. Pursuant to Minnesota Statutes §16C.05, subd. 5, Consultant agrees that the books, records, documents, and accounting procedures and practices of Consultant, that are relevant to this Agreement or transaction, are subject to examination by the City and the state auditor or legislative auditor for a minimum of six years. Consultant shall maintain such records for a minimum of six years after final payment. The parties agree that this obligation will survive the completion or termination of this Agreement. 2. Data Practices Act Compliance; Customer Data Request. • To the extent applicable to each party, Avolve and Customer must comply with the Minnesota Government Data Practices Act, Minnesota Statutes Chapter 13 as it applies to Customer Data. Avolve is providing under this Agreement access and use rights to a SAAS solution, which will be used by the Customer and its authorized users in Customer’s performance of Customer’s functions. • Should Avolve receive any data request from a third party concerning Communication Data, unless prohibited by law, Avolve will promptly notify the Customer and provide all commercially reasonable requested assistance at no additional cost to the Customer to enable the Customer to timely respond to such data request. 3. Choice of Law and Venue. This Agreement shall be governed by and construed in accordance with the laws of the state of Minnesota. Any disputes, controversies, or claims arising out of this Agreement shall be mediated with a mutually acceptable third-party neutral within 90 days of either party giving notice to the other of a dispute, controversy or claim. If such mediation is unsuccessful, the dispute, controversy, or claim shall be heard in the state or federal courts of Hennepin County, Minnesota, and all parties to this Agreement waive any objection to the jurisdiction of these courts, whether based on convenience or otherwise. 4. Indemnification. To the fullest extent permitted by law, Consultant, and Consultant's successors or assigns, agree to defend the City, its officers, officials, and employees (collectively, the “Indemnities”) in any and all third party claims, lawsuits, causes of actions of any kind, nature, or character (collectively, “Third Party Claims”); and to indemnify the Indemnities from any and all damages, losses, and costs, disbursements, and expenses either 131 Avolve Software DigEplan Proposal 19 awarded by a court of final jurisdiction in a Third Party Claim or agreed to in a settlement entered into in accordance with Section 7.2 of the Agreement to which this Exhibit A is attached (collectively, the “Losses”), but solely to the extent such Third Party Claims or Losses are resulting from or arising out of Consultant’s (or its subcontractors, agents, volunteers, members, invitees, representatives, or employees) negligent performance of the duties required by or arising from this Agreement, or caused in whole or in part by any negligent act or omission or willful misconduct by Consultant. Nothing in this Agreement shall constitute a waiver or limitation of any immunity or limitation of liability to which the City is entitled. The parties agree that these indemnification obligations shall survive the completion or termination of this Agreement. DigEplan Implementation Schedule A draft project timeline with key tasks is provided below. We would like to note that the initial project schedule will be developed in conjunction with Customer staff. Timing for the project is based on several variables and may differ after kick-off. A mutually agreeable timeline will be determined during the project kickoff process. The above timeline and subsequent implementation quote is for budgetary purposes; there may be an opportunity to reduce scope, timeline and costs after further discussions and better understanding of Customer requirements has taken place. Average implementation of DigEplan is 6 to 8 weeks. Contact Information Tom Blaeser Director, Application Development and Support (763) 543=2651 Task Wk 1 Wk 2 Wk 3 Wk 4 Wk 5 Wk 6 Wk 7 Wk 8 Project Management EPR* Site Setup for DEV and PROD EPR Analysis EPR Configuration and Scripting EPR Tool Training (Remote via web meeting) Stamp Creation Testing and Go Live Prep Go Live Support *EPR stands for Electronic Plan Review DigEplan Implementation Schedule 132 Avolve Software DigEplan Proposal 20 DigEplan Software Subscription – Customer Cost Software Subscription Costs – DigEplan Product Subscription (12 Month Initial Subscription) Annual Users Amount SaaS Hosted by DigEplan $2,200.00 20 $44,000.00 DigEplan Navigate Users $500.00 5 $2,500.00 Subscription Pricing for Year 1 and Ongoing Initial Term $46,500.00 Infrastructure in North American Jurisdiction. Constant deployment model will be used to provide regular updates and new features as part of the SaaS Agreement Implementation Services Fee (one time cost) $5,000.00 Total $51,500.00 Optional: DigEplan annual additional user subscription per user is $2,200 USD. Read-Only additional user subscription per user is $500.00 Annual Subscription costs are for ‘Year 1’ w/ a 3% increase on software subscription cost each following year. Tax not included. Software Subscription is for a 3-Year Term LOGIS: Date: __________________________ By: ___________________________ Tom Blaeser, Director City of Golden Valley: Date: __________________________ By: ____________________________ Roslyn Harmon, Mayor Date: __________________________ By: ____________________________ Noah Schuchman, City Manager 8/6/2025 133 EXECUTIVE SUMMARY Administrative Services 763-512-2345 / 763-512-2344 (fax) Golden Valley City Council Meeting August 19, 2025 Agenda Item 3D.7. Approve Agreement with Envisio for Project Dashboards Prepared By Kirsten Santelices, Deputy City Manager Sara Kasel, Management Fellow Summary In early 2025 the City Council adopted its 2030 Strategic Directives and approved City staff to develop a 3-year internal strategic plan (2025-2028) supporting those directives. Staff consulted with GovStrategist LLC and worked collaboratively across all ten departments to develop strategies, identify responsible strategy partners using the RACI model (responsible, accountable, consult, and inform), and inform timelines. The next step in the strategic planning process is to work with each responsible strategy partner to develop metrics, monitor implementation, conduct ongoing evaluation, and provide frequent transparent updates to the City Council and community. To support this initiative, staff have evaluated potential software applications that enable efficient internal coordination across all departments and provide real-time updates to community through use of dashboards. While reviewing the software options staff focused on the following key priorities and selected Envisio. 1. Transparency & Visuals City Council has routinely reaffirmed commitment to transparency in governance. Staff reviewed options for a clear and accessible way for community to follow the City’s progress on strategic initiatives. Envisio provides a fully developed public dashboard that is updated in real time by staff members. The interactive dashboard allows site visitors to explore each component of the City plans represented in a dashboard. Furthermore, Envisio can connect multiple projects and resources allowing folks to have relevant information more easily accessible. 2. Ease of Use/Efficiency The software must be user friendly to enable staff across the City to easily and effectively manage their projects. It must also require minimal upkeep to ensure long-term sustainability and efficiency. Envisio is intuitive and designed to allow each department to independently manage and update their projects. Envisio will build and work with staff to finalize the dashboard as well as provide onboarding and training support to ensure a smooth and effective implementation process. 3. Accountability and Support 134 City staff recognize potential pitfalls of creating strategic plans without a plan to operationalize, align staff members, track performance measures, and share progress. Envisio helps City staff identify and implement metrics to maintain accountability and track project progress. It facilitates plan alignment across departments and centralizes projects throughout the City. Envisio also builds internal leadership capacity to sustain these measures and replicate the processes with other City plans. 4. Timeline Staff recommend moving forward with an operational plan prior to plan implementation to ensure accountability, track capacity and stay on track. Upon approval, Envisio can begin work with the City immediately and proposed to have the 2025-2028 Strategic Plan dashboards implemented by the end of 2025. Envisio is one of the leading strategic and performance management software in local government and has supported many cities in Minnesota, including Bloomington, Minnetonka (Exhibit A), Maplewood, and Woodbury. The City of Edina uses Envisio for their Budget Work Plan, Climate Action Plan, Commission Work Plans, and Equity Strategic Plan. Staff recommend moving forward with this platform as a comprehensive, sustainable, and transparent solution for implementing and tracking City goals and initiatives. Financial or Budget Considerations The 2025 software and implementation costs will be absorbed into the Human Resources budget (45k). All ten departments will contribute $1,500 in 2025 to cover the cost of consulting services. 2026 costs are reflected in the proposed 2026 budget. Legal Considerations This item was reviewed and approved by the Legal department and is consistent with the City's procurement laws and policies. Equity Considerations The Envisio software platform supports many of the City's equity and inclusion goals. Envisio provides the ability to intentionally increase access to resources and information. All Envisio's public dashboards are fully ADA compliant. Staff also plan to open regular communication loops with employees, Council, and community, to ensure dashboards are meeting intended goals. Recommended Action Motion to approve agreement with Envisio for project dashboards. Supporting Documents Envisio Agreement for the City of Golden Valley, MN Exhibit A - Minnetonka Envisio Dashboard 135 Page 1 ENVISIO SOLUTIONS INC. MASTER SERVICES AGREEMENT PLEASE READ THIS MASTER SERVICE AGREEMENT (“AGREEMENT”) CAREFULLY. THIS AGREEMENT APPLIES TO ENVISIO SOLUTIONS INC. (“ENVISIO”) AND ANY CUSTOMER (THE “CUSTOMER”) WHO UTILIZES ENVISIO’S SAAS STRATEGY IMPLEMENTATION SOFTWARE SERVICES DESCRIBED HEREIN (THE “SERVICE”), WHETHER OR NOT THE CUSTOMER PAYS FOR THE SERVICE. ACCEPTING THE TERMS BY ACCEPTING THIS AGREEMENT, BY EXECUTING AN ORDER OR QUOTATION FORM THAT REFERENCES THIS AGREEMENT, THE CUSTOMER AGREES TO THE TERMS OF THIS AGREEMENT. IF THE CUSTOMER IS ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, THE CUSTOMER REPRESENTS THAT IT HAS THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THESE TERMS AND CONDITIONS. IF THE CUSTOMER DOES NOT HAVE SUCH AUTHORITY, OR THE CUSTOMER DOES NOT AGREE WITH THESE TERMS AND CONDITIONS, THE CUSTOMER MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE THE SERVICES. 1 PURCHASED SERVICES 1.1 Provision of Purchased Services Envisio shall provide to the Customer the Service that is ordered by the Customer (“Purchased Services”) on Envisio’s invoice or quotation form (each a “Quote”) during a Subscription Term (as defined below), attached hereto as Appendix A. The Service is hosted on Envisio’s service provider platform, “Heroku” (owned by Salesforce.com). Heroku’s physical infrastructure is hosted and managed within Amazon’s secure data centers and utilizes the Amazon Web Service (“AWS”) technology. The Customer further acknowledges that the Customer Data (as defined below) resides on AWS’s servers in the USA. The Customer may access the Service but has no right to receive a copy of the object code or source code to the Service. The Customer must have high speed Internet connection, and compatible hardware and up to date ‘browser’ software to access the Service, none of which are Envisio’s responsibility. 1.2 Subscription License Unless otherwise stated in the applicable Quote, the Purchased Services are purchased as a subscription license (the “Subscription”) and non-transferrable to a third party. 2 ENVISIO’S RESPONSIBILITIES 2.1 Provision of Service Envisio will use commercially reasonable efforts to make the Service available to the Customer 24 hours per day, 7 days per week, except for planned downtime of which Envisio shall provide at least 24 hours notice via the Service and scheduled to the extent practicable during the weekend hours between 6 pm Friday and 3 am Monday Pacific Time. Any unavailability caused by circumstances beyond Envisio’s reasonable control including but not limited to the malfunction of equipment, acts of God, act of government, flood, fire, earthquake, civil unrest, act of terror (collectively, “Force Majeure”), or the activities of third parties not under Envisio’s control (including Internet and other service providers) is not the responsibility of Envisio. Envisio will make reasonable efforts to reduce to a minimum and mitigate the effect of any Force Majeure. 136 Page 2 2.2 Customer Data The Customer must provide all data for use in the Purchased Services (the “Customer Data”) and Envisio is not obliged to modify or add to it. The Customer Data belongs to the Customer, and it is solely responsible for the content and accuracy. The Customer grants to Envisio all necessary licenses in and to such Customer Data solely for Envisio to provide the Service to the Customer. Envisio will treat the Customer Data as confidential and will not disclose it to third parties unless as compelled by law or unless expressly permitted in writing by the Customer. Envisio will not access the Customer Data except as necessary to address service or technical issues, at the Customer’s request. As part of Envisio’s standard Service offering, Envisio will make daily backup copies of the Customer Data and maintain such data for a period of seven weeks. 2.3 Software Uptime Agreement Envisio endeavours to provide 99.9% uptime with respect to the Purchased Services in each calendar month during the Term, excluding: (a) any scheduled maintenance times; (b) factors outside Envisio’s reasonable control; and (c) downtime related to the Customer’s or third party’s hardware, software or services. If in any calendar month this uptime commitment is not met by Envisio and the Customer was materially impacted from a resulting disruption to the Purchased Services as determined in Envisio’s sole discretion acting reasonably, Envisio shall provide, as the sole and exclusive remedy, a service credit equal to 25% of one month’s fee for the use of the Service (the “Credit”). 2.4 Service Level Agreement There are several ways to get support for using Envisio, including online knowledge base, technical support, consulting support, and community support options. The Customer Success Team technical and consulting support is available during its regular business hours on weekdays that are not legal Canadian holidays. Regular business hours are listed below for the time zone in which your organization is located: >> 9:00 am EST until 8:00 pm EST >> 8:00 am CST until 7:00 pm CST >> 7:00 am MST until 6:00 pm MST >> 6:00 am PST until 5:00 pm PST The following targets will be used for response to support requests: Severity Initial Response Resolution Updates Critical 1 hour Work continuously Every business day High 2 hours As soon as possible Every other business day Medium 4 hours As soon as possible Every other business day Low Following business day Reasonable effort Weekly 137 Page 3 Severity indicators are defined as follows: >> Critical - Envisio is down and no workaround is available. >> High - Use of Envisio is impaired but instances are up and running. No workaround is available. >> Medium - A function of Envisio has failed, but Envisio is still useable. Support is aware of the issue. >> Low - Envisio functionality is not impaired. This priority also includes feature, information, documentation, how-to, and enhancement requests. Updates will continue until the issue is resolved or there is a workaround in place. We aim to resolve all issues expeditiously, but when an issue is difficult to solve and takes longer than one business day, we will provide updates on our progress according to the schedule listed above. Canadian holidays observed in British Columbia include: New Year's Day (January 1), Family Day (third Monday in February), Good Friday (Friday before Easter), Easter Monday, Victoria Day (Monday before May 25), Canada Day (July 1), British Columbia Day (first Monday in August), Labour Day (first Monday in September), National Day for Truth and Reconciliation (September 30), Thanksgiving (second Monday in October), Remembrance Day (November 11), Christmas Day (December 25) and Boxing Day (December 26). 2.5 Credit Request In order to receive the Credit, the Customer must provide sufficient evidence to support the Credit and email info@envisio.com within 5 days of the end of the applicable calendar month. If the Customer is past due or in default with respect to any payments owed to Envisio under this Agreement, the Customer is not eligible to receive the Credit. 3 CUSTOMER’S USE OF THE SERVICE 3.1 Authorized Users The Customer agrees to maintain authorized users purchased under the Subscription as stated in the Quote. Only the Customer or persons or entities that have access to an Account through a username and password for the Account (each a “User” and collectively, the “Users”) may use the Account. 3.2 Email and Notices At the time of ordering the Service from Envisio, the Customer shall identify the administrator(s) responsible for the Accounts (each an “Administrator”). The Customer agrees to provide Envisio with the Administrator’s contact information including e-mail address. By providing the Administrator’s e-mail address, the Customer agrees to receive all required notices electronically to the Administrator’s e-mail address. The Administrator shall be responsible on behalf of the Customer for managing the Accounts, maintaining all User information, and the Purchased Services used by the Customer. It is the Customer’s sole responsibility to notify Envisio if the Customer changes or intends to change its Administrator(s). 3.3 Users: Passwords, Access and Notifications It is the Customer’s responsibility to change and maintain its Users’ records in Envisio to secure access to the Account. The Customer is also solely responsible for ensuring the confidentiality and secrecy of each User’s login. The Customer agrees not to disclose its Users’ login information to any third party and will prevent its employees and personnel from sharing User’s 138 Page 4 login information amongst themselves. The Customer will be responsible for all electronic communications generated through the Service, including, but not limited to, Account registration and notices. The Customer is only entitled to access and use the Service and the Account for lawful purposes. Customer shall use commercially reasonable efforts to prevent unauthorized access to or use of the Service and shall promptly notify Envisio of such unauthorized access or loss/theft of any of its Users’ login information. 3.4 Restrictions The Customer is responsible for all activities conducted under its’ User accounts and ensuring their Users’ compliance with this Agreement. The Customer shall not: (a) permit concurrent use of a single User account, or time-sharing of the Service; (b) post or transmit any Customer Data that contains viruses, worms, time bombs, Trojan horses or any other contaminating, corrupting or destructive features, or use the Service in an irresponsible manner that interferes with the proper working and normal operation of the Service, or detrimentally interferes with personal information or property of another; (c) copy, modify, create a derivative work of, reverse engineer, reverse assemble, disassemble, decompile or otherwise attempt to extract the source code or modify the Service in any manner or form; or (d) transfer, sell, lease, rent or assign, in any way, all or a portion of, the Account and/or the Service to any third party (other than Users in accordance with Section 3.1). This Section shall survive any termination or expiration of this Agreement. 4 INTELLECTUAL PROPERTY The Customer acknowledges that Envisio retains all right, title and interest in and to the Service and all software, materials, formats, interfaces, information, data, content and Envisio’s proprietary information and technology used by Envisio or provided to Customer in connection with the Service (the “Envisio Technology”), and that the Envisio Technology is protected by intellectual property rights owned by or licensed to Envisio. Other than as expressly set forth in this Agreement, no license or other rights in the Envisio Technology are granted to the Customer, and all such rights are hereby expressly reserved by Envisio. The Customer must not, without Envisio’s express written consent, use any of Envisio’s trademarks, service marks, copyrighted materials, or other intellectual property. The Customer acknowledges that any ideas, suggestions, concepts, processes or techniques that it provides to Envisio related to the Service or Envisio’s business (the “Feedback”) shall become Envisio’s property without any compensation or other consideration payable to the Customer by Envisio, and the Customer does so of its own free will and volition. Envisio may or may not, in its sole discretion, use or incorporate the Feedback, in whatever form or derivative that Envisio may decide, into the Service, documentation, business or other products. The Customer hereby assigns all rights on a worldwide, exclusive basis in perpetuity to Envisio in any Feedback and, as applicable, waives any moral rights to the Feedback. This Section shall survive any termination or expiration of this Agreement. 139 Page 5 5 PURCHASED SERVICES AND PAYMENT 5.1 Term of Agreement This Agreement is effective between the Customer and Envisio as of the date of the Customer’s acceptance of this Agreement (the “Contract Effective Date”) and continues until the Subscription Terms with respect to each Subscription subscribed for by the Customer hereunder has expired or been terminated. 5.2 Term of Subscriptions and Renewal The term of each Subscription (the “Subscription Term”) shall be as set out in the applicable Quote, attached hereto as Appendix A. Unless otherwise set out in the applicable Quote, each Subscription shall automatically renew for one year, unless either party gives the other notice of non-renewal at least 60 days before the end of the Subscription Term. The per- unit pricing during renewal will increase by 10% per annum, unless otherwise agreed to by the parties. 5.3 Service Fees The Customer shall pay Envisio the fees specified on the Quote (the “Fees”). Fees are based on Purchased Services comprising of subscription fees and implementation fees and are non-refundable. Purchased Services cannot be decreased during the Subscription Term. This Section shall survive any termination or expiration of this Agreement. 5.4 Invoicing and Payment Billing for the Purchased Services will be in advance on an annual (twelve months) basis. Unless otherwise stated in the Quote, invoiced charges are due net 30 days from the invoice date (the “Due Date”). The Customer is responsible for providing complete and accurate billing and contact information to Envisio and notifying Envisio of any changes to such information. Overdue invoices will incur a 2% per month interest charge. If the Customer fails to pay the invoice within the Due Date, Envisio may, at its sole discretion, declare the Account delinquent (a “Delinquent Account”). This Section shall survive any termination or expiration of this Agreement. 5.5 Applicable Taxes, Duties and Tariffs Envisio shall charge the Customer, and the Customer shall pay to Envisio, all applicable taxes, duties and tariffs, including any retroactive taxes, duties or tariffs on past Fees or charges (whether already paid or not) in cases where Envisio is under a legal obligation to collect such tax, duties or tariffs from the Customer. The Customer shall be responsible for any and all other taxes, duties or tariffs that the Customer is under a legal obligation to pay. This Section shall survive any termination or expiration of this Agreement. 6 TERMINATION AND SUSPENSION 6.1 Envisio’s Right to Suspend the Account Envisio reserves the right to suspend the Customer’s Account and access to and use of the Service under the following conditions: ● the Account becomes a Delinquent Account; or ● Envisio reasonably concludes that the Account is being used to engage in denial service attacks, spamming, or illegal activity, and/or use of the Account is causing immediate, material and/or ongoing harm to Envisio and others. 140 Page 6 In the extraordinary event that Envisio suspends the Customer’s access to the Service, Envisio will use commercially reasonable efforts to limit the suspension to the offending portion of the Service and resolve the issues causing the suspension of the Service. 6.2 Termination for Cause/Expiration Either party (the “Complaining Party”) may immediately terminate this Agreement and all Quotes issued hereunder in the event the other party (the “Breaching Party”) commits a material breach of any provision of this Agreement which is not cured within thirty (30) days of written notice from the Complaining Party. Such notice by the Complaining Party shall expressly state all of the reasons for the claimed breach in sufficient detail so as to provide the Breaching Party an opportunity to cure such alleged breach and shall be sent to the Breaching Party in accordance with the notice requirements set out in Section 11.10 below. Upon termination or expiration of this Agreement, Customer shall have no rights to continue use of the Service. If this Agreement is terminated as a result of Envisio’s breach of this Agreement, then Customer shall be entitled to a refund of the pro rata portion of any subscription fees paid by Customer to Envisio under this Agreement for the terminated portion of the Term. 6.3 Termination for Non-Appropriation of Funds If Customer fails to receive sufficient appropriation of funds for continuation of this Agreement or like services, Customer may unilaterally terminate this Agreement upon thirty (30) days written notice to Envisio. Non-appropriation of funds as used herein means a level of funding that results in less funding than that which was allocated for the Services in the immediately preceding fiscal year. Customer will not be entitled to a refund or offset of previously paid, but unused fees. Customer agrees not to use termination for lack of appropriations as a substitute for termination for convenience. 6.4 Handling of Customer Data Upon Termination Effective upon cancellation of the Account, Envisio may deactivate the Account and be entitled to delete the Account and the Customer Data from the Service on the date the Subscription Term expires. The Customer further agrees that Envisio shall not be liable to the Customer nor to any third party for any termination of the Customer’s access to the Service or deletion of the Customer Data, provided that Envisio is in compliance with the terms of this Section 6.3. It is the responsibility of the Customer to obtain a full data export, screen captures and download all necessary reports and any other Customer data, should the Customer wish to keep the data. 7 PRICE AND SERVICE CHANGES 7.1 Professional Services Fees Envisio shall provide the professional service as defined in the Scope of Work (“SOW”), Appendix B, in a professional manner, consistent with industry standards. Unless otherwise agreed upon by both parties, or as the result of a delay on the part of Envisio, the obligation to provide professional services to the Customer expires the earlier of: 1) completion of the services described in the SOW 2) 12 months from the effective date of the relevant Quote 141 Page 7 Additional Professional Services required as a result of add-on feature purchases or as a result of implementation delays outside Envisio’s control will be charged at our then current rate, currently set at $225 per hour. 7.2 Travel Costs Unless noted otherwise, this quotation does not include any travel, lodging, or on-site expenses. If such travel is required and subsequently authorized, Envisio’s standard travel and per diem rates shall apply. Envisio must receive pre-approval from Customer prior to incurring travel costs. Air Travel, Rental Car (with associated fuel and parking costs), and Lodging costs shall be reimbursed at cost. Envisio is not responsible for unpredictable (including Commercial Airline Travel) delays which may increase travel cost. 8 WARRANTIES 8.1 Our Warranties Envisio warrants that (a) the Service will achieve in all material respects the functionality described in the applicable technical documentation for the Service that is provided from time to time by Envisio to the Customer (the “Help Documentation”), and (b) Envisio will not materially decrease the functionality of the Service subscribed for under a Subscription during the applicable Subscription Term. The Customer’s sole and exclusive remedy for Envisio’s breach of this warranty shall be that Envisio be required to use commercially reasonable efforts to modify the Service to achieve in all material respects the functionality as described in the Help Documentation and, if Envisio is unable to restore such functionality, the Customer shall be entitled to terminate this Agreement and receive a pro-rata refund of the subscription fees paid under this Agreement for the Subscription for the terminated portion of the Subscription Term. 8.2 Disclaimer of Warranty THE SERVICE AND ANY OTHER PRODUCTS AND SERVICES PROVIDED BY ENVISIO TO THE CUSTOMER ARE PROVIDED “AS IS”, “AS AVAILABLE”, WITH ALL FAULTS AND WITHOUT ANY WARRANTIES, REPRESENTATIONS OR CONDITIONS OF ANY KIND EXCEPT AS EXPRESSLY SET OUT HEREIN. ENVISIO HEREBY DISCLAIMS ALL IMPLIED, COLLATERAL OR STATUTORY WARRANTIES, REPRESENTATIONS OR CONDITIONS, WHETHER WRITTEN OR ORAL, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT, SECURITY, RELIABILITY, COMPLETENESS, ACCURACY, QUALITY, INTEGRATION OR FITNESS FOR A PARTICULAR PURPOSE. WITHOUT LIMITING THE GENERALITY OF ANY OF THE FOREGOING, ENVISIO EXPRESSLY DISCLAIMS ANY REPRESENTATION OR WARRANTY THAT ANY DATA OR INFORMATION PROVIDED TO CUSTOMER IN CONNECTION WITH CUSTOMER’S USE OF THE SERVICE (INCLUDING ALERTS AND RECOMMENDATIONS) IS ACCURATE, OR CAN OR SHOULD BE RELIED UPON BY CUSTOMER FOR ANY PURPOSE WHATSOEVER. FOR THE PURPOSES OF THIS SECTION 8.2, “ENVISIO” INCLUDES ENVISIO’S DIVISIONS, SUBSIDIARIES, AFFILIATES, SUCCESSORS, PARENT COMPANIES AND THEIR (INCLUDING ENVISIO’S) EXECUTIVES, DIRECTORS, OFFICERS, ATTORNEYS, MANAGERS, EMPLOYEES, CONSULTANTS, CONTRACTORS, AGENTS, AFFILIATES, RESELLERS, THIRD PARTY PROVIDERS, MERCHANTS, LICENSORS AND THE LIKE. This Section shall survive any termination or expiration of this Agreement. 9 LIMITATION AND EXCLUSION OF LIABILITY 9.1 Limitation of Liability (a) IN NO EVENT SHALL EITHER PARTY BE LIABLE TO OTHER PARTY FOR ANY (I) SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, (II) LOST SAVINGS, PROFIT, DATA, USE OR GOODWILL, (III) BUSINESS INTERRUPTION, EVEN IF NOTIFIED IN ADVANCE OF SUCH POSSIBILITY, OR (IV) PERSONAL OR PROPERTY DAMAGE ARISING OUT OF OR IN ANY WAY CONNECTED TO THIS AGREEMENT, REGARDLESS OF CAUSE OF ACTION OR THE THEORY OF LIABILITY, 142 Page 8 WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE, GROSS NEGLIGENCE, FUNDAMENTAL BREACH, BREACH OF A FUNDAMENTAL TERM) OR OTHERWISE. (b) IN NO EVENT WILL THE TOTAL AGGREGATE LIABILITY FOR ANY AND ALL CLAIMS IN CONNECTION WITH OR UNDER THIS AGREEMENT EXCEED THE TOTAL AMOUNT OF FEES PAID BY THE CUSTOMER TO ENVISIO IN THE 12 MONTHS PRECEDING THE DATE THE CAUSE OF ACTION FIRST AROSE. (c) THE PROVISIONS OF SECTION 9.1(A) AND 9.1(B) SHALL NOT APPLY TO THE EXTENT THAT THE CAUSE OF ACTION GIVING RISE TO THE CLAIM ARISES FROM: I. A BREACH OF A PARTY’S CONFIDENTIALITY OBLIGATIONS UNDER THIS AGREEMENT; OR II. CLAIMS FOR FEES OWED TO ENVISIO UNDER THIS AGREEMENT AND ANY COST, EXPENSE OR FEES INCURRED IN THEIR COLLECTION. THE CUSTOMER SHALL MAKE NO CLAIM, COMPLAINT, OR PROCEEDING AGAINST ENVISIO FOR ANY OR ALL PORTIONS OF THE SERVICES THAT MAY REQUIRE THE DOWNLOADING OF WEB SITE COOKIES FOR THE CUSTOMER TO ACCESS SUCH PORTIONS OF THE ACCOUNT. FOR THE PURPOSES OF THIS SECTION 9.1, “PARTY” INCLUDES EACH PARTY’S DIVISIONS, SUBSIDIARIES, AFFILIATES, SUCCESSORS, PARENT COMPANIES AND THEIR EXECUTIVES, DIRECTORS, OFFICERS, ATTORNEYS, MANAGERS, EMPLOYEES, CONSULTANTS, CONTRACTORS, AGENTS, AFFILIATES, RESELLERS, THIRD PARTY PROVIDERS, MERCHANTS, LICENSORS AND THE LIKE. This Section shall survive any termination or expiration of this Agreement. 11 INSURANCE 11.1 Coverage. Enviso shall, at its own expense, maintain insurance coverage throughout the term of this Agreement, with limits of liability not less than the following: ● General Liability Insurance: $5,000,000 USD per occurrence for bodily injury, property damage, personal injury and contractual liability. ● Professional Liability Insurance (Errors & Omissions): $5,000,000 USD in the aggregate, covering claims arising out of the performance or failure of the software, including any negligent acts, errors, or omissions. ● Cyber Liability Insurance: $5,000,000 USD in the aggregate for losses due to data breaches, cyber incidents, or unauthorized access. 11.2 Proof of Insurance. Upon execution of this Agreement and reasonable request thereafter, Envisio shall provide the Customer with certificates of insurance evidencing the coverage specified in 11.1. Envisio shall provide at least 30 days prior written notice to the Customer of any cancellation, non-renewal, or material change in the policy. 143 Page 9 12 INDEMNIFICATION Envisio shall release, defend (at the Customer’s option), indemnify and hold harmless the Customer, its agents, officers and employees (collectively the “indemnified parties”) against any and all claims, demands, liabilities, judgments, penalties, costs, expenses (including attorneys’ fees and experts’ fees), and damages (“Claims”) based on or arising out of any actual or alleged loss or injury (including death) to persons or damage to real or tangible property, or patent or copyright infringement, that are caused or alleged to be caused, in whole or in part, by, or arising out of the gross negligence or willful misconduct of Envisio, its agents, servants, employees or subcontractors. The Customer agrees to notify Envisio in writing within a reasonable period of time of the assertion of any Claim for which the Contractor has agreed to indemnify the Customer pursuant to this section. This Section shall survive any termination or expiration of this Agreement. 13 GENERAL 13.1 Interpretation of this Agreement The term “including,” wherever used in any provision of this Agreement, means “including but without limiting the generality of any description preceding or succeeding such term.” Any rule of construction to the effect that any ambiguity is to be resolved against the drafting party shall not be applicable in the construction or interpretation of this Agreement. The division of this Agreement into sections/paragraphs, and the insertion of headings/captions, are for the convenience of reference only and shall not affect the construction or interpretation of this Agreement or be deemed a part of this Agreement. 13.2 Inurement The rights and liabilities of both the Customer and Envisio (collectively, the “Parties”) under this Agreement shall bind and inure to the benefit of the Parties’ respective successors, executors, and administrators, as the case may be. 13.3 Assignment Neither party may assign this Agreement without written consent of the other, except that Envisio may assign without consent to a related entity or the successor of all or substantially all of the assignor’s business or assets to which this Agreement relates. This Agreement does not create any joint venture, partnership, agency, or employment relationship between the parties, although Envisio reserves the right to name Customer as a user of the Service. 13.4 Governing Law This Agreement and any other agreement for the Services shall be governed by and construed in accordance with the laws of the State of Minnesota without regard to conflicts of laws principles. The United Nations Convention on Contracts for the International Sale of Goods will not apply to this Agreement. 13.5 Dispute Resolution In the event of any dispute arising out of or relating to and/or in connection with this Agreement, the Parties’ project managers shall use every reasonable effort to resolve such dispute in good faith within 10 Business Days. If the project managers have failed to resolve the dispute within such time frame, then the dispute shall be escalated to the next escalation level. At each escalation level, the designated executives shall negotiate in good faith in an effort to resolve the dispute. For the purposes of this Agreement, a “Business Day” means a day other than a Saturday, Sunday, or statutory 144 Page 10 holiday in British Columbia or the State of Minnesota. Escalation Level Envisio Management Level Customer Management Level Period of Resolution Efforts First Level Project Manager Project Manager 10 Business Days Second Level VP, Customer Success Assistant Manager 10 Business Days Third Level CRO Manager 10 Business Days 13.6 Severability If any provision or portion of this Agreement is found by a court of competent jurisdiction to be unenforceable for any reason, the remainder of this Agreement shall continue in full force and effect. 13.7 Independent Contractors Nothing in this Agreement shall be construed as creating a partnership or relationship of employer and employee, principal and agent, partnership or joint venture between the parties. Each party will be deemed an independent contractor at all times and shall have no right or authority to assume or create any obligation on behalf of the other party, except as may be expressly provided herein. The Customer must not, in any way, misrepresent the Customer’s relationship with Envisio, attempt to pass itself off as Envisio, or claim that the Customer is Envisio. 13.8 Injunction The Customer acknowledges and agrees that money damages are not an adequate remedy for any breach or threatened breach related to Envisio’s rights or the Customer’s use of the Service beyond the rights granted to Customer in this Agreement. The Customer therefore agrees that in addition to other remedies available hereunder, by law or otherwise, Envisio shall be entitled to an injunction against any such breach by the Customer. 13.9 Cooperative Statement Other government organizations and educational or health care institutions may elect to participate in this Agreement (piggyback) at their discretion, provided Envisio also agrees to do so. 13.10 Notices Notice to Customer Any notice to the Customer from Envisio will be sent to the e-mail address of the Administrator, or provided in writing, registered postal service (postage prepaid), or by pre-paid commercial courier delivered to the Customer at the mailing address specified on their Account. Notice to Company Any and all notices to Envisio from the Customer must be given by in writing, e-mail, first class postal service (postage prepaid), or by pre-paid commercial courier delivered to Envisio at: 145 Page 11 Envisio Solutions Inc. 300-15300 Croydon Drive Surrey, BC V3Z 0Z5 Tel: 888-371-4800 email: info@envisio.com 13.11 Complete Agreement This Agreement constitutes the complete understanding and agreement between the Customer and Envisio. Except when expressly agreed to the contrary in signed writing by an authorized representative of Envisio, this Agreement supersede any other written (including digitized/computerized) agreement, oral agreement, and/or agreement by conduct. This Agreement or any other specific agreement for the Service between Envisio and the Customer shall each be exclusively between Envisio and the Customer only and shall not confer any rights in any third party. This Section 13 shall survive any termination or expiration of this Agreement. IN WITNESS WHEREOF, this Agreement has been executed by the duly authorized representatives of each Party hereto as of the Effective Date. For Envisio Solutions Inc. _____________________________________ Print Name: ___________________________ Title: _________________________________ Date: ________________________________ For (Customer) _____________________________________ Print Name: ______________________ Title: ____________________________ Date: ________________________________ 146 1. Prices set forth in this quote are valid for the period stated. All prices are quoted in US Dollars and are not inclusive of any applicable taxes. An invoice for the agreed amount will be issued upon acceptance of this quote. 2. Acceptance of this quote is acceptance of the accompanying Master Services Agreement (MSA) or a previously signed MSA in the event of renewal/upsell. Payment methods: ACH, Wire or Check Remit to email: finance@envisio.com ACH/Wire Payment To Account Name: Envisio Solutions Inc. | Bank: Silicon Valley Bank | Bank Address: 3003 Tasman Dr. Santa Clara, CA 95054 ABA/ACH Routing #: 121140399 | Account #: 3303262267 | Account Type: Checking Terms and Conditions Date: _________________________Name: ________________________________________ Signature: _____________________________________ USD 64,915.00Total Price USD 64,915.00Subtotal mdias@envisio.comEmail Madison DiasPrepared By 29/08/2025Expiration Date 07/08/2025Created Date 1701412Quote Number 7800 Golden Valley Road Golden Valley, Minnesota 55427 United States Bill To City of Golden Valley, MNBill To Name Product Description Quantity Sales Price Total Price Enterprise Software Subscription: Envisio Bundle including unlimited Plans, Analytics, Public Dashboard and Projects - Annual Subscription with Unlimited Licenses - ENV-ENTP-20-49M 1.00 USD 24,500.00 USD 24,500.00 Professional Services: A one-time fixed fee which includes the phases in the attached document entitled “Appendix B - Scope of Work (SOW)" - ENV-PS-01 1.00 USD 40,415.00 USD 40,415.00 Quote Accepted By: 147 Pricing Term for Quote Number 1701412: ● Envisio Appendix A - Quote is for a 5-year term ● Envisio will apply a 7% annual increase beginning in Year 2 Year 1 Price Annual Software Subscription + One-time Professional Services $64,915 USD Year 2 Price Annual Software Subscription (includes 7% annual increase) $26,215 USD Year 3 Price Annual Software Subscription (includes 7% annual increase) $27,954 USD Year 4 Price Annual Software Subscription (includes 7% annual increase) $29,910 USD Year 5 Price Annual Software Subscription (includes 7% annual increase) $32,004 USD Terms of Payment Software: ● Due 100% upon Contract Effective Date (Net 30) ● Year 2 is due 365 days from the Contract Effective Date and annually thereafter Professional Services: ● Due 100% upon Contract Effective Date (Net 30) 148 Appendix B - Scope of Work (SOW) Submitted by: Envisio Solutions, Inc. 149 Overview of Services Proposed Our Unique Process - Strategy Meets Execution Implementation Services Envisio values ease of onboarding and comprehensive training, and we are dedicated to high-quality service and customer satisfaction. Our Professional Services and Implementation teams will work together to ensure you receive the proper support and training at the right time. Our customer engagements are led by a team of in-house planning, performance management, and local government experts who consult on the best ways to configure Envisio to your unique plans and performance measures. We follow best practices in technology deployment that have been refined over hundreds of successful implementations. We design with the result in mind, ensuring your configuration and training in Envisio meet all of your communication and tracking goals. Consulting Services Our professional services are designed for customers who do not have the time and capacity to design and/or build their plan details and performance measures in Envisio. You see the value in communicating planning and performance measure data and are keen to adopt this practice in your organization, but have steps to complete before you can effectively get started. Envisio’s Planning and Performance Coaches fill these gaps with our professional services offerings and build that capacity on your team. We know Envisio inside and out; let us take the heavy load off your organization’s shoulders to help you design and gather the information you need to use the Envisio platform to its full value. Continued Support Your partnership with Envisio is an ongoing one. We will be with you every step of the way on your customer journey as you continue to achieve your goals. Your dedicated Customer Success Manager will guide you through the required business process change, successful rollout, and full solution adoption in Envisio. Once you’ve achieved your current goals, we will work with you to define new goals, always pushing your organization to expand your sophistication and become a star performer in the planning and performance management space. envisio.com 2 150 Envisio Implementation Service Get started on the right foot, every time, for all of your plans and performance measures. Begin your journey with Envisio on a strong path to building your planning, performance, and project management toolkit. Our implementation consultants guide you through a prescriptive, proven process to implement the software and empower your organization for long-term success. We work directly with your team to configure the software, share best practices to enable the organization through change management, and automate reporting to ensure consistent communication on your plan’s progress and performance. We host training sessions to ensure all of your users know how, when, and - most importantly - why to input their updates to Envisio, as well as leadership report training to provide your leadership team with direct insight into the results of the plan and understand the importance of regularly scheduled reviews of progress, using Envisio reports. Our implementation services enable you to build your plan and performance measures in Envisio, to ensure your team can easily provide ongoing updates and share progress with both internal and external stakeholders. We host collaborative weekly consultation sessions as you build and configure the software, and equip you with best practices along the way to ensure your planning and performance remain in focus throughout the organization as time goes on. We develop a reporting framework and automate the delivery of both reminder notifications and results reporting, and set up templates to give your team the guidance they need to input meaningful updates. At the end of your implementation, your organization will be ready to execute your plan and share performance-proven results with stakeholders to share the story of your success. envisio.com 3 151 Scope of Work Envisio implementation follows a prescriptive process to guide your organization to early success using the platform, along with robust reporting and training for your team. Plans Implementation Project Kick-Off During this phase of work, we introduce key team players and define project roles, define a work plan to accomplish project deliverables, and take stock of existing plan details to inform subsequent phases of work. During this phase Envisio will: ● Host a partnership kick-off meeting with key stakeholders to get to know your team and define roles, responsibilities, timelines, and communication channels. ● Host an executive leadership meeting to present our partnership journey, an Envisio roll-out plan, and our expectation of their role as the key to success ● Document and define a detailed implementation plan outlining the phases, milestones, and timelines of our implementation process for your organization. ● Review the finalized plan your organization will input to Envisio through the implementation phase, and prepare recommendations surrounding the plan structure. ● Provision your Envisio instance for initial access and provide logins for up to 30 key project participants to access the platform. Your organization will be able to add additional users to the platform without limitation. ● Provide up to ten (10) hours of Project Management time throughout implementation. Service is provided until all other services are delivered or fourteen (14) weeks contiguous from project kick-off, whichever occurs first. During this phase You will: ● Define and share participants for the partnership kick-off meeting ● Confirm your organization's goals and timeline expectations ● Acquaint yourself and your team with our implementation process ● Select the plan(s) for implementation and coach review and share with Envisio envisio.com 4 152 Key Deliverables ● Detailed implementation project plan tracker with timelines defined, outlining key implementation milestones and deliverables. This tracker will serve as a valuable tool to monitor progress and ensure timely completion of tasks. ● Envisio Instance Provisioned and Logins Created: up to 30 (thirty) initial users are sent login credentials and your Envisio instance is ready to use. Plans Implementation - Multi-Plan To implement your plans in Envisio, a dedicated implementation consultant will guide your project champion and plan owner/builder through a prescriptive implementation process to ensure they have the capacity and knowledge to launch future plans with ease. During this phase Envisio will: ● Host five (5) weekly, one-hour implementation consultation sessions to train and provide support and guidance as you configure your Envisio instance for optimal use and input your plans into the system. ○ System configuration and plan structure framework consultation ○ Reporting dates and update cadence consultation ○ Internal Reporting framework consultation and build session ○ Public Dashboard consultation and build session ○ Preparation for user and leadership training ● Collaborate with you to build one (1) draft Public Dashboard, which can be shared internally to showcase early successes and milestones achieved through the platform's usage, and published for public consumption later, when appropriate. ● Build five (5) standard best practice reports and provide support and guidance as you customize these reports to your organization’s needs. ● Host five (5) one-hour ad-hoc support sessions as needed, in case of additional questions throughout the implementation phase. ● Host up to four (4) one-hour training sessions for non-administrative Envisio users (2 of each type): ○ End-user training to teach staff how to input updates to the plan, and set cadence expectations ○ Leadership report training to share built reports with the leadership team and best practices on how to leverage reports to keep the plan in focus envisio.com 5 153 During this phase You will: ● Actively participate in implementation consultation sessions: Your active participation in implementation consultation sessions is vital for aligning Envisio's configuration with your organization's specific requirements. ● Familiarize yourself with technical usage: To empower your team with the necessary skills to build plans and other administrative setup, you will watch on-demand learning video courses. These courses provide insights into the technical aspects of the platform, facilitating a smooth onboarding process. ● Dedicate time to building your plan(s): It will be important that you dedicate time to building your plan(s) and completing assigned "homework" assignments after each consultation session with your Implementation Consultant. ● Build any additional plans in the system as needed, leveraging your ad-hoc support sessions and the Envisio support team for assistance where required. Key Deliverables ● Your operationalized plan entered into Envisio platform, ready to receive updates ● Configured reporting periods and automated update notifications ● Historical updates entered, if applicable (i.e. when entering established plans) ● Draft public dashboard built, ready to be socialized internally ● Five (5) standard, best practice reports configured and scheduled to your organization’s needs envisio.com 6 154 Plan Data Loading (Build) Service The Envisio team will build your plan in the system for you, then resume standard implementation training to equip your team with the skills to maintain the plan, moving forward. During this phase Envisio will: ● Review background documentation, including your selected plan in its current form and any other relevant documents, to gain an understanding of the plan structure. ● Build one cascade of the plan (from highest level to lowest level) in its entirety. ● Host a meeting to review the initial build, answer any questions, and receive approval to build out the remaining plan following the example cascade. ● Configure your Organization Settings and add users and departments. ● Build remaining plan elements, up to one hundred (100) total, of your provided plan in Envisio, including: ○ Assigning planning element Owners, Contributors and Observers ○ Assigning Start and End Dates. If these assignments cannot be identified for data loading, they will be covered as part of the Maintenance Training ● Host a meeting to review the plan build and gather input on any changes or requests. ● Update and finalize the plan in Envisio based on feedback received. ● Host a handover session to review the final plan build and resume the standard implementation process. During this phase You will: ● Attend and actively participate in all meetings. ● Respond to clarification requests and provide input as needed. ● Provide your selected plan and any additional required information in the correct format, based on the template provided by Envisio. ● Review the initial build of one cascade of the plan and provide any feedback and approval to complete the remainder of the plan build. Key Deliverables ● Up to one hundred (100) plan elements built within one (1) plan ● Organizational settings and users/departments configured, as needed envisio.com 7 155 Performance Measures Implementation In this phase our expert trainers will support as your core team builds up to thirty (30) performance measures to be showcased on your dashboards. If applicable, this implementation portion will be completed after consulting services have been delivered to define your performance measures. During Performance Measures implementation, Envisio will: ● Host three (3) weekly, one-hour consultation/build sessions to train and provide support and guidance as you build your performance measures in Envisio. ○ Envisio Data Source structure ○ Visualizing your data in Envisio ○ Dashboards and plan linking ● Host up to two (2) one-hour support and guidance sessions as you build your data sources, visuals, and dashboards following best practices and tailored to your organization’s needs. These sessions are best suited to a group-setting for capacity building. ● Build a sample set of three (3) Data Sources and three (3) Visualizations to optimally showcase the performance measures, while streamlining how to integrate the data. ● Work directly with your IT resources to test the integration functionality, ensuring data successfully reaches the intended data sources and populates the sample set. Through testing, we will ensure that data is seamlessly transferred and appears in the related visuals. During Performance Measures implementation, You will: ● Actively participate in online admin training sessions: Our expert trainers will conduct dedicated online admin training sessions to equip your team with the knowledge and skills required to fully build all features in Envisio's Analytics module. This will require personnel who are system-savvy analytical thinkers. ● Provide a sample set of data: You will provide a sample set of data with up to three (3) Data Sources and three (3) Visualizations to develop a proof of concept for further integration work and your data source framework. ● Build and test integration(s): You will engage your technical resources to build required integrations to support automated data entry into Envisio. Your technical team will also be responsible for working with our integration team to support the testing of integrated data sources. Testing of the integration will include one (1) system, including data sources from the sample set of three (3). This will serve as the basis for you to continue building out the integration, and add to and maintain it in the future. envisio.com 8 156 ● Build Data Sources: Following our team’s recommendations for data source structure, and with the support of your Implementation Consultant, you will build the data sources required for each performance measure. ● Dedicate Time to Building Visuals - graphs, scorecards, summary labels, etc.: with the support of your Implementation Consultant, you will build visualizations, such as graphs, tables, and scorecards, to present the performance data effectively. ● Build Analytics Dashboards: Your team will construct analytics dashboards, tailored to each department's needs, showcasing performance metrics in a coherent and visually appealing manner. ● Map Visuals to Corresponding Plan Elements (where appropriate): If applicable, you will link visuals to specific plan elements, ensuring accurate representation of performance data. Key Deliverables ● Performance measures built in Envisio and aligned to your plan (where appropriate) ● Analytics dashboards built to support tracking of performance measures where applicable ● Integration built by your team and jointly tested to support automated data entry into Envisio envisio.com 9 157 Performance Measures Build Service The Envisio team will build your measures in the system for you, then resume standard implementation training to equip your team with the skills to maintain measures, moving forward. During this phase Envisio will: ● Host a meeting to identify the information required to support the build, including how data is currently used and where it is stored, and gather feedback about how you would like your data and visuals built in the system. Envisio will provide a document about the information that must be gathered, including formatting guidelines. ● Review background documentation (e.g. performance measure data) and any other relevant documents, to gain a better understanding of the scope of the performance measures to be loaded. ● Build up to five (5) initial data sources and visuals with the data provided. ● Host a meeting to review the build, answer any questions, and get approval to proceed with building remaining data sources and visuals. ● Build up to twenty-five (25) remaining data sources and visuals. ● Assign employees to data sources and visuals (as appropriate) and set automated reminders for data maintenance. ● Host a handover session to review the final build and schedule maintenance training or resume standard implementation process. During this phase You will: ● Attend and actively participate in all meetings. ● Respond to clarification requests and provide input as needed (via email or short check-in calls). ● Provide your performance measure data and additional required information in the correct format, based on the document provided by Envisio. This includes documents and information such as: ○ Data sources ○ Existing visuals ○ Who is responsible for maintaining the data source ○ How often the data source is updated ● Provide feedback and input on the types of visuals you would like built using the system. envisio.com 10 158 ● Lead logistics around scheduling the Handover and Maintenance Training session, including identifying the appropriate people from your team who need to be included in this training, so you are able to maintain and edit your data after it is loaded Key Deliverables ● Up to thirty (30) measures built in Envisio, with necessary data sources and visuals ● Up to two (2) Performance Measures dashboards built, if requested envisio.com 11 159 Projects Implementation In this phase our expert trainers will equip your team with the capacity to build, manage, and track projects in Envisio. During Projects implementation, Envisio will: ● Host three (3) weekly, one-hour consultation/build sessions to train and provide support and guidance as you build your projects in Envisio. ○ Projects configuration and best practices ○ Project and task building ○ Projects dashboard, plan linking, and reporting ● Host one (1) one-hour ad-hoc support session as needed, in case of additional questions throughout building. ● Host one (1) one-hour project manager training session. During Projects implementation, You will: ● Actively participate in online admin training sessions: Our expert trainers will conduct dedicated online admin training sessions to equip your team with the knowledge and skills required to fully utilize Envisio’s Projects module, including related reporting and plan linkage, where appropriate. ● Build project(s) and tasks: Following best practice recommendations for structure, and with the support of your Implementation Consultant, you will build your projects into Envisio ● Projects Dashboards: Your team will construct Projects dashboards, tailored to topical needs, showcasing your ongoing projects in a coherent and visually appealing manner. ● Map Projects to Plans (where appropriate): If applicable, you will link your projects to specific plan elements, ensuring accurate representation of performance data. Key Deliverables ● Up to ten (10) Projects and a corresponding set of tasks built in Envisio with start/end dates and ownership, where defined ● Two project-specific reports, automated from Envisio, dependent on plan linking ● One (1) draft Projects Dashboard created ● Project Manager training envisio.com 12 160 Implementation Timeline Implementation phases are flexible and can be adjusted to suit your organization’s readiness and needs. Each implementation phase is broken out into its own timeline below. Envisio and The Customer agree that implementing Envisio is a shared responsibility. Neither Envisio nor The Customer is expected to have resources available to mitigate timeframe slippage caused by the other party. Delays on the part of The Customer, including putting the project on temporary hold or changes in project personnel, may result in a Change Order to cover the cost of restart, rework, rescheduling, and retraining.Plans Implementation Timeline Our standard timeline to complete Plans Implementation is twelve (12) weeks and typically follows the general timeline below. These timelines are subject to tasks and activities assigned to your team being completed on time. Timeline W 1 W 2 W 3 W 4 W 5 W 6 W 7 W 8 W 9 W 10 W 11 W 12 Phase 1: Project Kickoff & Internal Scan p p Task 1.1 - Host partnership kickoff meeting t Task 1.2 - Host an executive leadership meeting t Task 1.3 - Document and define a detailed implementation plan t Task 1.4 - Review the finalized plan your organization will input to Envisio t Task 1.5 - Provision your Envisio instance for initial access Task 1.6 - Project Management t t t t t t t t t t t t Phase 2: Plans Implementation p p P P P P P P P P P Task 2.1 - Host four (4) weekly, one-hour implementation consultation sessions t t t t Task 2.2 - Collaborate with you to build one (1) draft Public Dashboard t Task 2.3 - Build five (5) best practice, standard reports and support customization t envisio.com 13 161 Task 2.4 - Host five (5) one-hour ad-hoc support sessions t t t t t Task 2.5 - Host four (4) one-hour training sessions t t t t Performance Measures Implementation Our standard timeline to complete Performance Measures Implementation is six (6) weeks and typically follows the general timeline below. These timelines are subject to tasks and activities assigned to your team being completed on time. Timeline W1 W2 W3 W4 W5 W6 Phase 3: Performance Measures Implementation p p p p p p Task 3.1 - Host three (3) weekly, one-hour consultation/build sessions t t t Task 3.2 - Host up to two (2) one-hour support and guidance sessions t t Task 3.3 - Build a sample set of three (3) Data Sources and three (3) Visualizations T T Task 3.4 - Work directly with your IT resources to test the integration functionality T T Projects Implementation Our standard timeline to complete Projects Implementation is six (6) weeks and typically follows the general timeline below. These timelines are subject to tasks and activities assigned to your team being completed on time. Timeline W1 W2 W3 W4 W5 W6 Phase 4: Projects Implementation p p p p p p Task 4.1 - Host three (3) weekly, one-hour consultation/build sessions t t t Task 4.2 - Host one (1) ad-hoc support session t Task 4.3 - Host one (1) project manager training session t envisio.com 14 162 Envisio Training Services Scope of Work Envisio training services follow a prescriptive process to ensure your team is equipped with the skills and best practices to ensure successful adoption of the Envisio platform. Envisio and The Customer agree that the work outlined in this SOW is a shared responsibility. Neither Envisio nor The Customer is expected to have resources available to mitigate timeframe slippage caused by the other party. Delays on the part of The Customer, including putting the project on temporary hold or changes in project personnel, may result in a Change Order to cover the cost of restart, rework, rescheduling, and retraining. Plans Administrator Training Expand your Envisio administrative team and build more capacity within the Envisio platform! Plans Administrator training is available to teach up to ten attendees how to add new plans, manage reporting dates and update cadence, schedule reports, and publish a public dashboard. Training Kick-Off and Prep During this phase of work, we introduce key team players, define a training delivery plan and timelines, and take stock of existing configuration details to inform training efforts. During this phase Envisio will: ● Host a kick-off meeting with key stakeholders to get to know your team and define timelines and communication channels. ● Document and define a training plan outlining the sessions and timelines for delivery. ● Review your organization’s existing configuration of Envisio Plans and prepare recommendations surrounding training structure, as needed. During this phase You will: ● Identify and share training attendees for one department, or up to ten (10) individuals ● Confirm your organization's goals and timeline expectations and provide available dates/times for your team to attend training envisio.com 15 163 ● Select the plan for training and share with Envisio Key Deliverables ● Detailed training plan with timelines defined Training Delivery During this phase of work, we train your team of system administrators to use Envisio, from inputting your plan and selecting your reporting dates to building reports and a public dashboard to share plan progress. During this phase Envisio will: ● Host four (4) weekly, one-hour sessions to train and provide support and guidance as you learn to use your Envisio instance and input your plan into the system. ○ Plan structure framework and build training ○ Reporting dates and update cadence training ○ Internal Reporting framework consultation and training ○ Public Dashboard training and build session ● Collaborate with you to build one (1) draft Public Dashboard, which can be shared internally to showcase early successes and milestones achieved through the platform's usage, and published for public consumption later, when appropriate. ● Build five (5) standard, best practice reports and provide support and guidance as you customize these reports to your organization’s needs. During this phase You will: ● Actively participate in implementation consultation sessions: Your active participation in training sessions is vital for aligning Envisio's configuration with your organization's specific requirements. ● Familiarize yourself with technical usage: To empower your team with the necessary skills to build plans and other administrative setup, you will watch on-demand learning video courses. These courses provide insights into the technical aspects of the platform, facilitating a smooth training experience. ● Dedicate time to building your plan(s): It will be important that you dedicate time to building your plan(s) and completing assigned "homework" assignments after each session with your Envisio trainer. envisio.com 16 164 Key Deliverables ● Envisio administrative training for admins within one (1) department, or up to ten (10) individual staff ● Your operationalized plan entered into Envisio platform, ready to receive updates ● Configured reporting periods and automated update notifications ● Historical updates entered, if applicable (i.e. when entering established plans) ● Draft public dashboard built, ready to be socialized internally ● Five (5) standard, best practice reports configured and scheduled to your organization’s needs envisio.com 17 165 Performance Measure Development Let Envisio take the guesswork out of your performance measures for your plan and help you design an initial set of measures that tell a meaningful story. Our Planning and Performance Coaches work with you to uncover existing quantitative data already being gathered at your organization and employ it in new ways to produce greater value. We also engage your key stakeholders to understand the story of performance that is meaningful to ensure we are designing with the end audience in mind. We draw from hundreds of customers and partners in our existing networks to inform your design process with relevant best practices from other jurisdictions and organizations. This service will help you create an initial set of performance measures, or build on those that already exist, to construct a cohesive and compelling story around your plan. Envisio will conduct a review to identify quantitative information that already exists at the organization and determine how it relates to the plan—from there, we’ll help you build out any missing measures. We will bring this information together in a workshop format to support your organization in designing an overarching set of performance measures that provides a holistic overview of your progress. Our process is designed to build capacity in organizational leaders who can work with their staff to build meaningful performance measures. While the top levels of an organization often determine the performance measures, the data that supports the performance measures is dispersed throughout the organization. To have an executable and resource-efficient professional service scope, we will draw on key leaders at your organization to reach out to their teams to gather the quantitative data the project requires. We work with your key leaders, building their capacity to lead the development and implementation of performance measures internally. We ensure they have the appropriate resources and tools so they can draw from this process to design performance measures in the future. envisio.com 18 166 Scope of Work Performance Measure Development Phase Details Phase 1: Project kick-off & internal scan During this phase of work, we will define the work plan to accomplish the project deliverables and take stock of existing quantitative data and plan information to inform subsequent phases of work. During this phase Envisio will: ● Host a project kick-off meeting. ○ Confirm the finalized work plan, timelines, communications standards and project team, including roles and responsibilities. ○ Determine the approach for Envisio to get access to necessary information for the internal review. ■ Plan document(s) ■ Scan of existing quantitative data being measured ○ Answer key questions related to Phase 2. Identify any additional information required to support the design. This could include: ■ Setting the workshop schedule and participants ● Review background documentation, including existing performance measures collected by the organization (quantitative data), the plan the measures are being designed to support, and any other relevant documents to gain further relevant context about the project scope. During this phase You will: ● Attend and actively participate in all meetings. ● Provide your plan and any additional documentation that will support Envisio in gaining an understanding of your desired measures. ● Support Envisio in conducting an internal scan to identify existing quantitative data at the organization. Key Deliverables ● Finalized workplan and project timeline envisio.com 19 167 ● Completed scan of existing quantitative data collected by the organization Phase 2: Performance Measure Design In Phase 2, Envisio will complete work to support a productive design process for the client. This pre-design work will entail hosting a meeting with your project team to review the internal scan of existing quantitative data and determine which data tells a meaningful story toward performance for your plan. In addition, we will work with the project team to identify key audiences who will be consuming performance measure information and develop an engagement plan for how best to reach them to gather their feedback. Finally, we will look at best practices from similar jurisdictions with similar types of plans to provide you with examples of measures that could be applied in your organization. With this information, your team will be armed with the context you need to enter the structured design workshops ready to create a set of initial measures that will meaningfully tell the story of performance towards your plan. During this phase Envisio will: ● Host a remote workshop with your project team to review the results of the scan and evaluate what existing quantitative data can contribute meaningfully to your plan. ● Work with your project team to identify key audiences who will be consuming the performance measures to make informed strategic decisions from your plan. Develop and implement an engagement strategy to gather feedback from these audiences. ● Complete an external scan to provide relevant measures from other jurisdictions/organizations with similar types of plans to demonstrate best practices. ● Compile all of this information together in a briefing document that workshop participants can review before the design sessions to gain relevant context. ● In partnership with the client, design a series of up to three (3) remote workshops to design and select an initial set of performance measures to support the plan (up to 5) per goal area, or twenty-five (25) total). Each workshop will be conducted with a focus on up to two goal areas at a time, for a total of up to nine (9) workshops (3 x brainstorming measures, 3 x prioritizing measures, 3 x data collection plan). We anticipate each workshop will take up to two (2) hours and cover key topics such as: ○ Workshop 1: Brainstorming Measures ○ Workshop 2: Prioritizing Measures ○ Workshop 3: Data Collection Plan envisio.com 20 168 ● In between scheduled workshops, Envisio will offer coaching support (up to six (6) one-hour sessions) to support department managers in gathering the right information before the next design workshop. During this phase You will: ● Attend a meeting to review results from the initial scan and evaluate which quantitative data is most relevant for your organization in telling the story of your plan. ● Identify key audiences who need to make evidence-based decisions from the plan and how best to engage them and support outreach. ● Identify the staff who should participate in the performance measure design workshops. ● Review briefing documents before attending the performance measure design workshops. ● Attend and participate in the performance measure design workshops and coaching sessions. Key Deliverables ● Briefing document with: ○ Results from the internal scan and further evaluation process ○ Summary of engagement results from key audiences ○ Summary of findings from the external review and best practice recommendations ● Up to nine (9) remote workshops to design the initial set of performance measures, with coaching sessions in between workshops to support design progress ● Set of up to twenty-five (25) performance measures that tell a meaningful story of progress towards your plan Phase 3: Finalizing Performance Measures In Phase 3, Envisio will work with the project team on any outstanding items to finalize the initial performance measures. Once measures are finalized, Envisio will host a remote workshop with the project team to review and finalize the measures. Envisio and The Customer agree that the completion of phase three is a shared responsibility. Neither Envisio nor The Customer is expected to have resources available to mitigate timeframe slippage caused by the other party. Delays on the part of The Customer, including putting the project on temporary hold or changes in project personnel, may result in a Change Order to cover the cost of restart, rework, rescheduling, and retraining. Phase three services are provided until all services are delivered or 90 days contiguous from the start of phase 3, whichever occurs first. envisio.com 21 169 During this phase, Envisio will: ● Host a remote meeting with the project team to review the initial set of measures defined and make any final edits to these measures. ● Work with the project champions remotely to support them in gathering remaining information to fill identified gaps. ● Compile all finalized Performance Measure information into an Excel document During this phase, You will: ● Attend and actively participate in all meetings and workshops. ● Provide feedback and final approval on the final set of measures. Key Deliverables ● Finalized set of up to twenty-five (25) measures to tell the story of your plan envisio.com 22 170 Performance Measure Consulting Timeline Performance Measures for your Plan Our standard timeline to complete the performance measure service is five (5) months. This service is typically completed following the general timeline below. These timelines are subject to tasks and activities assigned to your team being completed on time. Timeline M1 M2 M3 M4 M5 Phase 1: Project Kick-off & Internal Scan p Task 1.1 - Host project kick-off meeting t Task 1.2 - Review background documentation and complete internal scan t Phase 2: Performance Measure Design p p p P Task 2.1 - Facilitation of a remote workshop to review internal scan and evaluate relevant measures. t Task 2.2 - Complete engagements to gather feedback from key audiences t Task 2.3 - Complete external scan of best practices from other jurisdictions/organizations T Task 2.4 - Compile all information together in briefing document t T Task 2.5 - Facilitation of series of three workshops T T Task 2.6 - Provide coaching support t T Phase 3: Finalizing Performance Measures & Data Collection Plan P Task 3.1 - Host a remote meeting with the project team to review the initial set of measures defined T Task 3.2 - Support project champion to gather remaining information T Task 3.3 - Compile all finalized Performance Measure information into an Excel document T envisio.com 23 171 Customer Support Resources Envisio’s Customer Success Team and Technical Support is available Monday to Friday, between 8 am and 6 pm EST. We use Google Meet to host video meetings and provide recordings for all consulting & training sessions. Online Support – Envisio Help Center Go to https://envisio.zendesk.com/hc/en-us/requests/new or click on “Need Help?” and then “Contact Support” in the lower right-hand corner of your Envisio environment to open a support ticket. Fill out your information and send it our way. Support tickets are addressed during regular business hours. Live Agent Phone Support We prefer help desk tickets to track your support request but you can also email support@envisio.com or call (888) 371-4800 and press 1 to access technical support during regular business hours. Online Knowledge Base Our online knowledge base (https://envisio.zendesk.com/) is available 24/7 and contains articles explaining Envisio features and step-by-step instructions on how to accomplish common tasks within the software. Envisio Academy Envisio Academy is our one-stop shop for learning how to use Envisio. Register for live online or OnDemand classes through our website (https://academy.envisio.com/main), and ask questions of our expert training team in a webinar-like environment. We offer classes across a variety of topics, both tactical how-to within the platform as well as best practice planning and performance-related content. We also cater to various user roles, from brand-new users to seasoned system admins. Most classes run for about an hour, and the schedule varies monthly. Envisio Envisionary Community Our Envisionary Community connects you with like-minded individuals to share experiences, accomplishments, and challenges in a safe and inclusive space. Join webinars co-hosted by our customers who give tactical advice. Be a co-host yourself. Leverage our library of Performance Measures from actual living plans across our community. envisio.com 24 172 Exhibit A: City of Minnetonka, MN Envisio Strategic Profile and Community Dashboard Image 1: Strategic Profile & Community Dashboard Landing Page 173 Image 2: Safe and Healthy Community Strategic Priority Landing Page 174 Image 3: Safe and Healthy Community Strategic Priority Landing Page, Continued 175 EXECUTIVE SUMMARY Parks & Recreation 763-512-2345 / 763-512-2344 (fax) Golden Valley City Council Meeting August 19, 2025 Agenda Item 3E.1. Adopt Resolution No. 25-078 Accepting a Donation for a Golf Bench to be Located on Brookview Golf Course from the Family of Jim Thomas and Vidal Guzman Prepared By Jasy Vorachit, Administrative Assistant Ben Disch, Brookview Golf Manager Summary As adopted in the Donation/Gift Policy, a gift of real or personal property must be accepted by the City Council by resolution and be approved by a two-thirds majority of the Council. All donations and grants must be acknowledged and accepted by motion with a simple majority. Financial or Budget Considerations Not applicable. Legal Considerations Not required. Equity Considerations Providing unbiased programs and services through infrastructure that supports and advances diversity, equity, and inclusion in all Golden Valley parks. Recommended Action Motion to adopt Resolution No. 25-078 accepting the donation from the family of Jim Thomas and Vidal Guzman for the addition of a golf bench at Brookview Golf Course. Supporting Documents Resolution No. 25-078 - Donation of Jim Thomas and Vidal Guzman Golf Bench 176 RESOLUTION NO. 25-078 RESOLUTION ACCEPTING THE DONATION OF A BENCH FROM THE FAMILY OF JIM THOMAS AND VIDAL GUZMAN BE LOCATED AT BROOKVIEW GOLF COURSE WHEREAS, the City Council adopted Resolution No. 04-20 on March 16, 2004, which established a policy for the receipt of gifts; and WHEREAS, the Resolution states that a gift of real or personal property must be accepted by the City Council by resolution and be approved by a two-thirds majority of the Council. A cash donation must be acknowledged and accepted by motion with a simple majority. NOW, THEREFORE, BE IT RESOLVED that the City Council for the City of Golden Valley: 1. Accepts $1,500 donation from the family of Jim Thomas and Vidal Guzman for the addition of a golf course bench for Brookview Golf patrons. 2. Extends their heartfelt gratitude to the family who generously donated their time and financial support to the community to participate in recreational activities in a safe, supportive, and positive environment. Adopted by the City Council of Golden Valley, Minnesota this 19th day of August, 2025. _____________________________ Roslyn Harmon, Mayor ATTEST: _____________________________ Theresa Schyma, City Clerk 177 EXECUTIVE SUMMARY Community Development 763-512-2345 / 763-512-2344 (fax) Golden Valley City Council Meeting August 19, 2025 Agenda Item 3F. Adopt Resolution No. 25-079 Setting a Public Hearing for a Right-of-Way Vacation at 4300 Olson Memorial Highway Prepared By Jacquelyn Kramer, Senior Planner Summary As part of MnDOT's ongoing Highway 55 improvements project, Packing Corporation of America (PCA) will lose a portion of their access to 4300 Olson Memorial Highway. City Staff are working with PCA to vacate a portion of City right-of-way adjacent to the north side of Highway 55, which was released from MnDOT to the City in 2016 and only serves PCA's property. A right-of-way vacation is a legislative act by which a city relinquishes rights it has over an existing easement for use by the public. Cities have wide discretion to abandon or maintain streets or other public grounds. State statute governs the procedure for vacating a street, alley, public grounds or public way in statutory cities. City Council must pass a resolution setting a public hearing when the right-of-way vacation application will be considered. The attached resolution sets the public hearing for September 16, 2025. At this meeting, Staff will present plans for the site and Staff's analysis of the proposed vacation. This section of the City’s right-of-way does not connect to other streets, properties, or public right-of- way, ultimately terminating at a railroad crossing west of PCA's property. Because this section of right- of-way only serves one property, it is almost exclusively used and maintained by PCA for private purposes. The proposed right-of-way vacation will allow PCA to reconfigure their access and parking to continue normal business operations after completion of MnDOT's Highway 55 project. A notice of public hearing regarding the proposed right-of-way vacation will be published and posted. Additional notification will be provided to properties within 500 feet of the property lines as part of the formal process. To date, City Staff sent notices to Metropolitan Council Environmental Services and private utility companies requesting their review and comment, and there have been no objections to the proposed vacation. Because the land is not adjacent to a public water, notice to the Commissioner of Natural Resources is not required. If a vacation is approved, the vacation would be recorded by City 178 Staff with the County upon approval. Financial or Budget Considerations There are minimal financial or budget impacts associated with this process, generally limited to recording fees and related expenses that are accommodated within approved operating budgets. Legal Considerations The vacation process is consistent with Minnesota State Statutes, and the Resolution setting the public hearing has been reviewed by the City Attorney for accuracy and consistency. As a condition of approval of the right-of-way vacation, PCA will agree to new drainage, utility, and trail easements over the vacated property. A resolution for a vacation commenced by a City must be adopted by a four-fifths vote of all City Councilmembers. Equity Considerations The September 16 public hearing will give residents an opportunity to participate in the process consistent with Equity Pillar 2 for Inclusive and Effective Community Engagement. Recommended Action Motion to adopt Resolution No. 25-079 setting a public hearing on September 16, 2025, for a right-of- way vacation at 4300 Olson Memorial Highway. Supporting Documents Resolution No. 25-079 - Setting a Public Hearing for a Right-of-Way Vacation at 4300 Olson Memorial Highway Existing Conditions - 4300 Olson Memorial Highway Project Plans - 4300 Olson Memorial Highway 179 RESOLUTION NO. 25-079 A RESOLUTION SETTING A PUBLIC HEARING ON A RIGHT-OF-WAY VACATION WHEREAS, the Golden Valley City Council pursuant to Minnesota Statute § 412.851 desires to consider the vacation of City right-of-way legally described as follows: That part of Tract A described below: The southerly 50 feet of the Southwest Quarter of the Northeast Quarter of Section 19, Township 29 North, Range 24 West, Hennepin County, Minnesota; Which lies northerly and southeasterly of Line 1 described below: Commencing at the east quarter corner of said Section 19, thence northerly on an azimuth of 359 degrees 49 minutes 29 seconds for 100.00 feet; thence on an azimuth of 269 degrees 49 minutes 29 seconds for 1289.24 feet; thence on an of 198 degrees 12 minutes 25 seconds for 101.91 feet to the point of beginning of Line 1 to be described; thence on an azimuth 271 degrees 28 minutes 10 seconds for 856.78 feet; thence on an azimuth 50 degrees 48 minutes and 48 seconds for 82.45 feet and there terminating NOW THEREFORE, BE IT RESOLVED, BY THE CITY COUNCIL OF THE CITY OF GOLDEN VALLEY, MINNESOTA The City Council will consider the vacation of such right- of-way and a public hearing shall be held on such proposed vacation on the 16th day of September, 2025, in the City Hall located at 7800 Golden Valley Road at 6:30 p.m.; and BE IT FURTHER RESOLVED that the City Clerk is hereby directed to give published, posted and mailed notice of such hearing as required by law. Adopted by the City Council this 19th day of August, 2025. _____________________ Roslyn Harmon, Mayor ATTEST: _____________________________ Theresa Schyma, City Clerk 180 181 182 2528DAHLBERG DRIVEOLSON MEMORIAL HIGHWAYPACKAGING CORPORATION OF AMERICA © PCA GOLDEN VALLEY 4300 OLSON MEMORIAL HIGHWAY GOLDEN VALLEY, MN 55422 GENERAL NOTESKEY NOTESPAVING AND CURB LEGENDC3-00SITE PLANFEMA NOTESITE SUMMARY1-800-892-0123CallBeforeYou DigNORTHLEGAL DESCRIPTION183 PACKAGING CORPORATION OF AMERICA © PCA GOLDEN VALLEY 4300 OLSON MEMORIAL HIGHWAY GOLDEN VALLEY, MN 55422C3-01SITE PLAN 1-800-892-0123CallBeforeYou DigNORTHGENERAL NOTESKEY NOTESPAVING AND CURB LEGENDSITE SUMMARYFEMA NOTELEGAL DESCRIPTION184 EXECUTIVE SUMMARY Legal 763-512-2345 / 763-512-2344 (fax) Golden Valley City Council Meeting August 19, 2025 Agenda Item 6A. Review of Council Calendar Prepared By Theresa Schyma, City Clerk Summary The Council will review upcoming city meetings, events, and holiday closures. Legal Considerations This item does not require legal review. Equity Considerations This item does not require equity review. Recommended Action No action is required on this item. Supporting Documents Review of Council Calendar 185 Review of Council Calendar Event Event Time Location AUGUST Sunday, August 24 Market in the Valley 9:00 AM - 1:00 PM City Hall Campus Sunday, August 31 Market in the Valley 9:00 AM - 1:00 PM City Hall Campus SEPTEMBER Monday, September 1 City Offices Closed for Observance of Labor Day Tuesday, September 2 HRA Meeting (if necessary)6:30 PM Council Chambers City Council Meeting 6:30 PM Council Chambers Sunday, September 7 Market in the Valley 9:00 AM - 1:00 PM City Hall Campus Tuesday, September 9 HRA Work Session (if necessary)6:30 PM Council Conference Room Council Work Session 6:30 PM Council Conference Room Saturday, September 13 Golden Valley Festival (Hosted by the Golden Valley Community Foundation)10:00 AM - 10:00 PM Golden Valley Water Tower Sunday, September 14 Market in the Valley 9:00 AM - 1:00 PM City Hall Campus Tuesday, September 16 City Council Meeting 6:30 PM Council Chambers Wednesday, September 17 League of Women Voter’s Candidate Forum 7:00 PM City Hall Council Chambers Thursday, September 18 Building An Equitable Golden Valley Quarterly Conversation: Neighbors We Can Count On 6:00 PM - 8:00 PM Brookview, 316 Brookview Pkwy S Friday, September 19 Absentee Voting Begins for General Election 8:00 AM City Hall Sunday, September 21 Market in the Valley 9:00 AM - 1:00 PM City Hall Campus Sunday, September 28 Market in the Valley 9:00 AM - 1:00 PM City Hall Campus 186