Beverly Hills City Council
July 18, 2023

AGENDA REPORT
Meeting Date: July 18, 2023
Item Number:

To: Honorable Mayor & City Council
From: Daren Grilley, Assistant Director of Public Works/City Engineer Tristan D. Malabanan, Project Manager
Vince Damasse, Water Resources Manager
Subject: AGREEMENT BETWEEN THE CITY OF BEVERLY HILLS AND E

SOURCE COMPANIES LLC FOR DEVELOPMENT OF A REQUEST
FOR PROPOSAL FOR THE REPLACEMENT OF THE CITY’S AMI
INFRASTRUCTURE AND METERS; AND
APPROVAL OF A PURCHASE ORDER IN THE NOT-TOEXCEED AMOUNT OF $850,000 TO E SOURCE COMPANIES LLC
Attachments: 1. Agreement

RECOMMENDATION
Staff recommends City Council move to approve an agreement between the City of Beverly Hills and E Source Companies, LLC (E Source) for owner’s representative services for the design and implementation of the City’s Advanced Metering Infrastructure (AMI) system and water meters, and issuance of a purchase order to E Source in the not-to-exceed amount of $850,000.

INTRODUCTION
The City serves potable water to approximately 10,890 accounts within the incorporated boundary of Beverly Hills and a portion of the City of West Hollywood. The existing AMI system along with the associated physical water meters are 15 years old and are approaching the end of their useful lives. The City is in need of an updated enterprisewide AMI system that will employ the latest technology to be more robust, reliable, and scalable with redundant backup systems in place. The new system will be capable of integrating with the City’s existing backend Finance/Utility Billing (Tyler/Munis), Information Technology, Customer Service, water conservation management software (WaterSmart), and other asset management systems utilized by the City. As this is an

BEVERLY
HILLS
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Meeting Date: July 18, 2023

enterprise-wide asset management system, various departments (Public Works, IT, Customer Service, and Finance) will collaborate to successfully implement the project.

DISCUSSION
It is the City’s goal to completely replace the existing aging AMI system, including associated water meters, meter telemetry units (MTUs), and associated appurtenances.

Replacement of water meters may also include ancillary piping retrofits and retrofitted or new meter boxes and lids as needed.

Replacement of the AMI system is a highly specialized endeavor. Hence, a consultant that specializes in this field is needed to assess the City’s existing systems and infrastructure, develop the scope of work needed to screen and pilot test new AMI technologies, replace and construct the AMI system and associated water meters, assist with procurement and vendor solicitation, conduct program management and public outreach efforts, and manage the overall installation and deployment of the AMI system.

Based on that, staff released an RFP to solicit proposals for an owner’s representative on October 3, 2022. On November 2, 2022, three (3) proposals were received from the following firms:
a) E Source Companies, LLC
b) Diameter Services
c) GHD
All three firms were highly qualified specialized utility asset management firms and provided comprehensive scopes of work and separate cost proposals. Subsequently, staff conducted interviews with all prospective consultants on March 24, 2023. Based on the written proposals, interviews, staff resources, and experience, E source Companies, LLC was selected as the most qualified consultant firm. A scope of work and fee totaling not to exceed $850,000 was reviewed and accepted by staff.

FISCAL IMPACT
Funds for this project are available as part of Fund 800, Capital Improvement Program No. 00669, Water Meter Replacement. Total purchase order amount is $850,000.

Shana Epstein,
Director of Public Works
Approved By
Attachment 1
B0785-0001\2824763v4.doc

AGREEMENT BETWEEN THE CITY OF BEVERLY HILLS AND

E SOURCE COMPANIES LLC FOR DEVELOPMENT OF A

REQUEST FOR PROPOSAL FOR THE REPLACEMENT OF THE
CITY’S AMI INFRASTRUCTURE AND METERS
NAME OF CONSULTANT: E Source Companies, LLC
RESPONSIBLE PRINCIPAL OF CONSULTANT: Dave Perotti, Chief Executive Officer CONSULTANT’S ADDRESS: 3020 Carbon Place, Suite 300
Boulder, CO 80301
Attention: Nicole Naassan, Senior Vice
President
CONSULTANT’S E.I.N/TAX I.D. NO.: 20-4402870
CITY’S ADDRESS: City of Beverly Hills
455 N. Rexford Drive
Beverly Hills, CA 90210
Attention: Director of Public Works
COMMENCEMENT DATE: July 18, 2023
TERMINATION DATE: Upon satisfactory completion of services under this Agreement
CONSIDERATION: Not to exceed $ 850,000.00
DocuSign Envelope ID: 492AB652-57C6-4FB9-BC94-17BC64139F12 B0785-0001\2824763v4.doc
2 AGREEMENT BETWEEN THE CITY OF BEVERLY HILLS AND

E SOURCE COMPANIES LLC FOR DEVELOPMENT OF A

REQUEST FOR PROPOSAL FOR THE REPLACEMENT OF THE
CITY’S AMI INFRASTRUCTURE AND METERS
THIS AGREEMENT is made by and between the City of Beverly Hills (hereinafter called “CITY”), and E Source Companies, LLC (hereinafter called “CONSULTANT”).

RECITALS
A. CITY desires to have certain services and/or goods provided as set forth in Exhibit A (the “Scope of Work”), attached hereto and incorporated herein.

B. CONSULTANT represents that it is qualified and able to perform the Scope of Work.

NOW, THEREFORE, the parties agree as follows:

Section 1. Scope of Work.

CONSULTANT shall perform the Scope of Work described in Exhibit A in a manner satisfactory to CITY and consistent with that level of care and skill ordinarily exercised by members of the profession currently practicing in the same locality under similar conditions. CITY shall have the right to order, in writing, changes in the Scope of Work. Any changes in the Scope of Work by CONSULTANT must be made in writing and approved by both parties. The cost of any change in the Scope of Work must be agreed to by both parties in writing.

Section 2. Time of Performance.

CONSULTANT shall commence its services under this Agreement upon the Commencement Date on the cover page or upon a written receipt of a notice to proceed from CITY. CONSULTANT shall complete the performance of services by the Termination Date set forth on the cover page.

Section 3. Compensation.
(a) Compensation
CITY agrees to compensate CONSULTANT for the services and/or goods provided under this Agreement, and CONSULTANT agrees to accept in full satisfaction for such services, a sum not to exceed the Consideration set forth above and more particularly described in Exhibit B, attached hereto and incorporated herein, based on the rates set forth in Exhibit B. (b) Expenses
CONSULTANT shall be entitled to reimbursement only for those expenses expressly set forth in Exhibit B. Any expenses incurred by CONSULTANT which are not expressly authorized by this Agreement will not be reimbursed by CITY.

DocuSign Envelope ID: 492AB652-57C6-4FB9-BC94-17BC64139F12 B0785-0001\2824763v4.doc
3 (c) Additional Services. CITY may from time to time require CONSULTANT to perform additional services not included in the Scope of Work. Such requests for additional services shall be made by CITY in writing and agreed upon by both parties in writing.

Section 4. Method of Payment. CITY shall pay CONSULTANT said Consideration in accordance with the method and schedule of payment set forth in Exhibit B.

Section 5. Independent Contractor. CONSULTANT is and shall at all times remain, as to CITY, a wholly independent contractor. Neither CITY nor any of its agents shall have control over the conduct of CONSULTANT or any of CONSULTANT’s employees, except as herein set forth. CONSULTANT shall not, at any time, or in any manner, represent that it or any of its agents or employees are in any manner agents or employees of CITY.

Section 6. Assignment. This Agreement shall not be assigned in whole or in part, by CONSULTANT without the prior written approval of CITY. Any attempt by CONSULTANT to so assign this Agreement or any rights, duties or obligations arising hereunder shall be void and of no effect.

Section 7. Responsible Principal(s)
(a) CONSULTANT’s Responsible Principal set forth on the cover page shall be principally responsible for CONSULTANT’s obligations under this Agreement and shall serve as principal liaison between CITY and CONSULTANT. Designation of another Responsible Principal by CONSULTANT shall not be made without prior written consent of CITY. (b) CITY’s Responsible Principal shall be the City Manager or her designee set forth above who shall administer the terms of the Agreement on behalf of CITY.

Section 8. Personnel. CONSULTANT represents that it has, or shall secure at its own expense, all personnel required to perform CONSULTANT’s Scope of Work under this Agreement. All personnel engaged in the work shall be qualified to perform such Scope of Work.

Section 9. Permits and Licenses. CONSULTANT shall obtain and maintain during the Agreement term all necessary licenses, permits and certificates required by law for the provision of services under this Agreement, including a business license.

Section 10. Interests of CONSULTANT. CONSULTANT affirms that it presently has no interest and shall not have any interest, direct or indirect, which would conflict in any manner with the performance of the Scope of Work contemplated by this Agreement. No person having any such interest shall be employed by or be associated with CONSULTANT.

Section 11. Insurance.
(a) CONSULTANT shall at all times during the term of this Agreement carry, maintain, and keep in full force and effect, insurance as follows:
(1) A policy or policies of Comprehensive General Liability Insurance, with minimum limits of Two Million Dollars ($2,000,000) for each occurrence, combined single limit, against any personal injury, death, loss or damage resulting from the wrongful or negligent acts by CONSULTANT.

DocuSign Envelope ID: 492AB652-57C6-4FB9-BC94-17BC64139F12 B0785-0001\2824763v4.doc
4 (2) A policy or policies of Comprehensive Vehicle Liability Insurance covering personal injury and property damage, with minimum limits of One Million Dollars ($1,000,000) per occurrence combined single limit, covering any vehicle utilized by CONSULTANT in performing the Scope of Work required by this Agreement. (3) Workers’ compensation insurance as required by the State of California.
(4) Technology/Professional and Cyber Liability Insurance A policy or policies of Technology/Professional and Cyber Liability Insurance with minimum limits of Two Million Dollars ($2,000,000) per occurance. Any deductibles or self-insured retentions attached to such policy or policies must be declared to and be approved by CITY. Further, CONSULTANT agrees to maintain in full force and effect such insurance for one year after performance of work under this Agreement is completed. (5) Crime Insurance
A policy or policies of Employers Liability and Crime Liability Insurance coverage each with minimum limits of Five Million Dollars ($5,000,000) per occurance. (b) CONSULTANT shall require each of its sub-contractors to maintain insurance coverage which meets all of the requirements of this Agreement. (c) The policy or policies required by this Agreement shall be issued by an insurer admitted in the State of California and with a rating of at least a A+;VII in the latest edition of Best’s Insurance Guide.
(d) CONSULTANT agrees that if it does not keep the aforesaid insurance in full force and effect CITY may either immediately terminate this Agreement or, if insurance is available at a reasonable cost, CITY may take out the necessary insurance and pay, at CONSULTANT’s expense, the premium thereon.
(e) At all times during the term of this Agreement, CONSULTANT shall maintain on file with the CITY Risk Manager a certificate or certificates of insurance on the form set forth in Exhibit C, attached hereto and incorporated herein, showing that the aforesaid policies are in effect in the required amounts. CONSULTANT shall, prior to commencement of work under this Agreement, file with the CITY Risk Manager such certificate or certificates. The general liability insurance shall contain an endorsement naming the CITY as an additional insured. (f) The general liability and vehicle liability policies required under this Agreement shall contain an endorsement providing that the policies cannot be canceled or reduced except on thirty (30) days prior written notice to CITY, and specifically stating that the coverage contained in the policies affords insurance pursuant to the terms and conditions as set forth in the Agreement.
(g) The insurance provided by CONSULTANT shall be primary to any coverage available to CITY. The policies of insurance required by this Agreement shall include provisions for waiver of subrogation.

DocuSign Envelope ID: 492AB652-57C6-4FB9-BC94-17BC64139F12 B0785-0001\2824763v4.doc
5 (h) Any deductibles or self-insured retentions must be declared to and approved by CITY. At the option of CITY, CONSULTANT shall either reduce or eliminate the deductibles or self-insured retentions with respect to CITY, or CONSULTANT shall procure a bond guaranteeing payment of losses and expenses.
(i) The insurance coverage amounts required under the Agreement do not limit CITY’s right to recover against CONSULTANT and its insurance carriers.

Section 12. Indemnification.
(a) CONSULTANT agrees to indemnify, hold harmless and defend CITY, City Council and each member thereof, and every officer, employee and agent of CITY, from any claim, liability or financial loss (including, without limitation, attorneys fees and costs) arising from any intentional, reckless, negligent, or otherwise wrongful acts, errors or omissions of CONSULTANT or any person employed by CONSULTANT in the performance of this Agreement. (b) All duties of CONSULTANT shall survive termination or expiration of the Agreement.

Section 13. Termination.
(a) CITY shall have the right to terminate this Agreement for any reason or for no reason upon five calendar days’ written notice to CONSULTANT. CONSULTANT agrees to cease all work under this Agreement on or before the effective date of such notice. (b) In the event of termination or cancellation of this Agreement by CITY, due to no fault or failure of performance by CONSULTANT, CONSULTANT shall be paid based on the percentage of work satisfactorily performed at the time of termination. In no event shall CONSULTANT be entitled to receive more than the amount that would be paid to CONSULTANT for the full performance of the services required by this Agreement. CONSULTANT shall have no other claim against CITY by reason of such termination, including any claim for compensation.

Section 14. CITY’s Responsibility. CITY shall provide CONSULTANT with all pertinent data, documents, and other requested information as is available for the proper performance of CONSULTANT’s Scope of Work.

Section 15. Information and Documents. All data, information, documents and drawings prepared for CITY and required to be furnished to CITY in connection with this Agreement shall become the property of CITY, and CITY may use all or any portion of the work submitted by CONSULTANT and compensated by CITY pursuant to this Agreement as CITY deems appropriate.

Section 16. Records Retention and Examination. CONSULTANT shall retain, protect, and maintain in an accessible location all records and documents, including paper, electronic, and computer records, with respect to all matters covered under this Agreement for five (5) years after receipt of final payment by CITY under the Agreement. CONSULTANT shall make all such records and documents available for inspection, copying, or other reproductions, and auditing by authorized representatives of CITY, including the City Manager or designee, free of charge. CONSULTANT shall make available all requested data and records at reasonable locations within the County of Los Angeles at any time during normal business hours, and as often as CITY deems necessary. If records are not made available within the County of Los DocuSign Envelope ID: 492AB652-57C6-4FB9-BC94-17BC64139F12 B0785-0001\2824763v4.doc
6 Angeles, CONSULTANT shall pay CITY’s travel, hotel and meal costs to the location where the records are maintained. CONSULTANT must include this provision in all subcontracts made in connection with this Agreement. This provision shall survive the termination of the Agreement.

Section 17. Nondiscrimination by CONSULTANT. In the performance of this Agreement, CONSULTANT assures that no person shall, on the basis of race, color, religious creed, sex, gender, gender identity, gender expression, marital status, national origin, ancestry, age, physical disability, mental disability, medical condition, genetic information, sexual orientation or other basis prohibited by law, be excluded from participation in, be denied the benefits of, or be otherwise subjected to discrimination under this Agreement or under any project, program or activity supported by the Agreement, as required by Title VI of the Civil Rights Act of 1964, as amended, the Civil Rights Restoration Act of 1987, and Federal Executive Order 12898 (Federal Actions to Address Environmental Justice in Minority Populations and Low-Income Populations). CONSULTANT shall not discriminate against any employee, subcontractor, or applicant for employment because of race, color, religious creed, sex, gender, gender identity, gender expression, marital status, national origin, ancestry, age, physical disability, mental disability, medical condition, genetic information, sexual orientation or other basis prohibited by law, and shall take affirmative action to ensure that subcontractors and applicants are employed, and that employees are treated during employment, without regard to their race, color, religious creed, sex, gender, gender identity, gender expression, marital status, national origin, ancestry, age, physical disability, mental disability, medical condition, genetic information or sexual orientation.

Section 18. Notice. Any notices, bills, invoices, etc. required by this Agreement shall be deemed received on (a) the day of delivery if delivered by hand during the receiving party’s regular business hours or by facsimile before or during the receiving party’s regular business hours; or (b) on the second business day following deposit in the United States mail, postage prepaid to the addresses set forth above, or to such other addresses as the parties may, from time to time, designate in writing pursuant to this section.

Section 19. Attorney’s Fees. In the event that either party commences any legal action or proceeding to enforce or interpret the provisions of this Agreement, the prevailing party in such action shall be entitled to reasonable attorney's fees, costs and necessary disbursements, in addition to such other relief as may be sought and awarded.

Section 20. Entire Agreement. This Agreement represents the entire integrated agreement between CITY and CONSULTANT, and supersedes all prior negotiations, representations or agreements, either written or oral. This Agreement may be amended only by a written instrument signed by both CITY and CONSULTANT.

Section 21. Exhibits; Precedence. All documents referenced as exhibits in this Agreement are hereby incorporated in this Agreement. In the event of any material discrepancy between the express provisions of this Agreement and the provisions of any document incorporated herein by reference, the provisions of this Agreement shall prevail.

Section 22. Governing Law. The interpretation and implementation of this Agreement shall be governed by the domestic law of the State of California.

Section 23. CITY Not Obligated to Third Parties. CITY shall not be obligated or liable under this Agreement to any party other than CONSULTANT.

DocuSign Envelope ID: 492AB652-57C6-4FB9-BC94-17BC64139F12 B0785-0001\2824763v4.doc
7 Section 24. Severability. Invalidation of any provision contained herein or the application thereof to any person or entity by judgment or court order shall in no way affect any of the other covenants, conditions, restrictions, or provisions hereof, or the application thereof to any other person or entity, and the same shall remain in full force and effect.

EXECUTED the day of 20___, at Beverly Hills,
California..

CITY OF BEVERLY HILLS
A Municipal Corporation
__________________________________
JULIAN A. GOLD, M.D.

Mayor of the City of Beverly Hills, California
ATTEST:
_______________________________(SEAL)

HUMA AHMED
City Clerk
CONSULTANT:
__________________________________
Dave Perotti
Chief Executive Officer
APPROVED AS TO FORM: APPROVED AS TO CONTENT:
__________________________________ ________________________________ LAURENCE S. WIENER NANCY HUNT-COFFEY
City Attorney City Manager
___________________________
SHANA E. EPSTEIN
Director of Public Works
___________________________

DAREN GRILLEY
Assistant Director of Public
Works/ City Engineer
___________________________
SHARON L’HEUREUX DRESSEL
Risk Manager
DocuSign Envelope ID: 492AB652-57C6-4FB9-BC94-17BC64139F12 8 B0785-0001\2824763v4.doc

EXHIBIT A

SCOPE OF WORK
I. SCOPE OF WORK
CONSULTANT shall perform the following services to the full satisfaction of CITY. CONSULTANT shall assist the CITY with planning and implemenng an AMI project.

Quality Assurance/Quality Control
CONSULTANT will employ a several important approaches to assure that the quality of the project meets both the CITY’s and CONSULTANT’s expectaons. These approaches are discussed in detail throughout the Project Work Plan and summarized here for CITY’s ease of reference:
 Project Management – The project management approach applied throughout the project uses the Project Management Body of Knowledge (PMBOK, from the Project Management Instute (PMI)) to assure that projects are implemented using the highest quality standards. This includes a thorough review of each deliverable prior to delivery to the CITY. In addion to these methodologies, CONSULTANT uses the experience and knowledge of the Project Sponsor to oversee the quality execuon of the project throughout each phase.  Capital and Life-Cycle Cost Esmates – The model used by CONSULTANT to esmate these costs has been thoroughly tested and checked for dozens of previous projects to assure that cost esmates provided are accurate.
 Procurement Requirements – All proposed procurement requirements will be thoroughly veed with AMI vendors and previous clients to assure that they accurately reflect the necessary elements of an AMI system.
 Pilot Proof of Concept and System Tesng – The overall test strategy and individual test cases will be verified to fully cover the necessary requirements for an effecve AMI system to funcon properly. The tesng process to be employed will assure that tests are sasfactorily passed prior to moving on to the next stage and before declaring the system ready for producon operaon and Go Live.
 Network and Meter Deployment Inspecon – There will be a physical inspecon of a sample of installed network devices and meters provides assurance that the installaon vendor is performing in accordance with requirements and is installing the system in a manner that will funcon properly.
 Data Management – It is vitally important that the data generated by the meters is veed to assure that informaon provided to the CITY for billing, meter maintenance, and system funconality is accurate and trustworthy. CONSULTANT personnel will work with CITY personnel to assure that the data is verified and accurate prior to turning the system over for operaon and as deployment progresses to assure connued funconality.

DocuSign Envelope ID: 492AB652-57C6-4FB9-BC94-17BC64139F12 B0785-0001\2824763v4.doc
9 Phase 1: Project Design and Planning
Task 1.1: Project Management
CONSULTANT will provide structured project management to ensure that all project components are executed mely and completed to the project scope and expectaons. Project management acvies include developing and maintaining the overall project schedule, working with all project parcipants to monitor progress and adjust the work plan as needed; scheduling and facilitang regular project progress and other meengs; creang project status reports as required with input from the CITY, and tracking and reporng on project budget.

Project meliness, quality, and costs are measures of success and sasfacon. As such, the CONSULTANT will employ a quality monitoring process whereby senior management within the CONSULTANT firm will monitor all meliness, quality, and project costs adherence to ensure success in all areas. The CONSULTANT project manager will also manage and maintain the Microso SharePoint website for collaboraon including calendaring, contacts, document repositories, etc. Addionally, CONSULTANT will make use of web-based meeng applicaons for remote meengs, as appropriate.

DELIVERABLES
 Project status reports
 Project schedule
 SharePoint setup and administraon
Task 1.2: Project Kickoff & Mobilizaon
Immediately following the noce to proceed, CONSULTANT will meet with project team, in a kickoff meeng, to review project scope, requirements, deliverables, metable, and reporng relaonships, and to discuss project issues and concerns. CONSULTANT will review the make-up of the project team and subject maer experts (SMEs) to confirm there is a broad representaon.

CONSULTANT will provide CITY with a data request for background informaon, including current CITY IT environment (e.g., operaonal systems such as the exisng CIS, Asset Management, GIS, maintenance planning, customer web portals, etc.), as well as any environment and integraon diagrams that may exist, current conservaon programs, capital investment plans, etc. CONSULTANT will share and review discovery quesons with the CITY project team to confirm understanding of what informaon is readily available and who will compile it. CONSULTANT will establish a metable, being mindful of any limits on readily available data and CITY staff members’ me and idenfy CITY staff members to be interviewed and establish an interview schedule that fits within the overall project schedule.

DELIVERABLES
 Kick-Off Meeng presentaon with associated documents
 Data requests
 Discovery quesons
DocuSign Envelope ID: 492AB652-57C6-4FB9-BC94-17BC64139F12 B0785-0001\2824763v4.doc
10 Task 1.3: Stakeholder Mapping
CONSULTANT will host no less than two (2) highly interacve stakeholder mapping sessions with the CITY to properly idenfy who needs to be involved or informed as well as the level of support for the project and how each stakeholder may help or hinder the project team. CONSULTANT will then use this informaon to build out a stakeholder analysis which will provide the project team with valuable informaon to help the CITY fulfil the requirements of stakeholders. CONSULTANT will work with the CITY to construct guiding teams using the informaon gathered from the stakeholder mapping sessions.

ASSUMPTIONS
 CITY will idenfy those individuals for the stakeholder mapping sessions to derive the most accurate informaon.
 The informaon gathered during the stakeholder mapping sessions is confidenal and will be only used by the project team.

DELIVERABLES
 Stakeholder Analysis (living document)
Task 1.4: Meter Field Survey and Meter Populaon Analysis CONSULTANT will conduct a thorough meter asset system analysis followed by a sample field survey to assess the condion of the CITY’s water meter-related infrastructure. The analysis will help to determine meter ages and idenfy a stascally representave percentage of the overall meter populaon across the service area. CONSULTANT will use field tablets and Field Sight Work Order Management System to capture the required data at each site. The survey forms and data collected will be customized with input from the CITY and is expected to include:
 Data quality assurance on meter ID, meter size, meter type  Verificaon of address and physical locaon on premises  Data capture for Global Posioning System (GPS) coordinates of meter locaon  Condion assessment for meters, lids, and meter boxes, including hazards and any unique circumstances
 Photos and installaon notes for delivery services
CONSULTANT will conduct a detailed analysis of the current water meter populaon as it relates to manufacturer, type, size, age, accuracy, and read resoluon. Based on findings, CONSULTANT will provide the CITY with recommendaons regarding meter type and meter change out vs. retrofit.

ASSUMPTIONS
 CONSULTANT will consult with the CITY to determine the number of meters to be surveyed based on the task budget considering a two-day upfront database review and interview session to plan out what areas/meters are the best candidates for a representave sample)  Each survey will take approximately 15 minutes on average, excluding travel me  Read out report and pictures will be delivered to the CITY in an agreed upon format DocuSign Envelope ID: 492AB652-57C6-4FB9-BC94-17BC64139F12 B0785-0001\2824763v4.doc
11 DELIVERABLES
 Field survey requirements and methodology plan (Data Collecon Plan)  Meter survey data (in an agreed upon format)
 GIS data (in an agreed upon format)
 Meter survey progress report (as needed, in an agreed upon format) Task 1.5: AMI/AMR Technology & State of the Industry Educaon CONSULTANT will conduct a customized technology review workshop. During the workshop, CONSULTANT will discuss the crical success factors and relave advantages / disadvantages of AMI plaorms as they relate to the CITY. CONSULTANT will provide a market vendor overview along with explanaons of how the products and system characteriscs could impact CITY operaons and customer base. The technology review will be an interacve discussion designed to provoke thought, prompt quesons, and bring the CITY’s team base-level knowledge up to a level suitable for making decisions going forward with an AMI iniave.

DELIVERABLES
 AMI Technology & State of the Industry presentaon
Task 1.6: Pilot Study Planning (Oponal)
If the CITY directs, the CONSULTANT will develop a plan incorporang input from the CITY based on technology needs and expectaons to find the right systems to pilot. CONSULTANT will work to negoate with the designated vendors to perform a successful pilot.

DELIVERABLES
 AMI/AMR Pilot Study Plan (if necessary)
Task 1.7: Program Goals & Objecves Idenficaon
CONSULTANT will conduct a workshop with execuves, stakeholders, and key SMEs to establish a common understanding of project goals, drivers, success factors, and risks. This task will serve as the foundaon for future work to ensure what is ulmately deployed directly addresses CITY goals and objecves.

DELIVERABLES
 Summary of findings in the AMI/AMR Planning and Design Recommendaons Report Task 1.8: Discovery & Operaonal Impact Assessment
CONSULTANT will lead CITY’s staff in a series of short interviews and a set of workshops to idenfy key operaonal impacts.

CONSULTANT will work with the CITY’s Project Manager (“CITY PM”) to idenfy the SMEs and schedule the necessary workshops to review the discovery responses received with each respecve CITY department. During this effort, CONSULTANT will review the policies currently in place that may be affected by the deployment of new technology. The output of this task will serve as input to CONSULTANT’s findings and recommendaons specific to the CITY’s readiness to begin an AMI iniave.

As applicable, CONSULTANT expects to meet with the following departments at a minimum:

DocuSign Envelope ID: 492AB652-57C6-4FB9-BC94-17BC64139F12 B0785-0001\2824763v4.doc
12  Billing / Customer Service
 Meter Reading / Meter Shop / Field Services
 Finance / Rate Analysis
 Engineering
 Water Operaons
 Conservaon

DELIVERABLES
 Summary of findings in the AMI/AMR Planning and Design Recommendaons Report Task 1.9: IT Systems & Network Analysis
CONSULTANT will conduct a workshop with applicable personnel to review exisng informaon systems to idenfy areas that must be modified for effecve integraon to achieve the benefits of AMI. This review will also provide input into IT costs for advanced metering to be included in the business case.

CONSULTANT will also review exisng networks for potenal use as backhaul for the AMI system. This review will result in creaon of documented deliverables that will provide a foundaon for connuing soluons architecture work in subsequent phases.

DELIVERABLES
 Current state and future state systems and network documentaon  Summary of findings in the AMI/AMR Planning and Design Recommendaons Report Task 1.10: Use Case Review and Priorizaon
CONSULTANT will host up to three (3) workshops with the CITY to review, priorize, and summarize those use cases that can support CITY’s goals and objecves as well as other desired use cases for an AMI implementaon. Our starng list includes use cases outlined by the Naonal Instute of Standards and Technology (NIST), the American Water Works Associaon (AWWA), and other industry working groups, in addion to informaon derived from our past and present AMI projects.

With input from stakeholders across CITY’s organizaon, CONSULTANT will suggest relevant applicaons of AMI data and system event informaon. CONSULTANT will work with the CITY team to understand the possible applicaons for AMI data to support operaonal analysis and beyond. CONSULTANT will idenfy the appropriate technology, add-on applicaons, and/or addional data integraons related to CITY’s AMI program.

CONSULTANT will leverage discovery informaon compiled about the CITY to customize and group relevant use cases by specific business process, domain, and user roles that will interact for each specific outcome as defined in the use case. CONSULTANT will work with CITY to relate each use case to the desired business requirements to answer the “How?” for achieving strategic goals and objecves.

CONSULTANT will also produce a summary outlining the following specificaons of the high priority / high interest use cases to be included in the final assessment report:
 Descripon – a summary descripon of the use case
 Owner(s) – which department / business unit representave is the owner of the use case DocuSign Envelope ID: 492AB652-57C6-4FB9-BC94-17BC64139F12 B0785-0001\2824763v4.doc
13  Strategic/Business Drivers – a summary of the strategic and business objecves the use case will support
 New / Modified Technologies – a summary of the new technologies, new integraons, or modificaons to exisng technologies or integraons needed to support the use case  Constraints/Dependencies/Risks – factors that may impact the implementaon effort, meline, or benefits

DELIVERABLES
 Priorized use cases
Task 1.11: Business Process Impact Assessment
CONSULTANT will conduct a business process impact assessment to idenfy CITY departments, business processes, and systems that will be impacted by the AMI implementaon. CONSULTANT ulizes best pracces to guide business process change which provides end-to-end process understanding, visibility and control while ensuring effecve communicaon and engagement across the organizaon. While some technology partners skim over specific recommendaons, CONSULTANT will draw from past technology deployments and industry best pracces to guide the CITY toward making sound decisions for how to redesign processes, policies, and procedures related to an AMI program.

CONSULTANT begins with a workshop to gain understanding of the CITY’s day-to-day Meter-to-Cash (MTC) business processes that will be affected by the deployment of AMI technology as well as provide recommendaons for future processes that will be developed for the CITY to realize the expected benefits.

This assessment will clarify business objecves and iniate the appropriate business process redesign acvies to prepare the CITY for the future.

DELIVERABLES
 Summary of findings in the AMI/AMR Planning and Design Recommendaons Report Task 1.12: Procurement & Implementaon Schedule and Scope Outline AMI implementaon involves several coordinated dimensions. Astute implementaon planning can mean the difference between a successful, well-accepted project and a poorly performing system. The integrity of the informaon created during AMI deployment is crical to employee and customer acceptance.

Based on the recommended strategies and financial analysis, CONSULTANT will conduct a workshop and work with CITY’s team to prepare a dra project schedule and scope outline in the form of a Gan chart that shows the key tasks and milestones for project procurement and deployment. This will help idenfy the points at which monetary and staffing commitments are required. The dra implementaon schedule is revised once a vendor is selected, and the parculars of the system are known.

The suggested project schedule will span from the start of procurement through deployment. All AMI elements, such as metering infrastructure installaon, soware applicaons, data management, business processes changes will be planned. At each stage, CONSULTANT will recommend the funcons required for project management (for example, vendor selecon, field inspecons, programming, acceptance tesng, etc.) and which funcons could be outsourced, provided by the vendor, or should be handled by CITY staff.

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14 DELIVERABLES
 Inial project implementaon schedule
 Project scope outline
Task 1.13: Capital and Lifecycle Cost Esmates
CONSULTANT’s financial model is backed by a conservave, comprehensive pricing methodology that considers the unique environment and circumstances at the CITY. By leveraging CONSULTANT’s past proposals and contracts CONSULTANT has been involved with on behalf of CONSULTANT’s clients, CONSULTANT produces engineer’s esmates and annual budgetary outlays that are typically within 5%- 7% of actual costs, accounng for all line items necessary to complete the project.

CONSULTANT will work with CITY staff to develop the capital and lifecycle costs underlying the AMI project and ongoing ownership. This includes an esmate of internal support costs during and once the project is steady state.

CONSULTANT will deliver a series of data requests to the CITY in order develop the necessary assumpons underlying the esmate. CONSULTANT will work with the CITY to schedule me with the necessary Subject Maer Experts (SMEs) to review these requests and ask follow-up quesons as required.

Once the data has been captured appropriately, the model will calculate annual and cumulave cash flows across the project lifespan, present value, return on investment, internal rate of return and other financial measures of interest. Using a sensivity analysis, CONSULTANT can vary the inputs to arrive at best- and worst-case scenarios, ensuring that the CITY is prepared for all potenal outcomes. CONSULTANT’s financial analyses are also flexible and robust enough to accommodate an assessment of the financial impact across various business units within the CITY. By allocang costs and benefits across different groups, CONSULTANT can reveal what the relave effects are for a specific department or division, as well as for the overall organizaon.

For many projects, the costs derived from a tradional cost-benefit analysis are only one part of the overall value stream. While the financial modeling deals well with only hard, direct costs and benefits, a comprehensive business case must also consider so and indirect costs and benefits, such as enhanced customer sasfacon and confidence, or reduced environmental impact. As part of the larger business case, CONSULTANT can include an explicit review of the non-economic factors that can be realized. will endeavor to describe and evaluate the significant direct and indirect impacts of technology strategies in these areas, focusing on the relevant indicators.

CONSULTANT will deliver the inial results to the CITY and step through each cost/benefit component and underlying assumpons. CONSULTANT will update assumpons, as needed, to arrive at a final esmate.

ASSUMPTIONS
 The financial analysis resulng from the services described in this statement of work is based on one or more underlying financial models. The models are Copyrighted © 2022 by CONSULTANT Companies LLC; all rights reserved. All intellectual property rights in the models are owned solely and exclusively by CONSULTANT. CONSULTANT does not, however, claim ownership of any of the data inputs into the models or any of the reports, analyses, and other work product resulng from the use of the models.

DocuSign Envelope ID: 492AB652-57C6-4FB9-BC94-17BC64139F12 B0785-0001\2824763v4.doc
15  The number of scenarios is limited to three (3). Addional scenarios can be performed for an addional fee.

DELIVERABLES
 Dra and final cost/benefit esmate metrics and scenario analysis  Summary of findings in the AMI/AMR Planning and Design Recommendaons Report Task 1.14 Public Outreach Design
Of the many lessons learned in AMI projects over the past decade, one of the most important is the value of building understanding and aligning stakeholder expectaons. Both internal and external stakeholders need to be engaged to address the needs of the community and support successful project implementaon. Working with staff, CONSULTANT’s team will assess overall stakeholder endorsement levels and methods used, then develop engagement plans and strategies leveraging—and perhaps expanding—those methods.

The goal of stakeholder engagement is to effecvely inform and engage the supporters while minimizing the impact of resistors, by offering factual responses to concerns and opons to meet their needs. For example, there are four known topics of concern that must be addressed in AMI projects: (1) price/rates; (2) privacy and data security; (3) health; (4) safety. Although public resistance to AMI projects has diminished over the last few years, recent experiences indicate that ulies must be prepared to address these issues. Conversely, engaging those customers who are interested or even enthusiasc about the possibilies of new technology can build momentum for the enre effort.

CONSULTANT develops a clear plan for stakeholder engagement acvies that leverages exisng CITY pracces and addresses taccal implementaon. CONSULTANT acvies that will span from the inial planning effort during Phase 1 through implementaon in subsequent phases will include the following:
 Conduct a discovery workshop to outline program goals, objecves, key messages, and strategy for stakeholder engagement.
 Support the development of the overall project branding.  Idenfy requirements (i.e., content, methodology, ming) for informing water customers and other stakeholders (i.e., Senior Management, Council, etc.) about the project before, during and aer the transion to AMI technology.
 Idenfy topics that will be covered with stakeholder engagement and the communicaon channels that will be leveraged for both internal and external customers. Topics may include AMI project benefits and informaon sharing and transional changes for the organizaon.  Discuss concerns/issues that have been raised by the public on other AMI projects and manage customer expectaons. CONSULTANT will provide educaonal materials to address common topics of concern with AMI technology and its impacts.
 Define and measure communicaon metrics to track the success of the program (e.g., customer contacts, media aenon, web analycs).
 Develop a comprehensive stakeholder engagement plan and a schedule considering ming of acvies relave to project phasing and schedule.
 Work with the CITY to develop the content for a variety of customer-facing materials, which may include:
o Customer leer, postcard, door hanger
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16 o Press release
o Webpage
o Frequently asked quesons
o Brochure
o Social media posts

ASSUMPTIONS
 The stakeholder engagement discovery workshop is commonly conducted onsite over a two-day period but can be hosted via webinar.
 CONSULTANT will develop content for CITY review and input.  CONSULTANT will provide graphic design and visual layouts unless otherwise stated by the CITY.  CONSULTANT will make up to two rounds of ulity-requested design modificaons  CITY will be responsible for the prinng, shipment, and disseminaon of materials.

DELIVERABLES
 Customer Engagement Plan
 Customer Engagement Schedule
 Content for customer communicaons
 Two (2) communicaon metrics reports from both major project phases Task 1.15: AMI/AMR Planning and Design Recommendaons Report CONSULTANT’s findings that are gathered during the tasks outlined above will be documented in a comprehensive AMI/AMR Design and Planning Recommendaons Report and, if requested, a presentaon for sharing with senior management a Board or Council. The report will be the primary vehicle for communicang CONSULTANT’s recommendaons to the CITY.

CONSULTANT will schedule working sessions with the CITY upon delivery of the report to review the results and recommendaons. CONSULTANT expects the CITY to provide feedback / quesons / comments, which will be incorporated into the final report. Addionally, CONSULTANT will prepare and conduct an on-site presentaon to the CITY’s Execuve Management / Stakeholders summarizing the effort, results, and recommendaons.

DELIVERABLES
 Dra/Final AMI/AMR Planning and Design Recommendaons Report (*.doc)  Dra/Final AMI/AMR Planning and Design Recommendaons Report presentaon (*.ppt) Phase 2: Procurement
The CONSULTANT approach to procurement includes a comprehensive set of deliverables including vendor qualificaon criteria, RFP specificaons that are traceable to the feasibility study, total cost comparisons for proposed soluons, and vendor negoaon strategies. These deliverables would apply not only to the purchase of the AMI/AMR system but to a Meter Data Management System (MDMS), Meter Installaon Vendor (MIV) work management system, and a Customer Engagement Portal (CEP). CONSULTANT has significant experience with the procurement of all these systems and will work with the CITY to determine whether or not to take a turnkey approach to including them all under a single RFP or purchase them separately. Ulmately, these deliverables will facilitate the CITY’s vendor selecon based on technical and risk assessments, commercial/cost evaluaon, and reference checks/site visits. They will also provide key DocuSign Envelope ID: 492AB652-57C6-4FB9-BC94-17BC64139F12 B0785-0001\2824763v4.doc
17 materials for negoaons with the vendor(s), including contract Statement of Work, technical specificaons, and service level agreements. CONSULTANT AMI Vendor Procurement Process, on the following page.

Task 2.1: Project Management
CONSULTANT will provide the same structured project management acvies and deliverable during procurement as idenfied in Task 1.1 in Phase 1 above.

Task 2.2: Requirements and Procurement Strategy
CONSULTANT’s approach to the procurement of technology is premised on the need to idenfy ght, detailed requirements. CONSULTANT has developed a detailed set of technical and business requirements tested through the many procurement efforts conducted previously. CONSULTANT’s team will work with the CITY to tailor those technical and business requirements necessary to fulfill the CITY’s planned use cases and provide specificaons based on the project scope, including:
 AMI technology, dra water meter specificaons
 Dra installaon specificaons
 Meter installaon, meter data management, meter data analycs, and customer portal soware specificaons (as needed)
In addion to the compilaon of these requirements, CONSULTANT’s team will lead a procurement strategy review to inform the CITY team on the various elements that can, or should, be included in the RFP and the ways those elements can be procured. CONSULTANT’s team will work with the CITY to document this strategy for the release and solicitaon of proposals. It will specify a number of factors, including:
 IT pracces, physical infrastructure, staffing, soware development, soware support, soware integraon, data management, security, and project management  RFP policies, administraon, cost consideraons, terms & condions, vendor communicaons, and meline
 Appendices, aachments, vendor response format, and evaluaon methodology

DELIVERABLES
 Requirements workbook(s) (*.xls)
Task 2.3: RFP Dra & Evaluaon Criteria
CONSULTANT will work with the CITY to prepare the RFP with the intent to provide the vendor community with the essenal informaon to prepare a robust response that is tailored to the CITY. CONSULTANT will incorporate the detailed scope of work into CITY’s standard RFP boilerplate and review with the CITY team (including representaves of purchasing and legal) to ensure that all requirements are accurately reflected.

It is ancipated that there will be several iteraons for the RFP dra creaon and the RFP dra review unl CONSULTANT reaches the point where the RFP is complete and acceptable for publicaon.

CONSULTANT will also compile a comprehensive list of potenal proposers (which may or may not include Telecom/Network, AMI, MDMS, Meters/Materials, Installaon) that would represent viable opons to sasfy the CITY’s goals and requirements.

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18 CONSULTANT’s team will also work with the CITY to develop the approach and accompanying materials to be used by the evaluaon commiee to score and rank the respondents to the RFP.

DELIVERABLES
 Publish-ready RFP (*.doc), including detailed scope of work, finalized Requirements Workbook(s) (*.xls), and Cost Proposal Workbook (*.xls)
 Vendor List and Contact Informaon (*.xls)
 Evaluaon criteria and scoring weights, scorecard, and evaluaon materials (*.xls) Task 2.4: RFP Administraon Support
CONSULTANT will assist the CITY with those tasks to be managed once the RFP is released including, as applicable, seng the agenda and parcipang in the pre-proposal meeng, parcipang in a service area field tour, and receiving and responding to vendor quesons in conjuncon with the CITY. CONSULTANT will work with you to prepare the evaluaon team for vendor response review, evaluaon, and scoring.

CONSULTANT will also review CONSULTANT’s recommended shortlist interview strategy and approach and assist the CITY in the necessary preparaon acvies.

DELIVERABLES
 Pre-Proposal Meeng Agenda (*.doc)
 Pre-Proposal Presentaon (*.ppt)
 Pre-Proposal Field Assessment Meeng Agenda (as needed, *.doc)  Responses to proposer quesons (*.doc)
 Evaluaon team preparaon including refining evaluaon materials (*.xls) Task 2.5: Response Evaluaon Support
Prior to the receipt of responses, the CONSULTANT’s Project Manager (“CONSULTANT PM”) will work with the CITY PM to organize and schedule the proposal review process. As the responses are received, CONSULTANT’s team of SMEs immediately starts the evaluaon process alongside the CITY-designated Evaluaon Team. CONSULTANT will summarize key components of each proposal in matrices to allow for easy comparison of proposals across different areas of the solicitaon. To aid in this comparison, CONSULTANT will provide you with a comprehensive, systemac note-taking methodology that will allow evaluators to document and compare any notes, quesons, and concerns. This open nature of this evaluaon process will provide clarity and understanding to all parcipants involved, as well as serve as a repository for any addional follow-up quesons to vendors that may need to be addressed during this task.

CONSULTANT will also analyze each cost proposal. When lining up the cost proposals side-by-side, it is common to discover that each vendor quote differs in some fashion, making it difficult to perform an apples-to-apples comparison. CONSULTANT minimizes this challenge with how CONSULTANT structures the RFP response requirements and CONSULTANT’s analycal approach to cost normalizaon.

CONSULTANT will work with the CITY throughout the evaluaon process to arrive at a shortlist of recommended candidates. CONSULTANT will work with CITY’s Evaluaon Team to customize the shortlist meeng agenda and outline quesons for each vendor interview. CONSULTANT will aend the shortlist interviews and ensure that candidates answer quesons comprehensively and to CITY’s sasfacon.

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19 CONSULTANT will also assist the CITY with reference checks and potenally arrange site visits, so that the CITY may obtain useful feedback from the experiences of other water ulies.

At the end of the evaluaon process, CONSULTANT will work with the CITY team to weigh the pros and cons of each shortlist candidate so that the CITY can arrive at a final selecon. CONSULTANT will document the Evaluaon Team’s recommendaon in an evaluaon read-out.

ASSUMPTIONS
 CONSULTANT will review the vendor(s) responses, but CONSULTANT does not act as part of the CITY evaluaon team or score responses.
 CONSULTANT personnel can aend the site visits at the request of the CITY for an addional fee— this service is not included in the fee proposed herein.

DELIVERABLES
 High-Level Proposal Summary Comparison Matrix (*.xls)  Requirements Proposer Response Comparison Matrix (*.xls)  Cost Normalizaon (*.xls)
 Consolidated proposal clarificaons, notes, and/or quesons (*.doc)  Shortlist interview approach/agenda and quesons (*.doc)  Reference check quesons (*.doc)
 Evaluaon read-out and results (*.ppt)
Task 2.6: Contract Negoaons
CONSULTANT will serve as technical advisor to the CITY through contract and scope of work negoaons with the selected vendor(s), including service level agreements (SLAs), performance criteria, warranes, scheduling, and pricing. CONSULTANT personnel have negoated AMI contracts for dozens of clients and will use lessons learned to avoid pialls and leverage experience gained from actual implementaons on how contract terms can ensure successful implementaons and protect CONSULTANT’s clients’ interests.

CONSULTANT will provide guidance to CITY’s project team in strategizing for contract negoaons and parcipate in key contract negoaon meengs and contract reviews.

Since the RFP and vendors’ responses are detailed, contract negoaons for AMI projects typically focus on installaon protocols, performance requirements, defaults and cures, and data collector locaons. With adequate pre-negoaon planning and concentrated effort, contract negoaons can be concluded quickly, although review and approval will take addional me. During this interval, the detailed project procedures can be finalized, and implementaon preparaon can commence.

CONSULTANT will review the final contract and ensure adherence with all previously developed criteria, requirements, and processes. CONSULTANT will also assist CITY staff in preparing presentaons to management, including use case studies and other experience to help explain decisions and raonale.

CONSULTANT will share lessons-learned in other negoaons and work diligently to develop a vendor contract that will achieve the desired outcomes.

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20 ASSUMPTIONS
 CITY will be responsible for all terms and condions outlined in the final agreement with vendor(s).

CONSULTANT will provide input on terms and condions but will not provide legal review or opinion.
 The fee for this task assumes that the vendor contract negoaons task will not exceed the esmated level of effort assumed for the task of 90 hours. If the level of effort does exceed 90 hours, CONSULTANT will work with the CITY to develop a change order to supplement the level of effort.

DELIVERABLES
 Customized system/soluon acceptance criteria for inclusion in the vendor(s) contract  Vendor(s) scope(s) of work with firm pricing
 Presentaon to management or governing body (1 trip / 1 day allowance) Phase 3: Program Management Start-up
CONSULTANT will provide subject maer experse and project management funcons during the Startup Phase. The CONSULTANT Project Team, with direcon and final approval from the CITY regarding all maers, will guide the Contractor through business requirements meengs, interface design, development of user acceptance tests and lead all Project progress and subject-specific meengs.

CONSULTANT will also guide the CITY through business process redesign and organizaonal change management related to AMI implementaon.

CONSULTANT developed its system implementaon process based on industry standards including the Project Management Instute’s (PMI’s) Project Management Body of Knowledge (PMBOK), Carnegie Mellon’s Capability Maturity Model Integrated (CMMI), and Raonal Unified Process (RUP). The process was designed for establishing a documented, repeatable, and connuously improving delivery methodology, and emphasizes a strong project management and system engineering approach to implemenng AMI projects. Internal and external processes are well defined, acvely managed, and controlled to ensure that the overall development process, from inial requirements definion to acceptance tesng, is performed smoothly and without surprises. Communicaon among all stakeholders is frequent and clear to facilitate common understandings and clear expectaons. The process focuses on technology deployment and addresses the important aspects of people and process as well. Without all three aspects working together, the CITY’s project will not be nearly as successful.

In summary, CONSULTANT’s delivery model is an “integrated approach” that accommodates the tracks essenal to proven technology implementaons: project management, systems engineering (soluon architecture, tesng), deployment management, stakeholder engagement, organizaonal change management, test engineering, and business process design. CONSULTANT’s blueprint for delivery provides acvies that may be managed by CITY staff, by CONSULTANT or by other pares. These acvies can be expanded or reduced depending on project requirements, but in all cases, the acvies need to be performed.

The documented benefits of CONSULTANT’s program management approach are myriad, but the effects are easy to see. Simply put, CONSULTANT’s programs deliver to their goals despite the inevitable hurdles present in any large-scale endeavor. CONSULTANT has a 100% project success rate on projects.

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21 Task 3.1: Project and Vendor Management
In the deployment phase, the CONSULTANT’s PM will be responsible for supporng the acvies listed in Table 1. CONSULTANT’s PM will manage the periodic project status cycle for the CITY, which includes measurement of progress towards the plan, performance status, risk management, change orders, items of concern, and open acon items. These items will be managed regularly and will be consistently tracked using Microso Project, Office 365, and an CONSULTANT-hosted customer collaboraon site. The CONSULTANT PM will be responsible for meeng and task coordinaon and facilitaon.

Table 1. CONSULTANT Project Management Acvies

PM ACTIVITY DESCRIPTION
Scope
Management
Ensure that the project plans outline all of the work required to complete the project successfully. Scope management consists of initiation, scope planning, scope definition, scope verification, and scope change control.

Change
Management
Ensure that a baseline project plan is established at project initiation, and that a formal change control process is in place to control changes to the baseline project plan throughout the project lifecycle.

Integration
Management
Ensure that the various elements of the project are properly coordinated. Integration management consists of project plan development, project plan execution, and overall change control.

Cost
Management
Ensure that the project is completed within the approved budget. Cost management consists of resource planning, cost estimating, cost budgeting, and cost control.

Procurement
Support
Acquire goods and services from outside the performing organization. Procurement support consists of procurement planning, solicitation planning, solicitation, source selection, contract administration, and contract closeout.

Quality
Management
Ensure that the project will satisfy the needs for which it was undertaken. Quality management consists of quality planning, quality assurance, quality control, and configuration management.

Reporting
Management
Ensure timely and appropriate generation, collection, distribution, and storage of project information. The project manager also handles reporting and status information management consists of communications planning, information distribution, performance reporting, and administrative closure.

Time
Management
Ensure the timely completion of the project. Time management consists of activity definition, activity sequencing, activity duration estimating, and schedule development and control.

Vendor
Management
Ensure that vendors are completing their contractual scope of work on schedule and within budget.

Coordinate with technical resources as necessary to ensure verification of technical deliverables.

Resource
Management
Ensure that qualified resources are available to perform each task defined in this SOW in accordance with the baseline project schedule. As necessary, the project manager ensures that resources have been provided with training to establish particular expertise required to perform tasks within the SOW. The project manager reinforces the importance of establishing and maintaining professional working relationships among the CITY and vendor team members, as well as monitors these relationships.

Risk
Management
Identify and analyze project risks and respond to those risks. The CONSULTANT approach to risk management has three components—identification, prioritization, and management. Risks are identified at project inception and categorized based on probability and impact. A risk management plan is defined to impacts should the risk occur. The risk management plan is continuously re-evaluated during the project lifetime. Once a risk actually occurs, it is moved to the issue tracking process.

DocuSign Envelope ID: 492AB652-57C6-4FB9-BC94-17BC64139F12 B0785-0001\2824763v4.doc
22 The CONSULTANT Project Manager and subject maer experts will provide in-depth review of all vendor documentaon and deliverables, including but not limited to network diagrams (prop studies), discovery documentaon, business requirements, technical specificaons, project schedules, installaon plans, and hardware orders. CONSULTANT will make suggested edits and provide a recommendaon to the CITY for approval.

In addion, CONSULTANT will work with CITY to develop acceptance criteria for each phase of the project comprised of network, systems, integraons, tesng, training, and business process requirements that must be met prior to transioning from Proof of Concept to Installaon and Deployment. CONSULTANT will track, assess, and review the criteria with the CITY and vendors on an ongoing basis and perform a gang process to ensure the CITY is in a proper posion to successfully move into the next phase.

CONSULTANT will make a recommendaon to the CITY, who will provide formal approval to move forward.

DELIVERABLES
 Project Charter
 Project Execuon Plan
 Project Budget, as requested
 Periodic Status Meengs (usually via phone or video conference) and Reports  Invoices for CONSULTANT implementaon support
 Periodic Steering Commiee meengs and reports as well as updates for execuve management and applicable governing board stakeholders
 Meeng Agendas and Minutes
 Updated AMI Implementaon Schedule
Task 3.2: Soluon Architecture
Building on work that was started in Phase 1, the Soluon Architecture track emphasizes the IT aspect of AMI planning and brings together all the technology iniaves that exist, are underway, or planned to be completed in the near term, into a cohesive and logical plan. The track also ensures that the architecture that will be built is complete, robust, scalable, and extensible.

CONSULTANT will assist in developing the AMI soluon architecture based on:
 User data and funconal requirements
 User process flows
 Automaon requirements
 Integraon requirements
 Industry best pracces
 The CONSULTANT Team’s experience
 Implementaon consideraons and constraints
 Current and near-term future capabilies of commercial AMI technologies  Capabilies of commercial vendor soware
This will involve a series of system configuraon and design workshops to define the as-is and to-be system architecture.

The technologies and integraons necessary to achieve the AMI plan will be included in this reference architecture. One of the areas that is oen not given enough emphasis—but is crical to the successful DocuSign Envelope ID: 492AB652-57C6-4FB9-BC94-17BC64139F12 B0785-0001\2824763v4.doc
23 implementaon of AMI iniaves—is the integraon with all the other informaon systems such as outage management, work management, and customer systems. CONSULTANT’s approach ensures that all these crical integraon points are idenfied and that impacts on other systems are factored into the strategy.

The reference architecture will form the basis for the soware, hardware, integraon, implementaon, services, and deployment costs components of the business case. An example of a System Context Diagram in the Soluon Architecture Document is provided as Error! ReferencCONSULTANT not found..

CONSULTANT and CITY AMI Project team members will, through a facilitated discussion, develop the System Architecture/Technology Roadmap, through all subsequent phases (Plan, Design, Build, Run, and Transfer), addressing the major characteriscs (Objecves, Capabilies, Values, and Technology Focus).

CONSULTANT then provides subject maer experse, industry best pracces, integraon tracking, and technical vendor oversight to assure that the architecture is built per the plan.

DELIVERABLES
 Final As-is and to-be system architecture including the system context diagram and the system component diagram
Task 3.3: Project Engineering
This task ensures a successful project implementaon by providing senior technical leadership to direct the engineering, development, and deployment of the system. CONSULTANT has found that augmenng the Project Manager with a strong Project Engineer who specializes in system engineering ensures successful delivery of complex projects.

The main element of project engineering is working to ensure the informaon technology (IT) aspect of integraon is conducted successfully. Most ulies embarking on smart water journeys do not inially appreciate the size and complexity of the IT element. In CONSULTANT’s esmaon, 80% of the complexity of CITY’s project will be in the configuraon and development of both the new and exisng IT and integrang them successfully into CITY’s environment. CONSULTANT Project Engineers are experts in this crucial aspect of CITY’s implementaon and can plan, guide, and help you ensure a successful combined IT system. CONSULTANT’s Soluon Architecture task provides the baseline for how the systems are to be integrated and the Project Engineering tasks assures that the Soluon Architecture is implemented correctly.

Another key element of this task is Requirements Management, a common challenge with smart water projects. Requirements may be easily missed due to the legacy assumpons of the mulple stakeholders in different constuencies, as well as their unfamiliarity with new technology capabilies. Once the requirements are defined, they must be managed through the project to ensure the final system meets the CITY’s needs and expectaons. A Requirements Management Plan (RMP) and Requirements Traceability Matrix (RTM) are produced to define the approach and track the flow of the requirements to the vendors and ensures specific test cases and scripts are produced to verify the funcons and performance of the system.

DELIVERABLES
 Requirements Management Plan (RMP)
 Inial Requirements Traceability Matrix (RTM)
DocuSign Envelope ID: 492AB652-57C6-4FB9-BC94-17BC64139F12 B0785-0001\2824763v4.doc
24 Task 3.4: Tesng
A graduated, thorough, and robust test program is needed for an AMI project, and CONSULTANT has implemented hundreds of successful integrated technology tesng programs for CONSULTANT’s clients that trust both CONSULTANT’s processes and the experience of CONSULTANT’s people.

CONSULTANT typically develops an overall test strategy to provide high-level guidance for the execuon of the project test program that summarizes the test goals and objecves, as well as all known constraints (me, budget, resources, etc.), aligns all pares on tesng phases and acvies, and verifies the coordinaon mechanisms and ming with infrastructure and other system implementaon acvies.

CONSULTANT also idenfies the necessary infrastructure, technology, communicaons, and IT requirements to execute the plan. In addion, the overall test strategy defines the approach to be used for tesng cyber security for the project. CONSULTANT will develop the strategy via interacve workshops with the project team, the selected project vendors, and applicable business support groups. CONSULTANT will facilitate the workshops and provide the overall test strategy document.

CONSULTANT’s test approach minimizes the CITY’s risk by providing early validaon of the technologies in steps, so that any problems are idenfied early and corrected. All discovered defects are formally logged, managed, and resolved as appropriate unl acceptance is achieved. CONSULTANT will produce test plans and procedures that exercise the funconality of systems that must interface to meet business, technical, funconal, integraon, performance, and any other specified requirements. A Test Report is generated aer each test phase is completed.

Should issues be idenfied during the tesng process, CONSULTANT is ready and able to work with applicable vendors and development teams to resolve those issues. The clear documentaon of the relaonship between the requirement and test case included within the Requirements Traceability Matrix (RTM) makes it easier to pinpoint the problem that needs to be addressed. Once idenfied, CONSULTANT follows a rigorous correcve acon process that ensures the problem is documented, root-cause determined, correcve and prevenve acons are taken, and retesng is performed to verify that the problem has been corrected.

As noted, CONSULTANT’s typical approach to a test strategy incorporates the following elements:
 Factory or Off-Site Tesng – These are vendor-performed tests that verify funconality of the system and components per specificaons and may involve standard integraon checks with other systems.
 Inial Bench Tesng – Ulity-led tesng on a cross secon of meter types/forms/sizes on a test bench (if available) or with a small quanty of field meters to confirm inial provisioning of the meters, register read accuracy, interval read accuracy, read resoluon, meter configuraon, alert funconality, AMI system two-way communicaons, base head-end system reporng, exporng to upstream systems, and other acceptance criteria as outlined in the Test Plan. This tesng phase is crical to ensure that the data produced by the meters and communicated by the collectors is accurate.
 System Integraon Tesng – This brings all applicable systems together in tesng to verify data sets are received and transformed properly, that data from a single CONSULTANT is properly routed to mulple desnaons and that individual systems sll perform as expected while DocuSign Envelope ID: 492AB652-57C6-4FB9-BC94-17BC64139F12 B0785-0001\2824763v4.doc
25 integrated. This tesng may also involve performance and security tesng and is normally conducted within a QA/test environment.
 User Acceptance/Business Process Tesng – This tesng verifies that the correct informaon flows through for a parcular business process, including both mechanized and manual business processes. It is the final gate and ensures that the system funcons and is aligned with requirements and processes that are used operaonally. In this tesng, a single trigger can iniate data transfers between mulple CONSULTANT and desnaon systems. It is the most comprehensive test of the complete set of business processes and maximizes to the extent possible the real-world use of the ulity’s integrated systems. Test cases are executed by ulity staff users of the systems on a day-by-day basis. This tesng may also involve performance and security tesng and is normally conducted within a QA/Test environment.  Field Acceptance Tesng – This tesng verifies that the technical, funconal and performance, and commercial specificaons of the vendor Statement of Work (SOW) have been realized as expected for a subset of endpoints strategically deployed within the ulity’s service territory, referred to as the Inial Deployment Area (IDA). This strategic deployment should consider different topography and inclusion of all of the different types of meters and endpoints.

DELIVERABLES
 AMI Overall Test Strategy Document
 Test Plans for all CITY-owned Tests
 Reviewed procedures, results with interpretaon, and recommendaons documentaon  Final Requirements Traceability Matrix
Task 3.5: Data Management
The high volume of data produced by an AMI system can greatly enhance overall CITY operaons, but only if that data is properly monitored, managed, and ulized. The AMI/MDMS/customer engagement portal soware will introduce a new variety of data sets, such as consumpon data, events, alerts, and various system excepons. A plan to manage and ulize the data from these new systems must be developed to ensure accuracy and completeness for billing and all other reporng funcons, New reports and noficaons will inform the CITY of possible leaks, tampering, backflow, CIS-to-field mismatches, etc., but the data must be interpreted and acted upon appropriately to realize the maximum benefits.

CONSULTANT will guide you through the development of a data management plan, provide on=the=job training and training materials to CITY staff, and supplement data quality assurance of meter installaon acvies on CITY’s behalf.

Subtask 3.5.1: Data Management Plan
The data management plan will be developed to guide CITY on a path toward full system accountability and to maximize ulizaon of AMI data. CONSULTANT will work with the AMI and MDMS vendor(s) to compile the list of all operaonal / excepon reports (“out of the box” reports) that staff will use to maintain data and system integrity. CONSULTANT will develop a preliminary assessment of the purpose of each report, frequency of use, and idenfy/recommend the staff role that should monitor and manage each data set.

CONSULTANT will lead up to two (2) workshops with the designated staff to review the preliminary data management plan and confirm alignment of each operaonal report to the role that was established in DocuSign Envelope ID: 492AB652-57C6-4FB9-BC94-17BC64139F12 B0785-0001\2824763v4.doc
26 the staffing plan. This acvity will set the foundaon for the data management plan upon which our team will iterate with CITY staff to ensure a thorough understanding of the data, system configuraons, and how best to use the reports as CONSULTANT moves into training and implementaon of the plan.

DELIVERABLES
 Data Management Plan (*.xls)
Subtask 3.5.2: Data Management Training
CONSULTANT has determined the best approach to establishing ownership of these new dues, is to provide on-the-job training support to CITY staff. CONSULTANT will provide hands-on focused training for staff responsible for data quality management and excepon handling. With this hands-on approach, CITY staff will more quickly grow familiar with their respecve dues and how to troubleshoot and remediate excepons. Following this training period, CONSULTANT will work with the CITY’s team to refine and tailor the data management plan and assist in the development of wrien training materials that will become organizaonal process assets to be used for training current and new staff.

ASSUMPTIONS
 CONSULTANT will provide 56 hours of on-the-job training.

DELIVERABLES
 Training materials (*.doc or *.xls)
 Updated Data Management Plan (*.xls)
Subtask 3.5.3: Full Deployment Data Quality Assurance Support To provide an addional layer of data quality control during the full deployment phase, CONSULTANT will perform data quality audits of meter exchanges/retrofits performed by the installaon contractor and the CITY. This task is limited to review of data and informaon produced by the installaon contractor and the CITY.

Acvies will include:
 Verify that the correct meter was installed at the locaon  Verify correct “out read”
 Verify correct meter number
 Review “as le” photos to ensure work area was le in good condion Based on our experience with mulple AMI technology deployments, data QA support is front loaded and levels off once the installaon technicians develop familiarity with the system and the issues that they encounter in the field. As a result, CONSULTANT recommends a higher volume of data quality checks at the start of full deployment for the first three (3) months and tapering off over the remaining deployment period.

CONSULTANT will document all issues idenfied and will work with the CITY to establish severity levels and the escalaon path to facilitate issue resoluon.

ASSUMPTIONS
DocuSign Envelope ID: 492AB652-57C6-4FB9-BC94-17BC64139F12 B0785-0001\2824763v4.doc
27  CONSULTANT will have access to the installaon contractor’s Work Order Management System, AMI Headend, and MDMS soware to perform all data QA acvies.  CONSULTANT will provide data QA support for 100% of MIV work orders during the tesng phase, 50% of MIV work orders for the first three (3) months of full deployment, and 10% of MIV work orders for the following six (6) months of full deployment.

DELIVERABLES
 Bi-Weekly Data Quality Assurance Report (*.xlsx)
Subtask 3.5.4: Installaon and Deployment Inspecon Program CONSULTANT will work with the CITY to develop an Installaon and Deployment inspecon program that, in conjuncon with the data management plan, will help to ensure quality installaons from start to finish.

The program will include but not be limited to:
 Documenng CITY standards to be maintained by all installers  Vendor, CONSULTANT, and/or CITY Performing in-field installaon quality audits of installaons, to include:
 Verificaon of correct installaon / check for leaks / check to verify meter pit lid fits correctly  Verificaon that installaon contractor performs install per specs established by CITY  Verificaon that installaon contractor is working safely  Vendor, CONSULTANT, and/or CITY data quality audits using install contractor’s work order portal, to include:
o Verificaon that meter was installed correctly and that the correct meter was installed at the property
o Verificaon of correct “out read”
o Review of “as le” photos to ensure work area was le in good condion

DELIVERABLES
 Installaon and Deployment Inspecon Plan
Phase 4: Proof of Concept, Installaon, and Deployment
Building on the Project Management, Soluons Architecture, Project Engineering, Data Management and Public Outreach tasks described in earlier phases along with the addional tasks introduced here, CONSULTANT, with direcon from the CITY, will guide the Project and Contractor through the Proof of Concept, Installaon and Deployment Phase ensuring the Contractor meets the installaon business process established in the Start-up Phase. CONSULTANT will support and report the Contractor’s key performance indicators.

Task 4.1: Fixed Network Deployment Support
In most AMI systems requiring an AMI network, deployment of that network precedes installaon of the meters and endpoints. Assuring that the network is properly deployed is an important step in the overall deployment effort. CONSULTANT will provide field support services during network deployment to support the installaon and implementaon of a fixed AMI Network Infrastructure system. CONSULTANT will oversee the selected network installaon contractor and represent CLIENT interests accordingly.

CONSULTANT will work with CLIENT and the network installaon contractor to develop the strategy and DocuSign Envelope ID: 492AB652-57C6-4FB9-BC94-17BC64139F12 B0785-0001\2824763v4.doc
28 processes to monitor procurement and receipt of network equipment as well as the installaon of the fixed AMI network infrastructure system.

Acvies will include:
 Network procurement and receipt oversight
 Site preparaon logiscs
 Monitor change to data collector site(s)
 Field installaon quality
 Observe installer acvies and performance
 Monitor installaon producon/schedule performance
 Verify & validate network communicaons to headend system

ASSUMPTIONS
 CONSULTANT has based our fee on the most current propagaon study that idenfied XX data collector sites.

DELIVERABLES
 Site development plan for each data collector site (*.doc)  Field network installaon report that will include at a minimum -site photos, equipment installed, issues encountered, correcve acon taken / changes from the original site development plan and corresponding dates (*.doc)
Task 4.2: Meter Deployment/Retrofit Management
The AMI project involves the installaon of thousands of properly configured meters and/or meter interface units (MIUs) as well as the careful coordinaon of the materials, labor, and data. To accomplish this scope, CONSULTANT has experse in meter configuraon, deployment planning and oversight to ensure the AMI meters and communicaons equipment are configured correctly and installed efficiently with minimum disrupon to exisng CITY systems and business processes.

Subtask 4.2.1: Meter Configuraon Support
To receive the proper data, alerts, and alarms from AMI meters, it is essenal that these meters are properly configured. CONSULTANT personnel have a thorough understanding of the different configuraon parameters available from the different meter and AMI vendors and works with both CITY Meter Shop personnel and vendors to assure that the meters and MIUs are configured properly. Documentaon of the configuraons are maintained in vendor provided soware and are verified for accuracy.

Once properly configured, the meters and MIUs can be ordered from the vendors. Upon receipt of ordered meters, CONSULTANT supports the first arcle tesng of those meters to verify that the configuraon specified is what is received. This tesng effort is part of the overall tesng process outlined in Task 8.

DELIVERABLES
 Support documentaon in meter vendor soware
Task 4.2.2: Meter Deployment Support
DocuSign Envelope ID: 492AB652-57C6-4FB9-BC94-17BC64139F12 B0785-0001\2824763v4.doc
29 CONSULTANT personnel have decades of experience working closely with AMI and Meter Installaon Vendor (MIV) contractors and even ulity crews through interacve workshops to present and refine the business processes, construcon, and labor standards necessary for effecve meter and MIU installaon.

CONSULTANT’s deployment experse includes the various logiscs and data management steps involved in adding a device on the AMI system from its manufacture or retrofit at the factory through delivery to the cross dock or depot, installaon in the field, provisioning on the communicaons network, and the iniaon of data transfer to the CIS for use in billing.

Once the overall deployment planning and logiscs are established for the complete AMI system installaon, the installaon process will begin. Installaon commences with the AMI network communicaons infrastructure (data collectors) prior to the AMI meters and modules. Based on the final deployment plan approved by the CITY, CONSULTANT will coordinate all subsequent work logiscs, material planning and ordering, and vendor direcon to ensure a smooth roll out of the system. Field Deployment SMEs will review and approve or provide recommendaons on data collector installaon.

CONSULTANT will also oversee endpoint installaon vendor acvies including daily route management; QA, controls, and validaon of all newly installed meters/MIUs; tracking and assessment of all meter and module related excepons encountered during installaon; review and connuous reporng to the CITY on the progress of installaons; and reporng on revisits required for appointment seng. CONSULTANT will act as an extension of the CITY in providing direcon to the vendors.

CONSULTANT will act as a liaison between the CITY and the installaon contractor to assist in the complaints process set forth by the CITY.

ASSUMPTIONS
 Field QA support will be provided by CONSULTANT during the tesng and full deployment phases.

CONSULTANT will work with the CITY to determine the ming and level of effort that correlates with the budget for this task.

DELIVERABLES
 Inspecon reports on verificaon of vendor work
Subtask 4.2.3: Full Deployment Data Quality Assurance Support To provide an addional layer of data quality control during the full deployment phase, CONSULTANT will perform data quality audits of meter exchanges/retrofits performed by the installaon contractor and the CITY. This task is limited to review of data and informaon produced by the installaon contractor and the CITY, and will include:
 Verifying that the correct meter (and meter number) was installed at the locaon  Verifying correct “out read”
 Reviewing “as le” photos to ensure work area was le in good condion Based on our experience with mulple AMI technology deployments, data QA support is front loaded and levels off once the installaon technicians develop familiarity with the system and the issues that they encounter in the field. As a result, CONSULTANT recommends a higher volume of data quality checks at the start of full deployment for the first three (3) months and tapering off over the remaining deployment period.

DocuSign Envelope ID: 492AB652-57C6-4FB9-BC94-17BC64139F12 B0785-0001\2824763v4.doc
30 CONSULTANT will document all issues idenfied and will work with the CITY to establish severity levels and the escalaon path to facilitate issue resoluon.

In addion to verifying data integrity, CONSULTANT will perform vendor invoice audits to ensure that the MIV’s invoices accurately reflect the meters installed in the field and registered on the network.

CONSULTANT will report the results of the invoice audits to the CITY and provide recommendaons on payment of invoices.

ASSUMPTIONS
 CONSULTANT will have access to the installaon contractor’s Work Order Management System, AMI Headend, and MDMS soware to perform all data QA acvies.  CONSULTANT will work with the CITY to determine the ming and level of effort that correlates with the budget for this task.

DELIVERABLES
 Bi-Weekly Data Quality Assurance Report (*.xlsx)
 Installaon invoice audit results and recommendaon
Task 4.3: Business Process Design
The transformave nature of AMI technology requires that ulies adjust work processes and rounes to realize benefits both internal and external to the organizaon. This task supports the need to design business processes to holiscally address people and processes when deploying new technology, an oenoverlooked requirement.

Building on work done in Phase 1 of the project of assessing the CITY’s business processes, CONSULTANT will lead the CITY through a series of workshops to baseline current state and develop future state business processes impacted by core AMI funconality. As part of this effort, the CONSULTANT team will work to idenfy redundancies in business processes as well as uncover potenal for streamlining processes. While some technology partners skim over specific recommendaons, CONSULTANT draws from past technology deployments and industry best pracces to guide the CITY toward making sound decisions for how to redesign processes, policies, and procedures related to an AMI program.

CONSULTANT ulizes best pracces to guide business process change that provides end-to-end process understanding, visibility, and control while ensuring effecve communicaon and engagement across an organizaon. This approach results in an opmal business design for the desired future state.

Subtask 4.3.1: Current State
CONSULTANT begins with a workshop to gain understanding of how CITY operaons currently funcon. By defining and documenng current business processes, CONSULTANT gains a clear understanding of the operaonal and organizaonal characteriscs of each business process. The team will work with the CITY to document current state business processes as part of cross-funconal workshops, which includes a designated session for each business process. Supporng materials and demonstraon of systems may be incorporated into the workshop agenda (for example, a walk-through of billing excepon reporng in the CIS).

DocuSign Envelope ID: 492AB652-57C6-4FB9-BC94-17BC64139F12 B0785-0001\2824763v4.doc
31 In addion to covering the step-by-step process itself, each session will also include ancillary discussions.

These discussions include key performance indicators (KPIs); policies associated with the process that may be impacted by AMI; daily system monitoring, and operaonal use of the various system reports that are used to support the process (manually generated or system-generated); potenal risks to the process in implemenng AMI; and opportunies for process improvement.

ASSUMPTIONS
 CONSULTANT has idenfied the following minimum core business processes that will comprise the current state workshops: Billing & Read Validaon; Customer Inquiry; Meter Exchange/Retrofit; Move-In/Move-Out; Non-Pay Disconnect/Reconnect; and System Events and Alerts.  CITY will idenfy pernent team members who are most appropriate to parcipate in discussion of process change, along with other key personnel for parcipaon in each workshop.

DELIVERABLES
 PowerPoint slides incorporang all CITY notes, decisions, and open items from workshop (*.ppt)  Finalized current state process diagrams (*.vsd)
Subtask 4.3.2: Conceptual Future State
The Conceptual Future State is the second of three (3) business process workshops that are planned for the development of the final business processes. This review of each business process will focus on the development of the future state, building upon what was developed in current state, and ulizing the new business applicaons (MDM system, AMI headend, and AMI meters, as applicable) and the interfaces that will be deployed (AMI/MDM, MDM/CIS, etc.). The ming is appropriate to assist the CITY in developing any new policies that will require review and approval.

In preparaon for the workshop, CONSULTANT will perform a thorough review of CITY service regulaons (or other appropriate documentaon) to determine which current policies may need to be updated/altered to beer align with AMI technology. In addion, CONSULTANT will discuss new policies that the CITY may need to create to successfully operate an AMI system, including opt-out, so-off, and remote disconnect policies, for example.

ASSUMPTIONS
 The processes covered in Future State #1 will be the same processes that were covered in Current State, excepng relevant sub-processes which will occur in the future but cannot be performed due to technological limitaons in the current state.

DELIVERABLES
 PowerPoint process slides incorporang all CITY business process decisions and workshop updates (*.ppt)
 Dra future state process diagrams (*.vsd)
 PowerPoint slides capturing notes from Policies discussion (*.ppt) Subtask 4.3.3: Final Future State
The Final Future State is the third of the three (3) business process workshops that are planned for the finalizaon of the business process flow diagrams and training materials. This final workshop will focus on addressing open items from earlier workshops; refining CITY decisions regarding new policies and DocuSign Envelope ID: 492AB652-57C6-4FB9-BC94-17BC64139F12 B0785-0001\2824763v4.doc
32 procedures; and incorporang any new informaon following vendor training and configuraon of systems. This iteraon serves to bring the process diagrams and supporng materials to a final state that can be ulized for future internal training acvity. This workshop will include me for demonstraon of acve (test or producon) systems related to core business processes.

The Final Future State workshop typically follows all CITY training to incorporate final design decisions into future state design.

ASSUMPTIONS
 Future State #2 builds upon the processes covered in Future State #1, thus the same processes and workshop sessions will be covered in this task

DELIVERABLES
 PowerPoint process slides incorporang all CITY business process decisions and workshop updates (*.ppt)
 Final future state process diagrams (*.vsd)
 PowerPoint slides capturing notes from Policies discussion (*.ppt) Subtask 4.3.4: Business Process Audit (Oponal)
Aer iniaon of the final future state business processes, CONSULTANT will review and audit the core business processes with the CITY to determine how well the processes are working in the live environment.

The audit will idenfy what, if any, adjustments are needed and provide insight into individual users’ performance. CONSULTANT will develop web forms to be used as test scripts to track each process audit.

These scripts are based on the final business process design documentaon and will be used by CONSULTANT to follow along with each process step as they are performed by CITY staff in a one-on-one, coaching format.

CONSULTANT will present our findings and (if relevant) updated final business process documentaon based on findings from the audit.

DELIVERABLES
 Raw audit results (*.xls or *.doc)
 Summary of key findings (*.ppt)
 Updates to future state process diagrams (*.vsd)
Subtask 4.3.5: Policy Review (Oponal)
In addion to the workshops held to develop the Future State business processes that illustrate impacts from the AMI deployment to the CITY’s exisng ulity service regulaons (or other appropriate documentaon), CONSULTANT will review CITY policies that may be impacted by the introducon of AMI technology. CONSULTANT will provide recommendaons on fees, policies, and procedures based on experience with other ulity clients and best pracces in the ulity industry. CONSULTANT will also idenfy non-AMI related policies that may require updates by the CITY. This task will be an iterave process with input from the CITY PM, legal team, and project sponsor.

DocuSign Envelope ID: 492AB652-57C6-4FB9-BC94-17BC64139F12 B0785-0001\2824763v4.doc
33 ASSUMPTIONS
 CONSULTANT will make all reasonable efforts to provide industry best pracces and accepted pracces when suggesng policies, but the suggeson of policies cannot be perceived as legal advice to the CITY; any decisions to update, modify, or otherwise change policies need to be approved by the CITY’s legal department.

DELIVERABLES
 Policy Impact Assessment (*.xls)
Subtask 4.3.6: Final AMI Operaonal Staffing Plan
CONSULTANT will revisit and update the AMI operaonal staffing plan during the implementaon phase of the project at the appropriate me. CONSULTANT will work with the CITY’s team to assess decisions previously made to ensure they sll serve CITY’s needs. CONSULTANT will focus this effort on post deployment system ownership, governance, and maintenance of AMI operaons. Specific skill sets, tasks, and me commitments by role type that were established in the dra plan will be reviewed and updated accordingly.

ASSUMPTIONS
 The AMI operaonal staffing plan is focused on the AMI project and future maintenance of the AMI program exclusively and is not intended to be a full CITY staffing plan.

DELIVERABLES
 Final AMI Operaonal Staffing Plan
Subtask 4.3.7: Business Process Training (Oponal)
To resolve potenal concerns when staff are impacted by process changes, CONSULTANT will lead training on the final Future State business processes. Process knowledge will be expanded beyond the core team that completed the process design work to all CITY staff involved in the day-to-day business processes.

CONSULTANT will lead a series of training workshops to ensure complete understanding of the new processes with an expanded focus that includes all CITY staff that require training. The workshops will be role- and department-driven, as opposed to the cross-funconal nature of the process development workshops. The focus of the training will be on ulizing the system(s) within the context of the newly designed business processes. Training sessions will incorporate role playing and exercises to build users’ comfort with using the new system(s). CONSULTANT will lead the training in conjuncon with the CITY process owner to further build the process ownership that was established during the business process workshops.

DELIVERABLES
 Training documentaon (*.ppt)
Phase 5: Close Out
Following the conclusion of the Proof of Concept, Installaon and Deployment Phase and prior to system responsibility transferring from the Contractor to the CITY, CONSULTANT will support project closure acvies and transion to providing post-implementaon support. To ensure that all project deliverables DocuSign Envelope ID: 492AB652-57C6-4FB9-BC94-17BC64139F12 B0785-0001\2824763v4.doc
34 have been performed, requirements have been sasfied, and project completeness is affirmed, CONSULTANT will execute the following project close out tasks:
 Performing vendor SOW validaon, including 1) confirming final system acceptance criteria have been sasfied and formal system acceptance by the CITY has been executed; 2) confirming the CITY’s receipt and formal approval of all project deliverables; 3) reviewing AMI system operaons manuals to ensure they are in as-built status; and 4) following up on warranty/deficiencies to ensure a path to resoluon
 Reviewing and confirming the status of all outstanding CITY acon items, including systems, integraon, business process, training, OCM, and field deployment acvies  Facilitang a lessons-learned discussion with the Project Team  Archiving project documentaon and assisng the CITY in developing an ongoing training plan that idenfies sessions and aendees
 Ensuring that all training materials previously created in Phase 4 – Proof of Concept, Installaon and Deployment are updated to reflect current business process  Developing a Project Summary Read-out, including Project summary, goals, and objecves; Project achievements; Original project scope and schedule against actual; and forecasted budget against actual spend; Lessons learned; and Next steps for the CITY (as idenfied through OCM tasks and by the CITY)
II. INFECTIOUS DISEASE
A. CONSULTANT shall be required to know and adhere to the California Occupational Safety and Health Act of 1973 (“CalOSHA”) COVID-19 Prevention Non-Emergency Regulations, the California Department of Public Health orders and all state, federal and local regulations regarding COVID-19 and other infectious diseases that may pose a risk to public health.

B. CONSULTANT shall advise employees who have any symptoms of COVID-19, the common cold, influenza or infectious disease not to report to work.

C. CONSULTANT shall notify their CITY Responsible Principal and the Risk Manager immediately upon learning that an employee who was working onsite at a CITY facility has been diagnosed with COVID-19 or any infectious disease.

For questions, please contact CITY’s Responsible Principal or Risk Management at 310-285-1073.

DocuSign Envelope ID: 492AB652-57C6-4FB9-BC94-17BC64139F12 B0785-0001\2824763v4.doc
35 EXHIBIT B

SCHEDULE OF PAYMENT AND RATES
(a) CITY shall compensate CONSULTANT for the performance of the services requried by the Agreement in a fixed labor fee of Seven Hundred Seventy Two Thousand, Four Hundred Fifty Two Dollars ($772,452). If additional services are needed as deemed necessary by the CITY, such as Organizational Change Management, an allowance of not to exceed Seventy Seven Thousand Five Hundred Forty Eight Dollars ($77,548) has been budgeted. The total budget of Eight Hundred Fifty Thousand Dollats ($850,000) is shown below in Table 1. As requested, CONSULTANT’s breakdown includes hours by task and by person, and the hourly fee for each person including fringe benefits, indirect costs, and profit. The table also identifies the percentage of the scope of work expected to be completed by each project team member.

Table 1: Pricing and Team Scope Percentage
Team Resource JW SC DR RR DS KT PN AJ EL
Hourly Rate $266 $256 $256 $186 $226 $236 $246 $226 $226 Phase Hours Fee Expenses Total Scope Percentage by Team Member Total Phase 1 - Project Design and
Planning 717 $171,952 $15,000 $186,952 0.50% 4.40% 1.40% 0% 4% 6.40% 3.60% 1% 2.50% 23.8% Phase 2 - Procurement 368 $87,188 $9,000 $96,188 0.20% 2.90% 1.20% 0% 7.90% 0% 0% 0% 0% 12.2% Phase 3 - Program
Management Start-Up 1,300 $312,520 $15,000 $327,520 2.60% 26.50% 0% 4.90% 0% 0% 9% 0% 0% 43.0% Phase 4 - Proof of Concept,
Installation and Deployment 608 $137,648 $16,500 $154,148 0% 0% 0.30% 0% 0% 0% 0% 8% 11.90% 20.2% Phase 5 - Project Close-Out 24 $6,144 $1,500 $7,644 0% 0.80% 0% 0% 0% 0% 0% 0% 0% 0.8% As-needed Services
(Allowance) TBD $77,548 TBD $77,548 TBD TBD TBD TBD TBD TBD TBD TBD TBD TBD Total 3017 $793,000 $57,000 $850,000 3.3 34.6 2.9 4.9 11.9 6.4 12.6 9 14.4 100% CONSULTANT has calculated the fee based on experience with several similar projects and understanding of the level of effort desired by CITY. CONSULTANT’s fee includes all services and deliverables described in the Scope of Work (Exhibit A). Some costs captured in a particular phase run over into subsequent phases. For example, Public Outreach is included in Phase 1 but continues through Phase 4. Similarly, Project Management, Solutions Architecture, Testing, Project Engineering, and Data Quality Management captured in Phase 3 continue into Phase 4 as well. (b) Reimbursable Expenses
Reimbursable expenses (e.g., travel) are expected to be approximately Fifty-Seven Thousand Dollars ($57,000) and will be submitted monthly for reimbursement on an actual and reasonable basis. There is no markup on these direct costs, and CONSULTANT does not charge for time spent traveling.

CONSULTANT will seek to minimize expenses through the use of government contractor rates, if available, and teleconferences whenever possible.

DocuSign Envelope ID: 492AB652-57C6-4FB9-BC94-17BC64139F12 B0785-0001\2824763v4.doc
36 (c) Assumptions
The following assumptions apply to this Scope of Work:
► CONSULTANT’s proposed fee to implement this Scope of Work is based on the timely start and timely completion of each proposed task as outlined in the project schedule provided herein. If an unforeseen delay in any proposed task(s) impacts the level of effort identified or exceeds the duration outlined in the proposed schedule, E Source reserves the right to develop a change order applicable to the additional services / level of effort required to complete the impacted task(s).
► Deliverable documents will be in Microsoft Office, including MS-Word, PowerPoint, Excel, MS-Project, Visio, and Adobe PDF.
► CITY will provide CONSULTANT with working space, network connections, infrastructure, administrative support, and other services and materials reasonably required to perform Project work while onsite at the City offices, if requested. ► CITY personnel will support workshops and meetings as needed. ► These rates and estimates are exclusive of taxes. Any required state, city, or local government taxes, fees, or business licenses costs will be invoiced at actual cost incurred. (d) Payment Terms
Payment terms are net thirty (30) days unless otherwise agreed upon.

CONSULTANT shall submit to CITY a detailed invoice, on a monthly basis or less frequently, for the services performed pursuant to this Agreement. Each invoice shall itemize the services rendered during the billing period and the amount due. Within 30 days of receipt of each invoice, CITY shall pay all undisputed amounts included on the invoice. CITY shall pay CONSULTANT said Consideration in accordance with the schedule of payment set forth in this Exhibit.

DocuSign Envelope ID: 492AB652-57C6-4FB9-BC94-17BC64139F12

EXHIBIT C
B0785-0001\2824763v4.doc

EXHIBIT C

CERTIFICATE OF INSURANCE
This is to certify that the following endorsement is part of the policy(ies) described below:

NAMED INSURED COMPANIES AFFORDING COVERAGE
A.

B.

ADDRESS C.

COMPANY
(A. B. C.) COVERAGE
POLICY
NUMBER

EXPIRATION
DATE
B.I. LIMITS
P.D.

AGGREGATE
AUTOMOBILE LIABILITY
GENERAL LIABILITY
PRODUCTS/COMPLETED

OPERATIONS
BLANKET CONTRACTUAL
CONSULTANT'S PROTECTIVE
PERSONAL INJURY
EXCESS LIABILITY
WORKERS' COMPENSATION

It is hereby understood and agreed that the City of Beverly Hills, its City Council and each member thereof and every officer and employee of the City shall be named as joint and several assureds with respect to claims arising out of the following project or agreement:

It is further agreed that the following indemnity agreement between the City of Beverly Hills and the named insured is covered under the policy: CONSULTANT agrees to indemnify, hold harmless and defend City, its City Council and each member thereof and every officer and employee of City from any and all liability or financial loss resulting from any suits, claims, losses or actions brought against and from all costs and expenses of litigation brought against City, its City Council and each member thereof and any officer or employee of City which results directly or indirectly from the wrongful or negligent actions of CONSULTANT's officers, employees, agents or others employed by CONSULTANT while engaged by CONSULTANT in the (performance of this agreement) construction of this project.

It is further agreed that the inclusion of more than one assured shall not operate to increase the limit of the company's liability and that insurer waives any right of contribution with insurance which may be available to the City of Beverly Hills.

In the event of cancellation or material change in the above coverage, the company will give 30 days written notice of cancellation or material change to the certificate holder.

Except to certify that the policy(ies) described above have the above endorsement attached, this certificate or verification of insurance is not an insurance policy and does not amend, extend or alter the coverage afforded by the policies listed herein.

Notwithstanding any requirement, term, or condition of any contract or other document with respect to which this certificate or verification of insurance may be issued or may pertain, the insurance afforded by the policies described herein is subject to all the terms, exclusions and conditions of such policies.

DATE: BY:

Authorized Insurance Representative
TITLE:

AGENCY: ADDRESS:

RM02.DOC REVISED 10/14/96.

DocuSign Envelope ID: 492AB652-57C6-4FB9-BC94-17BC64139F12 Certificate Of Completion
Envelope Id: 492AB65257C64FB9BC9417BC64139F12 Status: Sent Subject: Complete with DocuSign: E Source Companies, LLC - AMI Infrastructure and Meters Source Envelope:

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Certificate Pages: 3 Initials: 0 Erin Justus
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455 N. Rexford Drive
Beverly Hills, CA 90210
[email protected]
IP Address: 198.245.189.169
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7/11/2023 2:48:01 PM
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Sharon L'Heureux Dressel
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Sharon Dressel
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Shana E. Epstein
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Director of Public Works
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Logan Phillippo
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Real Property Development Manager
City of Beverly Hills
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