Sacramento City Council
October 15, 2024

City of Sacramento
City Council - 2PM Report
915 I Street Sacramento, CA 95814
www.cityofsacramento.org
File ID: 2024-01654 10/15/2024 Consent Item 20.

Agreement: Department of Utilities Customer Information and Utility Billing System Upgrade [Published for 10-day Review on 10/04/2024]
File ID: 2024-1654
Location: Citywide
Recommendation: Pass a Motion authorizing the City Manager or City Manager’s designee to 1) execute a professional service agreement with Utility Solutions Partner, LLC to provide upgrade and implementation services for the Department of Utilities Customer Information and Utility Billing System for an amount not to exceed $1,170,000.

Contact: Charles Lei, IT Supervisor, (916) 808-8584, [email protected]; Rong Liu, IT Manager, (916) 808-1979, [email protected]; Cassy Vaioleti, Program Specialist, (916) 808- 8047, [email protected]; Darin Arcolino, Chief Information Officer, (916) 808-0403, [email protected]; Information Technology Department Presenter: None
Attachments:
1-Description/Analysis
2-Agreement
Description/Analysis
Issue Detail: The Department of Utilities (DOU) and Public Works provide services such as water, wastewater, storm drainage, and solid waste to around 150,000 households. The DOU customer information system and utility billing system, Oracle’s Customer Care & Billing (CC&B), is used to manage approximately a million service agreements, collect over $30 million in monthly revenue, and interface with the City's other critical systems, including finance, revenue, work order systems, and 311. The current version of the CC&B application was implemented in 2019. This version will no longer receive service support after May 2025, necessitating an upgrade to take advantage of new technology, reduce security risks, streamline processes, minimize customizations, increase interoperability and integration, reduce support costs, enhance customer satisfaction, improve Departmental flexibility, and leverage industry best practices. The City expects the system upgrade to improve operational efficiencies and supportability, offering an upgrade path, bug fixes, additional functions, integration opportunities, and reduced security risks specifically designed for the utility

File ID: 2024-01654 10/15/2024 Consent Item 20.
industry.

Policy Considerations: The requested action is in conformance with City Code Chapter 3.64 and in accordance with the goals, objectives, initiatives and operating principles of the City’s Digital Strategy.

The Sacramento City Code Section 4.04.020 and the City Council Rules of Procedure (Chapter 7, Section E.2.d) mandate that unless waived by a 2/3 vote of the City Council, all labor agreements, and all agreements greater than $1,000,000 shall be made available to the public at least ten (10) days prior to City Council action. This item was published for 10-day review on October 4, 2024, incompliance with the City Code.

Economic Impacts: California Environmental Quality Act (CEQA): The report concerns administrative activities that will not have a significant effect on the environment and is exempt from CEQA review [CEQA Guidelines Sections 15061(b)(3); 15378(b)(2)].

Environmental Considerations: Not applicable.

Sustainability: Not applicable.

Commission/Committee Action: Not applicable.

Rationale for Recommendation: The current CC&B application version will reach the end of its support in May 2025. Without the upgrades, the system will be vulnerable to security risks. In addition, application downtime disrupts business continuity and will impact the city’s essential business operations and financials. A failure of this system would result in the Department’s inability to manage customers and bill for services securely and effectively. The upgrade will improve the Department’s ability to serve its residential and commercial customers, give customers more choices and flexibility, enhance Department accountability and transparency, and provide a secure and reliable system to ensure the City’s ability to respond quickly to future change.

Financial Considerations: The proposed professional services agreement is for an amount not-to- exceed $1,170,000. Sufficient funding exists in the DOU IT Program (Z14170100) to award the agreement. There are no General Funds allocated or planned for this project.

Local Business Enterprise (LBE): Utility Solutions Partners, LLC is not an LBE.

PROFESSIONAL SERVICES AGREEMENT Form Approved by City Attorney 1-30-2024 Page 1 of 3 CONTRACT #: PRC003220CONTRACT NAME:DOU CC&B Oracle Upgrade and ImplementationCONTRACT PROJECT #: Z14170100DEPARTMENT: Information Technology DIVISION: DOU Support Service SystemsCITY OF SACRAMENTOPROFESSIONAL SERVICES AGREEMENT*THIS CONTRACT(“Contract” or “Agreement”) is made at Sacramento, California, by and between the CITY OF SACRAMENTO, a charter city and municipal corporation (“CITY”), andUtility Solutions Partners, LLC80 M Street SE, Ste 02-262 Washington, D.C. 20003 (“CONTRACTOR”), as of the Effective Date, as defined below. The City and CONTRACTOR agree as follows: 1. Effective Date. This Contract shall be effective beginning October 15, 2024. 2. Contract Documents. All exhibits and documents attached or referred to in this Contract are incorporated as if set forth herein, Including Exhibit A (titled “Scope of Services”) and Exhibit B (titled “Payment”). If there is a conflict between the terms and conditions of any document prepared or provided by the CONTRACTOR and made a part of this Contract and the other terms or conditions of the Contract, the other terms and conditions of the Contract control. 3. Services. Subject to the terms and conditions set forth in this Contract, CONTRACTOR shall provide to CITY the services described in Exhibit A (“Services”). CONTRACTOR will not be compensated for services outside the scope of Exhibit A (“Additional Services”) unless, before providing Additional Services: (a) CONTRACTOR notifies CITY and CITY agrees that the Additional Services are outside the scope of Exhibit A; (b) CONTRACTOR estimates the additional compensation required for these Additional Services; and (c) CITY, after notice, approves in writing a Supplemental Contract specifying the Additional Services and the amount of additional compensation to be paid CONTRACTOR. CITY will have no obligations whatsoever under this Contract or any Supplemental Contract, unless and until this Contract or any Supplemental Contract is approved by the City as required ___________________________ * This form is to be used for all professional services, except services performed by architects, landscape-architects, professional engineers, or professional land surveyors, or services related to a construction project.

PROFESSIONAL SERVICES AGREEMENT Form Approved by City Attorney 1-30-2024 Page 2 of 3 by the Sacramento City Code. As used in this Contract, the term “Services” includes both Services and Additional Services as applicable.4. Payment.CITY shall pay CONTRACTOR at the times and in the manner set forth in Exhibit B. CONTRACTOR shall submit all invoices to CITY in the manner specified in Exhibit B. 5. Facilities and Equipment. Except as set forth below, CONTRACTOR shall, at its sole cost and expense, furnish all facilities and equipment required for CONTRACTOR to perform this Contract. CITY shall furnish to CONTRACTOR only the facilities and equipment listed below, if any. City shall provide desks and meeting room access for up to four CONTRACTOR resources when on-site as required 6. Insurance. CONTRACTOR shall, at its sole cost and expense, maintain the insurance coverage described in the attached Exhibit C. 7. General Conditions. CONTRACTOR shall comply with the terms and conditions set forth in the attached Exhibit D. 8. Additional Requirements for Surveying, Material Testing, and Inspection Services. If this Contract includes any land surveying, material testing, or inspection services provided for a CITYconstruction project, during the design, pre-construction, construction, or post-construction phases of the project, the CONTRACTOR and any subcontractor or subconsultant performing any such services shall comply with the provisions specified in Exhibit E.9. Non-Discrimination in Employee Benefits. This Contract may be subject to Sacramento CityCode chapter 3.54, Non- Discrimination in Employee Benefits by CITY contractors. A summary of the requirements, entitled "Requirements of the Non-Discrimination in Employee BenefitsCode (Equal Benefits Ordinance),” can be viewed at: https://www.cityofsacramento.org/Finance/Procurement/Contract-Ordinances. CONTRACTOR acknowledges and represents that CONTRACTOR has read and understands therequirements and shall fully comply with all applicable requirements of Sacramento City Code chapter 3.54. If requested by CITY, CONTRACTOR shall promptly provide any documents and information required by CITY to verify CONTRACTOR's compliance.CONTRACTOR's violation of Sacramento City Code chapter 3.54 constitutes a material breachof this Contract, for which the CITY may terminate the Contract and pursue all available legaland equitable remedies.10. Considering Criminal Conviction Information in the Employment Application Process.This Contract may be subject to the requirements of Sacramento City Code chapter 3.62, Procedures for Considering Criminal Conviction Information in the Employment Application Process. A summary of the requirements, entitled “Ban-The-Box Requirements,” can be viewed at: https://www.cityofsacramento.org/Finance/Procurement/Contract-Ordinances.

PROFESSIONAL SERVICES AGREEMENT Form Approved by City Attorney 1-30-2024 Page 3 of 3 The Ban-The-Box Requirements are applicable to certain contracts with the CITY in an amountof $250,000 or more (either initial value or total value after amendment) or if the total value of all CONTRACTOR's contracts with the City is $250,000 or more over a 12-month period. CONTRACTOR acknowledges and represents that CONTRACTOR has read and understands these requirements and shall fully comply with all applicable requirements of Sacramento City Codechapter 3.62. If requested by CITY, CONTRACTOR shall promptly provide any documents and information required by CITY to verify CONTRACTOR's compliance. CONTRACTOR shall require applicable subcontractors to fully comply with all applicable requirements of Sacramento City Code chapter 3.62 and include these requirements in all subcontracts covered by Sacramento City Code chapter 3.62. CONTRACTOR'S violation of Sacramento City Code chapter 3.62 constitutes a material breach of this Contract, for which the CITY may terminate the Contract and pursue all available legal andequitable remedies. 11. Local Business Enterprise Program. The Local Business Enterprise Program ParticipationRequirements ("LBE Participation Requirements") may be applicable to this Contract. A summary of the requirements, entitled "LBE Participation Requirements," can be viewed at: https://www.cityofsacramento.org/Finance/Procurement/Contract-Ordinances. CONTRACTOR acknowledges and represents that CONTRACTOR has read and understands these requirements and shall fully comply with all applicable requirements of Sacramento City Code chapter 3.60. If requested by CITY, CONTRACTOR shall promptly provide any documents andinformation required by CITY to verify CONTRACTOR's compliance. CONTRACTOR shall requireapplicable subcontractors to fully comply with all applicable requirements of Sacramento City Code chapter 3.60 and include these requirements in all subcontracts covered by Sacramento City Code chapter 3.60. CONTRACTOR's violation of Sacramento City Code chapter 3.60 constitutes a material breach of this Contract, for which the CITY may terminate the Contract and pursue all available legal and equitable remedies. 12. Authority. The person signing this Contract for CONTRACTOR represents and warrants that he or she has read, understands, and agrees to all the Contract terms and is fully authorized to sign this Contract on behalf of the CONTRACTOR and to bind the CONTRACTOR to the performance of the Contract’s obligations. [Signatures Page Following Exhibits] PROFESSIONAL SERVICES AGREEMENT Form Approved by City Attorney 1-30-2024 Exhibit A - Page 1 of 2 EXHIBIT ASCOPE OF SERVICES 1. Representatives. The CITY Representative for this Agreement is: Charles Liu, IT Supervisor City of Sacramento/Dept of Utilities 1395 35thAveSacramento, CA [email protected] CONTRACTOR Representative for this Agreement is: Nonna Horton, Regional Vice PresidentUtility Solutions Partners, LLC80 M Street SE, Ste 02-262Washington, D.C. 20003 Unless otherwise provided in this Contract, all CONTRACTOR questions and correspondencepertaining to this Contract must be addressed to the CITY Representative. All CITY questions and correspondence must be addressed to the CONTRACTOR Representative. 2. Scope of Services.CONTRACTOR shall provide Services to CITY as set forth in Attachment 1 to this Exhibit A.3. Time of Performance. The Services described in this Contract shall be provided for the term specified in Attachment 1 to t Exhibit A. CONTRACTOR shall provide the Services in accordance with any schedule in Attachment 1 to this Exhibit A. 4. Conflict of Interest Requirements. The individual(s) who will provide Services pursuant to this Contract are “Consultants” within the meaning of the Political Reform Act and the CITY’S Conflict of Interest Code. ____ yes __X__ no [check one] CONTRACTOR shall cause the following to occur within 30 days after execution of this Contract: (A) Identify the individuals who will provide Services or perform Work under this Contract as "Consultants"; and (B) Cause these individuals to file with the City Representative the "assuming office" statements of economic interests required by the CITY’S Conflict of Interest Code.

PROFESSIONAL SERVICES AGREEMENT Form Approved by City Attorney 1-30-2024 Exhibit A - Page 2 of 2 Thereafter, throughout the term of the Contract, CONTRACTOR shall cause these individuals to file with the CITY Representative annual statements of economic interests and "leaving office" statements of economic interests, as required by the CITY’S Conflict of Interest Code. The CITYmay withhold all or a portion of any payment due under this Contract or impose fines on the individuals until all required statements are filed.

PROFESSIONAL SERVICES AGREEMENT Form Approved by City Attorney 1-30-2024 Exhibit B - Page 1 of 2 EXHIBIT BPAYMENT 1. CONTRACTOR’s Compensation. The total of all fees paid to the CONTRACTOR for the provision of Services as set forth in Exhibit A, including any authorized reimbursable expenses, shall not exceed the total sum of $ 1,170,000.The payments specified in this Exhibit B shall be the only payments made to CONTRACTOR unless the CITY approves a Supplemental Contract. 2. Billable Rates. CONTRACTOR shall be paid for the performance of Services on an hourly rate, daily rate, flat fee, lump sum, or other basis, as set forth in Exhibit A or Attachment 1 to this Exhibit B and any applicable special provisions included in the request for bids or proposals. If there is a conflict between Exhibit A or Exhibit B and the Special Provisions, Exhibit A or Exhibit B controls. 3. CONTRACTOR’s Reimbursable Expenses. “Reimbursable Expenses” are limited to actual expenditures of CONTRACTOR for expenses that are necessary for the proper satisfaction of the Contract and are only payable if specifically authorized in advance in writing by the CITY. No charges or markup will be allowed unless specified in the Contract, including charges for travel and transportation. 4. Payments to CONTRACTOR. CONTRACTOR is responsible for supplying all documentation necessary to verify invoices to the CITY’S satisfaction. A. Payments to CONTRACTOR shall be made within a reasonable time after receipt of CONTRACTOR’s invoice, in proportion to services performed or as otherwise specified in Attachment 1 to Exhibit B. CONTRACTOR may request payment on a monthly basis. CONTRACTOR shall be responsible for the cost of supplying all documentation necessary to verify the monthly billings to the satisfaction of CITY. B. Invoices must be submitted to either of the addresses specified below. (1) Email. Submit email invoices and any attachments to: [email protected](2) Postal Mail. If emailing is not an option, mail to: A/P Processing CenterCity of Sacramento915 I Street, Floor 4Sacramento, CA 95814-2608C. All invoices submitted by CONTRACTOR must contain the following information: (1) Job/Project Name PROFESSIONAL SERVICES AGREEMENT Form Approved by City Attorney 1-30-2024 Exhibit B - Page 2 of 2 (2) CITY’s current Purchase Order Number(3) CONTRACTOR’s Invoice Number(4) Date of Invoice Issuance(5) Work Order Number (if applicable) (6) CITY representative identified on the Purchase Order (7) CONTRACTOR’s remit address(8) Description of services billed under Invoice (9) Amount of Invoice (itemize all authorized Reimbursable Expenses) (10) Total Billed to Date under Contract (if applicable) D. Items must be separated into Services and Reimbursable Expenses. Invoices that do not conform to the format outlined above will be returned to CONTRACTOR for correction. CITY is not responsible for delays in payment to CONTRACTOR resulting from CONTRACTOR’s failure to comply with the invoice format described above. 5. Additional Services. Additional Services shall be provided only when a Supplemental Contract authorizing the Additional Services is approved in writing by the CITY in accordance with the CITY’S contract amendment procedures. The CITY reserves the right to perform any Additional Services with its own staff or to retain other CONTRACTORs to perform the Additional Services. 6. Accounting Records of CONTRACTOR. During performance of this Contract and for a period of three years after completion of performance, CONTRACTOR shall maintain all accounting and financial records related to this Contract, in accordance with generally accepted accounting practices, including records of CONTRACTOR’s costs for performance under this Contract and records of CONTRACTOR’s Reimbursable Expenses. CONTRACTOR shall keep and make records available for inspection and audit by representatives of the CITY upon reasonable written notice. 7. Tax Payments.CONTRACTOR shall pay, when and as due, any and all taxes incurred as a result of CONTRACTOR’s compensation hereunder, including estimated taxes, and shall provide CITY with proof of the payment upon request. CONTRACTOR hereby agrees to indemnify CITY for any claims, losses, costs, fees, liabilities, damages or injuries suffered by CITY arising out of CONTRACTOR’s breach of this section.

PROFESSIONAL SERVICES AGREEMENT Form Approved by City Attorney 1-30-2024 Exhibit C - Page 1 of 5 EXHIBIT CINSURANCE 1. Insurance Requirements. During the entire term of this Agreement, CONTRACTOR shall maintain insurance coverage as described in this Exhibit. Full compensation for all premiums that CONTRACTOR is required to pay for the insurance coverage described herein shall be included in the compensation specified for the Services provided by CONTRACTOR under this Agreement. No additional compensation will be provided for CONTRACTOR’S insurance premiums. If CONTRACTOR maintains broader coverage and/or higher limits than the minimums shown below, the CITY requires and shall be entitled to the broader coverage and/or the higher limits maintained by CONTRACTOR. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the CITY. It is understood and agreed by CONTRACTOR that its liability to the CITY shall not in any way be limited to or affected by the amount of insurance coverage required or carried by CONTRACTOR in connection with this Agreement. 2. General Liability Minimum Scope and Limits of Insurance Coverage. A. Commercial General Liability Insurance providing coverage at least as broad as ISO CGL Form 00 01 on an occurrence basis for bodily injury, including death, of one or more persons, property damage, and personal injury, arising out of activities performed by or on behalf of CONTRACTOR, its sub-consultants, and subcontractors, products and completed operations of CONTRACTOR, its sub-consultants, and subcontractors, and premises owned, leased, or used by CONTRACTOR, its sub-consultants, and subcontractors, with limits of not less than one million dollars ($1,000,000) per occurrence. The policy shall provide contractual liability and products and completed operations coverage for the term of the policy. If a general aggregate limit applies, either the general aggregate limit shall apply separately (ISO CG 25 03 or 25 04) or the general aggregate limit shall be twice the required occurrence limit. B. The CITY, its officials, employees, and volunteers shall be covered by policy terms or endorsement as additional insureds as respects general liability arising out of: activities performed by or on behalf of CONTRACTOR, its sub-consultants, and subcontractors; products and completed operations of CONTRACTOR, its sub-consultants, and subcontractors; and premises owned, leased, or used by CONTRACTOR, its sub-consultants, and subcontractors. 3. Automobile Liability Minimum Scope and Limits of Insurance Coverage. (Check the applicable provision.) PROFESSIONAL SERVICES AGREEMENT Form Approved by City Attorney 1-30-2024 Exhibit C - Page 2 of 5 ____ Automobile Liability Insurance is required providing coverage at least as broad as ISOForm CA 00 01 for bodily injury, including death, of one or more persons, propertydamage and personal injury, with limits of not less than one million dollars ($1,000,000)per occurrence. The policy shall provide coverage for owned, non-owned and/or hired autos as appropriate to the operations of CONTRACTOR. The CITY, its officials, employees and volunteers shall be covered by policy terms or endorsement as additional insureds as respects auto liability. __X_ No automobile liability insurance is required, and by signing this Agreement, CONTRACTOR certifies as follows: “CONTRACTOR certifies that a motor vehicle will not be used in the performance of any work or services under this agreement. If, however, CONTRACTOR does transport items under this Contract, or this Contract is amended to require any employees of CONTRACTOR to use a vehicle to perform services under the Contract, CONTRACTOR understands that it must maintain and provide evidence of Automobile Liability Insurance providing coverage at least as broad as ISO Form CA 00 01 for bodily injury, including death, of one or more persons, property damage and personal injury, with limits of not less than one million dollars ($1,000,000) per occurrence. The policy shall provide coverage for owned, non-owned and/or hired autos as appropriate to the operations of the CONTRACTOR.” 4. Umbrella or Excess Policies. A. CONTRACTOR may use Umbrella or Excess policies to provide the liability limits as required. This form of insurance will be acceptable provided that the Primary and Umbrella or Excess Policies shall provide all of the insurance coverage required, including but not limited to primary and non-contributory, additional insured, Self-Insured Retentions (SIRs), indemnity, and defense obligations. Umbrella or Excess policies shall be provided on a true “following form” or broader coverage basis, with coverage at least as broad as provided in the underlying primary policy. B. Any Umbrella or Excess insurance shall contain, or be endorsed to contain, a provision that it shall apply on a primary basis for the benefit of the CITY, and any insurance or self-insurance maintained by the CITY, its officials, employees, or volunteers shall be in excess of such umbrella or excess coverage and shall not contribute with it. No insurance policies maintained by the CITY, whether Primary or Excess, and which also apply to a loss covered hereunder, shall be called upon to contribute to a loss until the CONTRACTOR’S Primary and Excess liability policies are exhausted. 5. Workers’ Compensation Minimum Scope and Limits of Insurance Coverage. (Check the applicable provision.) _X___ Workers’ Compensation Insurance is required with statutory limits and Employers'Liability Insurance with limits of not less than one million dollars ($1,000,000). The PROFESSIONAL SERVICES AGREEMENT Form Approved by City Attorney 1-30-2024 Exhibit C - Page 3 of 5 Workers' Compensation policy shall include a waiver of subrogation in favor of the CITY.CONTRACTOR agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation, but this provision applies regardless of whether or not the CITY has received a waiver of subrogation endorsement from an insurer. ____ No work or services will be performed on or at CITY facilities or CITY Property. Therefore, a Workers’ Compensation waiver of subrogation in favor of the CITY is not required. ____ No Workers’ Compensation insurance is required, and by signing this Agreement, CONTRACTOR certifies as follows: “CONTRACTOR certifies that its business has no employees, and that it does not employ anyone, and is therefore exempt from the legal requirements to provide Workers' Compensation insurance. If, however, CONTRACTOR hires any employee during the term of this Agreement, CONTRACT understands that Workers’ Compensation with statutory limits and Employer’s Liability Insurance with a limit of not less than one million dollars ($1,000,000) is required. The Workers’ Compensation policy will include a waiver of subrogation in favor of the CITY.” 6. Professional Liability Minimum Scope and Limits of Insurance Coverage. Professional Liability Insurance providing coverage on a claims-made basis for errors and omissions, or malpractice with limits of not less than one million dollars ($1,000,000): ____ Is _X___ Is not [check one] required for this Agreement. A. If Professional Liability insurance is required:(1) The Retroactive Date must be shown and must be before the date of the contract or the beginning of contract work. (2) Insurance must be maintained and evidence of insurance must be provided for at least three (3) years after completion of the contract. (3) If coverage is canceled or non-renewed, and not replaced with another claims-made policy form with a Retroactive Date prior to the contract effective date, the CONTRACTOR must purchase “extended reporting” coverage for a minimum of three (3) years after completion of contract work. 7. Other Insurance Provisions. The policies are to contain, or be endorsed to contain, the following provisions:A. CONTRACTOR’S insurance coverage, including excess insurance, shall be primary and non-contributory insurance as respects the CITY, its officials, employees, and volunteers. Any insurance or self-insurance maintained by the CITY, its officials, employees, or volunteers shall be in excess of CONTRACTOR’S insurance and shall not contribute with it.

PROFESSIONAL SERVICES AGREEMENT Form Approved by City Attorney 1-30-2024 Exhibit C - Page 4 of 5 B. Any failure to comply with reporting provisions of the policies shall not affect coverage provided to the CITY, its officials, employees, or volunteers.C. Coverage shall state that CONTRACTOR’S insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer’s liability.D. The CITY will be provided with thirty (30) days written notice of cancellation or material change in the policy language or terms. 8. Waiver of Subrogation. CONTRACTOR hereby grants to the CITY a waiver of any right to subrogation which any insurer of CONTRACTOR may acquire against the CITY by virtue of the payment of any loss under such insurance. CONTRACTOR agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation, but this provision applies regardless of whether or not the CITY has received a waiver of subrogation endorsement from the insurer. 9. Acceptability of Insurance. Insurance shall be placed with insurers with a Bests’ rating of not less than A:VI. Self-insured retentions, policy terms or other variations that do not comply with the requirements of this Section must be declared to and approved by the CITY in writing prior to execution of this Agreement. 10. Verification of Coverage A. CONTRACTOR shall furnish the CITY with certificates and required endorsements evidencing the insurance required. The certificates and endorsements shall be forwarded to the CITY representative named in Exhibit A. Copies of policies shall be delivered to the CITY on demand. B. During the term of this Agreement, CONTRACTOR shall send insurance certificates and endorsements, including policy renewals, directly to: City of Sacramento c/o EXIGIS LLC P.O. Box 947 Murrieta, CA 92564 Insurance certificates also may be e-mailed to: [email protected]. Certificate Holder must be listed as: City of Sacramento c/o Exigis LLC PO Box 947 Murrieta, CA 92564 PROFESSIONAL SERVICES AGREEMENT Form Approved by City Attorney 1-30-2024 Exhibit C - Page 5 of 5 D. The CITY may withdraw its offer of contract or cancel this Agreement if the certificates of insurance and endorsements required have not been provided prior to execution of this Agreement. The CITY may withhold payments to CONTRACTOR or cancel this Agreement if the insurance is canceled or CONTRACTOR otherwise ceases to be insured as required herein. 11. Subcontractors. CONTRACTOR shall require and verify that all sub-consultants and subcontractors maintain insurance coverage that meets the minimum scope and limits of insurance coverage specified in this Exhibit.

PROFESSIONAL SERVICES AGREEMENT Form Approved by City Attorney 1-30-2024 Exhibit D - Page 1 of 10 EXHIBIT DGENERAL CONDITIONS 1. Independent CONTRACTOR. A. It is understood and agreed that CONTRACTOR (including CONTRACTOR’s employees) is an independent CONTRACTOR and that no relationship of employer-employee exists between the parties hereto for any purpose whatsoever. Neither CONTRACTOR nor CONTRACTOR’s assigned personnel will be entitled to any benefits payable to CITYemployees. CITY is not required to make any deductions or withholdings from the compensation payable to CONTRACTOR under the provisions of this Contract, and CONTRACTOR will be issued a Form 1099 for its services hereunder. As an independent CONTRACTOR, CONTRACTOR hereby agrees to indemnify and hold CITY harmless from any and all claims that may be made against CITY based upon any contention by any of CONTRACTOR’s employees or by any third party, including any state or federal agency, that an employer-employee relationship or a substitute therefor exists for any purpose whatsoever by reason of this Contract or by reason of the nature and/or performance under this Contract. B. It is further understood and agreed by the parties that CONTRACTOR, in the performance of its obligations, is subject to the City’s control and direction as to the designation of tasks to be performed and the results to be accomplished under this Contract, but not as to the means, methods, or sequence used by CONTRACTOR for accomplishing the results. To the extent that CONTRACTOR obtains permission to, and does, use CITY facilities, space, equipment or support services in the performance of this Contract, this use will be at the CONTRACTOR’s sole discretion based on the CONTRACTOR’s determination that the use will promote CONTRACTOR’s efficiency and effectiveness. Except as may be specifically provided elsewhere in this Contract, the CITY does not require that CONTRACTOR use CITY facilities, equipment or support services or work in CITY locations in the performance of this Contract. As used in this Contract, "sole discretion" or "sole judgment" means that the party authorized to exercise its discretion or judgment may do so based on an unfettered assessment of its own interests, without considering how its decision affects the other party, and unconstrained by the implied covenant of good faith and fair dealing. C. If, in the performance of this Contract, any third persons are employed by CONTRACTOR, such persons will be entirely and exclusively under the direction, supervision, and control of CONTRACTOR. Except as otherwise provided in this Contract, all terms of employment, including hours, wages, working conditions, discipline, hiring, and discharging, or any other terms of employment or requirements of law, shall be determined by CONTRACTOR. It is further understood and agreed that CONTRACTOR will issue W-2 or PROFESSIONAL SERVICES AGREEMENT Form Approved by City Attorney 1-30-2024 Exhibit D - Page 2 of 10 1099 Forms for income and employment tax purposes for all CONTRACTOR’S assigned personnel and subcontractors.D. CONTRACTOR’S duties and services under this Contract do not include preparing or assisting the CITY with any portion of the CITY’s preparation of a request for proposals, request for qualifications, or any other solicitation regarding a subsequent or additional contract with the CITY. The CITY at all times retains responsibility for public contracting, including with respect to any subsequent phase of the project contemplated by this Contract. CONTRACTOR’s participation in the planning, discussions, or drawing of project plans or specifications is limited to conceptual, preliminary, or initial plans or specifications. CONTRACTOR shall cooperate with the CITY to ensure that all bidders for a subsequent contract on any subsequent phase of the project contemplated by this Contract have access to the same information, including all conceptual, preliminary, or initial plans or specifications prepared by CONTRACTOR pursuant to this Contract. E. The provisions of this section will survive any expiration or termination of this Contract. Nothing in this Contract creates an exclusive relationship between CITY and CONTRACTOR. CONTRACTOR may represent, perform services for, or be employed by any additional persons or companies so long as CONTRACTOR does not violate the provisions of Section 5, below. 2. Licenses; Permits, Etc. CONTRACTOR represents and warrants that CONTRACTOR has, and shall maintain at all times during the term of this Contract at its sole cost and expense, all licenses, permits, qualifications, and approvals of any nature that are legally required for CONTRACTOR to practice its profession or fulfill the terms of this Contract, including a City Business Operations Tax Certificate and any required certification issued by the California Secretary of State. 3. Time. Time is off the essence in the performance of this Contract. CONTRACTOR shall devote the necessary time and effort to its performance under this Contract. Neither party will be considered in default of this Contract, to the extent that party’s performance is prevented or delayed by any cause, present or future, that is beyond the reasonable control of that party. 4. CONTRACTOR Not Agent. Except as CITY may specify in writing, CONTRACTOR and CONTRACTOR’S personnel have no authority, express or implied, to act on behalf of CITY in any capacity whatsoever as an agent. CONTRACTOR and CONTRACTOR’S personnel shall have no authority, express or implied, to bind CITY to any obligations whatsoever. 5. Conflicts of Interest. CONTRACTOR covenants that neither it, nor any officer or principal of its firm, has or will acquire any interest, directly or indirectly, that would conflict in any manner with the CITY’S interests or that would in any way hinder CONTRACTOR’S performance under this Contract. CONTRACTOR further covenants that in the performance of this Contract, no person having any such interest will be employed by it as an officer, employee, agent or subcontractor, without the CITY’S written consent. CONTRACTOR agrees to avoid conflicts of interest or the appearance of any conflicts of interest with the CITY’S interests during the performance of this Contract. If CONTRACTOR is or employs PROFESSIONAL SERVICES AGREEMENT Form Approved by City Attorney 1-30-2024 Exhibit D - Page 3 of 10 a former officer or employee of the CITY, CONTRACTOR and any former City officer or employeeshall comply with the provisions of Sacramento City Code Section 2.16.090 pertaining toappearances before the City Council or any CITY department, board, commission, or committee. 6. Hazardous Substances. "Hazardous Substances" means any substance, material, waste, or other pollutant or contaminant that is or becomes designated, classified, or regulated as hazardous or toxic under any law, regulation, rule, order, decree, or other governmental requirement now in effect or later enacted. If CONTRACTOR is shipping Hazardous Substances, CONTRACTOR must supply a Safety Data Sheet ("SDS") with the first shipment of Hazardous Substances to each City location receiving the Hazardous Substances. If the content of an SDS is revised, CONTRACTOR must provide a revised SDS to each CITY location receiving Hazardous Substances. 7. Confidentiality of CITY Information. During performance of this Contract, CONTRACTOR may gain access to and use CITY information regarding inventions, machinery, products, prices, apparatus, costs, discounts, future plans, business affairs, governmental affairs, processes, trade secrets, technical matters, systems, facilities, customer lists, product design, copyright, data, and other vital information (hereafter collectively referred to as “City Information”) that are valuable, special and unique assets of the CITY. CONTRACTOR agrees to protect all City Information and treat it as strictly confidential, and further agrees that CONTRACTOR shall not at any time, either directly or indirectly, divulge, disclose or communicate in any manner any City Information to any third party without the CITY’S prior written consent. In addition, CONTRACTOR must comply with all CITY policies governing the use of the CITY network and technology systems, as set forth in applicable provisions of the City of Sacramento Administrative Policy Instructions # 30. A violation by CONTRACTOR of this section is a material violation of this Contract and shall justify legal and equitable relief. 8. CONTRACTOR Information. A. CITY shall have full ownership and control, including ownership of any copyrights, of all information prepared, produced, or provided by CONTRACTOR under this Contract. In this Contract, the term “information” means and includes: any and all work product, submittals, reports, plans, specifications, and other deliverables consisting of documents, writings, handwritings, typewriting, printing, photostatting, photographing, computer models, and any other computerized data and every other means of recording any form of information, communications, or representation, including letters, works, pictures, drawings, sounds, or symbols, or any combination thereof. CONTRACTOR shall not be responsible for any unauthorized modification or use of such information for other than its intended purpose by CITY. B. CONTRACTOR shall fully defend, indemnify and hold harmless CITY, its officers and employees, and each of them, from and against any and all claims, actions, lawsuits or other proceedings alleging that all or any part of the information prepared, produced, or PROFESSIONAL SERVICES AGREEMENT Form Approved by City Attorney 1-30-2024 Exhibit D - Page 4 of 10 provided by CONTRACTOR under this Contract infringes upon any third party’s trademark, trade name, copyright, patent or other intellectual property rights. CITY shall make reasonable efforts to notify CONTRACTOR not later than ten days after CITY is served with any such claim, action, lawsuit or other proceeding. However, City’s failure to provide notice within the ten-day period does not relieve CONTRACTOR of its obligations hereunder, which survive any termination or expiration of this Contract. C. All proprietary and other information received from CONTRACTOR by CITY, whether received in connection with CONTRACTOR’s proposal to CITY or in connection with CONTRACTOR’s performance, will be disclosed upon receipt of a request for disclosure, in accordance with the California Public Records Act; provided, however, that, if any information is set apart and clearly marked “trade secret” when it is provided to CITY, CITY shall give notice to CONTRACTOR of any request for the disclosure of such information. The CONTRACTOR will then have five days from the date it receives notice to petition the court for a protective order to prevent the disclosure of the information. The CONTRACTOR shall have sole responsibility for defense of the actual “trade secret” designation of such information. D. The parties understand and agree that any failure by CONTRACTOR to respond to the notice provided by CITY and seek a protective order, in accordance with the provisions of subsection C, above, constitutes a complete waiver by CONTRACTOR of any rights regarding the information designated “trade secret” by CONTRACTOR, and theinformation will be disclosed by CITY in accordance with the Public Records Act. 9. Notification of Material Changes in Business. CONTRACTOR agrees that if it experiences any material changes in its business, including a reorganization, refinancing, restructuring, leveraged buyout, bankruptcy, name change, or loss of key personnel, it will immediately notify the City of the changes. CONTRACTOR also agrees to immediately notify the City of any condition that may jeopardize the scheduled delivery or fulfillment of CONTRACTOR's obligations to the City under this Contract. 10. Standard of Performance. CONTRACTOR shall perform in the manner and according to the standards currently observed by a competent practitioner of CONTRACTOR’S profession in California and in compliance with all requirements of this Contract. All products that CONTRACTOR delivers to CITY under this Contract must be prepared in a professional manner and conform to the standards of quality normally observed by a person currently practicing in CONTRACTOR’s profession. CONTRACTOR shall assign only competent personnel to perform on its behalf under this Contract. CONTRACTOR must notify the CITY in writing of any changes in CONTRACTOR’s staff assigned to perform under this Contract, before any performance by the new staff member. If the CITY, in its sole discretion, determines that any person assigned by the CONTRACTOR to perform under this Contract is not performing in accordance with the standards required herein, CITY shall provide notice to CONTRACTOR. CONTRACTOR shall immediately remove the assigned person upon receipt of the notice.

PROFESSIONAL SERVICES AGREEMENT Form Approved by City Attorney 1-30-2024 Exhibit D - Page 5 of 10

11. Performance or Different Terms and Conditions.The CITY’S subsequent performance will not be construed as either acceptance of additional or different terms and conditions or a counteroffer by the CONTRACTOR, nor will the CITY’S subsequent performance be viewed asacceptance of any provision of the Uniform Commercial Code, as adopted by any State, that is contrary to the terms and conditions contained herein. CONTRACTOR's performance shall conform to the applicable requirements of the Sacramento City Charter, Sacramento City Code, and all applicable State and Federal laws, and all the requirements of this Contract. The California Commercial Code will apply except as otherwise provided in the Contract. 12. Emergency/Declared Disaster Requirements. If an emergency is declared by the City Manager, or if any portion of the CITY is declared a disaster area by the county, state or federal government, this Contract may be subjected to increased usage. The CONTRACTOR shall serve the CITY during a declared emergency or disaster, subject to the same terms and conditions that apply during non-emergency / non-disaster conditions. The pricing set forth in this Contract will apply, without mark-up, regardless of the circumstances. If the CONTRACTOR is unable to fulfill the terms of the Contract because of a disruption in its chain of supply or service, then the CONTRACTOR shall provide proof of the disruption. Acceptable forms of proof will include a letter or notice from the CONTRACTOR'S source stating the reason for the disruption. 13. Term; Suspension; Termination.A. This Contract is effective on the Effective Date and continues in effect until both parties have fully performed their respective obligations under this Contract, unless sooner terminated as provided herein. B. CITY shall have the right at any time to suspend CONTRACTOR’S performance hereunder, in whole or in part, by giving a written notice of suspension to CONTRACTOR. Upon receipt of such notice, CONTRACTOR shall immediately suspend its activities under this Contract, as specified in the notice. C. The CITY shall have the right to terminate this Contract at any time by giving a written notice of termination to CONTRACTOR. Upon receipt of such notice, CONTRACTOR shall immediately cease performance under this Contract as specified in the notice. If the CITY terminates this Contract: (1) CONTRACTOR shall, not later than five days after receipt of the notice, deliver allinformation prepared under this Contract to the City. (2) The CITY shall pay CONTRACTOR the reasonable value of Goods or Services provided by CONTRACTOR before termination; provided, however, CITY shall not in any manner be liable for lost profits that might have been made by CONTRACTOR had the Contract not been terminated or had CONTRACTOR completed performance required by this Contract. CONTRACTOR shall furnish to the CITY any financial information requested by the City to determine the reasonable value of the Goods or Services provided by CONTRACTOR. The PROFESSIONAL SERVICES AGREEMENT Form Approved by City Attorney 1-30-2024 Exhibit D - Page 6 of 10 foregoing is cumulative and does not affect any right or remedy that CITY may have in law or equity.14. Default by CONTRACTOR. In case of default by the CONTRACTOR, the CITY reserves the right toprocure the Goods or Services from other sources and deduct from any monies due, or that maythereafter become due to the CONTRACTOR, the difference between the price named in this Contract and the actual cost to the City to procure from an alternate source. Prices paid by the CITY will be considered the prevailing market price at the time such purchase is made. 15. Indemnity. A. Indemnity: CONTRACTOR shall defend, hold harmless, and indemnify City, its officers, and employees, and each and every one of them, from and against all actions, damages, costs, liabilities, claims, demands, losses, judgments, penalties, and expenses of every type and description, whether arising on or off the site of the work or services performed under this Contract, including any fees and costs reasonably incurred by City’s staff attorneys or outside attorneys and any fees and expenses incurred in enforcing this provision (hereafter collectively referred to as “Liabilities”), including Liabilities for personal injury or death, damage to personal, real, or intellectual property, damage to the environment, contractual or other economic damages, or regulatory penalties, arising out of or in any way connected with performance of or failure to perform this Contract by CONTRACTOR, any subcontractor (including lower-tier subcontractors) or agent of CONTRACTOR, their respective officers and employees, and anyone else for whose acts of omissions any of them may be liable, whether or not the Liabilities (i) are caused in part by a party indemnified hereunder, or (ii) are litigated, settled, or reduced to judgment; provided that the foregoing indemnity does not apply to liability for damages for death or bodily injury to persons, injury to property, or other loss, damage, or expense, to the extent arising from the active negligence or willful misconduct of, or defects in design furnished by, City, its agents, servants, or independent CONTRACTORs who are directly responsible to City, except when such agents, servants, or independent CONTRACTORs are under the supervision and control of CONTRACTOR or any subcontractor (including lower-tier subcontractors) or agent of CONTRACTOR. B. Insurance Policies; Intellectual Property Claims: The existence or acceptance by City of any of the insurance policies or coverages described in this Contract will not affect or limit any of City’s rights under this Section, nor will the limits of any insurance limit the liability of CONTRACTOR hereunder. This Section will not apply to any intellectual property claims, actions, lawsuits or other proceedings subject to the provisions of the CONTRACTOR Information Section, above. C. Survival. The provisions of this section will survive any expiration or termination of this Contract.

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16. Funding Availability.A. This Contract is subject to the budget and fiscal provisions of the Charter and the Sacramento City Code. B. The CITY’S payment obligation under this Contract will not exceed the amount of funds appropriated and approved for this Contract by the Sacramento City Council. C. This Section shall govern over any other contrary provision of the Contract.17. Equal Employment Opportunity. During the performance of this Contract, CONTRACTOR, for itself, its assignees and successors in interest, agrees as follows: A. Compliance With Regulations: CONTRACTOR shall comply with all state, local, and federal anti-discrimination laws and regulations, including the Executive Order 11246 entitled “Equal Opportunity in Federal Employment”, as amended by Executive Order 11375, 12086, and 13672, and as supplemented in Department of Labor regulations (41 CFR Chapter 60), referred to collectively as the “Regulations.” B. Nondiscrimination: CONTRACTOR, with regards to the work performed by it after award and before completion of the work under this Contract, shall not discriminate on the ground of race, color, religion, sex, national origin, age, marital status, physical handicap or sexual orientation in selection and retention of subcontractors, including procurement of materials and leases of equipment. CONTRACTOR shall not participate either directly or indirectly in discrimination prohibited by the Regulations. C. Solicitations for subcontractors, Including Procurement of Materials and Equipment: In all solicitations either by competitive bidding or negotiations made by CONTRACTOR for work to be performed under any subcontract, including all procurement of materials or equipment, each potential subcontractor or supplier shall be notified by CONTRACTOR of CONTRACTOR’S obligation under this Contract and the Regulations relative to nondiscrimination on the ground of race, color, religion, sex, national origin, age, marital status, physical handicap or sexual orientation. D. Information and Reports: CONTRACTOR shall provide all information and reports required by the Regulations, or by any orders or instructions issued pursuant thereto, and shall permit access to its books, records, accounts, other sources of information and its facilities as may be determined by the CITY to be pertinent to ascertain compliance with the Regulations, orders and instructions. Where any information required of CONTRACTOR is in the exclusive possession of another who fails or refuses to furnish this information, CONTRACTOR shall so certify to the CITY, and shall set forth what efforts it has made to obtain the information.

PROFESSIONAL SERVICES AGREEMENT Form Approved by City Attorney 1-30-2024 Exhibit D - Page 8 of 10 E. Sanctions for Noncompliance: In the event of noncompliance by CONTRACTOR with the nondiscrimination provisions of this Contract, the CITY shall impose any sanctions it determines are appropriate including: (1) Withholding of payments to CONTRACTOR under this Contract until CONTRACTORcomplies;(2) Cancellation, termination, or suspension of this Contract, in whole or in part. F. Incorporation of Provisions: CONTRACTOR shall include the provisions of subsections A through E, above, in every subcontract, including procurement of materials and leases of equipment, unless exempted by the Regulations, or by any order or instructions issued pursuant thereto. The CITY may direct CONTRACTOR to take specific actions to enforce these provisions, including sanctions for noncompliance; provided, however, that ifCONTRACTOR becomes involved in, or is threatened with, litigation with a subcontractoror supplier as a result of such direction, CONTRACTOR may request that the CITY join such litigation to protect the CITY’S interests. 18. Entire Agreement. This Contract, including all Exhibits and documents referenced herein, contains the entire agreement between the parties and supersedes whatever oral or written understanding they may have had before the execution of this Contract. No alteration to the terms of this Contract shall be valid unless approved in writing by CONTRACTOR, and by CITY, in accordance with applicable provisions of the Sacramento City Code. 19. Modification of Contract. The CONTRACTOR shall take no direction from any City employee that changes the executed terms and conditions of the Contract, including Exhibit A, or any change that impacts the cost, price, or schedule, before receiving a written, signed modification to the Contract. 20. Severability. If a court with jurisdiction rules that any portion of this Contract or its application to any person or circumstance is invalid or unenforceable, the remainder of this Contract will not be affected thereby and will remain valid and enforceable as written, to the greatest extent permitted by law. 21. Waiver. Neither the CITY’s acceptance of, or payment for, any Goods or Services, nor any waiver by either party of any default, breach or condition precedent, will be construed as a waiver of any provision of this Contract, nor as a waiver of any other default, breach or condition precedent or any other right hereunder. No waiver will be effective unless it is in writing and signed by the waiving party. 22. Governing Law. This Contract shall be governed, construed and enforced in accordance with the laws of the State of California, except that the rule of interpretation in California Civil Code section 1654 will not apply. Venue of any litigation arising out of this Contract will lie exclusively in the state trial court or Federal District Court located in Sacramento County in the State of California, and the parties consent to jurisdiction over their persons and over the subject matter of any such litigation in such courts, and consent to service of process issued by such courts.

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23. Assignment Prohibited.The expertise and experience of CONTRACTOR are material considerations for this Contract. CITY has a strong interest in the qualifications and capability of the persons and entities that will fulfill the obligations imposed on CONTRACTOR under this Agreement. In recognition of this interest, CONTRACTOR shall not assign any right or obligation pursuant to this Contract without the written consent of the CITY. Any attempted or purported assignment without CITY’s written consent shall be void and of no effect. 24. Binding Effect. This Contract is binding on the heirs, executors, administrators, successors and assigns of the parties, subject to the provisions of Section 23, above.25. Compliance with Laws. The CONTRACTOR shall be responsible for strict compliance with all applicable laws, regulations, court orders and other legal requirements applicable to the work to be accomplished under the Contract, including the California Occupational Safety and Health Act and all applicable safety orders issued by the Division of Occupational Safety and Health, Department of Industrial Relations, State of California, and all applicable requirements of Underwriters Laboratories and the Federal Communication Commission. 26. Debarment Certification A. Pursuant to 2 CFR, Part 200, and applicable Executive Orders, the City is restricted in its ability to contract with certain parties that are debarred, suspended, or otherwise excluded or ineligible for participating in Federal assistance programs or activities. By signing this Agreement, CONTRACTOR warrants and certifies under penalty of perjury under the laws of the State of California that CONTRACTOR, including any owner, partner, director, officer, or principal of the CONTRACTOR, or any person in a position with management responsibility or responsibility for the administration of federal funds: (1) Is not presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from covered transactions by any federal or state department/agency; (2) Has not within a three-year period preceding this certification been convicted of or had a civil judgment rendered against it for: commission of fraud or a criminal offense in connection with obtaining, attempting to obtain, or performing a public transaction or contract (federal, state, or local); violation of federal or state antitrust statutes; or commission of embezzlement, theft, forgery, bribery, falsification or destruction of records, making false statements, receiving stolen property, or other criminal felony; (3) Is not presently indicted for or otherwise criminally or civilly charged by a governmental entity (federal, state, or local) with commission of any of the offenses enumerated in paragraph (b) above; or (4) Has not, within a three-year period preceding this certification, had one or more public contracts (federal, state, or local) or transactions terminated for cause or default.

PROFESSIONAL SERVICES AGREEMENT Form Approved by City Attorney 1-30-2024 Exhibit D - Page 10 of 10 (5) Has not been notified, within a three-year period preceding this certification, been notified of any delinquent Federal taxes in an amount that exceeds $3,500 for which the liability remains unsatisfied. Federal taxes are considered delinquent if the tax liability has been finally determined and the taxpayer is delinquent in making payment, as defined in Section 52.209-5 of the Federal Acquisition Regulations. B. CONTRACTOR further warrants and certifies that it shall not knowingly enter into any transaction with any subcontractor, material supplier, or vendor who is debarred, suspended, declared ineligible, or voluntarily excluded from covered transactions by any federal or state department/agency. Any exceptions to the warranties and certifications in this Section must be disclosed to the CITY. C. Exceptions will not necessarily result in denial of recommendation for award, but will be considered in determining CONTRACTOR’S responsibility. Disclosures must indicate to whom exceptions apply, the initiating agency, and dates of action. D. City will review the Federal Government’s System for Award Management Exclusions maintained by the General Services Administration for eligibility, prior to the execution of this Agreement. The CONTRACTOR shall provide immediate written notice to the City if, at any time prior to execution, the CONTRACTOR learns this certification is erroneous or has become erroneous by reason of changed circumstances. If it is later determined that the CONTRACTOR’S warranties and certification in this Section were erroneous, the CITYmay terminate this Agreement for default.

PROFESSIONAL SERVICES AGREEMENT Form Approved by City Attorney 1-30-2024 Exhibit E - Page 1 of 2 EXHIBIT EADDITIONAL REQUIREMENTS FOR SURVEYING, MATERIAL TESTING, AND INSPECTION SERVICES The Services provided under this Contract include land surveying, material testing, or inspection services provided for a CITY construction project during the design, pre-construction, construction, or post-construction phases of the project. Therefore, the services include “Public Work” under the California Labor Code and is subject to the following requirements: A. Payment of Prevailing Wages: CONTRACTOR and any subcontractor(s) performing any Public Work shall comply with the provisions of Sacramento City Code Section 3.60.180 and applicable provisions of the California Labor Code, which require, among other things, that CONTRACTOR and all subcontractors pay not less than the prevailing rate of wages, as determined by the Director of the California Department of Industrial Relations (“DIR”) in accordance with California Labor Code Section 1773. CONTRACTOR and every subcontractor shall maintain payroll records and submit certified payrolls and other labor compliance documentation electronically when and as required by CITY. In addition, Labor Code Section 1771.4 requires the CONTRACTOR and any subcontractor performing any Public Work to furnish electronic payroll records directly to the Labor Commissioner. CONTRACTOR shall include these requirements in every subcontract. This Agreement is subject to compliance monitoring and enforcement by the DIR, as specified in California Labor Code Section 1771.4. The CONTRACTOR and any subcontractor will be subject to withholding and penalties for violation of prevailing wage requirements in accordance with applicable law, including Labor Code Sections 1726, 1741, 1771.5, and 1775, and City Code Section 3.60.180. Questions regarding the CITY’S Labor Compliance Program should be directed to the City Representative. B. DIR Registration: California Labor Code Section 1725.5 requires the CONTRACTOR and all subcontractors performing Public Works services to be currently registered with the DIR, as specified in California Labor Code Section 1725.5. California Labor Code Section 1771.1 provides that a CONTRACTOR or subcontractor shall not be qualified to bid on, be listed in a bid proposal (subject to the requirements of Section 4104 of the California Public Contract Code), or engage in the performance of any contract for Public Work, unless currently registered and qualified to perform Public Work in accordance with California Labor Code Section 1725.5. Further information can be found on DIR’s website at http://www.dir.ca.gov/Public-Works/contractors.html. The above summary is provided solely for informational purposes and does not in any way affect the CONTRACTOR’s and subcontractors’obligation to comply in all respects with all other applicable laws and regulations. The CONTRACTOR shall disseminate these provisions to all subcontractors. Before the performance of work by CONTRACTOR or any subcontractor(s) under this Contract, CONTRACTOR shall furnish CONTRACTOR’S and any subcontractors’ current

PROFESSIONAL SERVICES AGREEMENT Form Approved by City Attorney 1-30-2024 Exhibit E - Page 2 of 2 DIR registration number(s). The CONTRACTOR’s current DIR registration number and the current DIR registration number of all subcontractors will be listed on the Subcontractors and LBE Participation Verification Form, incorporated herein. To be completed by the City Representative if this Agreement is for the performance of any Public Work:CONTRACTOR DIR registration #: _______N/A________________________________C. Workers’ Compensation Certification. In accordance with California Labor Code Section 1861, by signing this Contract, CONTRACTOR acknowledges and represents that CONTRACTOR is aware of the provisions of Section 3700 of the California Labor Code which requires every employer to be insured against liability for workers' compensation or to undertake self-insurance in accordance with the provisions of that code, and that CONTRACTOR will comply with the provisions of the Labor Code before commencing performance under this Contract. D. Apprentices. If this Contract is for the performance of any Public Work, and the amount of the Contract is $30,000 or more, the CONTRACTOR and any subcontractors performing any Public Work under this Contract must comply with and be subject to enforcement under, the provisions of Sacramento City Code Section 3.60.190, Section 1777.5 et seq. of the California Labor Code, and implementing regulations set forth in Title 8 of the California Code of Regulations, governing the employment of apprentices. The CONTRACTOR and any subcontractors performing Public Work will be subject to penalties for apprenticeship violations in accordance with Labor Code Section 1777.7.E. Working Hours. If this Contract is for the performance of any Public Work, CONTRACTOR and any subcontractors performing any Public Work under this Contract must comply with and be subject to enforcement under, the provisions of Sacramento City Code Section 3.60.180 and California Labor Code Section 1810 et seq., governing the working hours of employees performing Public Work.F. Failure to Comply with Labor Compliance. If all applicable labor compliance requirements are not met, the City will have the right to withhold or reject a payment request and/or invoice, in whole or in part, without in any way relieving CONTRACTOR or its subcontractors of any obligations under this Contract. G. Subcontractors. The CONTRACTOR shall include these provisions A through F in every subcontract or sub-agreement for any subcontractors performing work under this Contract. 1 Scope of Services/Scope of WorkAttachment 1 to Exhibit A1. Scope of Services Attachment a. This Attachment 1 to Exhibit A (“Attachment 1A” or “Attachment”) supplements and incorporates by this reference the agreement between City of Sacramento (“CITY” or “City”) and Utility Solutions Partners, LLC. (“USP” , “CONTRACTOR” or “contractor”) for the Oracle Customer Care & Billing (CC&B) major version upgradeImplementation and Support Services (the “Project”), (the “Contract”). b. Attachment 1A is the Scope of Services (also referred to as the Scope of Work or “SOW”) shall have the same meaning given to them in the Contract, unless otherwise c. The proposal in response to the Request for Proposal (RFP) #P24071011008 received from the Contractor on May 14, 2024, is incorporated herein the Scope of Services by reference. d. The Agreement contains the following schedules herein: i. Attachment 1, Exhibit A (“1A”): Scope of Services or Scope of Work “SOW” ii. Attachment 2, Exhibit A (“2A”): Acceptance, Change and Escalationiii. Attachment 1, Exhibit B (“1B”): Fee Schedule/Milestone Payments iv. Attachment 2, Exhibit B (“2B”): 1.1 CONTRACTOR will begin to perform the Services and develop the Deliverables described in this SOW at a mutually agreed upon date following the execution of this SOW according to the project schedule to be developed and subject to the terms of this SOW, any amendments of this SOW, any approved Change Requests, and the parties’ respective termination rights as set forth in the Contract. 1.2 The parties agree to a Project schedule that includes a 9-month implementation phase plus a 3-month Stabilization support phase. The parties believe that this CONTRACTOR, with the participation of the CITY , will produce a comprehensive Project plan for the CITY’s approval early in the Project Start- 2 parties’ activities and assignments required to meet the requirements in the SOW. Additionally, this document will outline ownership of key project activities by the CITY and CONTRACTOR and provide key entry and exit criteria for each phase of the project. The total timeline of 12 months may be non-consecutive months. 1.3 -up (Phase 1, as described in Section 5.4 below), the overall Project timeline and interim delivery The success of achieving this Project schedule is dependent on both parties completing their assigned Project tasks in the timeframes provided within the detailed Project schedule for both interim and over-all milestones. The CITY is responsible for impacts upon the Project Deliverables and timelines to the extent caused by complementary CITY projects which feed this CC&B 2.9 Upgrade Project. The Project Managers will review the cause of any delay and determine ownership and cost implications based on agreed upon responsibility. 1.4 Each Phase within this SOW has completion (also referred to as “exit” criteria), which Phase and the method of acceptance. Each phase also indicates the responsible party for each phase activity. Once a Phase is deemed completed and formal approval has been given to proceed to the next Phase, any change to a Deliverable previously accepted will be handled using the Project Change Management Process 2A. 1.5 Upon completion and acceptance of any Deliverable or Service, CONTRACTOR shall in 2B. CONTRACTOR will demonstrate that the Deliverable or SOWSOW using the Acceptance form in 2B. CITY is responsible for any additional review and testing of such Deliverable in accordance with any mutually agreed test ation Process set forth in 2A of this SOW. References to Acceptance shall be governed by the formal acceptance process detailed in 2B of this SOW. 3 2.Term City Project Manager City personnel from the IT Department will be the lead contact on the project from the City’s side. The process of setting up the city’s business rules is done by utilizing the CC&B Applications set-associated with utilizing CC&B tables to set up business rules/processes without software development or programming.Oracle’s set of application framework tools that enables development using, HTML, XML, scripting and Groovy programming language.Conversion TestingA process of identifying issues with programs and procedures used to converted data from the old system that may cause data to be converted incorrectly or omitted.CustomizationAnything outside of the base Oracle supported framework created for enabling business functional requirements in CC&B. Cut-OverThe Transition from testing the new CC&B version to the production environment. Decision Sheets A method used to keep track of requests. DeliverableA work product developed as an output to this SOW and for which the City and/or CONTRACTOR is responsible for approving. A tangible or intangible object produced because of project activities that is to be delivered.End UserPersonnel who are authorized and enabled by the City to use CC&B. EnhancementImprovement of business or technical processExecutive Sponsor Fit/Gap AnalysisA method of evaluating the existing process and system and comparing it to the proposed solution to identify desired outcomes and document the proposed solution Functional DesignDocument that describes, in business terms, the project team will make to meet the City’s business requirements.Go Live The date on which all systems as per contract are made operational and accepted by CITY InfrastructureIncludes hardware, operating system, network, database and application servers, storage, middleware, back up, disaster 4 TermIntegration/InterfacePassing of data between two separate and distinct systems; can be accomplished via real time or in batch mode.Microsoft ProjectsA software program for managing projectsMonthly Status Report See Section 5 for details PackagingA process of bundling/collecting program code and related documentation into a deliverable item collection.Parallel Billing Parallel Billing is a method to exercises the system's daily bill cycle functionality with actual production data in a testing environment. Performance TestingThis testing will exercise the system to review the system’s performance achievement goal relative to the performance criteria documented in the Performance Test plan deliverable.Reportportlet, custom reporting developed or changes to out-of-the-box reports to meet business requirements.Scope of Services (“SOW”) referenced as “SOW” in this Agreement. System Integration Testing (SIT)Testing of multiple application components, including reports, integration/interfaces, conversion, extensions, forms, and in isolation, usually part of System Integration Test. Technical DeliverablesDeliverables prepared and delivered to the City by CONTRACTOR that are documentation, comprised of operable interfaces, scripts, cases and other computer programs. Technical DesignDocument that describes, in technical terms, how a Customization or Interface will be programmed/developed to meet the Functional Design requirements.Test Scriptexpected results and steps required to test a particular feature or function. Tuning The process of adjusting a computer system’s or a software application’s control variables to make a system divide its Unit Test A test of an isolated developed enhancement, interface or report component typically performed by a programmer or architect with limited functional or end-user support.User Acceptance Testing (UAT)-live. User Acceptance Testing scope and these items must be completed prior to executing move the new CC&B Solution to production. 5 3. Project Summary and ObjectivesUnder this Contract, the CONTRACTOR shall assist CITY with the implementation services for a technical upgrade from the Department of Utilities’(DOU) Oracle Customer Care and Billing system (CC&B) Ver 2.6.01, to the latest stable version of CC&B V2.9. Upgrading to the current version of CC&B will take advantage of new technology, reduce security risk, streamline processes, minimize customizations, increase interoperability/integration, reduce the cost of support, increase customer satisfaction, improve Departmental , and result in improved operational functions, integration opportunities, and reduce security risk, specially designed for the utility industry. 4. Time of Performance The Services provided by CONTRACTOR pursuant to this Contract shall be performed Contract and ends on June 30, 2026, unless terminated earlier or otherwise extended in accordance with the provisions of this Contract. The CITY may extend this Contract for up to three additional one--year term. 4.1 Project Timeline The Project timeline for this SOW is a total of 12 months, and the project phases are illustrated below:

TermUser TestingThe process of validating the operation of technical or business process changes to determine whether such Deliverable meets Utility Testing Accelerator (UTA)Oracle Utility Testing Accelerator is a software platform capable of automating software application testing utilizing structured programming designed for CC&B by Oracle 6 5. Scope of Services5.1 Project ScopeCONTRACTOR shall evaluate the existing and new technical environment and assess project readiness. The CONTRACTOR team will work directly with City moves through each phase, as detailed in the Upgrade Methodology below. Resources are dedicated to the project. CONTRACTOR’s project team, including Project Manager, Solution Architect, Technical Architect, Trainer, Test Lead, and other leading team members, will be onsite for key project tasks.The project’s critical path is intended to be a technical upgrade from CC&B v2.6 to CC&B v2.9. In addition to performing the technical upgrade the project team will perform the following activities: a. The project team will analyze existing pain points for project inclusion. If the introducing additional scope, the remediation of the pain point will be added to a list of post go-live activities to be performed once the technical upgrade is complete. b. The project team will review new functionality available in CC&B v2.9 for implementation during the upgrade project. The understood goal will be to utilize the base CC&B v2.9 product and limit the introduction of new customizations when possible for new functionality. c. The project team will review all current customizations for opportunities to deprecate customizations in favor of using base CC&B v2.9 functionality and objects. Customizations will be migrated like for like with the existing functionality of the customization. d. The project team will review all existing reports and reporting objects in use by CC&B v2.6. This will be a like for like migration of reports to CC&B v2.9. The project team will assess reporting pain points for inclusion in the project. If the pain point -live list of activities. e. The project team will review all custom objects associated with integrations and will migrate the objects to CC&B v2.9 with identical functionality. This will be a like for rd Party involvement project timeline and would need to be handled via the Project Change Management 2A of this SOW. 7 5.2 Project Management a. CONTRACTOR will provide project management services to coordinate and manage the activities, tasks, and responsibilities as required. b. CONTRACTOR will also coordinate and assist the City Project Manager in managing City project activities, tasks, and responsibilities as outlined in this SOW. CONTRACTOR shall provide the project management services. c. The City’s Executive Sponsor shall: i. Monitor the overall project performance and progress and be reasonably available. ii. The Project Sponsor(s) provide ownership of the Project on behalf of the CITY’s organization, including the following responsibilities: 1. Providing oversight, leadership and vision. 2. Providing direction and planning of product selection, including resource needs and executive communication. 3. Acting as an escalation point. 4. Communicating vision. 5. Attending and participating in Committee meetings, if available. 6. Overseeing management of risks and issues. 7. Ensuring that Project objectives and goals align with CITY’s business goals.8. Approving major Project decisions.d. CITY Project Manager will manage day-to-day activities and CITY Deliverables as described in this SOW, as well as management of any third-party resources hired by CITY to provide Services within this SOW. e. CITY Project Manager will maintain communication between the parties, manage the CITY team members, and coordinate CITY activities with the CONTRACTOR’s Project Manager. f. will monitor their progress. In addition to the above, the CITY Project Manager is responsible for the following: i. Provide CONTRACTOR a repository for collaboration and document recording. 8 ii. CITY project manager and CONTRACTOR project manager will manage the CONTRACTOR’s project activities and deliverables as described in the SOW.iii. Oversee the activities of CITYCITY deliverables and schedules. iv. Identify CITY resource needs and assuring that resource needs are met. v. Work with CITY Project Sponsors and business to secure resources. vi. Participate in status meetings. vii. Update and manage the Project Plan with the CONTRACTOR Project Manager: timeline, tasks/Deliverables, milestones, dependencies. viii. Control and manage the issues raised, ensuring the issues raised by the CITY Team are referred to the appropriate group or party for resolution; facilitating rapid decision-making and escalating as necessary. ix. Providing regular status updates to CITY Sponsors, Stakeholders and Team. x. Identify Project risks and develop & manage risk mitigation plans. xi. Act as the key liaison/Interface between CONTRACTOR & CITY . g. CONTRACTOR Project Manager is responsible for managing activities, Services and Deliverables as described in this SOW, as well as management of any third-party resources hired by CONTRACTOR to provide Services within this SOW. h. CONTRACTOR Project Manager will also coordinate and assist the CITY Project Manager in management of the CITY activities, tasks and responsibilities that are outlined in this SOW, including the following activities: i. Teaming with the CITY Project Manager to accomplish all the scheduled tasks as represented in this Statement of Work. ii. Oversee project deliverables and schedules. iii. Manage the day-to-day Project activities as they relate to CONTRACTOR Deliverables. iv. Perform deliverable tracking and control methods. v. Manage any third-party resources hired by CONTRACTOR to provide Services. vi. Provide weekly and monthly status reports. vii. Facilitate viii. Identify risks and issues and assist with the mitigation process. 9 i. CONTRACTOR will be responsible for managing the following phases:1. INITIATIONa. During project kick-, CONTRACTOR shall ensure a smooth transition from one phase to the next, set up the project infrastructureand establish roles and responsibilities.2. PLANNINGa. CONTRACTOR builds the project infrastructure to enable the CITY to achieve the goals within schedule and budget.3. EXECUTIONa. CONTRACTOR shall take the project plan approved by the CITY and CONTRACTOR and put it into action.4. TRACKINGa. Quality control is an integral part of the project. CONTRACTOR shallkeep an eye on the progress of the project against plan and takecorrective action when necessary.b. CONTRACTOR will keep CITY informed regularly.5. CLOSUREa. In the closure phase, CONTRACTOR shall ensure deliverables are complete and the appropriate reviews and approvals have been obtained from the City.5.2.1 Reporting and DocumentationThe CONTRACTOR shall provide status reports and documents, including the project start-up phase, documents, plans, processes, and the project charter. 5.2.2 Project PlanCONTRACTOR shall provide a Project Plan. Project Plan is a formal, approved collection of documents used to guide both project execution and project control. The primary uses of the project plan are to document planning assumptions and decisions, facilitate communication among stakeholders, and document approved scope, cost, and schedule baselines. Included in the project plan are the following items:

10 a) Project scheduleb) Communications planc) Resource pland) Issue resolution plane) Risk management planf) Cost management plang) Scope management plan h) Organizational change management plan 5.2.3 Scope Management Plan CONTRACTOR shall develop the Scope Management Plan. This plan shall formalizeand describe how changes will be managed and integrated into the project. The Scope Management Plan shall include: a) Document the scope changes to ensureto the City. b) Managing the actual changes when and as they occur. 5.2.4 Cost Management Plan (Financial and Budget Management) CONTRACTOR shall provide a Cost Management Plan. The Cost Management Plan (Financial and Budget Management) document shall describe the plan and structure necessary to control the project's costs, keeping them within the limits of the budget. 5.2.5 Project Schedule COTRACTOR’s project manager shall create the project schedule in MicrosoftProject. The project schedule documents the planned dates for performing activities and the planned dates for meeting milestones. The project schedule delineates all activities, tasks, and responsibilities of CONTRACTOR and City’s management, users, and technical personnel. It includes all phases, tasks, activities, and payment milestones from contract award through the end of the project. 5.2.6 Issues Resolution Plan CONTRACTOR’s project manager will use Jira to manage issues. Using Jira, the contractor shall describe the procedure for recording, assigning, ranking, tracking, and escalating items that must be resolved for the project to move forward. The Jira tracking sheet shall be shared with City stso they can collaborate during the project. 11 5.2.7 Resource Plancommitment levelrequired for the project.5.2.8 Communications Plan 5.2.8.1 CONTRACTOR shall provide the City with weekly written project status reports and formal status reports conducted with management as requested by the City’s Project Manager. The reporting period will begin with the contract award 5.2.8.2 CONTRACTOR shall provide weekly and monthly project status reporting templates that provide the project team and steering committee with regularly updated information in the following areas: a) Project Description b) c) Report Distribution d) Executive Dashboard (Green, Yellow, Red indicators for each functional area) e) Achievements f) Planned Activities g) Deliverables (statistics and narrative detail) h) Milestones (statistics and narrative detail) i) Budget Performance j) Critical Issues k) Critical Risks l) Change Ordersm) Control Statistics (current counts and trends)n) The Executive Dashboard 5.2.8.3 The city shall provide the contractor with depository and communication links for collaboration during the project. The contractor shall store all records and documentation and communicate via the mode agreed upon by the city (ex. SharePoint, MS Teams Chat, etc). 5.2.9 Risk Management PlanCONTRACTOR shall provide a Risk Management Plan. The Risk Management Plan to include potential risks and mitigation action plans as illustrated in the diagram below:
12 5.3 Change Management CONTRACTOR shall provide tools to support DOU’s rapid and changing needs to handle the increased change volume, and with City’s Change Management Lead and the project team and shall: a) Determine what customization can be eliminated in favor of the base product b) Determine what business processes will change based on implementing CC&B V2.9 c) Work with the City resources to document all changed business processes in sheets, etc.) used d) Verify that the training materials cover all changed business processes appropriately. e) Work with CITY Project Manager to communicate the changes to the business processes and verify their proper adoption f) Work with City update training manuals and procedures as needed. In addition to the changes brought about by the business process changes as described above, CONTRACTOR will also work with the City throughout the project on organization communication regarding the project and the new system. As the Go live date nears, changes will be communicated via monthly newsletters and more frequent email blasts describing upcoming activities, who will be CONTRACTOR shall verify adequate communication across all business units within the city. Project Managers from both the contractor and the city shall ensure

13 that a detailed cut-all actors involved are communicated with and aware of the timings of their activities.The change management shall include: 5.3.1 Stakeholder analysis Contractor shall: a) Perform a set of interviews with key stakeholders in the organization, initially focusing on the primary users. b) To Identify and understand the program. c) Identify City’s perceived organizational impact. d) Communications needs and gaps. 5.3.2 Assessing the change Contractor shall provide: a) Workshop with City Project Manager, business owner, and key stakeholders.b) Gather information to answer the following: 1. What is changing, and why are we changing? 2. What are the consequences of not changing? 3. What’s in it for me? 4. What’s the problem we are trying to solve?5.3.3 Change Management Strategy CONTRACTOR shall develop Change Management Strategy to outline the approach, guiding principles, and types of activities used to support the transformation. 5.3.4 Communication Strategy CONTRACTOR shall dthe approach, audiences, channels, messages, and messengers for key stakeholders.Leverage Stakeholder Analysis interview results. The strategy shall identify all communication activities associated with both internal and external communication approaches based on existing organizational channels. 5.3.5 Change Network Plan a) Identify key business owners from the stakeholder analysis report. b) Interview supervisors and ‘leaders’ to identify key business owners. c) Establish an ongoing network of activities to be performed throughout the project to enable the organization. 5.3.6 Change Impacts a) Review of change impacts by department or key organizational areas. 14 b) Assess the impacted areas’ ability to manage the change and support the Organizational changes needed related to people, processes, and technology.c) Review the To-Be process changes necessary to support the new system. d) As application systems change, jobs performed in the new system may also change. e) Identify potential gaps in organizational resourcing in the To-Be state and monitor the organization's readiness before Go Live. 5.3.7 Business Readiness Assessment a)b) Identify root causes of recurring problems. c) Identify divergence with Best Practices. d) Make the rationale for change. e) Recommend process improvements. f) of process changes (operational improvement diagrams). g) Review existing job descriptions, identifying key personnel changes, -Be organization will need to be in order to support the new system. As application systems change, jobs being performed in the new system may also change. h) Identify potential gaps in organizational resourcing in the To-Be state and monitor readiness of the organization prior to Go-Live. Once resources 5.4 Upgrade Methodology CONTRACTOR shall: a) Approach the City’s upgrade from CC&B v2.6 to CC&Bv2.9 with the latest service pack as a functional and technical upgrade; the new system will be at a performance level to ensure business continuity without interruption. b) Bring all functionality forward. c) Migrate the required data as per City’s data retention requirements. d) Advise any purely functional enhancements with the City team and agree on whether to address them during the project or after go-live. e) Manage the live on the new version as quickly as possible. f) Analyze any process or software pain points the City is experiencing and review these as part of the project. The CITY and CONTRACTOR will mutually agree on pain points that can be remediated as part of the project and which pain points will need to be addressed after go-live. 15 g) Assist the City’s technical resources in identifying all technical requirements as per resources and operating systems. h) Drive and coordinate environment build and management plan. i) Determine the naming conventions used for the installation, including paths to third-party libraries, install directories, log directories, network ports, environment names, etc. j) Use the naming convention information to build the infrastructure plan (a), create and b) document that and the software build/installation document. k) Develop upgrade steps during development stage to bring the database schema from the present level to the desired upgrade release. l) Perform data clean-up scripts that need if necessary to remove legacy software before upgrading. m) Train, guide, assist the City’s technical resources in identifying all the technical n) Run all the environmental health checks before deployment of the new database and develop a plan that considers future deprecations such as container and pluggable databases. o) Ensure backup and restore operations work successfully and develop a runbook for such operations. p) As environments are built out, work with City to script processes to make the build of environments easily repeatable. q) Perform tune database, application and migrate all applicable parameters and SQL r) Ensure the performance level is met. 16 5.4.1 Upgrade Project Phases The scope of work to be performed by CONTRACTOR and CITY is described in this Statement of Work. In the tables depicting roles and responsibilities, Rparty primarily responsible for the activity or deliverable; Ccontributing, assisting or participating. The “R” party is also the primary approver for owner to approve all elements of the Project. The detailed description of Services and Deliverables that follows is broken down by the following implementation phases: a) Project Start-Up and Assessment b) Design and Construction c) Testing d) Deployment e) Stabilization 5.4.2 Start-Up & Assessment Phase The Project Start-up phase is designed to provide the roadmap for the Project, align CITY’s and CONTRACTORS’s knowledge, set up initial plans, and commence training in preparation for the Requirements Analysis Phase. This phase also provides an opportunity for CONTRACTOR and CITY to perform a high-level review of the applications and CITY’s business practices and systems environment to validate the scope of the Project. This phase will also include a set of workshops where CONTRACTOR will describe and demonstrate the new features added to the Oracle v2.9 product since the release of CITY’s CC&B v2.6. Some of these features will be implemented during the Project while others will be added to the backlog for implementation post go-live.

17 Additionally, during the Start-Up and assessment phase of the project, CONTRACTOR will evaluate all integrations and interfaces to determine if any can be eliminated or replaced by base product modules.5.4.2.1 CONTRACTOR shall ensure that each integration and interface ismigrated to the new CC&B version, updating any current Java to v2.9 Java, and converting any remaining XAI services to Inbound Web Services (IWSs) if applicable. All integrations will be migrated to CC&B V2.9 like for like utilizing -based integrations and like for like payloads for web services unless mutually agreed to by both CONTRACTOR and CITY . CONTRACTOR shall perform the following: a. Perform a technical environment assessment and build out the environment management and build plan. b. CC&B v2.9 Demo environment. c. Build CC&B v2.9 Development environment. d. e. Perform the CC&B v2.9 New Feature workshops. f. Assess customizations to be developed/remediated during the Design and Construction phase. g. Develop a software development plan. h. Develop the data Purging and upgrade Plan. i. Perform a training needs assessment to determine the roles and classes to be developed during training. j. Perform a canalysis between the upgraded system and the v2.9 and brought over to the new system. k. Develop, document, and optimize the city's internal and external security requirements (ex., User Role Requirements, authorization requirements). l. Any new features Decision Sheets will be developed and approved. 18 The following table list the key activities of the Start-Up and Assessment Phase: CONTRACTORCITY1. -Jointly present the overall Project roadmap, methodology, major activities, and Deliverables. Introduce the Project team, align goals and set expectations.RR2. New Feature WorkshopsCONTRACTOR provides CITY with a series of workshops where new features to the product will be described and demonstrated. R R3. Project Planning CONTRACTOR facilitates planning sessions as defined within the Project Schedule, on Project scope, schedule, resource, risk, quality, and performance reporting. R C 4. Technical Infrastructure Support Plan CONTRACTOR, with CITY’s support, creates a plan that covers the build out of the Oracle CC&B 2.9 environments and the steps required to support the environments.R R5. Success Criteria Development Identifying those expectations that support the business drivers for the Project. The Success Criteria Development outlines the 3 to 6 success criteria for the Project, how each criterion will be evaluated, the data and measurements that will be used to assess each criterion, and the time periods at which each criteria will be evaluated C R 19 CONTRACTORCITY6. Stakeholder IdentificationIncludes identifying Steering Committee members, Project sponsors, business process owners, SME’s, department managers, supervisors, and key users that will be impacted by or involved in this ProjectC R7. Refine Project Schedule CONTRACTOR and CITY will draft the initial comprehensive Project Schedule with all CONTRACTOR and CITY Project activities. The Project Schedule will be deemed to be incorporated into this SOW. The work tasks and Deliverables identified in this SOW will be included in the initial CONTRACTOR Project Schedule and will be refined in this phase. CITY will contribute to the development of the schedule.RR

8. Approval to proceed to Requirements Analysis Phase CONTRACTOR and CITY meet with the Steering Committee to review the results of the phase. Steering Committee reviews and approves moving to the Requirements Analysis phase.C RPhase 1: Start-Up and Assessment Assumptions 1. CITY-CONTRACTOR Consulting Agreement, Statement(s) of Work, and Non-Disclosure Agreement(s) have been executed with CONTRACTOR.2. Initial Project Core Team identified for both CONTRACTOR and CITY.3. Facilities and equipment have been procured and set up including access to Internet and CITY VDI environment. 20 4.CITY and CONTRACTOR staff and other resources will be provided within the time frame required for the workshops and planning sessions. Phase 1: Project Start-Up and Assessment Completion Criteria 1. -MeetingCITY accepts all agenda items discussed.

2. Updated Project ScheduleElectronicCITY and CONTRACTOR review and Analysis phase.3.New Feature Workshops Meetingworkshops took place. 4. Project OrganizationElectronicCITY and CONTRACTOR review and 5. Technical Infrastructure Support Plan ElectronicCITY accepts the plan is complete with 6. Product Installation Software & AccessCITY accepts the CC&B V2.9 with the latest service pack product is installed; and access is available using the acceptance process.7. Success Criteria DevelopmentElectronicCITY accepts review Success Criteria Development has been completed. 21 8.Stakeholder IdentificationProcessCITY reviews list of stakeholders with CONTRACTOR.9.–Project Start-up.ElectronicExecutive Project Sponsors provide written approval to proceed to Requirements Analysis Phase. 5.4.3 Requirements Analysis and Fit/Gap AnalysisRequirements Workshops will be conducted for those items that come out of the New Features Workshops and to cover the new modules in v2.9. These workshops require participation by CITY's Core Team and Subject Matter Experts (SME’s). The CONTRACTOR is responsible for documenting decisions and action items that arise during the workshops. CONTRACTOR shall: a) Provide a Fit/Gap analysis and lead new features workshops. b) Document each new feature as part of the Decision Sheet. c) Provide an analysis document that will be created for each feature to d) Provide the following key activities: i. Hold Fit/Gap Sessions for New Features. ii. Update Decision Sheets.iii. Identify any customizations that can be deprecated.iv. Deprecate those customizations.v. Update any Business Process Flows impacted by New Features and depreciations. If any new features would allow for the reversion of customization, the Decision Sheet would be updated with that information, and the customization would then be deprecated. 22 The following table lists the key activities during the Requirements Analysis/Fit-Gap: CONTRACTOR CITY1.Attend Functional/Business Process Workshops Attended by Core Team and SMEs as needed. RC2.Requirements Review and ApprovalPeriodic review and approval of the requirements traceability matrix.R C3. Master Test Plan DocumentCONTRACTOR will provide a Master Test Plan template document that includes objectives, approach, phases, Deliverables, defect management process, and environment requirements. CITY , with assistance from CONTRACTOR will modify the template to meet CITY’s approach.R C

4. Data Migration Strategy Plan CONTRACTOR and CITY will jointly produce a data migration strategy plan document that will document the objectives, strategy, assumptions, statistics, architecture, team roles, responsibilities, activities, and schedule.R R

5. Data MigrationCONTRACTOR is responsible for leading data conversion mapping, CC&B V2.9 data load, and validation testing, activities.R C 23 CONTRACTORCITY6.Integration PlanCONTRACTOR will document the manner in which each integration will access CC&B V2.9.RC7. Draft Training Plan and Needs AssessmentCITY develops a Training Strategy to address CITY’s Training Requirements. C R8. Draft Reporting Plan CITY develops a Reports Plan to address Reporting requirements and overall strategy to CITY operational reporting requirements at Deployment. CONTRACTOR provides Reports Plan template and assists CITY with Reporting.C R

9. Draft Deployment- Cutover PlanCONTRACTOR provides a Draft Deployment – Cutover Plan document to be used in subsequent phases. CITY contributes to the initial tailoring of this document for and tasks. R C

10.Communications ScheduleDevelop the high-level communications calendar outlining the communications activities for each stakeholder group (including both internal and external stakeholders)C R11. Approval to proceed to Design and Construction PhaseCONTRACTOR and CITY meet with the Steering Committee to review the results of the phase. C R 24 Requirements Analysis Assumptions:1. Facilities and equipment are in place including access to Internet and VPN. 2. -side Integration points (i.e., applications outside the CC&Bapplications. CITY will perform any translation of data values to target -scope Integrations to perform as designed. 3.standards for which data translation, transport and delivery in and out any external systems.4. 5. Should new requirements (not related to existing functionality)not previously portal zones, query zones), Integrations, and reports, a Change Order will be created and approved by both parties and may result in an adjustment of cost and/or schedule. Requirements Analysis Completion Criteria 1.Functional WorkshopsWorkshops CITY accepts that Functional Workshops were completed satisfactorily based on mutually agreed upon criteria. 2. Updated Project Schedule ElectronicCITY and CONTRACTOR review and 3. Master Test Plan DocumentElectronicCONTRACTOR delivers template to CITY . 4. Master Test Plan Document Revisions ElectronicCITY and CONTRACTOR review CITY’s draft revisions5. Integration Plan ElectronicCITY and CONTRACTOR review and accept the contents. 25 6. Draft Training Plan and Needs AssessmentElectronicCITY and CONTRACTOR review and accept the draft contents. 7. Draft Reports Plan ElectronicCITY and CONTRACTOR review and accept the draft contents. 8. Draft Deployment - Cut Over PlanElectronicCITY and CONTRACTOR review and accept the draft contents. 9. Communications Schedule Process, ElectronicCITY reviews and accepts initial schedule has been drafted. 10. – Requirements Analysis Phase. Electronic CITY Executive Project Sponsors provide written approval to proceed to Design and Construction Phase.5.4.4 Design and Construction During the Design and Construction Phase, work is done on all integrations, in this SOW. CONTRACTOR will develop and implement the necessary changes and provide the following: a) Implement a plan for ongoing patching and new releases so the City does not lose support with Oracle and does not have to perform another major upgrade. b) Provide development resources, guidance, and training for developing automated test scripts using UTA.c) Prioritize the development of UTA test scripts focusing on the most critical functions and processes.d) Adhere to any Documentation and Source Code Repository requirements the City puts forth.e) Lead to ensure design meets development.CONTRACTOR shall provide the following key activities: a) Upgrade v2.6 Java to v2.9 Java 26 b)standards. c)to update all reports currently in use by the City due to schema changes within the database when upgrading from v2.6 to v2.9.d) Provide f e) Plan and implement test plans for System Integration and User Acceptance Testing, ensuring that a test script is available to support all requirements and customizations. f) Provide the Initial Cutover Plan and update and review the cutover plan. g) Develop code, test, document unit testing, update/create design documentation, release notes, and packaging. h) Begin knowledge transfer i) Manage a more agile approach with daily stand-ups. j) Provide document for functional testing as modules are completed. During Design and Construction, if the current version of the system requires correction, CONTRACTOR will note the corrective action and present it to the City for a decision. As with other areas, a Decision Sheet will be developed for each item. The following table lists the key activities to be executed during the Design & Construction Phase: CONTRACTOR CITY 1. CONTRACTOR provides support for the application configuration.R R 2.Complete the application configuration CONTRACTOR defines remaining application configuration values and CITY enters them into the system. R C3. Review and knowledge transfer of the application configuration CONTRACTOR and CITY enter Configuration into the system. CONTRACTOR provides knowledge transfer and guidance to CITY. R R 27 CONTRACTORCITY4. Detail Design and Development of Extensions - CONTRACTORCONTRACTOR will update the design, development and unit testing Extensions. RC5.Detail Design and Development of Advanced Configuration - CONTRACTORCONTRACTOR will update the design, development and unit testing Advanced Configuration. R C6.Detail Design and Development of Integrations - CONTRACTOR-V2.9 side CONTRACTOR will update the design, development and unit testing Integrations. RC7. Detail Design and Development of Reports – CONTRACTOR CONTRACTOR will assist CITY with the schema knowledge and CC&B code development if applicable to update any reports needed. C R 8. Background Process Scheduling CONTRACTOR works with CITY operations to update the V2.9 Batch Schedule to execute background processes including any new MDM jobs required. CITY provides information regarding sequence and dependencies. R R

9. End User Training MaterialsCONTRACTOR will provide assistance to CITY for the development of End User Training Materials. C R 28 CONTRACTORCITY10. Data Migration CONTRACTOR is responsible for leading data migration mapping and will support CITY in the V2.9 side data load, and validation testing, balancing and verification activities. CONTRACTOR is responsible for providing V2.9 Conversion processes and utilities knowledge transfer to CITY. RR

11. Migration Runs –V2.9 SideCONTRACTOR will execute conversion runs as needed.R C12. System Procedures-OperationalCITY will develop operational procedures for the system. CITY will use these procedures in the Testing & Acceptance phase.CONTRACTOR will assist.C R 13. Training Plan and ScheduleCITY finalizes Training Plan and Schedule to address Training Requirements. C R 14. Reports Plan and ScheduleCONTRACTOR and CITY finalizes a Reports Plan and Schedule to address Reporting Requirements.R R 15. Deployment -Cutover PlanCONTRACTOR further refines the Cutover Plan. CITY will utilize and refine this Plan in the Testing & Acceptance phase. R C 29 CONTRACTORCITY16. Approval to proceed to Testing PhaseCONTRACTOR and CITY meet with Executive Project Sponsors to review the results of the phase. Executive Project Sponsors review and approve moving to Testing phase. CRPhase 2: Design and Construction Assumptions:1. frame required for the Design and Construction phase. 2. Facilities and equipment are in place including access to Internet and VPN. 3. Changes, if required, will be documented on a Change Order Form and if approved will be implemented with an equitable adjustment to cost and or schedule.4. Integration does not include third party application development, testing translations to/from an Integration Canonical Schema. CITY will be responsible for any technical development for translation, transport, and delivery as well as associated testing in and out of any external systems.Phase 2: Design and Construction Completion Criteria 1. Software CITY and CONTRACTOR set up in accordance with the Requirements Analysis Spreadsheet and Rationale Documents. 30 2.Extensions -CONTRACTORSoftwareCITY accepts delivery of CONTRACTOR unit-tested Extensions. 3. Advanced Configuration -CONTRACTOR Software CITY accepts delivery of CONTRACTOR unit-tested 4. Advanced Configuration -CITYSoftware CITY and CONTRACTOR unit-tested Advanced 5. Integrations -CONTRACTORSoftware CITY accepts delivery of CONTRACTOR unit-tested Integrations.6. Integrations -CITYSoftware CITY and CONTRACTOR -tested Integrations.7.Reports -CONTRACTORSoftware CITY accepts delivery of CONTRACTOR Report Query Designs. 8. Reports -CITYSoftware CITY and CONTRACTOR -tested Reports. 9. Test Plan ElectronicCITY and CONTRACTOR 10. Test Scenarios and ScriptsElectronicCITY and CONTRACTOR 11. End User Training Material ElectronicCITY and CONTRACTOR 12. Migration RunsProcess & ElectronicCITY and CONTRACTOR results of limited runs. 13. System Procedures-OperationalElectronicCITY and CONTRACTOR 14. Integration PlanElectronicCITY and CONTRACTOR 15. Training Plan ElectronicCITY and CONTRACTOR review the contents. 31 16.Reports PlanElectronicCITY and CONTRACTOR review the contents. 17. Reports PlanElectronicCITY approves the deliverable 18. Cutover PlanElectronicCITY and CONTRACTOR review and 19.Updated Project Schedule ElectronicCITY and CONTRACTOR and that the level of detail is 20. – Design and Construction Phase.ElectronicCITY Executive Project Sponsors provide written approval to proceed to the Acceptance Phase. 5.4.5 Testing Phase a. The CONTRACTOR shall work with CITY to identify current test scripts and evaluate for new and existing functionality gaps. b. CONTRACTOR will provide UTA (Oracle Utility Testing Accelerator) Development Resources to the project to build out a subset of automated scripts within the City’s CC&B Application. c. CONTRACTOR will provide training and guidelines to designated City resources who will also be creating UTA scripts. Each module includes a standard Unit Test Plan (UTA) document. 5.4.5.1 This plan shall cover all the steps used to unit test the module and appropriate screenshots a. CONTRACTOR shall provide the following: i) Provide UTA Development support for the project. ii) Divide testing into two test cycles: System Integration Testing and User Acceptance Testing. iii) Crequirements analysis report documented in the Requirements Analysis Workshop phase. 32 iv) Train the City testing team on the new navigation changes and new features in the Oracle application and support the City with the testing activities.v) Resolve defects and participate in the retesting. b. CONTRACTOR shall provide key activities: i) Prepare end-user training materials. ii) Conduct City training. iii) Review, develop, and modify test plans and operational readiness plans. iv) Perform Unit -ins, reports, conversions, etc. v) Assist the CITY with user acceptance testing by providing defect management and testing oversight. The CITY resources are responsible for executing User Acceptance Testing. vi) vii) Assist the CITY with development of User Acceptance Test Plan. viii) Work with the CITY to achieve User Acceptance Sign- ix) Trial (mock) upgrade deployments and Dress Rehearsals. x) Finalization of cutover and contingency plans. xi) necessary. xii) Revise end-user training materials when necessary. xiii) Final hardware platform requirements for live operations are installed. c. CONTRACTOR will work with the CITY to execute system integration testing and shall: i) Work with the CITY to test and ensure the system functions and that the integrations with other systems function as they do in the current system. ii) Work with the CITY to test and validate that data sent to the general ledger system matches and is accurate. iii) Verify the system integration testing will use normal batch schedules to ensure all batch jobs run to completion. d. CONTRACTOR will support the CITY with User Acceptance Testing:
33 i) CONTRACTOR will assist CITY business users executing their daily tasks utilizing the To-in CC&B (Day-In-The-Life Testing). ii) Work with the CITY to get UAT sign-as part of the Go-Live Acceptance to proceed to the Deployment Phase.iii) Verify all batch schedules are run as in production. 5.4.5.2 CONTRACTOR will conduct Parallel Billing. Parallel Billing exercises the system's daily bill cycle functionality with actual production data. Using the system’s batch scheduler, processing for each cycle will run in succession (as close together as possible), ensuring the goal of processing and reviewing all cycles at least once and selecting cycles for a second time. 5.4.5.3 CONTRACTOR shall provide the overall approach for Parallel Billing to include the following: a) Refresh the CC&B Production Environment data and run a Dress Rehearsal (with the help of City resources).b) Ensure the bill cycles in CC&B match the current Production billcycles. c) Bring the daily production reads to the current and upgraded CC&B systems. d) Run the designated set of jobs in CC&B that are required to produce bills with the required meter reads. 5.4.5.4 CONTRACTOR shall run a set of queries to match up the current billing andresults to the upgraded CC&B billing results. The results of the Parallel Billing queries will then be categorized as one of the following: a) Matched - meaning the number of days of service for each service at a calculated is the same, and the charges calculated for the service also match. b) Reconciled – The CONTRACTOR with CITY shall determine why the charges do not match, and verify areas such as the following: i. Account has no bill cycle in CC&B. Account estimated in both systems but was manually billed in Legacy. ii. Meter Read violated Hi-Lo in both systems but was manually completed in Legacy. iii. Bill violated high-bill limit but was manually updated in Legacy. 34 iv. Rounding issues between the systems.v. With execution of each batch business day a CONTRACTORresource will produce and distribute a spreadsheet that is color coded identifying the matching bills and bill requiring reconciliation. The following are activities that will be performed during the Testing phase: CONTRACTORCITY 1.Testing Support CONTRACTOR provides assistance to CITY in the resolution of problems or defects encountered while testing V2.9. R C2. Update Test Scenario and ScriptsCITY to update test scenarios and scripts as required. CONTRACTOR to assist when possible. C R 3.Testing -Incident Reporting and Communication Process CITY to setup Incident Reporting and Communication Process as defined in the Master Test Plan. CONTRACTOR to assist.C R 4.Unit Testing CONTRACTOR executes Unit tests as outlined in the Master Test Strategy utilizing test data created in the Design and Construction Phase. CONTRACTOR provides support and corrects defects in its Deliverables. R C 35 CONTRACTORCITY5.TestingCITY executes Functional / Configuration tests as outlined in the Master Test Strategy utilizing test data created in the Design and Construction Phase. CONTRACTOR provides support and corrects defects in its Deliverables. C R

6.Integration Testing CITY and CONTRACTOR execute Integration Tests as outlined in the Master Test Strategy utilizing test data created in the Design and Construction Phase. CONTRACTOR provides support and corrects defects in its Deliverables. CITY corrects defects in its deliverables. R R

7. System Testing CITY executes System Tests as outlined in the Master Test Plan utilizing test data created in the Design and Construction Phase, with help from CONTRACTOR test leadCONTRACTOR provides support and corrects defects in its Deliverables. CITY corrects defects in its Deliverables.C R 36 CONTRACTORCITY8.Parallel Bill TestingCONTRACTOR executes Parallel Bill testing and provides a daily match/reconciliation of all accounts.R C9.Performance TestingCITY executes Performance Tests as outlined in the Master Test Plan. CONTRACTOR performs the tuning of Oracle Database, V2.9 applications based on recommendations. CITY performs performance tuning of infrastructure (network, hardware, operating system) based on recommendationsR R

10.User Acceptance Testing (UAT)CITY executes UAT as outlined in the Master Test Plan utilizing converted data. CONTRACTOR provides support and corrects defects in its Deliverables. CITY corrects defects in its Deliverables. C R

11. Background Process Scheduling CITY tests Background Process Scheduling setup during testing. CITY revises setup if needed.C R 12.Project Training –Testers CITY will provide Training to Testers. C R 37 CONTRACTORCITY13.End User TrainingCONTRACTOR with help from the CITY will provide Training to CITY End Users as defined in the Training Plan. R C14.Data Migration CONTRACTOR is responsible for leading data migration mapping and will support CITY in the V2.9 side data load, and validation testing, balancing and verification activities. CONTRACTOR is responsible for providing V2.9 Conversion processes and utilities knowledge transfer to CITY. R R

15.Mock Data Migration Runs Testing of migration process. CITY and CONTRACTOR will execute at least 5 end-to-end mock migration runs.R R 16.Dress Rehearsals Performed in concert with a mock data migration and is a rehearsal of the Deployment - Schedule. CITY and CONTRACTOR will execute at least 1 Dress Rehearsal prior to Deployment.R R 38 CONTRACTORCITY17.Deployment -Cutover Schedule – FinalCITY and CONTRACTOR will utilize Deployment – Cutover Plan and will develop detailed schedule of readiness and cutover tasks for Deployment.C R 18.Business Readiness TasksCITY will implement the process for tracking and reporting, CONTRACTOR will assist.C R 19.Approval to proceed to Deployment PhaseCONTRACTOR and CITY meet with Executive Project Sponsors to review the results of the phase. Executive Project Sponsors review and approve moving to Deployment phase. C R Phase 3: Testing Assumptions 1. CITY and CONTRACTOR staff and other resources will be available within the time frame required for the Testing phase. 2.Facilities and equipment are in place including access to Internet and VPN. 3. The Deployment criteria previously established have been referenced in the Deployment decision.4. End User Training is complete and the End Users are confident in their readiness to go live. 5. Any software implementation issues have been resolved according to the Deployment criteria. 6.Final readiness and cutover activities are complete and accurate. 7. New/Revised Business Process documentation is complete and accurate. 39 8.Technical Operational procedures are complete and accurate.9.CONTRACTOR will provide an overview of the testing process and provide baseline test scenarios to assist CITY with their testing efforts. 10.CITY will appoint a Testing Lead/Manager.11. CITY is responsible for managing the Functional, System and User Acceptance Testing effort as defined in the Master Testing Strategy, including developing of CITY specific test plans and cases and building appropriate test scripts based upon CITY’s business processes and procedures. CONTRACTOR will assist as requested.12.CITY will provide all the testers required for Functional, System, User Acceptance Testing and Performance Testing. The Core Team will generally be the lead Testers for their respective functional areas. Additional Testers may be required, and it is assumed they will have been trained prior to testing and will be familiar with CITY’s business requirements. 13. If participation by an outside vendor, whose product is not included in the V2.9 application, is required to test the Integrations described herein, CITY is responsible for all contractual arrangements and communications for this effort. Negotiation and management of these arrangements are not the responsibility of CONTRACTOR, although if requested by CITY, CONTRACTOR will assist in reasonable communications and facilitation of Integration testing with such outside vendors. Phase 3: Testing Phase Completion Criteria 1. Electronic CITY and CONTRACTOR completion.2. Integration Testing Electronic CITY and CONTRACTOR completion.3. System Testing Electronic CITY and CONTRACTOR completion. 40 4.Parallel Bill TestingElectronicCITY and CONTRACTOR completion.5. User Acceptance TestingElectronic CITY and CONTRACTOR completion.6. Performance and Stress Testing Electronic CITY and CONTRACTOR completion.7. Final -Business Process Change Documentation - New/Modified Business ProceduresElectronic CITY and CONTRACTOR 8. Final -System Procedures –Operational Electronic CITY and CONTRACTOR 9. Final -Background Process Scheduling Electronic CITY and CONTRACTOR 10. End User Training Training CITY and CONTRACTOR completion.11. Mock Migration Runs Electronic CITY and CONTRACTOR completion.12. Dress Rehearsals Electronic CITY and CONTRACTOR completion.13.Deployment -Cutover Schedule-FinalElectronic CITY and CONTRACTOR 14. Updated Project Schedule Electronic CITY and CONTRACTOR contents and the level of Go-Live phase. 15. Final Integrated System SoftwareCITY and CONTRACTOR Extensions, Integrations, Reports and Data Conversion processes for deployment phase. 41 16.Technical Infrastructure SupportSoftware & Access CITY accepts the infrastructure is installed and access is available for Production environments17. Business Process Change –Testing and Training Program SupportProcessCITY accepts training and testing support has been provided 5.4.6 Deployment Phase Deployment includes the instance. This task includes the execution of any data migration procedures and -user training is delivered by City with support from CONTRACTOR. CONTRACTOR shall provide the following key activities: a) as necessary. b) c) Execute cutover plan. d) Deliver end-user training. e) Prepare production environment. f) Conduct data upgrade activities. g) -live testing (as required for the application) h) Perform a volume test i) Final system acceptance test. j) Stress test. 42 The following table lists the key activities for the Deployment phase: CONTRACTOR CITY1.Production Helpdeskproduction helpdesk communications and procedures. CONTRACTOR provides support.CR2.Deployment SupportCONTRACTOR provides support during the final deployment of the system.R C3. Final Business Process Change Documentation - New/Modified Business ProceduresCITY verifies and distributes Final Business Process Change Documentation - New/Modified Business Procedures to users. C R4. Final External CommunicationsCITY provides schedule of events to external parties.C R5. Final Internal CommunicationsCITY provides schedule of events to internal departments. C R6. Final Review of Deployment -Cut Over ScheduleCITY and CONTRACTOR formally review the deployment and cutover schedule and contingency plans.C R7. Final Technical Infrastructure Support schedule check CITY and CONTRACTOR perform a final check Software and Environment infrastructure and confirm support plans. C R8. Final Data Migration Final Data Migration extract, load, cleanup, balancing, and verification are performed. R R 43 CONTRACTORCITY9. Go / No Deployment DecisionThe results of the Final Data Conversion are evaluated and a Go or No Deployment decision is made. CR10. No Deployment DecisionIf the decision to not go live is made, then contingency plans are executed.C R11.Contingency Plans Execute contingency plans as defined in Cutover/Deployment Plan if needed.CR12. Approval to DeploymentCONTRACTOR and CITY meet with Steering Committee to review the results of the Final Data Conversion. If satisfactory, Steering Committee reviews and approves Deployment decision.C RPhase 4: Deployment Phase Assumptions 1 frame required for the Deployment Phase. 2 Facilities and equipment are in place including access to Internet and VPN. 3 The Quality of the Data Migrated meets the Deployment Acceptance Criteria or any deviation from these criteria that has been deemed acceptable to CITY . 4 go live. 5 Any software implementation issues have been resolved according to the Deployment criteria 6 Final Data Migration was successful and balanced/reconciled. 7 Final Dress Rehearsal was successful. 44 Phase 4: Deployment Phase Completion Criteria1. Final -Business Process Change Documentation - New/Modified Business Procedures Electroniccompletion.2. Final Data Migration Electroniccompletion and results.3. – Deployment Phase ElectronicCITY Executive Project Sponsors provide written approval to proceed to the Stabilization Phase.5.4.7 Stabilization Phase CONTRACTOR shall: a) Support City in performing day-to-day support activities on the new system in the production environment. b) Conduct a post-production audit. c) Identify performance issues. d) Record and track all support issues. e) Develop and implement plans to correct outstanding issues. f) Remain on-call to assist with any potential operational issues. g) Assist as needed with ad-hoc and Post Go-Live training. CONTRACTOR shall provide the following key activities: a) CC&B V2.9 Help Desk support to assist users with challenges post go-live. b) Problem resolution support.c) Assist with training support.d) Monitor usage and adjust as necessary.e) Monitor and support month-end processing.f) Monitor and support year-end processing (if applicable). 45 The following table lists the key activities during the Stabilization phase:CONTRACTORCITY1. Production Helpdesk CONTRACTOR triages all helpdesk support items. CITY supplies information regarding the problem. CITY will provide support as able. R C2. Problem Resolution CONTRACTOR provides problem resolution. CITY provides problem resolution support.R C3. Performance Tuning MeasurementCITY measures performance during 30-day window. CONTRACTOR provides performance tuning recommendations and advice. C R 4. Performance Tuning CONTRACTOR works with Oracle CC&B Support to handle performance issues. R C5. Final System Acceptance CONTRACTOR and CITY meet with Executive Project Sponsors to review the results of the Final Performance measurement period. Executive Project Sponsors review and approve Final System Acceptance.C R 46 Phase 5: Stabilization Assumptions1 CITYDeployment phase. 2 Facilities and equipment are in place including access to Internet and VPN. 3 CITYimplements agreed-upon network performance-tuning recommendations on a timely basis.4 CITYaddresses all training issues with respect to system use. 5reasonably within in its control.6 Stabilization starts immediately after Deployment and will last for 3 months. Up to 3 months of on-site support from the key USP team members with an orderly transition to the CITY team. Phase 5: Stabilization Completion Criteria 1. Performance Tuning Paper or Electronic or Software CITY 2. Final System Acceptance Paper or ElectronicThe Steering Committee provides written approval. Final System Acceptance is CITYall Severity 1 – Resolution of Incidents) have been resolved prior to the 120th day of Post Deployment Phase.Final System Acceptance will occur thirty (30) calendar days after the end of the Stabilization period provided there are no Severity 1 or 2 defects during that thirty (30) day period.Includes those Severity 3 items which the parties agree should be resolved prior to Final System Acceptance. 47 5.5 City The following describes the types of City resources and the estimated time commitment for each throughout the project. a) Project Manager – Dedicated to the project throughout. b) Functional SMEs – Available to the project throughout the project, dedicated during Fit/Gap and Testing.c) – Dedicated to the project throughout.d) Technical Admin/DBA – Available to the project throughout. e) City Developers/Report Developers – Dedicated to the project throughout. f) Sponsors – Available to the project throughout. CONTRACTOR resources are dedicated to the project for their roles and responsibilities in the project. The City reserves the right to evaluate and request CONTRACTOR project team member replacement if there are performance issues. CONTRACTOR will address resources issue promptly before it is impacting project delivery and timeline. 5.5 Training 5.5.1 Training Assumptions a) City business and CC&B system processes are documented and understood before end-user training commencement. b) with understanding City business/system processes. c) CONTRACTOR provides training materials (electronic and hard copy). d) CONTRACTORthe City intends to implement its business processes in CC&B. e) CONTRACTORchanges to City’s business process f) Due to the increased number of hands-on exercises in each end-user class, individual classes of 15 or more students require an assistant instructor to aid in the exercises. g) City will provide one project team member familiar with the business rules and process change for the topic covered at each end-user training class. CONTRACTOR ‘s End User Training process will include the updating/creation of electronic training material and printed materials including student workbooks and help guides. Most of the technical training will be handled through side-by-side knowledge transfer, however CONTRACTOR will also conduct training sessions for Groovy, Configuration Tools, and Oracle UTA as described below:
48 5.5.2 END-USER TRAININGCONTRACTOR shall: a) Collaborate with City several training activities related to the upgrade of the City CC&B v2.6.01 to v2.9. b) Create a training strategy and plan. c) Develop and implement a training plan to ensure that end users are properly prepared to take advantage of new functionality introduced in CC&B V2.9.PHASE 1 - TRAINING PROJECT DEFINITIONtraining phase -phases as described below: TRAINING REQUIREMENTS ANALYSIS | 10 DAYS ON-SITE a) This phase will consist of ten (10) days of on-site work at the City facilities (where possible) wherein CONTRACTOR trainer will identify, analyze, and implemented by City as a part of their CC&B upgrade project. During this period, CONTRACTOR trainer will need access to any process analysis and requirements documents, as well as design and decision papers to get a better understanding of the desired use of CC&B by City. b) In addition, CONTRACTOR roles planned by City as a part of their go-live strategy. The information gathered during this phase will be critical in the development of pertinent role-based course material to be delivered to the end users. TRAINING PLAN DEVELOPMENT | 5 DAYS OFF-SITEa) The CONTRACTOR trainer will use the end user/role segmentation and business/system process information gathered during the Training to be delivered, as well as work through the rollout strategy and delivery schedule.b) Upon completion of this phase, CONTRACTOR will provide the City Project manager with a detailed user/role segmentation breakdown upon training delivery schedule for the End User Training. 49 PHASE 2 - TRAINING MATERIAL DEVELOPMENTa) The second phase of training will consist of the customization/development of core end user materials to incorporate b) Training material to be developed during this phase will include: i. Slide Presentation – These will be used by the class instructor to provide a visual illustration of the topics being covered in each class.ii. Student Workbooks (for in-class exercises) – These are provided for each student as they follow along and provide the instructions for the in-class exercises the students will be performing to enforce the knowledge transfer. PHASE 3 - TRAINING DELIVERY During Training Delivery, the CONTRACTOR trainers will conduct the training classes per the schedule in the Training Assessment phase. City will be present in the training classes where possible to ensure all class attendees get adequate help and to clarify business process.Upon completion of the scheduled training, a potential second round of classes can be scheduled to handle any City attendees who could not attend a regularly scheduled class or those whom the City trainer and CONTRACTOR trainer feel need some follow-on help mastering the system. 50 5.5.3 Technical Trainingo CONTRACTOR shall provide an eight (8) day deep dive training into Groovy, the new scripting language for CC&B v2.9. This course focuses on teaching the essential knowledge about using Groovy to implement customizations in Oracle Utilities products and the following:a) Provide an abbreviated (5-8 days) to cover all materials in USP’s RFP response.b) CONTRACTOR will provide Java guidance and hands-on training by CITY resources c) Provide Calculation rule base rate training (the New CC&B rate engine). d) Provide Oracle UTA scripting training e) In addition to the formal Training listed above, CONTRACTOR provides many opportunities for knowledge transfer during each phase of the project. This can take the form of on-the-job training through collaboration between the CONTRACTOR performed via working sessions and/or documentation. For example, during the initial upgrade environments' buildout, the City will shadow while the CONTRACTOR team member documents detailed steps and explains the process. Reviewing functional and technical designs with

51 the City would also allow for knowledge transfer. Applying service packs and patches is another opportunity to transfer knowledge to the City.

5.5.4 CONTRACTOR shall integrate knowledge transfer into the project, passing on technical, system, procedural, and methodology skills and information to City team members at every step. In collaboration with the City, the CONTRACTOR shall create a knowledge transfer plan. The plan will cover the knowledge areas, subject topics, knowledge transfer, and knowledge recipients. Functional and technical areas are included in the plan. a) One on One Session b) Assigned Ownership c) d) Cross Pollination e) Class 5.6 Data Migration a) CONTRACTOR will bring the database to the target version, and shall complete the following: Archive and purge data and keep only 3 years of data as part of the project. b) Initiate and complete migration process

52 i. The data migration process will include a reconciliation of object counts and ii. Include object counts for most of the primary objects like Person, Premise, Account, Service Agreement, Service Point, Meter, Meter Read, Customer Contact, Bill, Bill Segment, Financial Transaction, etc.iii. These object counts would be gathered from both systems and compared to ensure no records were dropped along the way.iv. system comes online. 5.6.1CONTRACTOR will execute conversion validation jobs that are a part of the CC&B base product, and shall complete the following: a) Conduct the object validations: 1. Vkey validations which evaluate the relationships between parent and child tables as well as other related tables to ensure there are no orphaned records. 5.7 Data Archiving CONTRACTOR strategy for archiving and purging data based on the City’s business rules and requirements. CONTRACTOR will work with the City for Oracle’s Information Lifecycle Management (ILM).5.8 CutoverThe cut-over plan, including contingency plans, will be maintained in a spreadsheet that calculates each event down to the minute of anticipated execution. This plan is built and exercised during Dress Rehearsals. The cut-over plan can start tracking weeks in advance of the actual cut-over event with the inclusion of any external or internal communication which might include: a) Internal 24/7 Operations b) Internal Business Leadership (Executive Sponsors) c) Internal Third-Party integration partners d) External Third-Party Integration partners e) f) Web customers via we based messages. 53 The schedule will also paused during the days leading up to the cut-over event (Service Order stoppage, Collections/Severance Stoppage, etc.) Also included in the schedule will be the actual cut-over event timings beginning on the day of the actual cut-over event which would include:a) Close of business day.b) Last posting of batch payments.c) Last Nightly Batch run.d) Final Financial reportse) System Backup f) Porting of data to new production system.g) Conversion Process run. h) Conversion Balancing and Reconciliation run and approved. i) System Backup taken from new Production system.j) System turned over to business users for invasive and non-invasive smoke testing. k) New Customer Self Service brought up and tested. l) New MWM brought up and tested. m) Any additional integration points tested.n) PWC Acceptance of the system. o) Completion of any catch-up manual work. p) Conversion of Go-Live Command Center to Business Support Center for immediate response to stabilization needs. The actual cut-over event will be determined by the project team and the impacting business units. 5.9 Final Deliverables After cutover, CONTRACTOR should deliver all project documentation to the City electronically. CONTRACTOR will be updating/creating end user training materials based on roles and business processes including a standard overview/introduction navigational workbook and class. All training materials will take the form of a PowerPoint presentation and student workbook for each class.Technical documentation including design documents, environment management documents, and an environment build document will be updated/created throughout the project as appropriate. 54 CONTRACTOR will be producing a batch management document as well. CONTRACTOR will provide the City with the full set of project documentation as built throughout the implementation. In addition, Oracle provides a full set of product documentation, in electronic format with its products. This documentation may include installation guides, system administration guides, user guides, service manuals, technical reference manuals, release notes, as well as other deliverables that vary by product. Oracle owned and provided documentation is accessible and downloadable through Oracle’s support site: http://www.oracle.com/technetwork/indexes/documentation/index.html. Documentation for each product and release is also contained in a compressed 55 5.10 Acceptance of DeliverablesDuring each project phase, in an acceptance period, if applicable, the City will conduct the achievement of the Deliverables’ associated Acceptance Criteria. The standard acceptance period is mutually agreed upon by CONTRACTOR and the City. All documentation and deliverables created during this engagement shall be owned by CONTRACTOR. CITY will have 10 business days to review and approve all deliverable documents listed in each phase for the project (as described in section 5.4 Upgrade Methodology). 5.11 Status Reports, Decision Sheets, Change Order Management Process5.11.1 CONTRACTOR shall include a monthly report due on the last business day of each month, which shall include the following: a) Project description b) Executive dashboard (Green, Yellow, Red indictors for each functional area) c) Achievements d) Planned Activities e) Milestone statistics Critical Issues Risks Monthly reports shall be submitted to the City’s Project Manager for distribution via email. The city shall provide the contractor with depository and communication links for collaboration during the project. The contractor shall store all records and documentation and communicate via the mode agreed upon by the city (ex. SharePoint, MS Teams Chat, etc). 5.11.2 / 5.11.2.1 With the completion of each phase of the project CONTRACTOR will provide the CITY with an Acceptance Document formalizing the successful completion of the phase and entry into the next phase of the project. The CITY PM and CONTRACTOR PM will review and adjust the project plan as required prior to exiting each phase of the project. 56 Once the CONTRACTOR and CITY agree to move into the next phase of the CC&B V2.6 Upgrade Project and authorize the work included in this SOW for the respective phase of the project.5.11.2.2 Additional work outside the scope of this SOW shall be documented in writing with CONTRACTOR’s resource estimation and CITY approval prior to proceeding. The change in scope will follow the Project’s Change Order Management Process. CITY shall maintain a prioritized list of business requirements developed in consultation with CITY business users for possible review by the Project’s Change Order Management Process. For new scope of work, CONTRACTOR and CITY shall collaborate to prioritize tasks and agree on work to be completed in each iteration. CITY shall authorize work for each phase and each subsequent iteration based on the project plan and prioritized tasks. CONTRACTOR shall not commence work until CITY’s Project Manager provides written authorization to proceed with development on the new scope of work detailed by project change orders. Once a Project Change Order is approved, CITY shall provide authorization to proceed with development, as follows: A. Submission: CONTRACTOR shall submit the detailed scope of work and budget estimate to CITY’s Project Manager. B. Review: CITY’s Project Manager shall review the submission for completeness and alignment with project priorities and budget constraints. C. Authorization: Upon approval, CITY’s Project Manager shall provide tasks. This authorization may be in the form of a signed work order, email D. Commencement of Work: CONTRACTOR shall not commence any work until the written authorization is received from the CITY . E. CONCLUSION and COMPLETION of MONTHLY Work: Status reports detailing tasks must follow before payment is approved. * see 2A for Acceptance, Change, and Escalation Process 57 CITY’s Project Manager and CONTRACTOR shall regularly review the budget and constraints. 5.11.2.3 The CONTRACTOR shall manage changes through Decision sheets. Any items that modify the scope of work will be reviewed by the CONTRACTORand the City to determine if they impact the cost or timeline for this project. All changes must be documented in a mutually agreed-upon Decision sheet and approved by the CITY Project Manager. If a Decision Sheet approval Project’s Change Order Management Process for formal approval.5.12 Assumptions 5.12.1 CITY shall provide timely review, feedback, and review of all Expected approval process by CITY is 10 business days from the day of submission. 5.12.2 Milestone schedule includes 10% holdback. 5.12.3 CITY will communicate and manage vendors and departments within the organization and facilitate their participation in the Project when that is appropriate; and be responsible for the timeliness and quality of their activities and work product. 5.12.4 CITY, when appropriate, will be responsible for the timeliness and quality of their activities and work product. 5.12.5 Fixed pricing includes periodic travel by CONTRACTOR. 5.12.6 CITY will test and approve changes when deliverables and requirements are met. 5.12.7 CITY will provide access to accurate and up to date documentation for all processes, enhancements, integrations, reports, and batch streams required by the project. 5.12.8 Twelve-month engagement includes nine-month implementation followed by three months of post-go-live support. 5.12.9 CITY will provide appropriate access to the relevant functional, technical, and business resources with adequate skills, knowledge, and decision-making authority to support the services throughout the Project. 58 5.12.10 CITY will provide detailed design documents for all customizations and interfaces that exist and are accessible. 5.12.11 CONTRACTOR will provide guidance and training as the client dedicates a full-time developer with the necessary resources and expertise to the project. 5.12.12 CONTRACTOR will provide guidance and training for developing automated test scripts using UTA. 5.12.13 CONTRACTOR and CITY will prioritize the development of UTA test scripts focusing on the most critical functions and processes. 5.12.14 With support of CONTRACTOR, CITY will update user procedure manuals as needed. 59 6. IT General Provisions6.1. Unless otherwise exempted, news releases, endorsements, advertising and social media content pertaining to this Contract shall not be made without the prior written consent of the CITY . 6.2. CONTRACTOR agrees to provide to the CITY , at no charge, all Documentation, and updated versions thereof. “Documentation” means manuals and other printed materials necessary or useful to the CITY in its use or maintenance of the Deliverables or Services or Software. Manuals and other printed materials customized for the CITY hereunder constitute work product if such materials are required by the Scope of Services. CONTRACTOR agrees to provide additional Documentation at prices not in excess of charges made by CONTRACTOR to its customers for similar Documentation. 6.3. developed by the CONTRACTOR, and are made available to other licensees, they will be made available to the CITY at no additional cost only if such are made available to other Software, they shall be made available to the CITY at the CITY’s option at a price no greater than the Contract price plus a price increase proportionate to the increase form the list price of the original version to that of the new version, if any. If the Software has no list price, such price increase will be proportionate to the increase in average price from the original to the new version, if any, as estimated by the CONTRACTOR in good faith. 6.4 All inventions, discoveries, intellectual property, technical communications and records originated or prepared by the CONTRACTOR pursuant to this Contract including papers, reports, charts, computer programs, and other Documentation or improvements thereto, and including the CONTRACTOR’s administrative communications and records relating to this Contract (collectively “Work Product”), shall be the CITY’s exclusive property. Software and other materials developed or otherwise obtained by or for the CONTRACTOR -Existing Materials”) do not constitute Work Product. If the CONTRACTOR creates derivative works of Pre-Existing Materials, the elements of such derivative works created pursuant to this Contract constitute Work Product, but other elements do not. The CITY will have the same rights to the Work Product as it does to Deliverables. Such rights shall be unlimited, irrevocable, worldwide, perpetual, royalty-free, non-exclusive rights and licenses to use, modify, reproduce, perform, release, display, create derivative works from, and disclose the Work Product. These rights shall also include the right to release or disclose the Work Product outside the CITY for any government purpose and to 60 authorize any recipient to use, modify, reproduce, perform, release, display, create derivative works from, and disclose the Work Product for any government purpose.The ideas, concepts, know-how, or techniques relating to data processing, developed during the course of this Contract by the CONTRACTOR or jointly by the CONTRACTOR and the CITY may be used by either party without obligation of notice or accounting. This Contract shall not preclude the CONTRACTOR from developing materials outside this Contract that are competitive, irrespective of their similarity to materials which might be delivered to the CITY pursuant to this Contract. 6.5 hereby grants to the CITY , subject to the terms and conditions of this Contract, a perpetual, revocable, royalty-free, non-exclusive, license to use the software and related products in this Contract (hereinafter referred to as “Software”). The CITY may use the Software in the conduct of its own business, and any division thereof. 6.6 CONTRACTOR owns and reserves all right, title, and interest in CONTRACTOR devices and Services and suggestions to CONTRACTOR, including all related intellectual property rights. 6.7. Subject to the representations and warranties of the CITY in connection with the materials and access supplied by CITY , CONTRACTOR represents that, to the best of CONTRACTOR’s knowledge, CONTRACTOR’s tools, services, background technology, know-how, resources, or materials do not knowingly infringe the rights of any third party, and use of the same in connection with the Project will not knowingly violate the rights of any third parties except to the extent that such violations combination with materials or equipment outside of the scope of the applicable 6.8 . CONTRACTOR will indemnify CITY against all claims, losses, and reasonable expenses from any third-party claim alleging that the use of CONTRACTOR’s devices or Services infringes or misappropriates the third-party’s intellectual property rights by a court of competent jurisdiction or settlements entered into with a third party for any third party claim against CITY of intellectual property infringement by the CONTRACTOR’s devices or Services. CITY will promptly provide CONTRACTOR with written notice of such claim, tender to CONTRACTOR the defense or settlement of such claim at CONTRACTOR’s expense and cooperate fully with CONTRACTOR in the defense or settlement of such claim. CONTRACTOR’s intellectual property indCONTRACTOR’s devices or Services by CITY or a third-party not approved by CONTRACTOR; (b) use of CONTRACTOR’s devices and Services in combination with hardware or services not approved by CONTRACTOR; (c) use of CONTRACTOR’s devices 61 and Services other than as permitted in this Agreement; or (d) use of CONTRACTOR’s software that is not the most current release provided by CONTRACTOR to the extent that such release is provided by CONTRACTOR to CITY at no additional cost to the CITY . In the event an injunction is sought or obtained against CITY’s use of the CONTRACTOR’s devices or Services as described under this Agreement as a result of any such infringement claim, CONTRACTOR shall, at its sole option and expense, do one or more of the following: (i) procure for CITY’(ii)’s device or Service so that it does not infringe, or (iii) terminate CITY’ 6.9 The representations, covenants, obligations, rights, and agreements of the parties set forth in this Contract are not intended for, nor Contract including, without limitation CITY’s end user, suppliers, and/or customers. Under this Contract, CONTRATOR shall have no relationship with the customers to which CITY arises with CONCTRACTOR under this Contract. 6.10 CONTRACTOR represents that CONTRACTOR’s agreement to perform the services pursuant to this Contract does not violate any agreement or obligation between CONTRACTOR and a third party. 6.11 . Protection of CITY Information. In addition to the applicable provisions in the Exhibit D of the Contract, CONTRACTOR will use commercially reasonable administrative, physical, of CITY Information. At a minimum, CONTRACTOR shall not store, copy, analyze, monitor, or otherwise use CITY Information except for the purposes of providing the Services to CITY . CONTRACTOR shall comply fully with all applicable laws, regulations, and government any such data that CONTRACTOR receives or has access to under this Contract or in connection with the performance of the Services for CITY . CONTRACTOR shall otherwise protect PII and will not use, disclose, or transfer across borders such PII except as necessary to perform the Services under this Contract or in accordance with applicable law. To the extent that CONTRACTOR receives PII related to the performance of this Contract, CONTRACTOR shall protect the privacy and legal rights of the CITY , its personnel, clients, customers, contractors, residents, and visitors. All CITY Information stored or at rest in the CONTRACTOR’s data centers, or in transport, will be encrypted in transport and will not be transferred to any other hosting entity or location without the prior written consent of CITY . In the event of a security breach involving CITY Information, CONTRACTOR shall give notice to city in accordance with applicable law. “Security breach” for purposes availability of CITY Information or PII or allows unencrypted CITY Information or PII to be 62 acquired by an unauthorized person. Once a security breach has been contained, CONTRACTOR must provide CITY with a post-incident report documenting all containment, eradication, and recovery measures taken. CITY reserves the right in its sole discretion toand CONTRACTOR will fully cooperate with the third party. CONTRACTOR will also comply with all HIPAA requirements and any other state and federal rules and regulations regarding security of information. requirements of California Civil Code sections 1798.29. 6.12 CITY represents and warrants that it will not use PII with the Services. However, if CITY utilizes personal data for the Services, the CITY will collect all PII with proper notice and opt-out opportunities in accordance with all applicable privacy and data protection legislation, including, without limitation, the California Privacy Rights Act. CITY shall defend, indemnify and hold CONTRACTOR harmless from and against any third-party claims that relate to or arise out of CITY’s breach of this section. 6.13 . Upon termination, CONTRACTOR shall promptly return or delete all CITY Information as directed by CITY in writing at no cost to the CITY . Notwithstanding the foregoing, CITY may elect to download the CITY Information within thirty (30) business days of such termination. 6.14 “Deliverables” as used here means the items, including, without limitation, reports, graphs, charts, codes, [source codes, include if Contractor is creating software, website, or other similar operating system], and other documentation that CONTRACTOR provides the CITY pursuant to this Contract. CITY shall be granted all right, title, and interest in and to the deliverables. CITY shall have no restrictions on CITY’s use or dissemination of the deliverables. CITY shall have no restrictions on CITY’s use or dissemination of the Deliverables. Notwithstanding any other provision of the Contract, "Deliverables" does not include CONTRACTOR’s software documentation or code in any format. All right, title and interest in and to the services and the underlying software and including all intellectual property rights embodied therein, shall be retained in full by the owner. CONTRACTOR shall provide the following deliverables: See Section 5. All Deliverables may be subject to inspection, testing, and acceptance by the CITY , at the CITY’s sole discretion. CONTRACTOR shall furnish to CITY all information and data as may be reasonably required to inspect the Deliverables. 63 CITY will give written notice of rejection of a Deliverable within a reasonable time after receipt of the Deliverable. The notice will state the respects in which the Deliverables do ITY does not provide Deliverable will be deemed to have been accepted by the CITY . defects, fraud, and gross mistakes or negligence amount to fraud. Acceptance shall not be construed to waive any warranty rights that the CITY might have at law or by express reservation in this Contract with respect to any nonconformity. remain with the CONTRACTOR until such time as CITY accepts the Deliverable as described herein. Title to a special feature installed on a device and for which only a single installation charge was paid shall pass to CITY at no additional charge, together with title to the device which it was installed. 6.15. representations in this subsection begin upon delivery of the Deliverables or performance of the Services and expire in one (1) year thereafter. CONTRACTOR represents that (i) Deliverables and Services will substantially conform to the requirements of this Contract (including, without the Deliverables and Services will be free from material defects. If the parties have agreed represents that its Deliverables and Services provide all material functionality required thereby. In addition to the other representations set forth herein, where the Contract calls for software (e.g., software as a service), the CONTRACTOR represents that the software will perform in accordance with its license and CONTRACTOR shall not relieve the CONTRACTOR of its obligations during the Performance Period. CONTRACTOR represents that Deliverables furnished and Services performed hereunder: (i) will be free, at the time of delivery, of harmful code (i.e. computer viruses, worms, trap doors, time bombs, disabling code, or any similar malicious mechanism designed to interfere with the intended operation of, or cause damage to, computers, data or software); and (ii) will not infringe or violate any U.S. Intellectual Property Right. Without limiting the generality of the foregoing, if the CITY reasonably believes that harmful code may be present in any software delivered hereunder, CONTRACTOR will, upon the CITY’s request, provide a new or clean install of the software. hereunder is error-free or that it will run without immaterial interruption; (ii) warrant and will have no responsibility for a claim to the extent that it arises directly f 64 CONTRACTOR, or misuse by the CITY; or where CONTRACTOR resells hardware or software it purchased from a third party, CONTRACTOR, to the extent it is legally able to do so, will pass through any such third party warranties to the CITY and will reasonably cooperate in enforcing them. Such warranty pass-through will not relieve the CONTRACTOR from CONTRACTOR’s performance obligations set forth above. All representations, including special representationsinure to the CITY . representations provided in this Exhibit, the CITY’s remedy and the CONTRACTOR’s sole obligation will be limited to: (i) re-performance, repair, or replacement of the nonconforming Deliverable or Service; EXCEPT FOR THE EXPRESS REPRESENTATIONS SPECIFIED IN THIS SECTION, THE WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARICULAR PURPOSE. 6.16In performing the Services on a CITY site, or as required by law or regulation. CONTRACTOR shall take any additional precautions as the CITY may reasonably require for safety and accident prevention purposes. Any violation of such rules and requirements, unless promptly corrected, shall be grounds for termination of this Contract. 6.17. Neither party will be in default or otherwise liable for any delay, or failure of its performance under this Contract to the extent such delay, or riots, strikes, accident, war, governmental requirement or any action of government in its sovereign capacity, or act of civil or military authority whether of a similar or dissimilar nature to the foregoing, beyond the reasonable control and without the fault or negligence Any such Excusable Delay or Failure shall CONTRACTOR end the Contract until the Excusable Delay or Failure ceases, and, if practical, the Contract shall be deemed extended for the Contractor ended period accordingly. 6.18 . Contractor shall obtain cyber liability insurance, with limits not less than $2,000,000 per occurrence or claim. broad to respond to the duties and obligations as is undertaken by Contractor in this agreement and shall include, but not be limited to, claims involving infringement of intellectual property, including but not limited to infringement of copyright, trademark, trade dress, invasion of privacy violations, information theft, damage to or destruction of 65 electronic information, release of private information, alteration of electronic information, extortion and network security. The policy shall provide coverage for breach response If policy is a claims-following the completion of all services and additional service under this agreement. The retroactive date must be shown and must be before the date of the contract or the beginning of contract work. If coverage is canceled or non-renewed, and not replaced with another claims-date, the Contractor must purchase “extended reporting” coverage for minimyears after completion of contract work. 6.19 CONTRACTOR shall obtain technology professional liability, with limits not less than $1,000,000 per occurrence or claim. undertaken by CONTRACTOR under this Contract and shall include, but not be limited to, claims involving infringement of intellectual property, including but not limited to infringement of copyright, trademark, trade dress, invasion of privacy violations, information theft, damage to or destruction of electronic information, release of private information, alteration of electronic information, extortion and network security. The policy nd penalties If policy is a claims-made policy, such coverage shall be continued for three (3) years following the completion of all services and additional services under this Contract. The retroactive date must be prior to the date this Contract is approved or any services are performed. 6.20 In the event of any inconsistency between this Exhibit and any other exhibits, attachments, provisions of this Contract, this Exhibit shall precede any other exhibit, attachment, or provision of this Contract. 6.21 -During the term of this Agreement and for one year thereafter, each party agrees not to solicit for employment any of the other party’s employees that were directly involved in the performance of Services hereunder. For this requirement does not prohibit either party’s employees from seeking employment with the other party or responding to general advertisements or recruitments of the advertising party so long as the advertising party’s advertisements or recruitments did not target the other party’s employees. Notwithstanding any other provision of this Agreement, this section survives the expiration or termination of the Agreement. 66 This Attachment 2 to Exhibit A (“Attachment 2A”) supplements and incorporates by this reference the agreement between City of Sacramento (“CITY” or “City”) and Utility Solutions Partners, LLC. (“USP” , “CONTRACTOR” or “contractor”) for the Oracle Customer Care & Billing (CC&B) major version upgrade Implementation and Support Services (the “Project”), (the “Contract”).-c) for the Contract. The (a) Acceptance. Each Deliverable and performance of Services shall be subject to a (10) business days (or such longer period as the Parties shall mutually agree) after USP submits an in the form in Exhibit 2A (the “Period, CITY shall notify USP in writing regarding whether CITY accepts the Deliverable on a failure to conform in all material respects to this SOW (a “”). If CITY fails to provide to USP either type of written notice within ten (10) business days after the end of the Acceptance Period, USP shall provide an additional written notice ITY fails to days thereafter, the Deliverable or Service shall be deemed accepted. If CITY rejects any Deliverable or Service during the Acceptance Period, CITY’s Rejection Notice shall contain a written list of the material non-conformities. USP shall thereafter make -perform the Service (which shall be at no additional cost to CITY to the extent that the non-conformities arose from USP’s errors, omissions or failure to perform in accordance with this SOW) so it conforms in all material respects to this SOW (but in no event shall such corrective measures exceed thirty (30) days). USP shall then notify CITY in writing when the Deliverable or Service is ready for further acceptance evaluation for an additional 10-day Acceptance Period (or such longer period as the Parties shall mutually agree), and the acceptance process described above shall 67 repeat. If by the end of the second Acceptance Period the Deliverable, as revised, or Service, as re-performed, still does not conform in all material respects to this SOW, then CITY may either (i) request in writing that USP repeat the aforementioned correction process (which shall be at no additional charge to CITY to the extent that the non-conformities arose from USP’s errors, omissions or failure to perform in accordance with this SOW), or (ii) terminate the relevant SOW in writing without obligation to USP for any costs or expenditures relating to the non-conforming Deliverable or Service. If CITY fails to provide to USP either type of written notice within twenty (20) days after the end of the second Acceptance Period, USP shall provide an additional and if CITY fails to provide to USP either type of written notice for an additional period of pted. In the event of termination under this provision, USP shall refund to CITY , within ten (10) business days of written notice of termination, all sums paid to USP by CITY under this SOW for the non-conforming Deliverable or Service. Any disputes related to acceptance of a Deliverable or Service shall be addressed through the escalation process set forth in Section c below.(b) Project Change Order Process. CITY and USP shall each have the right to request from the other, or to produce in writing, a change to the schedule, fees, payment schedule and other aspects of projects described in this SOW. A change to an SOW must be done in accordance with the following procedure: (i) Change Order (“CO”) Initiated by CITY or USP. CITY or USP may initiate the CO process if in its reasonable opinion the scope of its work has increased or decreased or is likely to increase or decrease beyond that which has been agreed in this SOW, or its work is delayed or disrupted by the other Party, a third party USP or any other cause or circumstance beyond the initiating Party’s control.(ii) Initial Request by CITY or USP. CITY Project Manager or USP Project Manager shall initiate the CO process by completing a Project Change Order Form (“COF). The initiating Project Manager shall assign a unused consecutive number to the COF, and the COF shall contain the reason for the change being requested, any constraints or assumptions the initiating Party desires relative to the change, an initial estimate of the cost, estimated potential impact on schedule and risk for the project, and whether a Change Order Analysis (“COA”) is required, along with an estimate of the amount of effort and expense required to perform the COA. If USP determines that the expense of a COA should be borne by CITY, the COA shall be addressed as an independent COF. 68 (iii)Report of Approved COA. Upon completion of a COA approved in writing by both Parties, USP shall update the COF to describe the change, the rationale for the change, the cost charged for the change, any delay in the schedule as a result of the change, the known risk associated with the change if any, the effect the change will have on the project, and any other relevant factors, to the extent known.(iv)Approval or Disapproval of COF by CITY Authorized Signatory. Within ten (10) business days after receiving each COF, CITY Project Manager shall notify USP Project Manager in writing of CITY’s decision by approval or disapproval of the COF, or, if a COA is required, within ten (10) business days after receiving the updated COF based on the completed COA. In the event project changes reflected in a COF are acceptable to CITY’s Project Manager, CITY’s Project Manager will obtain the final approval of the COF as submitted with the required CITY approval signatures and deliver the executed COF to USP. Approval of each COF shall signify CITY’s agreement and acknowledgment of the cost and other elements in the COF. Either Party may, in its sole opinion, deem that the disapproval of any COF has resulted in a dispute, which is to be addressed in accordance with Section c below. (v) SOW Amendment. All project COFs that are duly executed by the authorized representatives of CITY and USP are hereby incorporated by reference into this SOW and shall be subject to the provisions of this SOW to the same extent and with the same effect as if originally set forth herein.(c) Escalation. The following escalation process will be followed if a dispute between the Parties arises during the performance of this SOW: (i) When a dispute arises between the Parties, the project team member(s) (ii) Level 1: If the project team cannot resolve the dispute within two (2) business days, the Parties’ respective Project Managers will meet to try to resolve the issue;(iii) Level 2: If the dispute is not resolved within three (3) business days after being escalated to Level 1, the Parties’ respective project executive sponsors will meet to try to resolve the issue; (iv) Level 3: If the dispute is not resolved within three (3) business days after being escalated to Level 2, the Parties’ respective senior executives (at least VP-level for CITY , and CEO or COO for USP) will meet to try to resolve the issue; 69 (v) Meetings may be by web conference and/or in person.(vi) Any of the foregoing escalation deadlines may be extended by mutual agreement at the applicable Level or above. (vii) If the dispute still is not resolved by either Level 1, 2 or 3 escalations, either Party may petition a Maryland court of competent jurisdiction (as (viii) During any dispute resolution, the Parties agree to continue implementation relating to items not in dispute, pending resolution of the issue. 70 Attachment 1 to Exhibit B supplements and incorporates by this reference the agreement between City of Sacramento (“CITY” or “City”) and Utility Solutions Partners, LLC. (“CONTRACTOR” , “CONTRACTOR” or “contractor”) for the Oracle Customer Care & Billing (CC&B) major version upgrade Implementation and Support Services (the “Project”), (the “Contract”) as described in Attachment 1 to Exhibit A of the Contract. The following includes the costs for services under this Contract. MILESTONE AMOUNT Month 1 $87,750 Month 2 $87,750 Month 3 $87,750 Month 4 $87,750 Month 5 $87,750 Month 6 $87,750 Month 7 $87,750 Month 8 $87,750 Month 9 $87,750 Month 10 $87,750 Month 11 $87,750 Month 12 $204,750 $1,170,000 CONTRACTOR Project Manager and the CITY Project Manager will mutually agree on the Services and Deliverables each month, including a Monthly Status Report and document them explicitly in the as reference in 2B of this SOW. All monthly payments and the Final Payment are subject to the City’s signed Acceptance of the applicable Services and Deliverables as described in this SOW. All tasks and deliverables must be satisfactory and approved by the City Project Manager prior to payment approval. Payment shall be paid within 30-45 days upon approval by City Project Manager. The Monthly Milestone Payment the Project 2A of this SOW. Any changes to scope that extends the Project Schedule, including the City’s need for additional Attachment 2A of this SOW. Pricing above includes twenty-two (22) trips onsite throughout the duration of the project. 71 This Attachment 2 to Exhibit B (“Attachment 2B” or “Attachment”) supplements and incorporates by this reference the agreement between City of Sacramento (“CITY” or “City”) and Utility Solutions Partners, LLC. (“USP” , “CONTRACTOR” or “contractor”) for the Oracle Customer Care & Billing (CC&B) major version upgrade Implementation and Support Services (the “Project”), (the “Contract”). Attachment 2B is the for completion of of the Contract (Attachment 1A) Pursuant to the Parties’ Statement of Work, UTILITY SOLUTIONS PARTNERS is providing this Deliverables: Project Phase Services & DeliverablesDate Delivered CITYThe Services and Deliverables described herein are accepted. UTILITY SOLUTIONS PARTNERS is authorized to invoice according to the terms of the Contract for Services.By: _____________________________ Date: _________________Title: By: _____________________________ Date: _________________ Authorized Signature Title: __________________________