Attachment 1 - CC Agreement No. 2024-8 — Camarillo City Council, December 11, 2024

The following documents to the extent they are attached and incorporated by reference herein (“Attachments”) shall be read and construed as part of the Agreement. In the event of ambiguity or contradiction between different parts, precedence shall be given in the order listed: (i) Order Form(s); (ii) General Terms; and (iii) Statement(s) of Work, and (iv) any other Attachment(s).

VertexOne Master Agreement General Terms

1. VertexOne Responsibilities.

1.1 Provision of Services ; Access and Use. After the parties complete and execute one or more Order Forms, or Statement of Work, and subject to payment of all applicable fees , VertexOne will provide the Services to Client in accordance with the Agreement and hereby grants Client, during the Term, a non- exclusive, non- transferable right to access and use (and permit Authorized Users to access and use) the Software and Services solely for Client’s internal business purposes within the Territory and in the quantity specified in the applicable Order Form.

1.2 Compliance with Law. E ach party will comply with all laws and regulations applicable to its provision, receipt, or use of the Services, as applicable. Each Party will remain responsible for its own regulatory compliance. This Agreement is not intended to and shall not be deemed to delegate any regulatory requirement.

1.3 VertexOne shall promptly correct any defect or substitute Se rvices, Software, or products to achieve the functionality and benefits originally specified in the Order Form or Statement of Work. If VertexOne makes such correction or substitution, VertexOne shall have no further liability with respect to said defect(s).

2. Client Obligations.

2.1 Client will perform responsibilities and shall fulfill them with the necessary due care and skill within the timescales specified in this Agreement and any applicable Attachments, or if no timescales are specified, as instructed by VertexOne consistent with this Agreement. Client shall provide: (i) all timely and reasonable assistance to VertexOne as reasonably requested or required by VertexOne in order for VertexOne to be able to provide (and for Client to be able to receive) the Services, and (ii) all Internet and technology requirements required to access, connect to, and receive the VertexOne Services.

2.2 Restrictions on Use. Client shall not (directly or indirectly): (a) copy or reproduce the Software except as permitted under this Agreement; ( b) modify, reverse engineer or disassemble the Software or decompile, attempt to derive the source code or underlying ideas or algorithms of any part of the Software or use the Software for any competitive purpose; ( c) interfere with or disrupt the integrity or performance of the Software; (d) attempt to gain unauthorized access to

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the Software or its related systems or networks, or perform unauthorized penetrating testing on the Software.

3. Payment Terms.

3.1 Payment. VertexOne will invoice Client for the applicable fees and Services, as set forth in the Order Form and Statements of Work (“Fees”). Unless otherwise agreed upon in this Agreement, Client will pay VertexOne all invoiced amounts by thirty (30) days after receipt of the inv oice (the “Payment Due Date”). Client shall notify VertexOne of any disputed invoices within ten (10) days of receipt of the Invoice, and if such notice is not provided the invoice will be deemed accepted.

3.2 T axes. Client is responsible for paying all taxes associated with its purchases hereunder. If VertexOne has the legal obligation to pay or collect taxes, VertexOne will invoice Client and Client will pay that amount unless Client provides VertexOne with a valid tax exemption certificate authorized by the appropriate taxing authority.

3.3 O verdue Payments . If Client’s payment is overdue, then VertexOne shall be entitled but not obligated to suspend services due to delinquent payments, and any late payments shall be subject to an additional charge of the lesser of 1.5% per month or the maximum permitted by law.

3.4 Upon (a) any automatic extension of the Term or the Subscription End Date, or (b) use of the Software beyond the Term or Subscription End Date, VertexOne shall apply a twenty- five percent (25%) increase to the Fees and may in its sole discretion add new ch arges (including charges to account for increases or decreases in transaction volume). If Client has agreed to a renewal (in an Order Form or Statement of Work) before the automatic extension date, Subscription End Date, or the first day of the hold-over period, the relevant Order Form or Statement of Work associated with such renewal shall prevail. Client understands that pricing is contingent on timely renewal and failure to timely renew requires VertexOne to allocate resources in a manner that incurs add itional cost. If a renewal is agreed after the extension or hold-over period, no refund or credit against future fees will be given.

4. Intellectual Property.

4.1 Intellectual Property Rights. Except as expressly described in the Agreement , Order Form, or Statement of Work, the Agreement does not grant either party any rights, implied or otherwise, to the other’s content or Intellectual Property. As between the parties, Client retains all Intellectual Property Rights in Client Data, and VertexOne retains all Intellectual Property Rights in the VertexOne data, Services and Software.

4.2 C lient Data . Client hereby grants VertexOne the limited, non-exclusive right to view and use the Client Data solely for the purpose of providing the Services hereunder in the Territory .

VertexOne will maintain commercially reasonable administrative, physical, and technical safeguards for protection of the security, confidentiality, and integrity of Client’s Data. Those safeguards will include, but will not be limited to, measures for preventing access, use, modification, or disclosure of Client Data by VertexOne personnel except (a) to provide the Services and prevent or address service or technical problems, (b) as compelled by law in accordance with this Agreement, or (c) as Client expressly permits in writing.

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4.3 Deliverables and Derivatives. Client acknowledges that as between Client and VertexOne, VertexOne shall retain ownership of all Intellectual Property Rights in and to deliverables hereunder and the derivative works (whether independently or jointly conceived), this shall include all Software and Services delivered through the Change Management Process, regardless of whether or not incorporated in any Software, and Client shall acquire no right or interest in the same. Notwithstanding this Section, each Order Form or Statement of Work may specifically identify work for hire as defined under the U.S. Copyright Act.

4.4 Third-Party Materials. The Software and Services may include Third-Party Materials subject to their respective licenses and terms and conditions as indicated in the Attachments, where applicable; and VertexOne shall not be liable to Client for any liabilities arising therefrom.

4.5 Aggregated Data; Feedback . Client hereby gives its permission to VertexOne to (i) use any feedback or suggestions received by VertexOne from Client or Authorized Users, and (ii) to use and disclose, on an anonymous and/or aggregated basis , any data pertaining to Client end customers, including without limitation derivative data and data combined with the data of other utilities, for purposes of project evaluation and any research, product development, marketing, or other legitimate business purposes. This Section shall survive any termination or expiration of the Agreement.

5. Confidentiality.

5.1 Use and Disclosure of Confidential Information. The Recipient will only use the Disclosing Party’s Confidential Information to exercise its rights and fulfill its obligations under the Agreement, and will use reasonable care to protect against the disclosure of the Disclosing Party’s Confidential Info rmation. Notwithstanding any other provision in the Agreement, the Recipient may disclose the Disclosing Party’s Confidential Information (a) to its Personnel and Delegates who have a need to know and who are bound by confidentiality obligations at least as protective as those in this Section 5 (Confidentiality); (b) with the Disclosing Party’s consent; or (c) as strictly necessary to comply with law, provided the Recipient promptly notifies the Disclosing Party prior to such disclosure, unless (i) the Recipient is legally prohibited from doing so. The Recipient will comply with the Disclosing Party’s reasonable requests to oppose disclosure of its Confidential Information. Notwithstanding the above, the Recipient must comply with the California Public Records Act.

6. Marketing and Publicity. Client agrees that VertexOne may identify Client as a customer and use Client’s logo and trademark on VertexOne’s marketing materials.

7. Representations and Warranties.

Each party warrants, represents, and covenants that: it has the full capacity and authority to enter into and to perform this Agreement, this Agreement is executed by a duly authorized representative of that party; and there are no actions, suits, or proceedings or regulatory investigations pending or to that party’s knowledge, threatened against or affecting that party before any statutory or regulatory authority which is permitted by statute to issue rules and regulations in the United States (the “C ompetent Authority”) that might affect the ability of that party to meet and carry out its obligations under this Agreement. Except for any warranties specifically identified in this Agreement, both parties agree that the warranties set out in this section are in lieu of and exclude all other terms. EXCEPT AS EXPRESSLY PROVIDED IN THIS

SECTION, THERE ARE NO OTHER EXPRESS WARRANTIES OR REPRESENTATIONS, AND

THERE ARE NO IMPLIED WARRANTIES OR REPRESENTATIONS, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

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8. Indemnification.

8.1 VertexOne Indemnification Obligations. Subject to the Liability Cap in Section 9.1(b) (Limited Liabilities), VertexOne will defend Client and its Affiliates participating under the Agreement (“Client Indemnified Parties”), and indemnify them against approved settlements or any finally awarded cost or damages (“Indemnified Liabilities ”) in any formal legal proceeding, claim, demand, action, or investigation initiated by an unaffiliated third party before a court or government tribunal (including any appellate proceeding) (a “Third-Party Legal Proceeding”) to the extent arising from an allegation that the Client Indemnified Parties’ use of VertexOne - provided Software or Services (hereinafter the “VertexOne Indemnified Materials”) infringes the third party’s Intellectual Property Rights.

8.2 C
lient Indemnification Obligations . Subject to the Liability Cap in Section 9.1(b) (Limited Liabilities), Client will defend VertexOne and its Affiliates and indemnify them against Indemnified Liabilities in any Third- Party Legal Proceeding to the extent arising from (a) an allegation that the VertexOne Indemnified Party’s use of a ny Client Data or any other Client - provided materials (hereinafter the “Client Indemnified Materials”) infringes the third party’s Intellectual Property Rights; (b) any losses, damages, costs or expenses and other liabilities (including reasonable legal fees) (the “Losses”) suffered by or claims made against VertexOne as a result of Client’s misuse of the Services; and (c) any Losses arising out of or relating to Client Data.

8.3 I
ndemnification Exclusions . Sections 8.1 (VertexOne Indemnification Obligations) and 8.2 (Client Indemnification Obligations) will not apply to the extent the underlying allegation arises from (a) the indemnified party’s breach of the Agreement or (b) the gross negligence or willful misconduct, in each case of the other party or their agents. Moreover, Section 8.1 (VertexOne Indemnification Obligations) will not apply in the event that a claim arises from or relates to: (a) any modification, alteration or conversion of the VertexOne Indemnified Materials no t created or approved in writing by VertexOne; (b) any combination or use of the VertexOne Indemnified Materials with any computer, hardware, software, data or service not required by the Documentation or this Agreement ; ( c) or VertexOne’s compliance with specifications, requirements or requests of Client.

8.4 I
ndemnification Conditions . Sections 8.1 (VertexOne Indemnification Obligations) and 8.2 (Client Indemnification Obligations) are conditioned on the following:
(a) The indemnified party must promptly notify the indemnifying party in writing of any allegation(s) and cooperate reasonably with the indemnifying party to resolve the allegation(s).
(b) The indemnified party must tender sole control of the indemnified portion of the Third-Party Legal Proceeding to the indemnifying party, subject to the following: (i) the indemnified party may appoint its own non- controlling counsel, at its own expense; and (ii) any settlement, will require the indemnified party’s prior written consent.

8.5 Remedies.
(a) If VertexOne reasonably believes the Services might infringe a third party’s Intellectual Property Rights, then VertexOne will, at its sole option and expense, (i) procure the right for Client to continue using the Services, (ii) modify the Services to make them non-infringing

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without materially reducing their functionality, or (iii) replace the Services with a non- infringing, functionally equivalent alternative.
(b) If VertexOne does not believe the remedies in Section 8.5(a) are commercially reasonable, then VertexOne may disable access to or use of the Services or components of the Services or terminate the impacted Services.
(c) The provisions contained in Section 8.1 and this Subsection 8.5 are the Client’s sole and exclusive remedy for any alleged infringement by VertexOne of a third party’s Intellectual Property Rights.

9. Liability.

9.1 Limited Liabilities.
(a) SUBJECT TO SECTION 9.2 (UNLIMITED LIABILITIES), NEITHER PARTY WILL

HAVE ANY LIABILITY ARISING OUT OF OR RELATING TO THE AGREEMENT

FOR ANY
(i) INCIDENTAL, INDIRECT, EXEMPLARY, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES; OR
(ii) LOST REVENUES, PROFITS, SAVINGS, DATA, CAPITAL, LOSSES BY

REASON OF COST OF CAPITAL, OR GOODWILL,

EVEN IF SUCH DAMAGES WERE FORESEEABLE OR A PARTY WAS ADVISED OF

THE POSSIBILITY OF SUCH DAMAGES, AND REGARDLESS OF THE LEGAL OR EQUITABLE PRINCIPLE ON WHICH THE CLAIM IS BASED.
(b) Each party’s total aggregate Liability for damages arising out of or relating to the Agreement is limited to two (2) times the amount of th e Fees that Client paid under the applicable Services Order, Order Form, or Statement of Work during the 12-month period before the event giving rise to Liability (the “Liability Cap”).

9.2 Unlimited Liabilities. Nothing in the Agreement excludes or limits either party’s Liability for:
(a) its gross negligence; (b ) its fraud or fraudulent misrepresentation; (c) its breach caused or contributed to by of any licenses granted by VertexOne; or (d) its payment obligations under the Agreement.

10. Term and Termination.

10.1 Agreement Term. The Agreement is effective from the date of the last party’s signature of the General Terms (the “Effective Date”) until it expires or is terminated in accordance with its terms (the “Term”).

10.2 T ermination for Breach.
(a) Termination of an Order Form or Statement of Work. Either party may terminate an Order Form, or Statement of Work if the other party is in material breach of the applicable Order Form, or Statement of Work and fails to cure that breach within 30 days after receipt of written notice. Payments following termination by Client for VertexOne’s uncured material

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breach of an Order Form, or Statement of Work will be governed by Section 10.3.2 or the terms of the applicable Order Form, or Statement of Work. (b) Termination of the Agreement. Either party may terminate this Agreement if the other party (i) is in material breach of the Agreement and fails to cure that breach within 30 days after receipt of written notice, or has submitted a plan for cure of breach accepted in writing by the non-breaching party within such 30 day period (ii) ceases its business operations, or (iii) becomes subject to insolvency proceedings and such proceedings are not dismissed within 90 days.

10.3 Termination for Convenience.

Client may terminate this Agreement for convenience, without cause, upon 120 days' written notice. In the event of early termination by Client, VertexOne shall be paid for services rendered to the date of termination plus Liquidated Damages. The Liquidated Damages shall equal twenty-four (24) months of Fees.

10.4 Effects of Termination.

10.4.1 In the event of expiration or termination of this Agreement for any reason, each party shall return to the other party (as applicable) any assets, equipment, Software, data, documentation, information, and other material of whatever kind and in whatever form belonging to the other party which it has no legal right to retain.

10.4.2 In the event of expiration or termination of this Agreement for any reason, Client shall pay to VertexOne all unpaid Fees and any other sums due under this Agreement in accordance with the payment terms expressed in this Agreement. Such payment shall not prejudice all other rights each party may have against the other.

10.4.3 Expiration or termination of this Agreement for any reason shall not affect the rights and liabilities subsisting at the date of such termination or expiration, or any Order Forms or Statement of Work intended to apply and/or to continue in force after expiration or termination.

11. Miscellaneous.

11.1 Assignment Neither party may assign this Agreement or any of its rights and obligations under this Agreement without the prior consent of the other party which consent shall not be unreasonably delayed, withheld or conditioned; provided, however, that either party may assign or delegate its rights and obligations under this Agreement, in whole or in part, without the other party’s consent to (i) an Affiliate, or (ii) to an entity that acquires all or substantially all of the assets of such party or which is the successor in a merger or acquisition involving such party.

11.2 Su
b -Contractors and Other Personnel

11.2.1 VertexOne shall be entitled to subcontract any part of its rights or obligations under this Agreement without Client’s prior consent to any Affiliate or third party provided that it remains liable for the acts and omissions of such Affiliate or third party as if they were its own. Client acknowledges that, and consents to, some of the Services being delivered by VertexOne through other companies in VertexOne.

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11.2.2 Client is and shall remain liable for the acts of omissions of Client Personnel in connection with this Agreement as if they were Client’s own.

11.3 Force Majeure. Other than obligations to make payments when due, neither party will be liable for failure or delay in performance of its obligations to the extent caused by circumstances beyond its reasonable control, including acts of God, natural disasters, terrorism, riots, or war (a “Force Majeure Event”). If there is a Force Majeure Event, then the excused party will promptly provide written notice to the other party and will use commercially reasonable efforts to recommence performance.

11.4 I
nsurance. VertexOne shall maintain in force for the Term the following insurance policies with reputable insurance companies to cover its relevant potential liabilities in connection with this Agreement:

11.4.1 Commercial General Liability Insurance issued on a standard ISO Commercial General Liability policy form (CG 0001) or its equivalent in an amount of at least one million dollars ($1,000,000) per occurrence and two million dollars ($2,000,000) in the aggregate; and

11.4.2 Professional Liability Insurance including errors, omissions, and cyber coverage in an amount of at least five million dollars ($5,000,000) per claim; and

11.4.3 Automobile Liability Insurance including hired and non-owned vehicles in an amount of at least one million dollars ($1,000,000) per accident; and

11.4.4 Worker’s compensation insurance in such form, and in such amounts, as may be required by law from time to time.

11.5 No Agency. VertexOne is an independent contractor and shall not be considered an officer, agent, or employee of Client.

11.6 No Waiver. Neither party will be treated as having waived any rights by not exercising (or delaying the exercise of) any rights under the Agreement.

11.7 S everability . If any part of the Agreement is invalid, illegal, or unenforceable, the rest of the Agreement will remain in effect.

11.8 N o Third- Party Beneficiaries. The Agreement does not confer any rights or benefits to any third party unless it expressly states that it does.

11.9 D ispute Resolution Procedure. The parties will attempt in good faith to resolve within 30 days any dispute or claim arising out of or in relation to this Agreement before filing a formal legal proceeding before a court or government tribunal. Nothing in this Section (Dispute Resolution Procedure) shall prevent either party from instigating immediate legal proceedings to avoid irreparable damage or to preserve the status quo.

11.10 N
otice; Governing Law. Notices shall be given to each party at their respective addresses as first stated in the preamble of this Agreement. All Notices will be in writing and will be deemed to have been duly given (a) three (3) days after being sent by registered or certified mail, return receipt requested and postage prepaid; or, (b) one (1) day after deposit with a nationally recognized overnight delivery or express courier service. This Agreement shall be governed by

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the laws of the State of Texas without regard to choice or conflicts of law rules, and to the exclusive jurisdiction of the applicable courts of Dallas County with respect to any dispute, claim, action, suit or proceeding (including non-contractual disputes or claims) arising out of or in connection with this Agreement.

11.11 Entire Agreement. The Agreement states all terms agreed between the parties and supersedes any prior or contemporaneous agreements between the parties relating to the subject matter of the Agreement. In entering into the Agreement, neither party has relied on, and neither party will have any right or remedy based on, any statement, representation, or warranty (whether made negligently or innocently), except those expressly described in the Agreement. Any amendment to this Agreement shall be in writing.

11.12 C ounterparts. The parties may execute the Agreement in counterparts, including facsimile, PDF, and other electronic copies, which taken together will constitute one instrument.

11.13 Affiliates: Notwithstanding any provision of this Master Agreement to the contrary, either Party may enter into an Order Form or Statement of Work using an Affiliate of the named Party to this Agreement, and terms of this MSA shall incorporate automatically by reference.

12. Definitions.
“Affiliate” means any entity that directly or indirectly Control s, is Controlled by, or is under common Control with that entity, and shall include any such entity that meets such test whether before or after the Effective Date.

Control means control of greater than 50% of the voting rights or equity interests of a party. “Applicable Law ” means any applicable law, statute, regulation, rule, notice, judgment, order, instruction or award of any court or other Competent Authority and any applicable official request or requirement with which either or both of the parties is or are legally required to comply, in each case as amended from time to time. “Authorized Users” means employees, agents, consultants, contractors, or vendors authorized by Client to use the Software, subject to the terms and conditions of this Agreement. “Client Data” means any data (including any Client Personal Data as defined in any applicable Order Form ), contained in documents, text, drawings, diagrams, images , messages (together with any database made up of any of those), embodied in any medium, that are supplied to VertexOne by or on behalf of Client, or which VertexOne is required to generate, process, store or transmit pursuant to this Agreement , or any data that is initiated or authorized by the Client.
“Confidential Information” means any business, technical, or other information that one party or its Affiliates, or the Recipient’s employees, Affiliates, agents, or professional advisors (the “ Delegates”) of such party or its Affiliates (“Disclosing Party”) discloses to the other party or its Affiliates, or the Delegates of such party or its Affiliates (“Recipient”) under the Agreement, and that is marked as confidential or would normally be considered confidential information under the circumstances. Confidential Information does not include information that is independently developed by the recipient, is shared with the recipient by a third party without confidentiality obligations or is or becomes public through no fault of the recipient. “Indemnified Materials ” means the products, information, and materials provided by either the Client or VertexOne under this Agreement.
“Intellectual Property Right(s)” means all copyrights and other intellectual property rights, however arising and in any media whether or not registered, including copyright, patents, trademarks, service marks, trade names, registered and unregistered designs, trade secrets, any applications for the protection or regis tration of those rights, and renewals and extensions of those rights, throughout the world

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“Liability” means any liability, whether under contract, tort (including negligence), or otherwise, regardless of whether foreseeable or contemplated by the parties.
“Liquidated Damages” refers to the financial compensation that the Client is obligated to pay to VertexOne in the event of Termination for Convenience.
“Order Form” means an ordering document specifying the Services to be provided hereunder that is entered into between VertexOne and Client or any of VertexOne’s Affiliates, including any addenda , attachments, schedules, and supplements thereto.
“Personnel” mean all employees, agents, consultants, or subcontractors of VertexOne or Client, as applicable. “Services” has the meaning described in the applicable Order Forms, Statement of Work, or Attachments. “Software” means any web-based or offline software application that is provided by VertexOne. “Statement(s) of Work” means an Attachment that contains a description of applicable Software or Services to be provided by VertexOne to Client, as well as any milestones, deliverables, and Client obligations. “Territory” means the United States and Canada, or any other jurisdiction identified in the Order Form. “Third-Party Materials” means any software programs or services that are made available by third parties that are provided to Client under this Agreement.
“URL” means a uniform resource locator address to a site on the internet and includes any general terms arising from a URL mentioned in this Agreement, an Attachment, Order Form, or Statement of Work. [Signature page directly follows.]

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IN WITNESS WHEREOF, this Agreement is hereby executed to be effective as of the Effective Date. November 13, 2024
VERTEXONE: CITY OF CAMARILLO, CALIFORNIA:

By:
________________________________________
By:
_________________________________________
Name:
________________________________________
Name:
_________________________________________
Title:
________________________________________
Title:
_________________________________________
Date:
______________________________________
Date:
_________________________________________
Greg Ramirez
City Manager

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1 Project Summary
VertexOne will provide services typically utilized to implement all Software and Services described within this SOW for CLIENT. VertexOne will be responsible for implementing and the on going support of the VertexOne Software as part of this SOW between VertexOne and CLIENT.

2 Definitions
Definitions can be found in the Agreement, unless otherwise defined in this document.

3 VertexOne Software Functionality

3.1 VertexOne Digital Functionality
• The following modules will be implemented:
o VertexOne Digital Base
o VXengage
o VXsmart Analytics for Water

• Legacy Customer Self Service (CSS) user profiles will be migrated from Click2Gov using VertexOne standard interface. Migrated users will be able to login using one-time password reset.

VertexOne is providing VertexOne Digital as a SaaS solution. CLIENT agrees to implement the software in its current state, as designed and functioning as of the effective date of this agreement. Additionally, CLIENT acknowledges that the functionality, features and design of the software may evolve over time as part of ongoing improvements and updates.

4 Implementation
The sections below describe the project phases, steps, and responsibilities for the implementation.

4.1 Implementation Schedule
The Milestone Schedule below depicts the high-level schedule phases, and associated durations.

The Project Start Date is contingent upon VertexOne receiving a fully executed Statement of Work (SOW). Project shall begin at the end of August 2025.

A detailed Implementation Schedule that will serve as the schedule baseline will be approved before the end of the Prepare phase. Changes to the detailed Implementation Schedule, and requisite cost adjustments, will be handled by the Change Management Process.

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4.2 Key Implementation Activities, Deliverables and Responsibilities The diagram below depicts the deliverables and responsibilities for each phase of the VertexOne implementation project. Any changes to deliverables or responsibilities will be handled through the Change Management Process.

Phase Deliverables Responsibilities
Foundation • CIS APIs for
VXengage
• VertexOne iPaaS
Middleware
Deployment
• CIS System API
Documentation
and Sandbox
• Data File Extracts
for VXsmart
• VXsmart
Kickstarter Data
Template
• iFrame Integration
for Payment
Gateway
• Product Guides
• Preliminary
Implementation
Schedule
• SOW with 3rd party
vendors
VertexOne
• Provide VXengage CIS API Specification
• Deploy the VertexOne iPaaS middleware mapping
the VXengage CIS APIs per the specifications to the
APIs provided by the CIS System
• Provide VXsmart Data File Specification
• Conduct Data Call with CLIENT to go over VXsmart
Data Specification file and next steps
• Conduct review session of VXsmart Kickstarter Data
Templates to go over required sample data and next
steps.
• Provide Base Product Guides
• Provide and review Preliminary Implementation
Schedule
• Create CLIENT instance
• Create risks, issues, action items and key decisions
RAID log

CLIENT
• Provide input to VertexOne to map CIS APIs for
VXengage
• Provide API documentation and sandbox
environment for mapping and testing integration for
VXengage CIS APIs to the CIS system
• Provide endpoints for APIs for VXengage
• Develop Data File Extracts for VXsmart according to
the file specifications provided
• Review Product Guides to prepare for configuration
workshop
• Send initial Data Extracts for VXsmart to review
• Develop API for View Bill and provide endpoint to
VertexOne
• Develop standard iFrame integration for Payment
Gateway and provide URL to VertexOne
• Execute SOW with 3rd party vendors
Prepare • Deployment Kickoff
• Detailed
Implementation
Schedule
• RAID Log
VertexOne
• Finalize Detailed Implementation Schedule
• Conduct 60-minute online Deployment Kickoff
meeting to orient CLIENT staff involved in the
Program.
• Setup weekly status meetings

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CLIENT
• Provide input into Detailed Implementation Schedule
including activities and timing from 3rd party vendors
• Allocate resources from each functional group that
will be involved with the setup/use and invite them to
the deployment kickoff meeting and workshops
• Return populated VXsmart Kickstarter Data
Templates to VertexOne to load.
• Coordinate technical discussions with any 3rd Party
vendors as needed
Explore • Configuration
Workbook
• VXsmart Kickstart
Data Load
• VXsmart Data Quality
Review
• VXengage APIs
• Endpoints for
Standard Integrations
• SFTP credentials for
Standard Integrations
• User Migration Extract
• Configuration
workshops
• Weekly Status
Meetings
VertexOne
• Validate CIS APIs for VXengage developed by
CLIENT
• Conduct VXsmart Data Quality Review to provide
feedback on VXsmart Data Extracts – once files are
approved by VertexOne, bi-weekly review calls will be
scheduled to review data completeness & accuracy of
the VXsmart Data Extract Files
• Load VXsmart Kickstart Data populated by CLIENT
• Conduct configuration workshops to demonstrate the
solution, ascertain solution fit, identify gaps
• Walkthrough Configuration Workbook that will be
used to gather configuration requirements for the
solution
• Conduct Weekly Status Meetings

CLIENT
• Attend configuration workshops
• Update and approve Configuration Workbook with
information required to configure the solution
• Develop standard application integrations with
VertexOne Digital Software and provide endpoints or
sftp credentials as applicable
• Develop and provide user migration extract from
Click2Gov
Realize • VertexOne Digital
Solution Configuration
• Standard Integrations
with VertexOne Digital
Solution
• UAT Test Plan
• UAT Test Scripts
• UAT Test
Environment
• Communications
Letter Templates
• Online Forms
• Unit, Functional and
System Integration
Testing
• System Integration
Testing Defect Log
VertexOne
• Configure the VertexOne Digital Solution per the
Configuration Workbook and VertexOne Digital
Functional Requirements
• Implement the Standard Integrations with the
VertexOne Digital Solution for the external
applications in scope
• Provide Baseline UAT Test Scripts to CLIENT
• Setup the UAT Test Environment
• Conduct Unit, Functional and System Integration
Testing to validate the end-to-end solution is ready for

CLIENT UAT
• Onboard Client Success Team
• Finalize batch schedules

CLIENT
• Prepare the UAT Test Plan

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PROPRIETARY AND CONFIDENTIAL - This document and the information contained herein is Confidential and Proprietary, contains VertexOne trade secrets, and is not for use by or disclosure to anyone except VertexOne, its affiliates and authorized representatives, and CLIENT, except under written agreement between the parties, or as otherwise required by law.
20240916
• Customer
communications plan
• Production
Operations
• Setup UAT Test Scripts
• Setup Communications Letter Templates
• Setup Online Forms
• Coordinate System Integration Testing with 3rd Party
providers
• Prepare Customer Communications Plan
Deploy • Core Team Training
Demo
• User Acceptance
Testing
• UAT Signoff
• End-User Training
• Production
Operations
• End-User Training
Guide
• Customer
Communications
• Cutover Plan
• Cutover Go/No Go
Decision
• Operational
Readiness
• Cutover & Go-Live
VertexOne
• Conduct Core Team Training Demo to prepare
CLIENT for user acceptance testing
• Perform defect resolution for User Acceptance
Testing
• Setup Production Operations for maintaining the
solution in the production environment
• Conduct knowledge transfer and review ongoing
support workflow with CLIENT
• Develop End User Training Plan remotely for up to 2
groups of CLIENT staff
• Develop the Cutover Plan with the detailed step-by-
step activities for cutover & go-live
• Prepare the internal Operational Readiness
Document for VertexOne operations
• Execute Cutover

CLIENT
• Conduct User Acceptance Testing and provide UAT
Signoff
• Execute the Customer Communication Plan
• Attend end-user training per the training plan.
• Setup Production Operations for maintaining the
solution in the production environment
• Provide input, participate in review sessions and
approve Cutover Plan. CLIENT’s 3rd party providers
will be required to provide detailed cutover tasks,
attend review sessions and execute cutover tasks per
the cutover plan
• Provide Go/No Go Decisions for cutover and for go-
live
Stabilization • Stabilization
• Transition to CLIENT
Success
• Customer Letters,
Leak Alerts and other
Notifications
VertexOne
• Provide continuous monitoring and support during
Stabilization period and ensure a smooth transition to
production operations
• Send Customer Letters, Leak Alerts and other
notifications as needed
• Transition to CLIENT Success Team for ongoing
support

CLIENT
• Customer Portal open for registration

4.3 Information Management
All project documents related to the implementation project will be managed in a Sharepoint document repository hosted by VertexOne. The Sharepoint document repository will maintain versioning of

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Other than standard documentation, VertexOne will deliver one complete draft version of each deliverable for Client review, and one final version of the deliverable with Client comments addressed.

The VertexOne standard documentation includes the following • Product Guides
• Baseline Test Cases
• User Guides for Training
• Support Workflow
• Operational Readiness Document

4.4 Implementation Scope
CLIENT and VertexOne understand the Project scope and agree to communicate and adhere to that scope, thus setting proper expectations with the Project team, stakeholders, and management.

The column titled Included in Scope in Exhibit B - Camarillo Digital Functional Scope will determine the functionality that is in scope and are defined below:
o Yes – functionality will be enabled during the Project. o No – functionality will not be enabled during the initial Project.

Functionality can be enabled following Functionality Sign-Off of the initial project. Enablement of these requirements will be handled via the Change Management Process.

4.4.1 Ancillary Portals Scope
As part of the scope described, VertexOne will implement the standard functionality for the following Ancillary Portals that are listed as in scope.
o Yes – functionality will be enabled during the Project. o No – functionality will not be enabled during the initial Project.

Ancillary Portal In Scope
Agency Portal No
Contractor Portal No
Landlord Portal No
Real Estate Portal No
Title Portal No

4.4.2 Integrations Scope
As part of the scope described, VertexOne will implement the standard integrations developed by CLIENT between the VertexOne Digital Software and the external applications listed below . Integrations must adhere to VertexOne standards.

Unless otherwise specified, all integrations will adhere to VertexOne standards.

Name Description Vendor Type Interface
Freq
Interface
Direction
CIS APIs APIs provided by the customer
information system for
VXengage integration
Navaline API N/A N/A

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PROPRIETARY AND CONFIDENTIAL - This document and the information contained herein is Confidential and Proprietary, contains VertexOne trade secrets, and is not for use by or disclosure to anyone except VertexOne, its affiliates and authorized representatives, and CLIENT, except under written agreement between the parties, or as otherwise required by law.
20240916
VXsmart
Residence /
Account
Data load of Residence/Account
information for accounts
Navaline File Daily One-way
from
Vendor
VXsmart
Billed
Consumption
Data Load of the ongoing billed
consumption that will be sent to
VXsmart and would typically
include the most recent billed
period or a look back of 1 or 2
periods
Navaline File Daily One-way
from
Vendor
VXsmart
Historical
Consumption
One time data load of billed
consumption history file that
containing 2-5 years of billed
consumption history for all active
and inactive accounts
Navaline File One-time One-way
from
Vendor
VXsmart
Meter Map
Data load that maps meters to
accounts
Navaline File Daily One-way
from
vendor
VXsmart AMI
Interval
Reads
Data load of consumption data
from AMI meters at 1 hour
intervals
Neptune File Daily One-way
from
vendor
iFrame
Integration
for Payments
iFrame integration for submitting
guest and customer payments
Paymentus iFrame N/A N/A
View Bill API provided by Infosend to
display .pdf image of customer
bill
Infosend API N/A N/A
Ad Hoc
Print/Mail
File based integration to send
.pdf and .ctl files to vendor to
print/mail ad hoc
communications
Navaline File On
Demand
One-way
from
VertexOne
Legacy
Migration File
One-time file load of customer
profiles being migrated from
Legacy system
Click2Gov File One-time One-way
from Vendor

4.4.3 iPaaS Middleware Deployment
As part of the scope described, VertexOne will deploy VertexOne iPaaS middleware to support the following integrations listed as in scope below.
o Yes – functionality will be enabled during the Project. o Yes – functionality will not be enabled during the Initial Project.

VertexOne
Middleware
In Scope
Map Standard
VXengage APIs
VertexOne will utilize the VertexOne iPaaS software for CIS integration with VXengage standard API’s. CLIENT shall provide support, API documentation and sandbox environment for mapping and testing VXengage API integration.

Yes
Map Standard
View Bill API
VertexOne will utilize the VertexOne iPaaS software for standard view bill integration to display .pdf images of bill.

Yes

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VertexOne iPaaS middleware deployment must be included in the contracted services to map VXengage APIs.

4.4.4 End-User Training
VertexOne will provide CLIENT staff with remote training for 2 groups over an 8-day period to understand the features and functionality of the Customer Portal, Management Portal and Utility Analytics Dashboard using VertexOne standard training documents. This training will consist of the following:

4.4.4.1 VXengage – Customer Service Training (up to 2.5 hours) Customer Service Training includes a hands-on session focused on meeting the needs of staff who respond to customer calls and inquiries. The Training will cover topics in the following areas:
o Assisting customers in registering/creating a new Customer Portal Profile. o Understanding the key self-service features of the Customer Portal and how to help customers navigate the Portal.
o Mastering administrative tasks for the Customer Portal including changing passwords, resetting login attempts, and deleting profiles.

4.4.4.2 VXengage – Management Portal Training (up to 3 hours) Management Portal Training includes a hands-on session focused on meeting the needs of management staff who create and send customer communications such as: broadcast messages, emails, promotional campaigns, online forms, etc. The Training will cover topics in the following areas:
o Content Management
o Creating, managing, and sending Broadcast Messages & Promotional Campaigns o Building Online Forms
o Communications Reporting and Statistics
o Managing Customer Documents
o Administrative Tasks: Modifying & Adding User Profiles and Groups.

4.4.4.3 VXsmart – Analytics Training (up to 3 hours)
VXsmart Analytics Training includes a hands-on session focused on meeting the needs of staff who can benefit from an in-depth understanding of customers’ real-time consumption and leak detection data. Users can analyze this data to improve business processes and reduce costs. The Training will cover topics in the following areas:
o Navigating the VXsmart Dashboard to understand consumption data for their customer base.
o Viewing Consumption and Leak Reports to identify opportunities to educate customers of best usage practices.
o Managing Leak Detection Thresholds and Alerts (if applicable). o Reviewing usage history, daily usage, and seasonal trends including possible causational factors.

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4.5 Implementation Sign-Off
Within 2 weeks following go-live, VertexOne will transition the solution to Client Success and initiate the support plan consistent with the terms of the SaaS agreement. Provided there are no open P1 issues, the Implementation Project, this Statement of Work and Attachments will be formally closed with CLIENT and VertexOne.

4.6 Scope Change
CLIENT agrees that any modifications that impact the scope, schedule, cost or staffing as outlined and agreed upon within this Statement of Work and its supporting documentation will be subject to the Change Management Process, which may result in additional costs.

4.7 Change Management Process
VertexOne and CLIENT will follow the Change Management Process provided as Exhibit A to this Agreement. During the project, any CLIENT requested changes to the features and functionality of the product will be subject to product review and approval and if accepted, scheduled within the product roadmap for future delivery.

4.8 Travel
If CLIENT and VertexOne determine it is needed to be on-site for activities, expenses will be billed based on actual costs incurred and will comply with VertexOne Policy for travel.

VertexOne has documented success in delivering implementations using a distributed delivery model which requires less onsite presence.

5 SaaS Services

5.1 Hosting
The Hosted Services provided by VertexOne to CLIENT will consist of the following configured Software components and services, as more particularly described in this SOW, the Order Form, and the Agreement:
• VertexOne Software set forth in the Order Form
• Configuration of the Software as required under Section 3 of this SOW • Hosting of the Software
• Application management services
• Disaster recovery and business continuity services

The Hosted Services are provided using a Software as a Service (“SaaS”) software delivery method that provides access to the Software and its functions remotely as a web-based service. In order for VertexOne to provide the Hosted Services in compliance with the Service Levels, VertexOne will perform the following functions:

Page 9 of 18 ends

X
2 Maintain and administer server Operating System (OS)
configuration, maintain level of OS components (e.g.,
patches, service packs, upgrades) according to reasonable standards following the Change Management Process,
troubleshoot and support server OS.

X
3 Maintain and administer software/application configuration, maintain level of software/application with current, new, and updated components (e.g., patches, service packs,
upgrades) according to reasonable standards following the Change Management Process, troubleshoot and support
software/application.

X
4 Monitor, manage, and report on the performance of the SaaS environment.

X
Backup Recovery and Management
5 Schedule, perform and monitor daily incremental backups and weekly full back-ups. Tested and verified successful backups monthly.

X
6 Perform data restore / data recovery, and application recovery as required. Tested and verified successful
annually.

X
7 Manage and support the backup hardware library platforms X 8 Maintain and support backup subsystem software
components on servers (e.g., patches and software
upgrades)
X
9 Coordinate off-site storage functions (authorization lists, audits, etc.)
X
10 Maintain and manage a Disaster Recovery Plan X
Performance and Capacity Management

Page 10 of 18 ends

X
Database Management
14 Manage and administer the database environment. X
15 Maintain and administer the database and object
configuration, manage utilization and capacity of the
database according to reasonable standards following the Change Management Process, troubleshoot and support the Database.

X
16 Receive and evaluate manufacturer provided database
management system (DBMS) patches, updates, upgrades,
and prioritize as appropriate for implementation within documented severity time frames following the Change
Management Process.

X
17 Perform database object and software tuning X
Security Services
18 Implement security administration requests in accordance with approved processes.

X
19 Perform user moves, adds, changes, and deletions per approved processes
X
20 Administer VertexOne Software application security (i.e., end user authorization files, database security ids, forms).

X
21 Report security incidents within 48 hours of any validated security breach.

X
22 Maintain and support firewall subsystem software
components (e.g., patches and software upgrades).

X
23 Monitor virus/security alerts and vulnerabilities from manufacturers and determine appropriate action per
procedure. Ensure antivirus software is updated as new
releases are issued.

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X
Network Management
25 Perform 24x7x365 monitoring of the Local Area Network (LAN) for the SaaS environment for satisfactory operation.

X
26 Notification to designated CLIENT representative(s) of service interruption
X
27 Wide Area Network (WAN) Connectivity (if desired) into VertexOne Data Center
X

5.2 VertexOne Software Support
The VertexOne Software will operate on CLIENT’s own instance of the Hosted Services Solution and VertexOne will manage, monitor, and support CLIENT’s instance of the Software.

VertexOne resources will provide application management services remotely. Should onsite services be required, travel will be invoiced according to the Order Form.

The following describes the services provided under Application Support

5.2.1 Incident Management
When an Incident occurs within the Software, CLIENT is required to report the incident to VertexOne.

Resolution of Incident is included within the Hosted Services. Incident resolution priorities will be allocated in accordance with the Incident Priority Table set forth in this SOW. CLIENT will be responsible for resolving Incidents that arise from issues with CLIENT’s data or deficiencies in CLIENT’s end-user training.

The following levels of support apply to incident management.

5.2.2 CLIENT Responsibilities for Reporting Incident(s) When an end-user has a problem, a designated CLIENT resource or a subject matter expert reviews and determines if there is an issue. If an issue is confirmed, a ticket is logged.

The table below details specific tasks and responsibilities associated with incident management.

# Incident Management Responsibility
CLIENT VertexOne
1 Identify application incident (performance, bug, system generated error message)
X X
1a Identify application incident at the functional level X 2 Log user identified incident, including assigning initial severity
X

Page 12 of 18 ends

X
5 Follow VertexOne Change Control process as described
in Exhibit A
X X
6 Resolve application defects (code and configuration fixes) X 8 Resolve technical interface issues X X
9 Resolve system performance issue X X
10 Resolve data errors1 X X
10a CLIENT owns the data and is responsible for data
corrections.

X
10b Resolve data errors caused by programmatic issues
within the VertexOne solution.

X
11 Address end user errors X
1 CLIENT owns the data and is responsible for any data correction. VertexOne can assist if a ticket is created, and CLIENT requests help for mass data correction. If CLIENT’s action caused data error, then VertexOne assistance is billable.

5.2.3 Change Requests
Changes to the VertexOne solution requested by CLIENT will result in VertexOne creating a Change Request and both parties following the Change Management Process as defined in Exhibit A.

5.2.4 Business Support
VertexOne will maintain and support functionality of the Software to facilitate effective daily business operations.

CLIENT is responsible for data integrity, working and resolving exceptions and confirming system changes performed by VertexOne before they are moved into the Production Environment.

Support Overview
▪ Production support begins after the end of the Stabilization period. ▪ Standard Client Support is provided during normal business hours; M-F 8:00 am - 5:00 pm CT excluding US holidays.
▪ VertexOne Service Desk is available 24x7 for major incidents. (system slowness or outages). In the event of an emergency, CLIENT are requested to call the VertexOne Service Desk, 1-800- 605-1313.
▪ Client shall have a named Client Success Manager (CSM) who shall serve as main point of contact and serve as the escalation path for CLEINT
▪ VertexOne provides an Online web portal tool for CLIENTs to log Support requests and view ticket updates. Tickets are managed during normal business hours. ▪ Weekend assistance must be scheduled in advance and is billable on an hourly basis.

VertexOne maintains technical currency of the hosted environment and the application. This includes applying periodic infrastructure refreshes and product releases. VertexOne will notify CLIENT in advance of any infrastructure refreshes and product releases, unless otherwise specifically agreed upon by VertexOne and CLIENT.

Product releases involve applying product code to CLIENT’s test environment where CLIENT can perform testing. VertexOne will provide release notes for each Release. Release notes will be emailed and/or

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The table below further defines business support functions responsibilities that are included as Hosted Services.
# Function CLIENT VertexOne
1 Manage, monitor and support VertexOne solution X
2 Manage, monitor, interfaces to/from the Software and
the Hosted Services environment.

X
3 Oversight and management of CLIENT internal systems
and 3rd Party systems which interface to the Hosted
Services environment
X
4 Manage, monitor, support Batch Processing X X
5 Update to User Security Role X
6 Update to User Security Group Permissions X
Manage and resolve application, transactional exceptions X 10 Follow the VertexOne Change Management Process as
described in Exhibit A.

X X
11 Log Service Requests for configuration changes and
support tasks
X
12 Complete requested configuration changes and support tasks
X
13 Test and/or validate on configuration changes and
approve for Production Environment
X X
16 Acceptance testing of Product releases X
16a Perform Annual PCI Security Assessment X
16b Perform Annual SOC I Type 2 Audit X
17 Management of VertexOne Digital templates1 X

5.3 Outage and Disaster Recovery Services
VertexOne develops and maintains a standard DR Plan for each product and performs an annual Disaster Recovery test to validate the procedures. This DR Plan documents the strategies, personnel, procedures, and resources that will be used to respond to any major outage or long-term business interruption due to a service interruption or declared disaster.

VertexOne provides the following key performance indicator (KPI) targets related to Outages. These KPIs are intended as the operational targets.

KPI KPI Definition KPI Target
Recovery Time Objective
(RTO)
Target time for full capacity
system recovery of VertexOne
hosted solutions.
< 4 hours
Recovery Point Objective
(RPO)
Target age of restoration data
backup.
< 1 hour

6 Incident Priority Definitions
VertexOne shall provide the Hosted Services in accordance with the following guidelines:

Page 14 of 18 ends

Severity Impact Definition Response
Objectives
Update
Frequency
Priority 1 Emergency
Business is not operational with significant
performance issues, financial impact, and/or
number of customers impacted.

Specifically, critical business function cannot be
performed, a key component is unavailable or is
materially nonfunctional. There is no immediate
work-around.

Goes to top of work queue and is top priority until
resolved.

Technician
Response
Time </ = 1
hour

1 Hour
Priority 2 High
Business is operational but with degraded
performance, major financial impact, and/or
customer impact.

Specifically, a critical business function is partially functional, or is functional via a work-around at a
limited capacity or has a defect that creates
errors or anomalous results to customers and/or
financials.

Technician
Response
Time </= 4
business hours

4 Business
Hours
Priority 3 Medium
Business is operational but with either reduced
performance, minor financial impact, and/or
customer impact.

Specifically, a business function has a slight
restriction of function of a non-critical nature, or a
workaround is required to maintain normal
operations, or a function has a defect which
creates errors or anomalous results.

Technician
Response
Time < 1
business day

When work
starts and
upon
completion
Priority 4 Low
The component is fully functional and may only
contain a cosmetic flaw, a misspelled or cryptic
message, or a documented misinterpretation of
functionality.

Target
Response
Time < 48
business hours

When work
starts and
upon
completion
Priority 5 Task or Change Request
Request for change of a new service, feature, or
hardware
Target
Response
Time < 3
business days
When work
starts and
upon
completion
Response Objectives: Measured as the time from which an incident was assigned to VertexOne in the ticketing system until the incident was assigned and work on incident has commenced, as indicated by status on the incident.

Update Frequency: Frequency with which VertexOne communicates updates to CLIENT contact person.

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VertexOne shall provide the Hosted Services in accordance with the following Service Levels:

7.1 Service Level Agreements Reporting
VertexOne will provide CLIENTs with a dashboard for online viewing of monthly SLA’s. CLIENT Success Managers review and discuss any SLA concerns during Operational meetings.

In the event that VertexOne misses the same Service Levels, listed in Section 7 for three (3) or more months in a 6-month period, which is defined as a Service Level Event, VertexOne shall credit Client 5% of the Subscription Fees for each month in which VertexOne missed the Service Levels associated with the Service Level Event, unless the Service failure is primarily attributable to (a) the acts or omissions of Client and/or a Client’s Representatives or (b) the failure of Client equipment or systems.

8 Assumptions
This statement of work is based on the following assumptions. Any changes to these assumptions may result in changes to the project schedule, timelines, costs, etc. Any such change will be brought to the attention of the steering committee and as applicable, the Change Management process. ## Assumption
Service
Level #
Service Level Service Level Metric
1 SaaS/Application
Availability

99.5% This metric measures the availability of the
Service. This measurement is calculated as
the total uptime of the Service excluding
Scheduled Down- time and Disaster
scenarios, divided by the total number of
minutes in the reporting period, expressed as
a percentage.
2 Incident Technician
Average Response
Time
Priority 1 (P1)
Average of P1s
</= 1 hour

This metric measures the technician response
time to a P1 incident. This measurement is
calculated as the average of P1 incidents
during the reporting period in which they were
responded to within the defined response
time.
3 Incident Technician
Average Response
Time
Priority 2 (P2)
Average of P2s
</= 4 business
hours
This metric measures the technician response
time to a P2 incident. This measurement is
calculated as the average of P2 incidents
during the reporting period in which they were
responded to within the defined response
time.

Page 16 of 18 ends

1. VertexOne does not communicate directly with CLIENT’S customers. CLIENT maintains responsibility to provide its customers with support for customer inquiries and technical assistance.

2. CLIENT is responsible for providing VertexOne key program inputs and CLIENT dependencies including account information, regular feeds of meter data, and logos and contact information.

3. Any required travel and expenses related to the services specified in this SOW will be passed through to CLIENT as per agreed upon travel policies. All such travel will be pre- approved by CLIENT.

4. CLIENT and VertexOne agree to complete this process in a timely manner. CLIENT should provide responses to VertexOne no more than five (5) business days from when initial materials are provided to CLIENT.

5. CLIENT will provide a project team, including subject matter experts with knowledge of CLIENT’s internal business processes, and will integrate their activities with our project plan.

Should a core team member leave the project, CLIENT is responsible for providing training to new team members.

6. CLIENT shall designate a Data contact who is responsible for providing any required data.

7. Any resource constraints either from CLIENT or any other 3rd party vendors that result in changes to the project timelines will be addressed via the Change Management Process.

8. Unless otherwise stated in this Statement of Work, CLIENT is responsible for User Acceptance Testing.

9. Requests for training beyond the scope of this Statement of Work is subject to additional costs.

10. CLIENT will manage 3rd party vendor relationships, including the execution of contracts necessary to meet timelines, where the vendor is contracted through CLIENT

11. Any changes either from CLIENT or any other 3rd party vendors that result in changes to the project timeline, scope and cost will be addressed via the Change Management Process.

12. CLIENT will adhere to standard deliverables in standard composed document formats and specifications. Requests for changes will be evaluated for feasibility and addressed through the Change Management Process.

13. Content and design of all materials are subject to change over time, as VertexOne Digital incorporates new features.

14. CLIENT agrees to follow VertexOne’s Release Strategy. Minor Releases are planned in sprints and must be taken at a minimum once per quarter. Major Releases to be implemented per VertexOne’s guidelines for each Major Release.

15. CLIENT is responsible for providing any network connectivity from CLIENT to the VertexOne data center.

16. CLIENT will provide IT resource to establish network connectivity to the VertexOne solutions.

17. Changes to the VertexOne SaaS product that is generally available will follow the Change Management Process and Release process. Requests that are approved will be added to the VertexOne Software roadmap.

18. VertexOne’s Implementation relies on utilizing VertexOne Best Practices. Deviation from Best Practices may result in additional project scope which will be managed via the Change Management process.

19. VertexOne will provide VertexOne standard API specifications and technical assistance needed for CLIENT and 3rd party integration.

20. VertexOne assumes CLIENT and/or CLIENT’s 3rd Party Vendors will meet VertexOne Software standard file layouts and APIs for integrations. Unless otherwise stated in the Statement of Work, if CLIENT and/or CLIENT’S 3rd Party Vendors cannot meet the VertexOne Software standard APIs, VertexOne can assist with the integration to these external systems, via the Change Management Process.

21. VertexOne and CLIENT will agree to find workaround solutions that address gaps vs adding additional functionality that increases project scope and cost.

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22. Integration with applications other than those specified in this SOW will be addressed through the Change Management Process.

23. VertexOne provides CLIENT with private key access to a secure FTP destination for regular delivery of the data. CLIENT agrees to send data only through this secure channel, or by having VertexOne pull data from a secure server maintained by CLIENT or CLIENT 3rd party vendor.

24. Changes to VertexOne SaaS product will follow the Product Development Lifecycle

25. CLIENT is responsible for providing any network connectivity from CLIENT to the VertexOne Software.

26. Any audit requests by CLIENT will follow the Change Management Process, and all associated costs with any audits requested by CLIENT will be managed following the Change Management Process.

VertexOne Digital

27. VertexOne shall deliver a user acceptance testing (UAT) and a separate production (PROD) environment. Once deployed, the environments will be available throughout the duration of the project and for the duration of the contract

28. VertexOne will support browsers that stay above a 3% market share. (i.e., GS.Statcounter)

29. End User views of interval data is dependent on the intervals CLIENT can provide VertexOne.

30. For features that require API integration, CLIENT is responsible to provide Integrations that meet the VertexOne Digital standard APIs. VertexOne will provide the VertexOne Digital standard APIs during project kickoff.

31. CLIENT is responsible to ensure Third Party Vendor for Bill Presentment Integration will meet VertexOne’s standard Integration requirements for PDF.

32. CLIENT is responsible to ensure Third Party Vendor for Bill Payment has all the functionality necessary to process payments in testing and production environments

33. The implementation of VertexOne Digital supports the ability to provide print ready documents to CLIENT’s print vendor. VertexOne pricing does not include the cost of printing and postage for documents sent to CLIENT print vendor by VXengage.

34. Communications sent by VertexOne are delivered in the language that the template is configured. VertexOne does not provide translation functionality for outbound communications.

35. The migration/import of any historical electronic document images will incur a one-time document archival load fee based on the volume of documents to upload, size of the documents, and retention period. This fee will be addressed through the Change Management Process once the full scope of the historical migration has been defined.

36. VertexOne provides the ability to initiate outbound SMS messaging by submitting the request to Twilio. If CLIENT desires a different SMS processor, the effort for integrating to your SMS provider will need to be reviewed by VertexOne via the Change Management Process.

37. VertexOne provides the ability to initiate or automate, outbound dialer calls through Twilio. If CLIENT desires a different outbound dialer solution, the effort for integrating to your dialer provider will need to be reviewed by VertexOne via the Change Management Process.

38. Integrations of VertexOne Digital Software with external applications other than those specified in the Scope of this Statement of Work will be addressed through the Change Management Process.

39. Should CLIENT implement new data management systems after the first initialization process, which require VertexOne to re-onboard new file structures or map historical identifiers (e.g., customers, accounts, premises, service points), VertexOne assesses an additional one-time fee upon receipt of first test files from the new system; this will follow the Change Management Process.

40. VertexOne communications to the end customer will be distributed from the United States (this includes all email, and SMS,).

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41. VertexOne will configure up to 7 forms for CLIENT that will collect information that will be provided to CLIENT for manual processing.
3rd Party Licenses

42. CLIENT is responsible for all Google Licenses to provide the VertexOne Digital functionality that is in scope. The following are the Licenses and APIs needed from Google:
a. Maps Embed API
b. Maps JavaScripts API
c. Geocoding API
d. Translate

43. CLIENT is responsible for the license for Geocod.io in order to provide additional mapping functionality provided in VertexOne Digital.

VertexOne Digital – Outage Functionality

44. With the Gold Service Level for Outage, CLIENT is responsible for the creation, update, and deactivation of Outages in VertexOne Digital. If CLIENT would like automated Outage integration, CLIENT may upgrade to the Platinum Service Level via the Change Management Process.

45. To utilize the Outage Functionality, CLIENT must procure the licenses described in Assumptions under 3rd Party Licenses.

Chatbot

46. The available feature and related configuration options for VertexOne Digital chatbot will be based upon the general functionality and availability of the solution upon Go-Live.

47. CLIENT shall be responsible for all User Acceptance for the VertexOne Digital chatbot.

Camarillo City CouncilDecember 11, 2024

Camarillo City Council
December 11, 2024