Agenda packet — City Council and Authorities Concurrent, March 22, 2022 (part 2 of 6)

System set up and configuration
• Configure Axon Evidence categories & custom roles based on Agency need. • Troubleshoot IT issues with Axon Evidence.
• Register users and assign roles in Axon Evidence.
• For the CEW Full Service Package: On-site assistance included • For the CEW Starter Packa e: Virtual assistance included Dedicated Project Manager
Assignment of specific Axon representative for all aspects of planning the rollout (Project Manager).

Ideally, Project Manager will be assigned to Agency 4-6 weeks before rollout Best practice implementation planning session to include:
• Provide considerations for the establishment of CEW policy and system operations best practices based on Axon's observations with other agencies • Discuss the importance of entering metadata and best practices for digital data management • Provide referrals to other agencies using TASER CEWs and Axon Evidence • For the CEW Full Service Package: On-site assistance included • For the CEW Starter Packa e: Virtual assistance included System Admin and troubleshooting training sessions
On-site sessions providing a step-by-step explanation and assistance for Agency's configuration of security, roles & permissions, categories & retention, and other specific settings for Axon Evidence Axon Evidence Instructor training
• Provide training on the Axon Evidence to educate instructors who can support Agency's subsequent Axon Evidence training needs.
• For the CEW Full Service Package: Training for up to 3 individuals at Agency • For the CEW Starter Packa e: Trainin for u to 1 individual at A enc Title: Master Services and Purchasing Agreement between Axon and Agency Department: Legal
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TASER CEW inspection and device assignment
Axon's on-site professional services team will perform functions check on all new TASER CEW Smart wea ans and assi n them to a user on Axon Evidence.

Post go-live review
For the CEW Full Service Package: On-site assistance included.

For the CEW Starter Packa e: Virtual assistance included. 6 Smart Wea on Transition Service. The Smart Wea on Transition Service includes:

Archival of CEW Firing Logs
Axon's on-site professional services team will upload CEWfiring logs to Axon Evidence from all TASER CEW Smart Wea ons that A enc is re lacin with newer Smart Wea on models.

Return of Old Weapons
Axon's on-site professional service team will ship all old weapons back to Axon's headquarters.

Axon will rovide A enc with a Certificate of Destruction *Note: CEW Full Service packages for TASER 7 include Smart Weapon Transition Service instead of 1- Day Device Specific Instructor Course.
7 Signal Sidearm Installation Service. If Agency purchases Signal Sidearm Installation Service, Axon will provide one day of on-site Services and one professional services manager and will cover the installation of up 100 Signal Sidearm devices per package purchased. Agency is responsible for providing an appropriate work area and ensuring all holsters that will have Signal Sidearm installed onto them are available on the agreed-upon installation date(s). Installation includes:

Removal of existinQ connection screws that affix a holster to a holster mount Proper placement of the SiQnal Sidearm MountinQ Plate between the holster and the mount Reattachment of the holster to the mount usinQ aooropriate screws Functional testinQ of SiQnal Sidearm device
8 Out of Scope Services. Axon is only responsible to perform the professional services described in the Quote and this Appendix. Any additional professional services are out of scope. The Parties must document scope changes in a written and signed change order. Changes may require an equitable adjustment in the charges or schedule.
9 Delivery of Services. Axon personnel will work Monday through Friday, 8:30 a.m. to 5:30 p.m.

Pacific Standard Time, except holidays. Axon will perform all on-site tasks over a consecutive timeframe. Axon will not charge Agency travel time by Axon personnel to Agency premises as work hours.
10 Access Computer Systems to Perform Services. Agency authorizes Axon to access relevant Agency computers and networks, solely for performing the Services. Axon will work to identify as soon as reasonably practicable resources and information Axon expects to use and will provide an initial itemized list to Agency. Agency is responsible for and assumes the risk of any problems, delays, losses, claims, or expenses resulting from the content, accuracy, completeness, and consistency of all data, materials, and information supplied by Agency. 11 Site Preparation. Axon will provide a hardcopy or digital copy of current user documentation for the Axon Devices ("User Documentation"). User Documentation will include all required environmental specifications for the professional Services and Axon Devices to operate per the Axon Device User Documentation. Before installation of Axon Devices (whether performed by Agency or Axon), Agency must prepare the location(s) where Axon Devices are to be installed ("Installation Site") per the environmental specifications in the Axon Device User Documentation.

Following installation, Agency must maintain the Installation Site per the environmental specifications. If Axon modifies Axon Device User Documentation for any Axon Devices under this Title: Master Services and Purchasing Agreement between Axon and Agency Department: Legal
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Agreement, Axon will provide the update to Agency when Axon generally releases it Acceptance. When Axon completes professional Services, Axon will present an acceptance form ("Acceptance Form") to Agency. Agency will sign the Acceptance Form acknowledging completion. If Agency reasonably believes Axon did not complete the professional Services in substantial conformance with this Agreement, Agency must notify Axon in writing of the specific reasons for rejection within 7 calendar days from delivery of the Acceptance Form. Axon will address the issues and re-present the Acceptance Form for signature. If Axon does not receive the signed Acceptance Form or written notification of reasons for rejection within 7 calendar days of delivery of the Acceptance Form, Axon will deem Agency to have accepted the professional Services.

Agency Network. For work performed by Axon transiting or making use of Agency's network, Agency is solely responsible for maintenance and functionality of the network. In no event will Axon be liable for loss, damage, or corruption of Agency's network from any cause.

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Technology Assurance Plan Appendix
If Technology Assurance Plan ("TAP") or a bundle including TAP is on the Quote, this appendix applies. 1 TAP Warranty. The TAP warranty is an extended warranty that starts at the end of the 1-year Hardware Limited Warranty.
2 Officer Safety Plan. If Agency purchases an Officer Safety Plan ("OSP"), Agency will receive the deliverables detailed in the Quote. Agency must accept delivery of the TASER CEW and accessories as soon as available from Axon.
3 OSP 7 Term. OSP 7 begins after Axon ships the Axon Body 3 or TASER 7 hardware to Agency. If Axon ships in the first half of the month, OSP 7 starts the 1st of the following month. If Axon ships in the second half of the month, OSP 7 starts the 15th of the following month ("OSP 7 Term"). 4 TAP BWC Upgrade. If Agency has no outstanding payment obligations and purchased TAP, Axon will provide Agency a new Axon body-worn camera ("BWC Upgrade") as scheduled in the Quote.

If Agency purchased TAP Axon will provide a BWC Upgrade that is the same or like Axon Device, at Axon's option. Axon makes no guarantee the BWC Upgrade will utilize the same accessories or Axon Dock.
5 TAP Dock Upgrade. If Agency has no outstanding payment obligations and purchased TAP, Axon will provide Agency a new Axon Dock as scheduled in the Quote ("Dock Upgrade"). Accessories associated with any Dock Upgrades are subject to change at Axon discretion. Dock Upgrades will only include a new Axon Dock bay configuration unless a new Axon Dock core is required for BWC compatibility. If Agency originally purchased a single-bay Axon Dock, the Dock Upgrade will be a single-bay Axon Dock model that is the same or like Axon Device, at Axon's option. If Agency originally purchased a multi-bay Axon Dock, the Dock Upgrade will be a multi-bay Axon Dock that is the same or like Axon Device, at Axon's option.
6 Upgrade Delay. Axon may ship the BWC and Dock Upgrades as scheduled in the Quote without prior confirmation from Agency unless the Parties agree in writing otherwise at least 90 days in advance. Axon may ship the final BWC and Dock Upgrade as scheduled in the Quote 60 days before the end of the Subscription Term without prior confirmation from Agency. 7 Upgrade Change. If Agency wants to change Axon Device models for the offered BWC or Dock Upgrade, Agency must pay the price difference between the MSRP for the offered BWC or Dock Upgrade and the MSRP for the model desired. If the model Agency desires has an MSRP less than the MSRP of the offered BWC Upgrade or Dock Upgrade, Axon will not provide a refund. The MSRP is the MSRP in effect at the time of the upgrade.
8 Return of Original Axon Device. Within 30 days of receiving a BWC or Dock Upgrade, Agency must return the original Axon Devices to Axon or destroy the Axon Devices and provide a certificate of destruction to Axon including serial numbers for the destroyed Axon Devices. If Agency does not return or destroy the Axon Devices, Axon will deactivate the serial numbers for the Axon Devices received by Agency.
9 Termination. If Agency's payment for TAP, OSP, or Axon Evidence is more than 30 days past due, Axon may terminate TAP or OSP. Once TAP or OSP terminates for any reason:

9.1 TAP and OSP coverage terminate as of the date of termination and no refunds will be given.

9.2 Axon will not and has no obligation to provide the Upgrade Models.

9.3 Agency must make any missed payments due to the termination before Agency may purchase any future TAP or OSP.

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TASER 7 Appendix
This TASER 7 Appendix applies to Agency's TASER 7, OSP 7, or OSP 7 Plus purchase from Axon. 1 2
3 4
5 6
7 8
Duty Cartridge Replenishment Plan. If the Quote includes "Duty Cartridge Replenishment Plan", Agency must purchase the plan for each CEW user. A CEW user includes officers that use a CEW in the line of duty and those that only use a CEW for training. Agency may not resell cartridges received. Axon will only replace cartridges used in the line of duty.

Training. If the Quote includes a training voucher, Agency must use the voucher within 1 year of issuance, or the voucher will be void. Axon will issue Agency a voucher annually beginning on the start of the TASER Subscription Term. The voucher has no cash value. Agency cannot exchange it for another device or service. Unless stated in the Quote, the voucher does not include travel expenses and will be Agency's responsibility. If the Quote includes Axon Online Training or Virtual Reality Content Empathy Development for Autism/Schizophrenia (collectively, "Training Content"), Agency may access Training Content. Axon will deliver all Training Content electronically.

Extended Warranty. If the Quote includes an extended warranty, the extended warranty coverage period warranty will be for a 5-year term, which includes the hardware manufacturer's warranty plus the 4-year extended term.

Trade-in. If the Quote contains a discount on CEW-related line items, including items related to OSP, then that discount may only be applied as a trade-in credit, and Agency must return used hardware and accessories associated with the discount ('Trade-In Units") to Axon. Agency must ship batteries via ground shipping. Axon will pay shipping costs of the return. If Axon does not receive Trade-In Units within the timeframe below, Axon will invoice Agency the value of the trade in credit. Agency may not destroy Trade-In Units and receive a trade-in credit.

Agency Size Days to Return from Start Date of TASER 7 Subscription Less than 100 officers 30 davs
100 to 499 officers 90 davs
500+ officers 180 davs
TASER 7 Subscription Term. The TASER 7 Subscription Term for a standalone TASER 7 purchase begins on shipment of the TASER 7 hardware. The TASER 7 Subscription Term for OSP 7 begins on the OSP 7 Start date.

Access Rights. Upon Axon granting Agency a TASER 7 Axon Evidence subscription, Agency may access and use Axon Evidence for the storage and management of data from TASER 7 CEW devices during the TASER 7 Subscription Term. Agency may not upload any non-TASER 7 data or any other files to Axon Evidence. Agency may not exceed the number of end users than the Quote specifies.

Privacy. Axon will not disclose Agency Content or any information about Agency except as compelled by a court or administrative body or required by any law or regulation. Axon will give notice if any disclosure request is received for Agency Content, so Agency may file an objection with the court or administrative body.

Termination. If payment for TASER 7 is more than 30 days past due, Axon may terminate Agency's TASER 7 plan by notifying Agency. Upon termination for any reason, then as of the Title: Master Services and Purchasing Agreement between Axon and Agency Department: Legal
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date of termination:

8.1 TASER 7 extended warranties and access to Training Content will terminate. No refunds will be given.

8.2 Axon will invoice Agency the remaining MSRP for TASER 7 products received before termination. If terminating for non-appropriations, Axon will not invoice Agency if Agency returns the CEW, rechargeable battery, holster, dock, core, training suits, and unused cartridges to Axon within 30 days of the date of termination.

8.3 Agency will be responsible for payment of any missed payments due to the termination before being allowed to purchase any future TASER 7 plan.

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Axon Auto-Tagging Appendix
1 Scope. Axon Auto-Tagging consists of the development of a module to allow Axon Evidence to interact with Agency's Computer-Aided Dispatch ("CAD") or Records Management Systems ("RMS").

This allows end users to auto-populate Axon video meta-data with a case ID, category, and location based on data maintained in Agency's CAD or RMS.
2 Support. For thirty days after completing Auto-Tagging Services, Axon will provide up to 5 hours of remote support at no additional charge. Axon will provide free support due to a change in Axon Evidence, so long as long as Agency maintains an Axon Evidence and Auto-Tagging subscription.

Axon will not provide support if a change is required because Agency changes its CAD or RMS. 3 Changes. Axon is only responsible to perform the Services in this Appendix. Any additional Services are out of scope. The Parties must document scope changes in a written and signed change order. Changes may require an equitable adjustment in fees or schedule. 4 Agency Responsibilities. Axon's performance of Auto-Tagging Services requires Agency to:

4.1 Make available relevant systems, including Agency's current CAD or RMS, for assessment by Axon (including remote access if possible);

4.2 Make required modifications, upgrades or alterations to Agency's hardware, facilities, systems and networks related to Axon's performance of Auto-Tagging Services;

4.3 Provide access to the premises where Axon is performing Auto-Tagging Services, subject to Agency safety and security restrictions, and allow Axon to enter and exit the premises with laptops and materials needed to perform Auto-Tagging Services;

4.4 Provide all infrastructure and software information (TCP/IP addresses, node names, network configuration) necessary for Axon to provide Auto-Tagging Services;

4.5 Promptly install and implement any software updates provided by Axon;

4.6 Ensure that all appropriate data backups are performed;

4.7 Provide assistance, participation, and approvals in testing Auto-Tagging Services;

4.8 Provide Axon with remote access to Agency's Axon Evidence account when required;

4.9 Notify Axon of any network or machine maintenance that may impact the performance of the module at Agency; and

4.10 Ensure reasonable availability of knowledgeable staff and personnel to provide timely, accurate, complete, and up-to-date documentation and information to Axon. 5 Access to Systems. Agency authorizes Axon to access Agency's relevant computers, network systems, and CAD or RMS solely for performing Auto-Tagging Services. Axon will work diligently to identify as soon as reasonably practicable resources and information Axon expects to use and will provide an initial list to Agency. Agency is responsible for and assumes the risk of any problems, delays, losses, claims, or expenses resulting from the content, accuracy, completeness, and consistency of all data, materials, and information supplied by Agency.

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Axon Respond Appendix
This Axon Respond Appendix applies to both Axon Respond and Axon Respond Plus. 1 Axon Respond Subscription Term. If Agency purchases Axon Respond as part of a bundled offering, the Axon Respond subscription begins on the later of the (1) start date of that bundled offering, or (2) date Axon provisions Axon Respond to Agency.

If Agency purchases Axon Respond as a standalone, the Axon Respond subscription begins the later of the (1) date Axon provisions Axon Respond to Agency, or (2) first day of the month following the Effective Date.

Axon Fleet 3 L TE Requirements. Axon Respond is only available and usable with a Fleet 3 system configured with L TE modem and service. Agency is responsible for providing L TE service for the modem. Coverage and availability of L TE service is subject to Agency's L TE carrier.

Axon Respond Service Limitations. Agency acknowledges that L TE service is made available only within the operating range of the networks. Service may be temporarily refused, interrupted, or limited because of: (a) facilities limitations; (b) transmission limitations caused by atmospheric, terrain, other natural or artificial conditions adversely affecting transmission, weak batteries, system overcapacity, movement outside a service area or gaps in coverage in a service area and other causes reasonably outside of the carrier's control such as intentional or negligent acts of third parties that damage or impair the network or disrupt service; or (c) equipment modifications, upgrades, relocations, repairs, and other similar activities necessary for the proper or improved operation of service.

With regard to Axon Body 3, Partner networks are made available as-is and the carrier makes no warranties or representations as to the availability or quality of roaming service provided by carrier partners, and the carrier will not be liable in any capacity for any errors, outages, or failures of carrier partner networks. Agency expressly understands and agrees that it has no contractual relationship whatsoever with the underlying wireless service provider or its affiliates or contractors and Agency is not a third-party beneficiary of any agreement between Axon and the underlying carrier.
6 Termination. Upon termination of this Agreement, or if Agency stops paying for Axon Respond or bundles that include Axon Respond, Axon will end Aware services, including any Axon-provided L TE service.

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Add-on Services Appendix
This Appendix applies to Axon Citizen for Communities, Axon Redaction Assistant, and Axon Performance.
1 Subscription Term. If Agency purchases Axon Citizen for Communities, Axon Redaction Assistant, or Axon Performance as part of OSP 7, the subscription begins on the later of the (1) start date of the OSP 7 Term, or (2) date Axon provisions Axon Citizen for Communities, Axon Redaction Assistant, or Axon Performance to Agency.

If Agency purchases Axon Citizen for Communities, Axon Redaction Assistant, or Axon Performance as a standalone, the subscription begins the later of the (1) date Axon provisions Axon Citizen for Communities, Axon Redaction Assistant, or Axon Performance to Agency, or (2) first day of the month following the Effective Date.

The subscription term will end upon the completion of the Axon Evidence Subscription associated with the add-on.
2 Axon Citizen Storage. For Axon Citizen, Agency may store an unlimited amount of data submitted through the public portal ("Portal Content"), within Agency's Axon Evidence instance. The post termination provisions outlined in the Axon Cloud Services Terms of Use Appendix also apply to Portal Content.
3 Performance Auto-Tagging Data. In order to provide some features of Axon Performance to Agency, Axon will need to store call for service data from Agency's CAD or RMS.

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Axon Auto-Transcribe Appendix
This Appendix applies to Axon Auto-Transcribe.
1) Subscription Term. If Agency purchases Axon Auto-Transcribe as part of a bundle or Axon Cloud Services subscription, the subscription begins on the later of the (1) start date of the bundle or Axon Cloud Services license term, or (2) date Axon provisions Axon Auto-Transcribe to Agency. If Agency purchases Axon Auto-Transcribe minutes as a standalone, the subscription begins on the date Axon provisions Axon Auto-Transcribe to Agency.

Axon Auto-Transcribe minutes expire one year after being provisioned to Agency by Axon.

If Agency cancels Auto-Transcribe services, any amounts owed by the Parties will be based on the amount of time passed under the annual subscription, rather than on the number of minutes used, regardless of usage.
2) Auto-Transcribe A-La-Carte Minutes. Upon Axon granting Agency a set number of minutes, Agency may utilize Axon Auto-Transcribe, subject to the number of minutes allowed on the Quote. Agency will not have the ability to roll over unused minutes to future Auto-Transcribe terms. Axon may charge Agency additional fees for exceeding the number of purchased minutes. 3) Axon Auto-Transcribe On-Demand. Upon Axon granting Agency an On-Demand subscription to Axon Auto-Transcribe, Agency may utilize Axon Auto-Transcribe with no limit on the number of minutes. The scope of Axon Auto-Transcribe On-Demand is to assist Agency with reviewing and transcribing individual evidence items. In the event Agency uses Axon Auto-Transcribe On Demand outside this scope, Axon may initiate good-faith discussions with Agency on upgrading Agency's Axon Auto-Transcribe On-Demand to better meet Agency's needs. 4) Warranty. Axon does not warrant the accuracy of Axon Auto-Transcribe.

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Service Level Agreement Appendix
This Service Level Agreement (SLA) is a policy governing the use of the Evidence.com™ Service Offerings (Service Offerings) under the MSPA.
1 Definitions.
2 3
4 "Downtime" are periods of time, measured in minutes, in which the Service Offering is Unavailable to the Agency. Downtime does not include Scheduled Downtime and does not include Unavailability of the Service Offering due to limitations described in Exclusions. "Incident" a period of time in which the Agency experiences Downtime. "Maximum Available Minutes" is the total accumulated minutes during a Service Month for the Service Offering.
"Monthly Uptime Percentage" is (Maximum Available Minutes - Downtime) I Maximum Available Minutes * 100.
"Scheduled Downtime" are periods of time, measured in minutes, in which the Service Offering is unavailable to the Agency and in which the period of time falls within scheduled routine maintenance or planned maintenance timeframes.
"Service Month" is a calendar month at Coordinated Universal Time (UTC). "Unavailable" and "Unavailability" is when the Service Offering does not allow for the upload of evidence files, viewing of evidence files or interactive login by an end-user.

Service Level Objective. Axon will use commercially reasonable efforts to make the Service Offerings available 99.99% of the time.

Guaranteed Service Level and Credits. If Axon fails to make the Service Offering available to the defined Monthly Uptime Percentage availability levels, the Agency may be entitled to Service Credits. Service Credits are awarded as days of Service Offering usage added to the end of the Service Offerings subscription term at no charge to the Agency.

Monthly Uptime Percentage Service Credit in Days
Less than 99.9% 3
Less than 99.0% 7
Requesting Service Credits. In order for Axon to consider a claim for Service Credits, the Agency must submit the claim to Axon's customer support, including all information necessary for Axon to validate the claim, including but not limited to: (i) a detailed description of the Incident; (ii) information regarding the time and duration of the Incident; (iii) the number and location(s) of affected users (if applicable); and (iv) descriptions of your attempts to resolve the Incident at the time of occurrence.

4.1 Axon must receive the claim within one month of the end of the month in which the Incident that is the subject of the claim occurred. For example, if the Incident occurred on February 12th, Axon must receive the claim and all required information by March 31st.

4.2 Axon will evaluate all information reasonably available to Axon and make a good faith determination of whether a Service Credit is owed. Axon will use commercially reasonable efforts to process claims during the subsequent month and within forty five (45) days of receipt. The Agency must be in compliance with all Axon agreements in order to be eligible for a Service Credit.

If Axon determines that a Service Credit is owed to the Agency, Axon will apply the Service Credit Title: Master Services and Purchasing Agreement between Axon and Agency Department: Legal
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to the end of the Agency's Service Offering subscription term . Service Credits may not be exchanged for or converted to monetary amounts .
5 Service Maintenance. Maintenance will take place according to Axon's prevailing Maintenance Schedule, which may be found at: https://www.axon.com/trust/maintenance . Maintenance periods may periodically result in the Service Offerings being Unavailable to the Agency. Downtime falling within Scheduled Routine or Planned maintenance is Scheduled Downtime and is not eligible for Service Credits
Emergency maintenance may have less than a 24-hour notification period. Emergency maintenance may be performed at any time, with or without notice as deemed necessary by Axon . Emergency maintenance falling outside Scheduled Routine or Planned maintenance is eligible for Service Credits
6 Exclusions. The Service Commitment does not apply to any unavailability, suspension or termination of the Service Offerings, or any other Evidence.com performance issues: (a) caused by factors outside of Axon's reasonable control, including any force majeure event, terrorism, sabotage, virus attacks, or Internet access or related problems beyond the demarcation point of the Service Offerings (including Domain Name Server issues outside Axon's direct control); (b) that result from any actions or inactions of the Agency or any third party; (c) that result from the Agency's communication delays, including wrong, bad or missing data, improperly formatted, organized or transmitted data received, or any other data issues related to the communication or data received from or through the Agency; (d) that result from Agency equipment, software or other technology and/or third party equipment, software or other technology (other than third party equipment within Axon's direct control); (e) that result from any maintenance as provided for pursuant to this SLA; or (f) arising from Axon's suspension and termination of Agency's right to use the Service Offerings in accordance with this Agreement.

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Insurance Requirements Appendix
Without limiting the Contractor's indemnification of the City, and prior to commencing any of the Services required under this Agreement, the Contractor shall provide and maintain in full force and effect, at its sole cost and expense, the following insurance policies with at least the indicated coverages, provisions and endorsements:

A. COMMERCIAL GENERAL LIABILITY INSURANCE

1. Commercial General Liability Insurance policy which provldes coverage at least as broad as Insurance Services Office form CG 00 01. Policy limits are subject to review, but shall in no event be less than, the following:
$2,000,000 Each occurrence
$2,000,000 General aggregate
$2,000,000 Products/Completed Operations aggregate
$2,000,000 Personal Injury

2. Exact structure and layering of the coverage shall be left to the discretion of Contractor; however, any excess or umbrella policies used to meet the required limits shall be at least as broad as the underlying coverage and shall otherwise follow form.

3. The following provisions shall apply to the Commercial Liability policy as well as any umbrella policy maintained by the Contractor to comply with the insurance requirements of this Agreement:
a. Coverage shall be on a "pay on behalf' basis with defense costs payable in addition to policy limits;
b. There shall be no cross liability exclusion which precludes coverage for claims or suits by one insured against another; and
c. Coverage shall apply separately to each insured against whom a claim is made or a suit is brought, except with respect to the limits of liability.

B. BUSINESS AUTOMOBILE LIABILITY INSURANCE
Business automobile liability insurance policy which provides coverage at least as broad as ISO form CA 00 01 with policy limits a minimum limit of not less than one million dollars ($1,000,000) each accident using, or providing coverage at least as broad as, Insurance Services Office form CA 00 01. Liability coverage shall apply to all owned, non-owned and hired autos.

C. WORKERS' COMPENSATION

1. Workers' Compensation Insurance Policy as required by statute and employer's liability with limits of at least one million dollars ($1,000,000) policy limit Bodily Injury by disease, one million dollars ($1,000,000) each accidenUBodily Injury and one million dollars ($1,000,000) each employee Bodily Injury by disease.

2. The indemnification and hold harmless obligations of Contractor included in this Agreement shall not be limited in any way by any limitation on the amount or type of damage, compensation or benefit payable by or for Contractor or any subcontractor Title: Master Services and Purchasing Agreement between Axon and Agency Department: Legal
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under any Workers' Compensation Act(s), Disability Benefits Act(s) or other employee benefits act(s).

3. This policy must include a Waiver of Subrogation in favor of the City of Santa Clara, its City Council, commissions, officers, employees, volunteers and agents.

D. COMPLIANCE WITH REQUIREMENTS
All of the following clauses and/or endorsements, or similar provisions, must be part of each commercial general liability policy, and each umbrella or excess policy.

1. 2.

3. 4.

Additional Insureds. City of Santa Clara, its City Council, commissions, officers, employees, volunteers and agents are hereby added as additional insureds in respect to liability arising out of Contractor's work for City, using Insurance Services Office (ISO) Endorsement CG 20 10 11 85 or the combination of CG 20 10 03 97 and CG 20 37 10 01, or its equivalent.

Primary and non-contributing. Each insurance policy provided by Contractor shall contain language or be endorsed to contain wording making it primary insurance as respects to, and not requiring contribution from, any other insurance which the Indemnities may possess, including any self-insurance or self-insured retention they may have. Any other insurance Indemnities may possess shall be considered excess insurance only and shall not be called upon to contribute with Contractor's insurance.

General Aggregate. The general aggregate limits shall apply separately to Contractor's work under this Agreement providing coverage at least as broad as Insurance Services Office (ISO) Endorsement CG 2503, 1985 Edition, or insurer's equivalent (CGL); Cancellation.
a. Each insurance policy shall contain language or be endorsed to reflect that no cancellation or modification of the coverage provided due to non-payment of premiums shall be effective until written notice has been given to City at least ten (10) days prior to the effective date of such modification or cancellation. In the event of non-renewal, written notice shall be given at least ten (10) days prior to the effective date of non-renewal.
b. Each insurance policy shall contain language or be endorsed to reflect that no cancellation or modification of the coverage provided for any cause save and except non-payment of premiums shall be effective until written notice has been given to City at least thirty (30) days prior to the effective date of such modification or cancellation. In the event of non-renewal, written notice shall be given at least thirty (30) days prior to the effective date of non-renewal.

5. Other Endorsements. Other endorsements may be required for policies other than the commercial general liability policy if specified in the description of required insurance set forth in Sections A through D of this Exhibit C, above.

E. ADDITIONAL INSURANCE RELATED PROVISIONS
Contractor and City agree as follows:

1. Contractor agrees to ensure that subcontractors, and any other party involved with the Services who is brought onto or involved in the performance of the Services by Title: Master Services and Purchasing Agreement between Axon and Agency Department: Legal
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Contractor, provide the same minimum insurance coverage required of Contractor, except as with respect to limits. Contractor agrees to monitor and review all such coverage and assumes all responsibility for ensuring that such coverage is provided in conformity with the requirements of this Agreement. Contractor agrees that upon request by City, all agreements with, and insurance compliance documents provided by, such subcontractors and others engaged in the project will be submitted to City for review.

2. Contractor agrees to be responsible for ensuring that no contract used by any party involved in any way with the project reserves the right to charge City or Contractor for the cost of additional insurance coverage required by this Agreement. Any such provisions are to be deleted with reference to City. It is not the intent of City to reimburse any third party for the cost of complying with these requirements. There shall be no recourse against City for payment of premiums or other amounts with respect thereto.

3. The City reserves the right to withhold payments from the Contractor in the event of material noncompliance with the insurance requirements set forth in this Agreement.

F. EVIDENCE OF COVERAGE
Prior to commencement of any Services under this Agreement, Contractor, and each and every subcontractor (of every tier) shall, at its sole cost and expense, provide and maintain not less than the minimum insurance coverage with the endorsements and deductibles indicated in this Agreement. Such insurance coverage shall be maintained with insurers, and under forms of policies, satisfactory to City and as described in this Agreement. Contractor shall file with the City all certificates and endorsements for the required insurance policies for City's approval as to adequacy of the insurance protection.

G. EVIDENCE OF COMPLIANCE
Contractor or its insurance broker shall provide the required proof of insurance compliance, consisting of Insurance Services Office (ISO) endorsement forms or their equivalent and the ACORD form 25-S certificate of insurance (or its equivalent), evidencing all required coverage shall be delivered to City, or its representative as set forth below, at or prior to execution of this Agreement. Upon City's request, Contractor shall submit to City copies of the actual insurance policies or renewals or replacements. Unless otherwise required by the terms of this Agreement, all certificates, endorsements, coverage verifications and other items required to be delivered to City pursuant to this Agreement shall be e-mailed to [email protected]:

Or by mail to:

EBIX Inc.

City of Santa Clara Police Department
P.O. Box 100085-S2
Duluth, GA 30096
Telephone number: 951-766-2280
Fax number: 770-325-0409
H. QUALIFYING INSURERS
All of the insurance companies providing insurance for Contractor shall have, and provide written proof of, an A. M. Best rating of at least A minus 6 (A- VI) or shall be an insurance company of equal financial stability that is approved by the City or its insurance compliance representatives.

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Master Services and Purchasing Agreement between
Axon and the Santa Clara Stadium Authority
This Master Services and Purchasing Agreement ("Agreement") is between Axon Enterprise, Inc., a Delaware corporation ("Axon"), and the Santa Clara Stadium Authority ("Agency"). This Agreement is effective as of the last signature date on this Agreement ("Effective Date"). Axon and Agency are each a "Party" and collectively "Parties".

This Agreement governs Agency's purchase and use of the Axon Devices and Services detailed in the Quote Appendix ("Quote"). It is the intent of the Parties that this Agreement act as a master agreement governing all subsequent purchases by Agency for the same Axon products and services in the Quote, and all such subsequent quotes accepted by Agency shall be also incorporated into this Agreement by reference as a Quote. The Parties therefore agree as follows:
1 Definitions.
"Axon Cloud Services" means Axon's web services for Axon Evidence, Axon Records, Axon Dispatch, and interactions between Evidence.com and Axon Devices or Axon client software. Axon Cloud Service excludes third-party applications, hardware warranties, and my.evidence.com. "Axon Device" means all hardware provided by Axon under this Agreement. "Quote" means an offer to sell and is only valid for devices and services on the quote at the specified prices.

Any terms within Agency's purchase order in response to a Quote will be void. Orders are subject to prior credit approval. Changes in the deployment estimated ship date may change charges in the Quote.

Shipping dates are estimates only. Axon is not responsible for typographical errors in any offer by Axon, and Axon reserves the right to cancel any orders resulting from such errors. "Services" means all services provided by Axon under this Agreement, including software, Axon Cloud Services, and professional services.
2 Term. This Agreement begins on the Effective Date and continues until all subscriptions hereunder have expired or have been terminated ("Term").

All subscriptions including Axon Evidence, Axon Fleet, Officer Safety Plans, Technology Assurance Plans, and TASER 7 plans begin after shipment of the applicable Axon Device. If Axon ships the Axon Device in the first half of the month, the start date is the 1st of the following month. If Axon ships the Axon Device in the second half of the month, the start date is the 15th of the following month. For purchases solely of Axon Evidence subscriptions, the start date is the Effective Date. Each subscription term ends upon completion of the subscription stated in the Quote ("Subscription Term"). 3 Payment. Axon invoices upon shipment and in accordance with the payment schedule set forth in the Quote. Payment is due net 30 days from the invoice date. Except as otherwise provided in Section 17, payment obligations are non-cancelable. Agency will pay invoices without setoff, deduction, or withholding.

If Axon sends a past due account to collections, Agency is responsible for collection and attorneys' fees. 4 Taxes. Agency is responsible for sales and other taxes associated with the order unless Agency provides Axon a valid tax exemption certificate.
5 Shipping. Axon may make partial shipments and ship Axon Devices from multiple locations. All shipments are FOB destination point via common carrier. Title and risk of loss pass to Agency upon delivery to the Agency. Agency is responsible for any shipping charges in the Quote. 6 Returns. Except as otherwise provided in Section 17, all sales are final. Axon does not allow refunds or exchanges, except warranty returns or as provided by state or federal law. 7 Warranty.

7.1 Hardware Limited Warranty. Axon warrants that Axon Devices are free from defects in workmanship and materials for 1 year from the date of Agency's receipt, except Signal Sidearm, which Axon warrants for 30 months from the date of Agency's receipt. Axon warrants its Axon manufactured accessories for 90-days from the date of Agency's receipt. Used conducted energy weapon ("CEW") cartridges are deemed to have operated properly. Extended warranties run from Title: Master Services and Purchasing Agreement between Axon and Agency Department: Legal
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the expiration of the 1-year hardware warranty through the extended warranty term. Non-Axon manufactured Devices are not covered by Axon's warranty. Agency should contact the manufacturer for support of non-Axon manufactured Devices. 7 .2 Claims . If Axon receives a valid warranty claim for an Axon Device during the warranty term, Axon's sole responsibility is to repair or replace the Axon Device with the same or like Axon Device, at Axon's option. A replacement Axon Device will be new or like new. Axon will warrant the replacement Axon Device for the longer of (a) the remaining warranty of the original Axon Device or (b) 90-days from the date of repair or replacement.

If Agency exchanges a device or part, the replacement item becomes Agency's property, and the replaced item becomes Axon's property. Before delivering an Axon Device for service, Agency must upload Axon Device data to Axon Evidence or download it and retain a copy. Axon is not responsible for any loss of software, data, or other information contained in storage media or any part of the Axon Device sent to Axon for service.
7 .3 Spare Axon Devices. For qualified purchases, Axon may provide Agency a predetermined number of spare Axon Devices as detailed in the Quote ("Spare Axon Devices"). Spare Axon Devices are intended to replace broken or non-functioning units while Agency submits the broken or non functioning units, through Axon's warranty return process. Axon will repair or replace the unit with a replacement Axon Device. Title and risk of loss for all Spare Axon Devices shall pass to Agency in accordance with shipping terms under Section 5. Axon assumes no liability or obligation in the event Agency does not utilize Spare Axon Devices for the intended purpose.

7.4 Limitations. Axon's warranty excludes damage related to: (a) failure to follow Axon Device use instructions; (b) Axon Devices used with equipment not manufactured or recommended by Axon; (c) abuse, misuse, or intentional damage to Axon Device; (d) force majeure; (e) Axon Devices repaired or modified by persons other than Axon without Axon's written permission; or (f) Axon Devices with a defaced or removed serial number.

7.4.1 To the extent permitted by law, the above warranties and remedies are exclusive.

Axon disclaims all other warranties, remedies, and conditions, whether oral, written, statutory, or implied. If statutory or implied warranties cannot be lawfully disclaimed, then such warranties are limited to the duration of the warranty described above and by the provisions in this Agreement.

7.4.2 Axon's cumulative liability to any Party for any loss or damage resulting from any claim, demand, or action arising out of or relating to this Agreement will not exceed $1,000,000. Neither Party will be liable for direct, special, indirect, incidental , punitive or consequential damages, however caused, whether for breach of warranty or contract, negligence, strict liability, tort or any other legal theory.

7.4.3 Liability for damages to persons or real or tangible property, bodily injury or death arising in connection with this Agreement and caused by Axon's gross negligence or intentional misconduct shall be unlimited .
8 Statement of Work. Certain Axon Devices and Services, including Axon Interview Room, Axon Channel Services, and Axon Fleet, may require a Statement of Work that details Axon's Service deliverables ("SOW"). In the event Axon provides an SOW to Agency, Axon is only responsible to perform Services described in the SOW. Additional services are out of scope. The Parties must document scope changes in a written and signed change order. Changes may require an equitable adjustment in fees or schedule. The SOW is incorporated into this Agreement by reference.
9 Axon Device Warnings . See www.axon.com/legal for the most current Axon Device warnings. 10 Design Changes. Axon may make design changes to any Axon Device or Service without notifying Agency or making the same change to Axon Devices and Services previously purchased by Agency provided that they do not materially derogate the overall quality of the Axon Device or Service.

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11 Bundled Offerings. Some offerings in bundled offerings may not be generally available at the time of Agency's purchase. Axon will not provide a refund, credit, or additional discount beyond what is in the Quote due to a delay of availability or Agency's election not to utilize any portion of an Axon bundle. 12 Insurance. During the term of this Agreement, Axon shall provide and maintain in full force and effect, at no cost to Agency, insurance policies as set forth in the Insurance Requirements Appendix. 13 Indemnification. Axon will indemnify Agency's officers, directors, and employees ("Agency lndemnitees") against all claims, demands, losses, and reasonable expenses arising out of a third-party claim against an Agency lndemnitee resulting from any negligent act, error or omission, or willful misconduct by Axon under this Agreement, except to the extent of Agency's negligence or willful misconduct, or claims under workers compensation.
14 IP Rights. Axon owns and reserves all right, title, and interest in Axon devices and services and suggestions to Axon, including all related intellectual property rights. Agency will not cause any Axon proprietary rights to be violated.
15 IP Indemnification. Axon will indemnify Agency lndemnitees against all claims, losses, and reasonable expenses from any third-party claim alleging that the use of Axon Devices or Services infringes or misappropriates the third-party's intellectual property rights. Agency must promptly provide Axon with written notice of such claim, tender to Axon the defense or settlement of such claim at Axon's expense and cooperate fully with Axon in the defense or settlement of such claim. Axon's IP indemnification obligations do not apply to claims based on (a) modification of Axon Devices or Services by Agency or a third-party not approved by Axon; (b) use of Axon Devices and Services in combination with hardware or services not approved by Axon; (c) use of Axon Devices and Services other than as permitted in this Agreement; or (d) use of Axon software that is not the most current release provided by Axon. 16 Agency Responsibilities. Agency is responsible for (a) Agency's use of Axon Devices; (b) breach of this Agreement or violation of applicable law by Agency or an Agency end user; and (c) a dispute between Agency and a third-party over Agency's use of Axon Devices, except for disputes covered under Section 15 IP Indemnification.
17 Termination.
18 17.1 For Breach. A Party may terminate this Agreement for cause if it provides 30 days written notice of the breach to the other Party, and the breach remains uncured at the end of 30 days. If Agency terminates this Agreement due to Axon's uncured breach, Axon will refund prepaid amounts on a prorated basis based on the effective date of termination.

17.2 By Agency. If sufficient funds are not appropriated or otherwise legally available to pay the fees, Agency may terminate this Agreement. Agency will deliver notice of termination under this section as soon as reasonably practicable.

17.3 Effect of Termination. Upon termination of this Agreement, Agency rights immediately terminate.

Agency remains responsible for all fees incurred before the effective date of termination. If Agency purchases Axon Devices for less than the manufacturer's suggested retail price ("MSRP") and this Agreement terminates before the end of the Term, Axon will invoice Agency the difference between the MSRP for Axon Devices received, including any Spare Axon Devices, and amounts paid towards those Axon Devices. Only if terminating for non-appropriation, Agency may return Axon Devices to Axon within 30 days of termination. MSRP is the standalone price of the individual Axon Device at the time of sale. For bundled Axon Devices, MSRP is the standalone price of all individual components.

Confidentiality. "Confidential Information" means nonpublic information designated as confidential or, given the nature of the information or circumstances surrounding disclosure, should reasonably be understood to be confidential. Each Party will take reasonable measures to avoid disclosure, dissemination, or unauthorized use of the other Party's Confidential Information. Unless required by law, neither Party will Title: Master Services and Purchasing Agreement between Axon and Agency Department: Legal
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Master Services and Purchasing Agreement between
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disclose the other Party's Confidential Information during the Term and for 5-years thereafter. Axon may publicly announce information related to this Agreement. 19 General.

19.1 Force Majeure. Neither Party will be liable for any delay or failure to perform due to a cause beyond a Party's reasonable control.

19.2 Independent Contractors. The Parties are independent contractors. Neither Party has the authority to bind the other. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship between the Parties.

19.3 Third-Party Beneficiaries. There are no third-party beneficiaries under this Agreement.

19.4 Non-Discrimination. Neither Party nor its employees will discriminate against any person based on race; religion; creed; color; sex; gender identity and expression; pregnancy; childbirth; breastfeeding; medical conditions related to pregnancy, childbirth, or breastfeeding; sexual orientation; marital status; age; national origin; ancestry; genetic information; disability; veteran status; or any class protected by local, state, or federal law.

19.5 Export Compliance. Each Party will comply with all import and export control laws and regulations.

19.6 Assignment. Neither Party may assign this Agreement without the other Party's prior written consent. Axon may assign this Agreement, its rights, or obligations without consent: (a) to an affiliate or subsidiary; or (b) for purposes offinancing, merger, acquisition, corporate reorganization, or sale of all or substantially all its assets. This Agreement is binding upon the Parties respective successors and assigns.

19. 7 Waiver. No waiver or delay by either Party in exercising any right under this Agreement constitutes a waiver of that right.

19.8 Severability. If a court of competent jurisdiction holds any portion of this Agreement invalid or unenforceable, the remaining portions of this Agreement will remain in effect.

19.9 Survival. The following sections will survive termination: Payment, Warranty, Axon Device Warnings, Indemnification, IP Rights, and Agency Responsibilities.

19.10 Governing Law. The laws of the state where Agency is physically located, without reference to conflict of law rules, govern this Agreement and any dispute arising from it. The United Nations Convention for the International Sale of Goods does not apply to this Agreement.

19.11 Notices. All notices must be in English. Notices posted on Agency's Axon Evidence site are effective upon posting. Notices by email are effective on the sent date of the email. Notices by personal delivery are effective immediately. Contact information for notices:

Axon: Axon Enterprise, Inc.

Attn: Legal
17800 N. 85th Street
Scottsdale, Arizona 85255
[email protected]
Agency: The Santa Clara Stadium Authority
Attn: Derek Rush
1500 Warburton Avenue
Santa Clara, CA 95050
[email protected]

19.12 Entire Agreement. This Agreement, including the Appendices and any SOW(s), represents the entire agreement between the Parties. This Agreement supersedes all prior agreements or understandings, whether written or verbal, regarding the subject matter of this Agreement. This Agreement may only be modified or amended in a writing signed by the Parties.

Each representative identified below declares they have been expressly authorized to execute this Agreement as Title: Master Services and Purchasing Agreement between Axon and Agency Department: Legal
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A~on Enter~~ .

Signature: liss0Aess131A4424 ...

Agency
Signature: ______________ _
Name: -----------------
Robert E. Driscoll, Jr. Name: ______________ _
Title: __ V_P_,,_A_s_s_o_c_._G_e_n_e_r_a_l_c_o_u_n_s_e_l __ _ Title: _______________ _ 2/14/2022 Date: ______________ _ Date: ______________ _ Title: Master Services and Purchasing Agreement between Axon and Agency Department: Legal
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Axon Cloud Services Terms of Use Appendix
1 Definitions.
"Agency Content" is data uploaded into, ingested by, or created in Axon Cloud Services within Agency's tenant, including media or multimedia uploaded into Axon Cloud Services by Agency.

Agency Content includes Evidence but excludes Non-Content Data. "Evidence" is media or multimedia uploaded into Axon Evidence as 'evidence' by an Agency.

Evidence is a subset of Agency Content.
"Non-Content Data" is data, configuration, and usage information about Agency's Axon Cloud Services tenant, Axon Devices and client software, and users that is transmitted or generated when using Axon Devices. Non-Content Data includes data about users captured during account management and customer support activities. Non-Content Data does not include Agency Content. "Personal Data" means any information relating to an identified or identifiable natural person. An identifiable natural person is one who can be identified, directly or indirectly, in particular by reference to an identifier such as a name, an identification number, location data, an online identifier or to one or more factors specific to the physical, physiological, genetic, mental, economic, cultural or social identity of that natural person.
2 Access. Upon Axon granting Agency a subscription to Axon Cloud Services, Agency may access and use Axon Cloud Services to store and manage Agency Content. Agency may not exceed more end users than the Quote specifies. Axon Air requires an Axon Evidence subscription for each drone operator. For Axon Evidence Ute, Agency may access and use Axon Evidence only to store and manage TASER CEW and TASER CAM data ("TASER Data"). Agency may not upload non TASER Data to Axon Evidence Lite.
3 Agency Owns Agency Content. Agency controls and owns all right, title, and interest in Agency Content. Except as outlined herein, Axon obtains no interest in Agency Content, and Agency Content is not Axon's business records. Agency is solely responsible for uploading, sharing, managing, and deleting Agency Content. Axon will only have access to Agency Content for the limited purposes set forth herein. Agency agrees to allow Axon access to Agency Content to (a) perform troubleshooting, maintenance, or diagnostic screenings; and (b) enforce this Agreement or policies governing use of the Axon products.
4 Security. Axon will implement commercially reasonable and appropriate measures to secure Agency Content against accidental or unlawful loss, access or disclosure. Axon will maintain a comprehensive information security program to protect Axon Cloud Services and Agency Content including logical, physical access, vulnerability, risk, and configuration management; incident monitoring and response; encryption of uploaded digital evidence; security education; and data protection. Axon agrees to the Federal Bureau of Investigation Criminal Justice Information Services Security Addendum.
5 Agency Responsibilities. Agency is responsible for (a) ensuring Agency owns Agency Content; (b) ensuring no Agency Content or Agency end user's use of Agency Content or Axon Cloud Services violates this Agreement or applicable laws; and (c) maintaining necessary computer equipment and Internet connections for use of Axon Cloud Services. If Agency becomes aware of any violation of this Agreement by an end user, Agency will immediately terminate that end user's access to Axon Cloud Services.

Agency will also maintain the security of end user names and passwords and security and access by end users to Agency Content. Agency is responsible for ensuring the configuration and utilization of Axon Cloud Services meet applicable Agency regulation and standards. Agency may not sell, transfer, or sublicense access to any other entity or person. Agency shall contact Axon immediately Title: Master Services and Purchasing Agreement between Axon and Agency Department: Legal
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if an unauthorized party may be using Agency's account or Agency Content, or if account information is lost or stolen.

To the extent Agency uses the Axon Cloud Services to interact with YouTube®, such use may be governed by the YouTube Terms of Service, available at
https://www.youtube .com/static?template=terms .
6 Privacy. Agency's use of Axon Cloud Services is subject to the Axon Cloud Services Privacy Policy, a current version of which is available at https://www.axon.com/legal/cloud-services privacy-policy. Agency agrees to allow Axon access to Non-Content Data from Agency to (a) perform troubleshooting, maintenance, or diagnostic screenings; (b) provide, develop, improve , and support current and future Axon products and related services; and (c) enforce this Agreement or policies governing the use of Axon products.
7 Axon Body 3 Wi-Fi Positioning. Axon Body 3 cameras offer a feature to enhance location services where GPS/GNSS signals may not be available, for instance, within buildings or underground. Agency administrators can manage their choice to use this service within the administrative features of Axon Cloud Services. If Agency chooses to use this service, Axon must also enable the usage of the feature for Agency's Axon Cloud Services tenant. Agency will not see this option with Axon Cloud Services unless Axon has enabled Wi-Fi Positioning for Agency's Axon Cloud Services tenant. When Wi-Fi Positioning is enabled by both Axon and Agency, Non-Content and Personal Data will be sent to Skyhook Holdings, Inc. ("Skyhook") to facilitate the Wi-Fi Positioning functionality. Data controlled by Skyhook is outside the scope of the Axon Cloud Services Privacy Policy and is subject to the Skyhook Services Privacy Policy. 8 Storage. For Axon Unlimited Device Storage subscriptions, Agency may store unlimited data in Agency's Axon Evidence account only if data originates from Axon Capture or the applicable Axon Device. Axon may charge Agency additional fees for exceeding purchased storage amounts. Axon may place Agency Content that Agency has not viewed or accessed for 6 months into archival storage. Agency Content in archival storage will not have immediate availability and may take up to 24 hours to access.
9 Location of Storage. Axon may transfer Agency Content to third-party subcontractors for storage.

Axon will determine the locations of data centers for storage of Agency Content. For United States agencies, Axon will ensure all Agency Content stored in Axon Cloud Services remains within the United States. Ownership of Agency Content remains with Agency . 10 Suspension. Axon may temporarily suspend Agency's or any end user's right to access or use any portion or all of Axon Cloud Services immediately upon notice, if Agency or end user's use of or registration for Axon Cloud Services may (a) pose a security risk to Axon Cloud Services or any third-party; (b) adversely impact Axon Cloud Services , the systems, or content of any other customer; (c) subject Axon, Axon's affiliates, or any third-party to liability; or (d) be fraudulent.

Agency remains responsible for all fees incurred through suspension. Axon will not delete Agency Content because of suspension, except as specified in this Agreement. 11 Axon Cloud Services Warranty. Axon disclaims any warranties or responsibility for data corruption or errors before Agency uploads data to Axon Cloud Services. 12 Axon Records. Axon Records is the software-as-a-service product that is generally available at the time Agency purchases an OSP 7 bundle. During Agency's Axon Records Subscription Term, Agency will be entitled to receive Axon's Update and Upgrade releases on an if-and-when available basis.

The Axon Records Subscription Term will end upon the competition of the Axon Records Title: Master Services and Purchasing Agreement between Axon and Agency Department: Legal
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Subscription as documented in the Quote, or if purchased as part of an OSP 7 bundle, upon competition of the OSP 7 Term ("Axon Records Subscription") An "Update" is a generally available release of Axon Records that Axon makes available from time to time. An "Upgrade" includes (i) new versions of Axon Records that enhance features and functionality, as solely determined by Axon; and/or (ii) new versions of Axon Records that provide additional features or perform additional functions. Upgrades exclude new products that Axon introduces and markets as distinct products or applications.

New or additional Axon products and applications, as well as any Axon professional services needed to configure Axon Records, are not included. If Agency purchases Axon Records as part of a bundled offering, the Axon Record subscription begins on the later of the (1) start date of that bundled offering, or (2) date Axon provisions Axon Records to Agency. 13 Axon Cloud Services Restrictions. Agency and Agency end users (including employees, contractors, agents, officers, volunteers, and directors), may not, or may not attempt to:

13.1 copy, modify, tamper with, repair, or create derivative _works of any part of Axon Cloud Services;

13.2 reverse engineer, disassemble, or decompile Axon Cloud Services or apply any process to derive any source code included in Axon Cloud Services, or allow others to do the same;

13.3 access or use Axon Cloud Services with the intent to gain unauthorized access, avoid incurring fees or exceeding usage limits or quotas;

13.4 use trade secret information contained in Axon Cloud Services, except as expressly permitted in this Agreement;

13.5 access Axon Cloud Services to build a competitive device or service or copy any features, functions, or graphics of Axon Cloud Services;

13.6 remove, alter, or obscure any confidentiality or proprietary rights notices (including copyright and trademark notices) of Axon's or Axon's licensors on or within Axon Cloud Services; or

13.7 use Axon Cloud Services to store or transmit infringing, libelous, or other unlawful or tortious material; to store or transmit material in violation of third-party privacy rights; or to store or transmit malicious code.
14 After Termination. Axon will not delete Agency Content for 90-days following termination. There will be no functionality of Axon Cloud Services during these 90-days other than the ability to retrieve Agency Content. Agency will not incur additional fees if Agency downloads Agency Content from Axon Cloud Services during this time. Axon has no obligation to maintain or provide Agency Content after these 90-days and will thereafter, unless legally prohibited, delete all Agency Content.

Upon request. Axon will provide written proof that Axon successfully deleted and fully removed all Agency Content from Axon Cloud Services.
15 Post-Termination Assistance. Axon will provide Agency with the same post-termination data retrieval assistance that Axon generally makes available to all customers. Requests for Axon to provide additional assistance in downloading or transferring Agency Content, including requests for Axon's data egress service, will result in additional fees and Axon will not warrant or guarantee data integrity or readability in the external system.
16 U.S. Government Rights. If Agency is a U.S. Federal department or using Axon Cloud Services on behalf of a U.S. Federal department, Axon Cloud Services is provided as a "commerclal item," "commercial computer software," "commercial computer software documentation," and "technical data", as defined in the Federal Acquisition Regulation and Defense Federal Acquisition Regulation Supplement. If Agency is using Axon Cloud Services on behalf of the U.S. Government and these terms fail to meet the U.S. Government's needs or are inconsistent in any respect with federal law, Agency will immediately discontinue use of Axon Cloud Services.

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17 Survival. Upon any termination of this Agreement, the following sections in this Appendix will survive: Agency Owns Agency Content, Storage, Axon Cloud Services Warranty, and Axon Cloud Services Restrictions.

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DocuSign Envelope ID: 6B8ED8B8-C1 F0-459C-881 C-CE52F0BE1 D6C JiAXON Master Services and Purchasing Agreement
Axon Customer Experience Improvement Program Appendix
1 Axon Customer Experience Improvement Program (ACEIP}. The ACEIP is designed to accelerate Axon's development of technology, such as building and supporting automated features, to ultimately increase safety within communities and drive efficiency in public safety. To this end, subject to the limitations on Axon as described below, Axon, where allowed by law, may make limited use of Agency Content from all of its customers, to provide, develop, improve, and support current and future Axon products (collectively, "ACEIP Purposes"). However, at all times, Axon will comply with its obligations pursuant to the Axon Cloud Services Terms of Use Appendix to maintain a comprehensive data security program (including compliance with the CJIS Security Policy for Criminal Justice Information), privacy program, and data governance policy, including high industry standards of de-identifying Personal Data, to enforce its security and privacy obligations for the ACEIP. ACEIP has 2 tiers of participation, Tier 1 and Tier 2. By default, Agency will be a participant in ACEIP Tier 1. If Agency does not want to participate in ACEIP Tier 1, Agency can revoke its consent at any time. If Agency wants to participate in Tier 2, as detailed below, Agency can check the ACEIP Tier 2 box below. If Agency does not want to participate in ACEIP Tier 2, Agency should leave box unchecked. At any time, Agency may revoke its consent to ACEIP Tier 1, Tier 2, or both Tiers.

1.1 ACEIP Tier 1.

1.1.1. When Axon uses Agency Content for the ACEIP Purposes, Axon will extract from Agency Content and may store separately copies of certain segments or elements of the Agency Content (collectively, "ACEIP Content"). When extracting ACEIP Content, Axon will use commercially reasonable efforts to aggregate, transform or de-identify Agency Content so that the extracted ACEIP Content is no longer reasonably capable of being associated with, or could reasonably be linked directly or indirectly to a particular individual ("Privacy Preserving Technique(s)"). For illustrative purposes, some examples are described in footnote 11. For clarity, ACEIP Content will still be linked indirectly, with an attribution, to the Agency from which it was extracted.

This attribution will be stored separately from the data itself, but is necessary for and will be solely used to enable Axon to identify and delete all ACEIP Content upon Agency request. Once de-identified, ACEIP Content may then be further modified, analyzed, and used to create derivative works. At any time, Agency may revoke the consent granted herein to Axon to access and use Agency Content for ACEIP Purposes. Within 30 days of receiving the Agency's request, Axon will no longer access or use Agency Content for ACEIP Purposes and will delete any and all ACEIP Content. Axon will also delete any derivative works which may reasonably be capable of being associated with, or could reasonably be linked directly or indirectly to Agency. In addition, if Axon uses Agency Content for the ACEIP Purposes, upon request, Axon will make available to Agency a list of the specific type of Agency Content being used to generate ACEIP Content, the purpose of such use, and the retention, privacy preserving extraction technique, and relevant data protection practices 1 For example; (a) when extracting specific text to improve automated transcription capabilities, text that could be used to directly identify a particular individual would not be extracted, and extracted text would be disassociated from identifying metadata of any speakers, and the extracted text would be split into individual words and aggregated with other data sources (including publicly available data) to remove any reasonable ability to link any specific text directly or indirectly back to a particular individual; (b) when extracting license plate data to improve Automated License Plate Recognition (ALPR) capabilities, individual license plate characters would be extracted and disassociated from each other so a complete plate could not be reconstituted, and all association to other elements of the source video, such as the vehicle, location, time, and the surrounding environment would also be removed; (c) when extracting audio of potential acoustic events (such as glass breaking or gun shots), very short segments (<1 second) of audio that only contains the likely acoustic events would be extracted and all human utterances would be removed.

Title: Master Services and Purchasing Agreement between Axon and Agency Department: Legal
Version: 12.0
Release Date: 12/18/2020 Page 10 of 21
DocuSign Envelope ID: 6B8ED8B8-C1 F0-459C-881 C-CE52F0BE1D6C ~AXON Master Services and Purchasing Agreement
applicable to the Agency Content or ACEIP Content ("Use Case"). From time to time, Axon may develop and deploy new Use Cases. At least 30 days prior to authorizing the deployment of any new Use Case, Axon will provide Agency notice (by updating the list of Use Case at https://www.axon.com/aceip and providing Agency with a mechanism to obtain notice of that update or another commercially reasonable method to Agency designated contact) ("New Use Case").

1.1.2. Expiration of ACEIP Tier 1. Agency consent granted herein, will expire upon termination of the Agreement. In accordance with section 1.1.1, within 30 days of receiving the Agency's request, Axon will no longer access or use Agency Content for ACEIP Purposes and will delete ACEIP Content. Axon will also delete any derivative works which may reasonably be capable of being associated with, or could reasonably be linked directly or indirectly to Agency.

1.2 ACEIP Tier 2. In addition to ACEIP Tier 1, if Agency wants to help further improve Axon's services, Agency may choose to participate in Tier 2 of the ACEIP. ACEIP Tier 2, grants Axon certain additional rights to use Agency Content, in addition to those set forth in Tier 1 above, without the guaranteed deployment of a Privacy Preserving Technique to enable product development, improvement, and support that cannot be accomplished with aggregated, transformed or de-identified data.

D Check this box if Agency wants to help further improve Axon's services by participating in ACEIP Tier 2 in addition to Tier 1. By checking this box, Agency hereby agrees to the Axon Customer Experience Improvement Program Tier 2 Terms of Service, available at https://www.axon.com/sales-terms-and-conditions and incorporated herein by reference.

Title: Master Services and Purchasing Agreement between Axon and Agency Department: Legal
Version: 12. 0
Release Date: 12/18/2020 Page 11 of 21
DocuSign Envelope ID: 6B8ED8B8-C1 F0-459C-881 C-CE52F0BE1 D6C ~AXON Master Services and Purchasing Agreement
Technology Assurance Plan Appendix
If Technology Assurance Plan ("TAP") or a bundle including TAP is on the Quote, this appendix applies. 1 TAP Warranty. The TAP warranty is an extended warranty that starts at the end of the 1-year Hardware Limited Warranty.
2 Officer Safety Plan. If Agency purchases an Officer Safety Plan ("OSP"), Agency will receive the deliverables detailed in the Quote. Agency must accept delivery of the TASER CEW and accessories as soon as available from Axon.
3 OSP 7 Term. OSP 7 begins after Axon ships the Axon Body 3 or TASER 7 hardware to Agency. lf Axon ships in the first half of the month, OSP 7 starts the 1st of the following month. If Axon ships in the second half of the month, OSP 7 starts the 15th of the following month ("OSP 7 Term"). 4 TAP BWC Upgrade. If Agency has no outstanding payment obligations and purchased TAP, Axon will provide Agency a new Axon body-worn camera ("BWC Upgrade") as scheduled in the Quote.

9.1 TAP and OSP coverage terminate as of the date of termination and no refunds will be given.

9.2 Axon will not and has no obligation to provide the Upgrade Models.

9.3 Agency must make any missed payments due to the termination before Agency may purchase any future TAP or OSP.

Title: Master Services and Purchasing Agreement between Axon and Agency Department: Legal
Version: 12.0
Release Date: 12/18/2020 Page12of21
DocuSign Envelope ID: 6B8ED888-C1 F0-459C-881C-CE52F0BE1D6C ~AXON Master Services and Purchasing Agreement
Axon Auto-Tagging Appendix
1 Scope. Axon Auto-Tagging consists of the development of a module to allow Axon Evidence to interact with Agency's Computer-Aided Dispatch ("CAD") or Records Management Systems ("RMS").

4.1 Make available relevant systems, including Agency's current CAD or RMS, for assessment by Axon (including remote access if possible);

4.2 Make required modifications, upgrades or alterations to Agency's hardware, facilities, systems and networks related to Axon's performance of Auto-Tagging Services;

4.4 Provide all infrastructure and software information (TCP/IP addresses, node names, network configuration) necessary for Axon to provide Auto-Tagging Services;

4.5 Promptly install and implement any software updates provided by Axon;

4.6 Ensure that all appropriate data backups are performed;

4.7 Provide assistance, participation, and approvals in testing Auto-Tagging Services;

4.8 Provide Axon with remote access to Agency's Axon Evidence account when required;

4.9 Notify Axon of any network or machine maintenance that may impact the performance of the module at Agency; and

Title: Master Services and Purchasing Agreement between Axon and Agency Department: Legal
Version: 12.0
Release Date: 12/18/2020 Page 13 of21
DocuSign Envelope ID: 6B8ED8B8-C1 F0-459C-881 C-CE52F0BE1 D6C ~AXON Master Services and Purchasing Agreement
Axon Respond Appendix
This Axon Respond Appendix applies to both Axon Respond and Axon Respond Plus. 1 Axon Respond Subscription Term. If Agency purchases Axon Respond as part of a bundled offering, the Axon Respond subscription begins on the later of the (1) start date of that bundled offering, or (2) date Axon provisions Axon Respond to Agency.

If Agency purchases Axon Respond as a standalone, the Axon Respond subscription begins the later of the ( 1) date Axon provisions Axon Respond to Agency, or (2) first day of the month following the Effective Date.

The Axon Respond subscription term will end upon the completion of the Axon Evidence Subscription associated with Axon Respond.
2 Scope of Axon Respond. The scope of Axon Respond is to assist Agency with real-time situational awareness during critical incidents to improve officer safety, effectiveness, and awareness. In the event Agency uses Axon Respond outside this scope, Axon may initiate good faith discussions with Agency on upgrading Agency's Axon Respond to better meet Agency's needs.
3 Axon Body 3 L TE Requirements. Axon Respond is only available and usable with an L TE enabled body-worn camera. Axon is not liable if Agency utilizes the L TE device outside of the coverage area or if the L TE carrier is unavailable. L TE coverage is only available in the United States, including any U.S. territories. Axon may utilize a carrier of Axon's choice to provide L TE service. Axon may change L TE carriers during the Term without Agency's consent. 4 Axon Fleet 3 L TE Requirements. Axon Respond is only available and usable with a Fleet 3 system configured with L TE modem and service. Agency is responsible for providing L TE service for the modem. Coverage and availability of L TE service is subject to Agency's L TE carrier. 5 Axon Respond Service Limitations. Agency acknowledges that L TE service is made available only within the operating range of the networks. Service may be temporarily refused, interrupted, or limited because of: (a) facilities limitations; (b) transmission limitations caused by atmospheric, terrain, other natural or artificial conditions adversely affecting transmission, weak batteries, system overcapacity, movement outside a service area or gaps in coverage in a service area and other causes reasonably outside of the carrier's control such as intentional or negligent acts of third parties that damage or impair the network or disrupt service; or (c) equipment modifications, upgrades, relocations, repairs, and other similar activities necessary for the proper or improved operation of service.

Title: Master Services and Purchasing Agreement between Axon and Agency Department: Legal
Version: 12.0
Release Date: 12/18/2020 Page 14 of21
DocuSign Envelope ID: 688ED888-C1F0-459C-881C-CE52F0BE1D6C ~AXON Master Services and Purchasing Agreement
Add-on Services Appendix
This Appendix applies to Axon Citizen for Communities, Axon Redaction Assistant, and Axon Performance.
1 Subscription Term. If Agency purchases Axon Citizen for Communities, Axon Redaction Assistant, or Axon Performance as part of OSP 7, the subscription begins on the later of the (1) start date of the OSP 7 Term, or (2) date Axon provisions Axon Citizen for Communities, Axon Redaction Assistant, or Axon Performance to Agency.

Title: Master Services and Purchasing Agreement between Axon and Agency Department: Legal
Version: 12.0
Release Date: 12/18/2020 Page 15 of 21
DocuSign Envelope ID: 6B8ED8B8-C1 F0-459C-881 C-CE52F0BE1 D6C ~AXON Master Services and Purchasing Agreement
Service Level Agreement
Appendix
This Service Level Agreement (SLA) is a policy governing the use of the Evidence.com™ Service Offerings (Service Offerings ) under the MSPA.
1 Definitions .
"Downtime "are periods of time, measured in minutes, in which the Service Offering is..Jnavailable to the Agency. Downtime does not include Scheduled Downtime and does not include Unavailability of the Service Offering due to limitations described in Exclusions. "Incident " a period of time in which the Agency experiences Downtime. "Maximum Available Minutes " is the total accumulated minutes during a Service Month for the Service Offering.
"Monthly Uptime Percentage " is (Maximum Available Minutes - Downtime)/ Maximum Available Minutes* 100.
"Scheduled Downtime "are periods of time, measured in minutes, in which the Service Offering is unavailable to the Agency and in which the period of time falls within scheduled routine maintenance or planned maintenance timeframes.
"Service Month " is a calendar month at Coordinated Universal Time (UTC). "Unavailable " and "Unavailability " is when the Service Offering does not allow for the upload of evidence files, viewing of evidence files or interactive login by an end-user. 2 Service Level Objective . Axon will use commercially reasonable efforts to mak e the Service 3 4
Offerings available 99.99% of the time.

Guaranteed Service Level and Credits . If Axon fails to make the Service Offering available to the defined Monthly Uptime Percentage availability levels, the Agency may be entitled to Service Credits. Service Credits are awarded as days of Service Offering usage added to the end of the Service Offerings subscription term at no charge to the Agency.

Monthlv Uptime Percentaae Service Credit in Days
Less than 99.9% 3
Less than 99.0% 7
Requesting Service Credits . In order for Axon to consider a claim for Service Credits, the Agency must submit the claim to Axon's customer support, including all information necessary for Axon to validate the claim, including but not limited to: (i) a det ailed description of the Incident; (ii) information regarding the time and duration of the Incident; (iii) the number and location(s) of affected users (if applicable); and (iv) descriptions of your attempts to resolve the Incident at the time of occurrence.

If Axon determines that a Service Credit is owed to the Agency, Axon will apply the Service Credit to the end of the Ag ency's Service Offering subscription term. Service Credits may not be exchanged for or converted to monetary amounts.

Title: Master Services and Purchasing Agreement between Axon and Agency Department: Legal
Version: 12.0
Release Date: 12/18/2020 Page 16 of 21
DocuSign Envelope ID: 688ED888-C1 F0-459C-881 C-CE52F0BE1D6C JiAXON Master Services and Purchasing Agreement
5 Service Maintenance . Maintenance will take place according to Axon 's prevailing Maintenance Schedule, which may be found at: https://www .axon.com/trusUmaintenance . Maintenance periods may periodically result in the Service Offerings being Unavailable to the Agency. Downtime falling within Scheduled Routine or Planned maintenance is Sch eduled Downtime and is not eligible for Service Credits
Emergency maintenance may have less than a 24-hour notification period. Emergency maintenance may be performed at any time, with or without notice as deemed necessary by Axon . Emergency maintenance falling outside Scheduled Routine or Planned maintenance is eligible for Service Credits
6 Exclusions . The Service Commitment does not apply to any unavailability , suspension or termination of the Service Offerings, or any other Evidence .com performance issu es: (a) caused by factors outside of Axon's reasonable control, including any force majeure event, terrorism, sabotage , virus attacks, or Internet access or related problems beyond the demarcation point of the Service Offerings (including Domain Name Serva-issues outside Axon's direct control) ; (b) that result from any actions or inactions of the Agency or any third party; (c) that result from the Agency's communication delays, including wrong, bad or missing data, improperly formatted, organized or transmitted data received, or any other data issues related to the communication or data received from or through the Agency ; (d) that result from Agency equipment, software or other technology and/or third party equipment, software or other technology (other than third party equipment within Axon's direct control) ; (e) that result from any maintenance as provided for pursuant to this SLA; or (f) arising from Axon 's suspension and termination of Agency's right to use the Service Offerings in accordance with this Agreement.

Title: Master Services and Purchasing Agreement between Axon and Agency Department: Legal
Version: 12 .0
Release Date : 12/18/2020 Page 17 of21
DocuSign Envelope ID: 6B8ED8B8-C1 F0-459C-881C-CE52F0BE1D6C ~AXON Master Services and Purchasing Agreement
Insurance Requirements Appendix
Without limiting the Contractor's indemnification of the Santa Clara Stadium Authority, and prior to commencing any of the Services required under this Agreement, the Contractor shall provide and maintain in full force and effect. at its sole cost and expense, the following insurance policies with at least the indicated coverages, provisions and endorsements:

A. COMMERCIAL GENERAL LIABILITY INSURANCE

1. Commercial General Liability Insurance policy which provides coverage at least as broad as Insurance Services Office form CG 00 01. Policy limits are subject to review, but shall in no event be less than, the following:
$2,000,000 Each occurrence
$2,000,000 General aggregate
$2,000,000 Products/Completed Operations aggregate
$2,000,000 Personal Injury

3. The following provisions shall apply to the Commercial Liability policy as well as any umbrella policy maintained by the Contractor to comply with the insurance requirements of this Agreement
a. Coverage shall be on a "pay on behalf' basis with defense costs payable in addition to policy limits;
b. There shall be no cross liability exclusion which precludes coverage for claims or suits by one insured against another; and
c. Coverage shall apply separately to each insured against whom a claim is made or a suit is brought, except with respect to the limits of liability.

C. WORKERS' COMPENSATION

1. Workers' Compensation Insurance Policy as required by statute and employer's liability with limits of at least one million dollars ($1,000,000) policy limit Bodily Injury by disease, one million dollars ($1,000,000) each accident/Bodily Injury and one million dollars ($1,000,000) each employee Bodily Injury by disease.

2. The indemnification and hold harmless obligations of Contractor included in this Agreement shall not be limited in any way by any limitation on the amount or type of damage, compensation or benefit payable by or for Contractor or any subcontractor under any Workers' Compensation Act(s), Disability Benefits Act(s) or other employee benefits act(s).

Title: Master Services and Purchasing Agreement between Axon and Agency Department: Legal
Version: 12.0
Release Date: 12/18/2020 Page 18 of21
DocuSign Envelope ID: 6B8ED8B8-C1 F0-459C-881 C-CE52F0BE1 D6C ~AXON Master Services and Purchasing Agreement

3. This policy must include a Waiver of Subrogation in favor of the Santa Clara Stadium Authority, its respective governing boards, commissions, officers, employees, volunteers and agents.

D. COMPLIANCE WITH REQUIREMENTS
All of the following clauses and/or endorsements, or similar provisions, must be part of each commercial general liability policy, and each umbrella or excess policy.

1. 2.

3. 4.

Additional Insureds. Santa Clara Stadium Authority, its respective governing boards, commissions, officers, employees, volunteers and agents are hereby added as additional insureds in respect to liability arising out of Contractor's work for the Santa Clara Stadium Authority, using Insurance Services Office (ISO) Endorsement CG 20 10 11 85 or the combination of CG 20 10 03 97 and CG 20 37 10 01, or its equivalent.

General Aggregate. The general aggregate limits shall apply separately to Contractor's work under this Agreement providing coverage at least as broad as Insurance Services Office (ISO) Endorsement CG 2503, 1985 Edition, or insurer's equivalent (CGL); Cancellation.
a. Each insurance policy shall contain language or be endorsed to reflect that no cancellation or modification of the coverage provided due to non-payment of premiums shall be effective until written notice has been given to the Santa Clara Stadium Authority at least ten (10) days prior to the effective date of such modification or cancellation. In the event of non-renewal, written notice shall be given at least ten (10) days prior to the effective date of non-renewal. b. Each insurance policy shall contain language or be endorsed to reflect that no cancellation or modification of the coverage provided for any cause save and except non-payment of premiums shall be effective until written notice has been given to the Santa Clara Stadium Authority at least thirty (30) days prior to the effective date of such modification or cancellation. In the event of non-renewal, written notice shall be given at least thirty (30) days prior to the effective date of non-renewal.

E. ADDITIONAL INSURANCE RELATED PROVISIONS
Contractor and the Santa Clara Stadium Authority agree as follows:

1. Contractor agrees to ensure that subcontractors, and any other party involved with the Services who is brought onto or involved in the performance of the Services by Contractor, provide the same minimum insurance coverage required of Contractor, Title: Master Services and Purchasing Agreement between Axon and Agency Department: Legal
Version: 12.0
Release Date: 12/18/2020 Page 19 of 21
DocuSign Envelope ID: 6B8ED8B8-C1F0-459C-881C-CE52F0BE1D6C JiAXON Master Services and Purchasing Agreement
except as with respect to limits. Contractor agrees to monitor and review all such coverage and assumes all responsibility for ensuring that such coverage is provided in conformity with the requirements of this Agreement. Contractor agrees that upon request by the Santa Clara Stadium Authority, all agreements with, and insurance compliance documents provided by, such subcontractors and others engaged in the project will be submitted to the Santa Clara Stadium Authority for review.

2. Contractor agrees to be responsible for ensuring that no contract used by any party involved in any way with the project reserves the right to charge the Santa Clara Stadium Authority or Contractor for the cost of additional insurance coverage required by this Agreement. Any such provisions are to be deleted with reference to the Santa Clara Stadium Authority. It is not the intent of the Santa Clara Stadium Authority to reimburse any third party for the cost of complying with these requirements. There shall be no recourse against the Santa Clara Stadium Authority for payment of premiums or other amounts with respect thereto.

3. The Santa Clara Stadium Authority reserves the right to withhold payments from the Contractor in the event of material noncompliance with the insurance requirements set forth in this Agreement.

F. EVIDENCE OF COVERAGE
Prior to commencement of any Services under this Agreement, Contractor, and each and every subcontractor (of every tier) shall, at its sole cost and expense, provide and maintain not less than the minimum insurance coverage with the endorsements and deductibles indicated in this Agreement. Such insurance coverage shall be maintained with insurers, and under forms of policies, satisfactory to the Santa Clara Stadium Authority and as described in this Agreement.

Contractor shall file with the Santa Clara Stadium Authority all certificates and endorsements for the required insurance policies for the Santa Clara Stadium Authority's approval as to adequacy of the insurance protection.

G. EVIDENCE OF COMPLIANCE
Contractor or its insurance broker shall provide the required proof of insurance compliance, consisting of Insurance Services Office (ISO) endorsement forms or their equivalent and the ACORD form 25-S certificate of insurance (or its equivalent), evidencing all required coverage shall be delivered to the Santa Clara Stadium Authority, or its representative as set forth below, at or prior to execution of this Agreement. Upon the Santa Clara Stadium Authority's request, Contractor shall submit to the Santa Clara Stadium Authority copies of the actual insurance policies or renewals or replacements. Unless otherwise required by the terms of this Agreement, all certificates, endorsements, coverage verifications and other items required to be delivered to the Santa Clara Stadium Authority pursuant to this Agreement shall be e-mailed to [email protected]:

Or by mail to:

EBIX Inc.

Santa Clara Stadium Authority
P.O. Box 100085 - S2
Duluth, GA 30096
Telephone number: 951-766-2280
Fax number: 770-325-0409
Title: Master Services and Purchasing Agreement between Axon and Agency Department: Legal
Version: 12.0
Release Date: 12/18/2020 Page 20 of 21
DocuSign Envelope ID: 6B8ED8B8-C 1 F0-459C-881 C-CE52F0BE1D6C ~AXON Master Services and Purchasing Agreement
H. QUALIFYING INSURERS
All of the insurance companies providing insurance for Contractor shall have, and provide written proof of, an A. M. Best rating of at least A minus 6 (A- V!) or shall be an insurance company of equal financial stability that is approved by the Santa Clara Stadium Authority or its insurance compliance representatives.

Title: Master Services and Purchasing Agreement between Axon and Agency Department: Legal
Version: 12.0
Release Date: 12/18/2020 Page 21 of21

Page 1 ends

Q-336706-44575.835CM
Issued: 01/14/2022
Quote Expiration: 03/31/2022
Estimated Contract Start Date: 04/01/2022
Account Number: 107259
Payment Terms: N30
Delivery Method: Fedex - Ground

SHIP TO BILL TO SALES REPRESENTATIVE PRIMARY CONTACT
Business;Delivery;Invoice-601 El
Camino Real Santa Clara
Police Dept. - CA Chris Morton Tyson Shearer
601 El Camino Real 601 El Camino Real Phone: +1 2063106165 Phone: 1-408-615-4700 Santa Clara,
CA 95050-4307 Santa Clara, CA 95050-4307 Email: [email protected] Email:

USA USA Fax: Fax:

Email:

Quote Summary Discount Summary
Program Length 60 Months Average Savings Per Year $274,386.64 TOTAL COST $2,183,418.99
ESTIMATED TOTAL W/ TAX $2,276,713.54 TOTAL SAVINGS $1,371,933.22

Payment Summary
Date Subtotal Tax Total
Mar 2022 $337,305.03 $14,412.67 $351,717.70
Mar 2023 $461,528.49 $19,720.47 $481,248.96
Mar 2024 $461,528.49 $19,720.47 $481,248.96
Mar 2025 $461,528.49 $19,720.47 $481,248.96
Mar 2026 $461,528.49 $19,720.47 $481,248.96
Total $2,183,418.99 $93,294.55 $2,276,713.54
Axon Enterprise, Inc.
17800 N 85th St.

Scottsdale, Arizona 85255
United States
VAT: 86-0741227
Domestic: (800) 978-2737
International:
+1.800.978.2737

Page 2 ends

Quote Unbundled Price: $3,554,771.80
Quote List Price: $2,747,470.00
Quote Subtotal: $2,183,418.99
Pricing
All deliverables are detailed in Delivery Schedules section lower in proposal Item Description Qty Term Unbundled List Price Net Price Subtotal Tax Total Program
OSP7+ 2021 - OFFICER SAFETY PLAN 7 PLUS (Formerly SKU
73811) 181 60 $282.28 $209.00 $173.64 $1,885,698.99 $91,939.56 $1,977,638.55 BWCamSBDTAP Body Worn Camera Single-Bay Dock TAP Bundle 5 60 $20.67 $9.00 $9.00 $2,700.00 $246.36 $2,946.36 BWCUwTAP BWC Unlimited with TAP 5 60 $115.60 $89.00 $89.00 $26,700.00 $1,108.63 $27,808.63 A la Carte Hardware
AB3C AB3 Camera Bundle 187 $699.00 $0.00 $0.00 $0.00 $0.00 AB3MBD AB3 Multi Bay Dock Bundle 23 $1,495.00 $0.00 $0.00 $0.00 $0.00 AB3C AB3 Camera Bundle 5 $699.00 $0.00 $0.00 $0.00 $0.00 AB3MBD AB3 Multi Bay Dock Bundle 1 $1,495.00 $0.00 $0.00 $0.00 $0.00 AB31BD AB3 1-Bay Dock Bundle 5 $200.00 $0.00 $0.00 $0.00 $0.00 A la Carte Software
85760 Auto-Transcribe Unlimited Service 187 60 $20.00 $20.00 $224,400.00 $0.00 $224,400.00 BasicLicense Basic License Bundle 15 60 $15.40 $15.00 $13,500.00 $0.00 $13,500.00 ProLicense Pro License Bundle 13 60 $39.40 $39.00 $30,420.00 $0.00 $30,420.00 A la Carte Services
85144 AXON STARTER 1 $2,750.00 $0.00 $0.00 $0.00 $0.00
85147 CEW STARTER 1 $2,750.00 $0.00 $0.00 $0.00 $0.00
85144 AXON STARTER 1 $2,750.00 $0.00 $0.00 $0.00 $0.00
Total $2,183,418.99 $93,294.55 $2,276,713.54

Page 3 ends

Delivery Schedule
Hardware
Bundle Item Description QTY Estimated Delivery Date
2021 - OFFICER SAFETY PLAN 7 PLUS (Formerly SKU 73811) 20050 HOOK-AND-LOOP TRAINING (HALT) SUIT 4 03/01/2022 2021 - OFFICER SAFETY PLAN 7 PLUS (Formerly SKU 73811) 20160 TASER 7 HOLSTER - SAFARILAND, RH+CART CARRIER 181 03/01/2022 2021 - OFFICER SAFETY PLAN 7 PLUS (Formerly SKU 73811) 22175 TASER 7 LIVE CARTRIDGE, STANDOFF (3.5-DEGREE) NS 543 03/01/2022 2021 - OFFICER SAFETY PLAN 7 PLUS (Formerly SKU 73811) 22175 TASER 7 LIVE CARTRIDGE, STANDOFF (3.5-DEGREE) NS 362 03/01/2022 2021 - OFFICER SAFETY PLAN 7 PLUS (Formerly SKU 73811) 22176 TASER 7 LIVE CARTRIDGE, CLOSE QUARTERS (12-DEGREE) NS 543 03/01/2022 2021 - OFFICER SAFETY PLAN 7 PLUS (Formerly SKU 73811) 22176 TASER 7 LIVE CARTRIDGE, CLOSE QUARTERS (12-DEGREE) NS 362 03/01/2022 2021 - OFFICER SAFETY PLAN 7 PLUS (Formerly SKU 73811) 22177 TASER 7 HOOK-AND-LOOP TRN (HALT) CARTRIDGE, STANDOFF NS 362 03/01/2022 2021 - OFFICER SAFETY PLAN 7 PLUS (Formerly SKU 73811) 22178 TASER 7 HOOK-AND-LOOP TRN (HALT) CARTRIDGE, CLOSE QUART NS 362 03/01/2022 2021 - OFFICER SAFETY PLAN 7 PLUS (Formerly SKU 73811) 22179 TASER 7 INERT CARTRIDGE, STANDOFF (3.5-DEGREE) NS 50 03/01/2022 2021 - OFFICER SAFETY PLAN 7 PLUS (Formerly SKU 73811) 22181 TASER 7 INERT CARTRIDGE, CLOSE QUARTERS (12-DEGREE) NS 50 03/01/2022 2021 - OFFICER SAFETY PLAN 7 PLUS (Formerly SKU 73811) 70033 WALL MOUNT BRACKET, ASSY, EVIDENCE.COM DOCK 2 03/01/2022 2021 - OFFICER SAFETY PLAN 7 PLUS (Formerly SKU 73811) 71019 NORTH AMER POWER CORD FOR AB3 8-BAY, AB2 1-BAY / 6-BAY DOCK 2 03/01/2022 2021 - OFFICER SAFETY PLAN 7 PLUS (Formerly SKU 73811) 71044 BATTERY, SIGNAL SIDEARM, CR2430 SINGLE PACK 362 03/01/2022 2021 - OFFICER SAFETY PLAN 7 PLUS (Formerly SKU 73811) 75015 SIGNAL SIDEARM KIT 181 03/01/2022 2021 - OFFICER SAFETY PLAN 7 PLUS (Formerly SKU 73811) 80087 TASER 7 TARGET, CONDUCTIVE, PROFESSIONAL (RUGGEDIZED) 3 03/01/2022 2021 - OFFICER SAFETY PLAN 7 PLUS (Formerly SKU 73811) 80090 TARGET FRAME, PROFESSIONAL, 27.5 IN. X 75 IN., TASER 7 3 03/01/2022 AB3 1-Bay Dock Bundle 71104 NORTH AMER POWER CORD FOR AB3 1-BAY DOCK 5 03/01/2022 AB3 1-Bay Dock Bundle 74211 AXON BODY 3 - 1 BAY DOCK 5 03/01/2022 AB3 Camera Bundle 11534 USB-C to USB-A CABLE FOR AB3 OR FLEX 2 206 03/01/2022 AB3 Camera Bundle 11534 USB-C to USB-A CABLE FOR AB3 OR FLEX 2 6 03/01/2022 AB3 Camera Bundle 73202 AXON BODY 3 - NA10 - US - BLK - RAPIDLOCK 187 03/01/2022 AB3 Camera Bundle 73202 AXON BODY 3 - NA10 - US - BLK - RAPIDLOCK 5 03/01/2022 AB3 Camera Bundle 74028 WING CLIP MOUNT, AXON RAPIDLOCK 206 03/01/2022 AB3 Camera Bundle 74028 WING CLIP MOUNT, AXON RAPIDLOCK 6 03/01/2022 AB3 Multi Bay Dock Bundle 71019 NORTH AMER POWER CORD FOR AB3 8-BAY, AB2 1-BAY / 6-BAY DOCK 23 03/01/2022 AB3 Multi Bay Dock Bundle 71019 NORTH AMER POWER CORD FOR AB3 8-BAY, AB2 1-BAY / 6-BAY DOCK 1 03/01/2022 AB3 Multi Bay Dock Bundle 74210 AXON BODY 3 - 8 BAY DOCK 23 03/01/2022 AB3 Multi Bay Dock Bundle 74210 AXON BODY 3 - 8 BAY DOCK 1 03/01/2022 2021 - OFFICER SAFETY PLAN 7 PLUS (Formerly SKU 73811) 22175 TASER 7 LIVE CARTRIDGE, STANDOFF (3.5-DEGREE) NS 362 03/01/2023 2021 - OFFICER SAFETY PLAN 7 PLUS (Formerly SKU 73811) 22176 TASER 7 LIVE CARTRIDGE, CLOSE QUARTERS (12-DEGREE) NS 362 03/01/2023 2021 - OFFICER SAFETY PLAN 7 PLUS (Formerly SKU 73811) 73309 AXON CAMERA REFRESH ONE 187 03/01/2023 2021 - OFFICER SAFETY PLAN 7 PLUS (Formerly SKU 73811) 73689 MULTI-BAY BWC DOCK 1ST REFRESH 23 03/01/2023 Body Worn Camera Single-Bay Dock TAP Bundle 73313 1-BAY DOCK AXON CAMERA REFRESH ONE 5 03/01/2023 2021 - OFFICER SAFETY PLAN 7 PLUS (Formerly SKU 73811) 22175 TASER 7 LIVE CARTRIDGE, STANDOFF (3.5-DEGREE) NS 362 03/01/2024 2021 - OFFICER SAFETY PLAN 7 PLUS (Formerly SKU 73811) 22176 TASER 7 LIVE CARTRIDGE, CLOSE QUARTERS (12-DEGREE) NS 362 03/01/2024 2021 - OFFICER SAFETY PLAN 7 PLUS (Formerly SKU 73811) 22177 TASER 7 HOOK-AND-LOOP TRN (HALT) CARTRIDGE, STANDOFF NS 362 03/01/2024 2021 - OFFICER SAFETY PLAN 7 PLUS (Formerly SKU 73811) 22178 TASER 7 HOOK-AND-LOOP TRN (HALT) CARTRIDGE, CLOSE QUART NS 362 03/01/2024 BWC Unlimited with TAP 73309 AXON CAMERA REFRESH ONE 5 10/01/2024 BWC Unlimited with TAP 73689 MULTI-BAY BWC DOCK 1ST REFRESH 1 10/01/2024 2021 - OFFICER SAFETY PLAN 7 PLUS (Formerly SKU 73811) 22175 TASER 7 LIVE CARTRIDGE, STANDOFF (3.5-DEGREE) NS 362 03/01/2025 2021 - OFFICER SAFETY PLAN 7 PLUS (Formerly SKU 73811) 22176 TASER 7 LIVE CARTRIDGE, CLOSE QUARTERS (12-DEGREE) NS 362 03/01/2025 2021 - OFFICER SAFETY PLAN 7 PLUS (Formerly SKU 73811) 22175 TASER 7 LIVE CARTRIDGE, STANDOFF (3.5-DEGREE) NS 362 03/01/2026 2021 - OFFICER SAFETY PLAN 7 PLUS (Formerly SKU 73811) 22176 TASER 7 LIVE CARTRIDGE, CLOSE QUARTERS (12-DEGREE) NS 362 03/01/2026

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Hardware
Bundle Item Description QTY Estimated Delivery Date
2021 - OFFICER SAFETY PLAN 7 PLUS (Formerly SKU 73811) 73310 AXON CAMERA REFRESH TWO 187 03/01/2026 2021 - OFFICER SAFETY PLAN 7 PLUS (Formerly SKU 73811) 73688 MULTI-BAY BWC DOCK 2ND REFRESH 23 03/01/2026 Body Worn Camera Single-Bay Dock TAP Bundle 73314 1-BAY DOCK AXON CAMERA REFRESH TWO 5 03/01/2026 BWC Unlimited with TAP 73310 AXON CAMERA REFRESH TWO 5 04/01/2027 BWC Unlimited with TAP 73688 MULTI-BAY BWC DOCK 2ND REFRESH 1 04/01/2027 Software
Bundle Item Description QTY Estimated Start Date Estimated End Date 2021 - OFFICER SAFETY PLAN 7 PLUS (Formerly SKU 73811) 20248 TASER 7 EVIDENCE.COM LICENSE 181 04/01/2022 03/31/2027 2021 - OFFICER SAFETY PLAN 7 PLUS (Formerly SKU 73811) 20248 TASER 7 EVIDENCE.COM LICENSE 2 04/01/2022 03/31/2027 2021 - OFFICER SAFETY PLAN 7 PLUS (Formerly SKU 73811) 73478 REDACTION ASSISTANT USER LICENSE 181 04/01/2022 03/31/2027 2021 - OFFICER SAFETY PLAN 7 PLUS (Formerly SKU 73811) 73618 CITIZEN FOR COMMUNITIES USER LICENSE 181 04/01/2022 03/31/2027 2021 - OFFICER SAFETY PLAN 7 PLUS (Formerly SKU 73811) 73680 RESPOND DEVICE PLUS LICENSE- 181 04/01/2022 03/31/2027 2021 - OFFICER SAFETY PLAN 7 PLUS (Formerly SKU 73811) 73681 AXON RECORDS FULL 181 04/01/2022 03/31/2027 2021 - OFFICER SAFETY PLAN 7 PLUS (Formerly SKU 73811) 73682 AUTO TAGGING LICENSE 181 04/01/2022 03/31/2027 2021 - OFFICER SAFETY PLAN 7 PLUS (Formerly SKU 73811) 73683 10 GB EVIDENCE.COM A-LA-CART STORAGE- 1810 04/01/2022 03/31/2027 2021 - OFFICER SAFETY PLAN 7 PLUS (Formerly SKU 73811) 73686 EVIDENCE.COM UNLIMITED AXON DEVICE STORAGE- 181 04/01/2022 03/31/2027 2021 - OFFICER SAFETY PLAN 7 PLUS (Formerly SKU 73811) 73687 EVIDENCE.COM VIEWER LICENSE 1 04/01/2022 03/31/2027 2021 - OFFICER SAFETY PLAN 7 PLUS (Formerly SKU 73811) 73739 PERFORMANCE LICENSE 181 04/01/2022 03/31/2027 2021 - OFFICER SAFETY PLAN 7 PLUS (Formerly SKU 73811) 73746 PROFESSIONAL EVIDENCE.COM LICENSE (Formerly SKU 73746) 181 04/01/2022 03/31/2027
Basic License Bundle 73683 10 GB EVIDENCE.COM A-LA-CART STORAGE- 15 04/01/2022 03/31/2027 Basic License Bundle 73840 EVIDENCE.COM BASIC LICENSE 15 04/01/2022 03/31/2027 BWC Unlimited with TAP 73686 EVIDENCE.COM UNLIMITED AXON DEVICE STORAGE- 5 04/01/2022 03/31/2027 BWC Unlimited with TAP 73746 PROFESSIONAL EVIDENCE.COM LICENSE (Formerly SKU 73746) 5 04/01/2022 03/31/2027
Pro License Bundle 73683 10 GB EVIDENCE.COM A-LA-CART STORAGE- 39 04/01/2022 03/31/2027 Pro License Bundle 73746 PROFESSIONAL EVIDENCE.COM LICENSE (Formerly SKU 73746) 13 04/01/2022 03/31/2027
A la Carte 85760 Auto-Transcribe Unlimited Service 187 04/01/2022 03/31/2027 Services
Bundle Item Description QTY
2021 - OFFICER SAFETY PLAN 7 PLUS (Formerly SKU 73811) 11642 THIRD-PARTY VIDEO SUPPORT LICENSE 181 2021 - OFFICER SAFETY PLAN 7 PLUS (Formerly SKU 73811) 20119 TASER 7 MASTER INSTRUCTOR SCHOOL VOUCHER 1 2021 - OFFICER SAFETY PLAN 7 PLUS (Formerly SKU 73811) 20119 TASER 7 MASTER INSTRUCTOR SCHOOL VOUCHER 1 2021 - OFFICER SAFETY PLAN 7 PLUS (Formerly SKU 73811) 20119 TASER 7 MASTER INSTRUCTOR SCHOOL VOUCHER 1 2021 - OFFICER SAFETY PLAN 7 PLUS (Formerly SKU 73811) 20119 TASER 7 MASTER INSTRUCTOR SCHOOL VOUCHER 1 2021 - OFFICER SAFETY PLAN 7 PLUS (Formerly SKU 73811) 20119 TASER 7 MASTER INSTRUCTOR SCHOOL VOUCHER 1 2021 - OFFICER SAFETY PLAN 7 PLUS (Formerly SKU 73811) 20120 TASER 7 INSTRUCTOR COURSE VOUCHER 2 2021 - OFFICER SAFETY PLAN 7 PLUS (Formerly SKU 73811) 20120 TASER 7 INSTRUCTOR COURSE VOUCHER 2 2021 - OFFICER SAFETY PLAN 7 PLUS (Formerly SKU 73811) 20120 TASER 7 INSTRUCTOR COURSE VOUCHER 2 2021 - OFFICER SAFETY PLAN 7 PLUS (Formerly SKU 73811) 20120 TASER 7 INSTRUCTOR COURSE VOUCHER 2 2021 - OFFICER SAFETY PLAN 7 PLUS (Formerly SKU 73811) 20120 TASER 7 INSTRUCTOR COURSE VOUCHER 2 2021 - OFFICER SAFETY PLAN 7 PLUS (Formerly SKU 73811) 79999 AUTO TAGGING / PERFORMANCE IMPLEMENTATION SERVICE 1

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Services
Bundle Item Description QTY
A la Carte 85144 AXON STARTER 1
A la Carte 85144 AXON STARTER 1
A la Carte 85147 CEW STARTER 1
Warranties
Bundle Item Description QTY Estimated Start Date Estimated End Date 2021 - OFFICER SAFETY PLAN 7 PLUS (Formerly SKU 73811) 80464 EXT WARRANTY, CAMERA (TAP) 181 04/01/2022 03/31/2027 2021 - OFFICER SAFETY PLAN 7 PLUS (Formerly SKU 73811) 80464 EXT WARRANTY, CAMERA (TAP) 6 04/01/2022 03/31/2027 2021 - OFFICER SAFETY PLAN 7 PLUS (Formerly SKU 73811) 80465 EXT WARRANTY, MULTI-BAY DOCK (TAP) 23 04/01/2022 03/31/2027 Body Worn Camera Single-Bay Dock TAP Bundle 80466 EXT WARRANTY, SINGLE-BAY DOCK (TAP) 5 04/01/2022 03/31/2027 BWC Unlimited with TAP 80464 EXT WARRANTY, CAMERA (TAP) 5 04/01/2022 03/31/2027 BWC Unlimited with TAP 80465 EXT WARRANTY, MULTI-BAY DOCK (TAP) 1 04/01/2022 03/31/2027 2021 - OFFICER SAFETY PLAN 7 PLUS (Formerly SKU 73811) 80374 EXT WARRANTY, TASER 7 BATTERY PACK 217 03/01/2023 03/31/2027 2021 - OFFICER SAFETY PLAN 7 PLUS (Formerly SKU 73811) 80395 EXT WARRANTY, TASER 7 HANDLE 181 03/01/2023 03/31/2027 2021 - OFFICER SAFETY PLAN 7 PLUS (Formerly SKU 73811) 80395 EXT WARRANTY, TASER 7 HANDLE 6 03/01/2023 03/31/2027 2021 - OFFICER SAFETY PLAN 7 PLUS (Formerly SKU 73811) 80396 EXT WARRANTY, TASER 7 SIX BAY DOCK 2 03/01/2023 03/31/2027

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Payment Details
Mar 2022
Invoice Plan Item Description Qty Subtotal Tax Total
5 Year Payment Plan 85144 AXON STARTER 1 $0.00 $0.00 $0.00 5 Year Payment Plan 85144 AXON STARTER 1 $0.00 $0.00 $0.00 5 Year Payment Plan 85147 CEW STARTER 1 $0.00 $0.00 $0.00 5 Year Payment Plan 85760 Auto-Transcribe Unlimited Service 187 $34,666.41 $0.00 $34,666.41 5 Year Payment Plan AB31BD AB3 1-Bay Dock Bundle 5 $0.00 $0.00 $0.00 5 Year Payment Plan AB3C AB3 Camera Bundle 187 $0.00 $0.00 $0.00 5 Year Payment Plan AB3C AB3 Camera Bundle 5 $0.00 $0.00 $0.00 5 Year Payment Plan AB3MBD AB3 Multi Bay Dock Bundle 23 $0.00 $0.00 $0.00 5 Year Payment Plan AB3MBD AB3 Multi Bay Dock Bundle 1 $0.00 $0.00 $0.00 5 Year Payment Plan BasicLicense Basic License Bundle 15 $2,085.55 $0.00 $2,085.55 5 Year Payment Plan BWCamSBDTAP Body Worn Camera Single-Bay Dock TAP Bundle 5 $417.12 $38.06 $455.18 5 Year Payment Plan BWCUwTAP BWC Unlimited with TAP 5 $4,124.47 $171.32 $4,295.79 5 Year Payment Plan OSP7+ 2021 - OFFICER SAFETY PLAN 7 PLUS (Formerly SKU 73811) 181 $291,312.05 $14,203.29 $305,515.34 5 Year Payment Plan ProLicense Pro License Bundle 13 $4,699.43 $0.00 $4,699.43 Total $337,305.03 $14,412.67 $351,717.70
Mar 2023
Invoice Plan Item Description Qty Subtotal Tax Total
5 Year Payment Plan 85144 AXON STARTER 1 $0.00 $0.00 $0.00 5 Year Payment Plan 85144 AXON STARTER 1 $0.00 $0.00 $0.00 5 Year Payment Plan 85147 CEW STARTER 1 $0.00 $0.00 $0.00 5 Year Payment Plan 85760 Auto-Transcribe Unlimited Service 187 $47,433.40 $0.00 $47,433.40 5 Year Payment Plan AB31BD AB3 1-Bay Dock Bundle 5 $0.00 $0.00 $0.00 5 Year Payment Plan AB3C AB3 Camera Bundle 187 $0.00 $0.00 $0.00 5 Year Payment Plan AB3C AB3 Camera Bundle 5 $0.00 $0.00 $0.00 5 Year Payment Plan AB3MBD AB3 Multi Bay Dock Bundle 23 $0.00 $0.00 $0.00 5 Year Payment Plan AB3MBD AB3 Multi Bay Dock Bundle 1 $0.00 $0.00 $0.00 5 Year Payment Plan BasicLicense Basic License Bundle 15 $2,853.61 $0.00 $2,853.61 5 Year Payment Plan BWCamSBDTAP Body Worn Camera Single-Bay Dock TAP Bundle 5 $570.73 $52.08 $622.81 5 Year Payment Plan BWCUwTAP BWC Unlimited with TAP 5 $5,643.81 $234.34 $5,878.15 5 Year Payment Plan OSP7+ 2021 - OFFICER SAFETY PLAN 7 PLUS (Formerly SKU 73811) 181 $398,596.80 $19,434.05 $418,030.85 5 Year Payment Plan ProLicense Pro License Bundle 13 $6,430.14 $0.00 $6,430.14 Total $461,528.49 $19,720.47 $481,248.96
Mar 2024
Invoice Plan Item Description Qty Subtotal Tax Total
5 Year Payment Plan 85144 AXON STARTER 1 $0.00 $0.00 $0.00 5 Year Payment Plan 85144 AXON STARTER 1 $0.00 $0.00 $0.00 5 Year Payment Plan 85147 CEW STARTER 1 $0.00 $0.00 $0.00 5 Year Payment Plan 85760 Auto-Transcribe Unlimited Service 187 $47,433.40 $0.00 $47,433.40 5 Year Payment Plan AB31BD AB3 1-Bay Dock Bundle 5 $0.00 $0.00 $0.00 5 Year Payment Plan AB3C AB3 Camera Bundle 187 $0.00 $0.00 $0.00

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Mar 2024
Invoice Plan Item Description Qty Subtotal Tax Total
5 Year Payment Plan AB3C AB3 Camera Bundle 5 $0.00 $0.00 $0.00 5 Year Payment Plan AB3MBD AB3 Multi Bay Dock Bundle 23 $0.00 $0.00 $0.00 5 Year Payment Plan AB3MBD AB3 Multi Bay Dock Bundle 1 $0.00 $0.00 $0.00 5 Year Payment Plan BasicLicense Basic License Bundle 15 $2,853.61 $0.00 $2,853.61 5 Year Payment Plan BWCamSBDTAP Body Worn Camera Single-Bay Dock TAP Bundle 5 $570.73 $52.08 $622.81 5 Year Payment Plan BWCUwTAP BWC Unlimited with TAP 5 $5,643.81 $234.34 $5,878.15 5 Year Payment Plan OSP7+ 2021 - OFFICER SAFETY PLAN 7 PLUS (Formerly SKU 73811) 181 $398,596.80 $19,434.05 $418,030.85 5 Year Payment Plan ProLicense Pro License Bundle 13 $6,430.14 $0.00 $6,430.14 Total $461,528.49 $19,720.47 $481,248.96
Mar 2025
Invoice Plan Item Description Qty Subtotal Tax Total
5 Year Payment Plan 85144 AXON STARTER 1 $0.00 $0.00 $0.00 5 Year Payment Plan 85144 AXON STARTER 1 $0.00 $0.00 $0.00 5 Year Payment Plan 85147 CEW STARTER 1 $0.00 $0.00 $0.00 5 Year Payment Plan 85760 Auto-Transcribe Unlimited Service 187 $47,433.40 $0.00 $47,433.40 5 Year Payment Plan AB31BD AB3 1-Bay Dock Bundle 5 $0.00 $0.00 $0.00 5 Year Payment Plan AB3C AB3 Camera Bundle 187 $0.00 $0.00 $0.00 5 Year Payment Plan AB3C AB3 Camera Bundle 5 $0.00 $0.00 $0.00 5 Year Payment Plan AB3MBD AB3 Multi Bay Dock Bundle 23 $0.00 $0.00 $0.00 5 Year Payment Plan AB3MBD AB3 Multi Bay Dock Bundle 1 $0.00 $0.00 $0.00 5 Year Payment Plan BasicLicense Basic License Bundle 15 $2,853.61 $0.00 $2,853.61 5 Year Payment Plan BWCamSBDTAP Body Worn Camera Single-Bay Dock TAP Bundle 5 $570.73 $52.08 $622.81 5 Year Payment Plan BWCUwTAP BWC Unlimited with TAP 5 $5,643.81 $234.34 $5,878.15 5 Year Payment Plan OSP7+ 2021 - OFFICER SAFETY PLAN 7 PLUS (Formerly SKU 73811) 181 $398,596.80 $19,434.05 $418,030.85 5 Year Payment Plan ProLicense Pro License Bundle 13 $6,430.14 $0.00 $6,430.14 Total $461,528.49 $19,720.47 $481,248.96
Mar 2026
Invoice Plan Item Description Qty Subtotal Tax Total
5 Year Payment Plan 85144 AXON STARTER 1 $0.00 $0.00 $0.00 5 Year Payment Plan 85144 AXON STARTER 1 $0.00 $0.00 $0.00 5 Year Payment Plan 85147 CEW STARTER 1 $0.00 $0.00 $0.00 5 Year Payment Plan 85760 Auto-Transcribe Unlimited Service 187 $47,433.40 $0.00 $47,433.40 5 Year Payment Plan AB31BD AB3 1-Bay Dock Bundle 5 $0.00 $0.00 $0.00 5 Year Payment Plan AB3C AB3 Camera Bundle 187 $0.00 $0.00 $0.00 5 Year Payment Plan AB3C AB3 Camera Bundle 5 $0.00 $0.00 $0.00 5 Year Payment Plan AB3MBD AB3 Multi Bay Dock Bundle 23 $0.00 $0.00 $0.00 5 Year Payment Plan AB3MBD AB3 Multi Bay Dock Bundle 1 $0.00 $0.00 $0.00 5 Year Payment Plan BasicLicense Basic License Bundle 15 $2,853.61 $0.00 $2,853.61 5 Year Payment Plan BWCamSBDTAP Body Worn Camera Single-Bay Dock TAP Bundle 5 $570.73 $52.08 $622.81 5 Year Payment Plan BWCUwTAP BWC Unlimited with TAP 5 $5,643.81 $234.34 $5,878.15 5 Year Payment Plan OSP7+ 2021 - OFFICER SAFETY PLAN 7 PLUS (Formerly SKU 73811) 181 $398,596.80 $19,434.05 $418,030.85 5 Year Payment Plan ProLicense Pro License Bundle 13 $6,430.14 $0.00 $6,430.14 Total $461,528.49 $19,720.47 $481,248.96

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Tax is estimated based on rates applicable at date of quote and subject to change at time of invoicing. If a tax exemption certificate should be applied, please submit prior to invoicing.

Contract League of Oregon Cities (fka NPP) Contract No. PS20270 is incorporated by reference into the terms and conditions of this Agreement. In the event of conflict the terms of Axon's Master Services and Purchasing Agreement shall govern.

Exceptions to Standard Terms and Conditions
Agency has existing contract #13786/13787 (originated via Q-93888) and is terminating that contract upon the new license start date (4/1/2022) of this quote.

The parties agree that Axon is granting a refund of $187,448.58 to refund paid, but undelivered services. This discount is based on a ship date range of 3/1/2022- 3/15/2022, resulting in a 4/1/2022 license date. Any change in this date and resulting license start date will result in modification of this discount value which may result in additional fees due to or from Axon.

This credit is contingent upon agency payment of any outstanding invoices including and not limited to Year 5 Billing of contract 13786/13787. \s1\ \d1\
Signature Date Signed
1/14/2022

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ATTENTION
This order may qualify for freight shipping, please fill out the following information.

What is the contact name and
phone number for this shipment?
What are your receiving hours?
(Monday-Friday)
Is a dock available for this
incoming shipment?
Are there any delivery
restrictions? (no box trucks, etc.)

Page 1 ends

Q-369826-44623.927CM
Issued: 03/03/2022
Quote Expiration:

Estimated Contract Start Date: 04/01/2022
Account Number: 107259
Payment Terms: N30
Delivery Method: Fedex - Ground

SHIP TO BILL TO SALES REPRESENTATIVE PRIMARY CONTACT
Business;Delivery;Invoice-601 El Camino Real Santa Clara Police Dept. - CA Chris Morton Cory Morgan 601 El Camino Real 601 El Camino Real Phone: +1 2063106165 Phone:

Santa Clara, CA 95050-4307 Santa Clara, CA 95050-4307 Email: [email protected] Email: [email protected] USA USA Fax: Fax:

Email:

Quote Summary Discount Summary
Program Length 60 Months Average Savings Per Year $26,469.08 TOTAL COST $412,236.00
ESTIMATED TOTAL W/ TAX $439,293.98 TOTAL SAVINGS $132,345.40

Payment Summary
Date Subtotal Tax Total
Mar 2022 $82,447.20 $5,411.62 $87,858.82
Mar 2023 $82,447.20 $5,411.59 $87,858.79
Mar 2024 $82,447.20 $5,411.59 $87,858.79
Mar 2025 $82,447.20 $5,411.59 $87,858.79
Mar 2026 $82,447.20 $5,411.59 $87,858.79
Total $412,236.00 $27,057.98 $439,293.98
Axon Enterprise, Inc.
17800 N 85th St.

Scottsdale, Arizona 85255
United States
VAT: 86-0741227
Domestic: (800) 978-2737
International: +1.800.978.2737

Page 3 ends

Delivery Schedule
Hardware
Bundle Item Description QTY Estimated Delivery Date
BWC Unlimited with TAP 73309 AXON CAMERA REFRESH ONE 77 09/01/2024 BWC Unlimited with TAP 73689 MULTI-BAY BWC DOCK 1ST REFRESH 10 09/01/2024 BWC Unlimited with TAP 73310 AXON CAMERA REFRESH TWO 77 03/01/2027 BWC Unlimited with TAP 73688 MULTI-BAY BWC DOCK 2ND REFRESH 10 03/01/2027 Software
Bundle Item Description QTY Estimated Start Date Estimated End Date BWC Unlimited with TAP 73686 EVIDENCE.COM UNLIMITED AXON DEVICE STORAGE 75 04/01/2022 03/31/2027 BWC Unlimited with TAP 73746 PROFESSIONAL EVIDENCE.COM LICENSE 75 04/01/2022 03/31/2027 A la Carte 73682 AUTO TAGGING LICENSE 75 04/01/2022 03/31/2027 Services
Bundle Item Description QTY
A la Carte 79999 AUTO TAGGING / PERFORMANCE IMPLEMENTATION SERVICE 1 Warranties
Bundle Item Description QTY Estimated Start Date Estimated End Date BWC Unlimited with TAP 80464 EXT WARRANTY, CAMERA (TAP) 75 04/01/2022 03/31/2027 BWC Unlimited with TAP 80464 EXT WARRANTY, CAMERA (TAP) 2 04/01/2022 03/31/2027 BWC Unlimited with TAP 80465 EXT WARRANTY, MULTI-BAY DOCK (TAP) 10 04/01/2022 03/31/2027

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Payment Details
Mar 2022
Invoice Plan Item Description Qty Subtotal Tax Total
Year 1 73682 AUTO TAGGING LICENSE 75 $4,269.74 $0.00 $4,269.74 Year 1 79999 AUTO TAGGING / PERFORMANCE IMPLEMENTATION SERVICE 1 $0.00 $0.00 $0.00 Year 1 BWCUwTAP BWC Unlimited with TAP 75 $53,730.26 $3,180.82 $56,911.08 Year 1 - Cost of INUS055715 73843 UNLIMITED EVIDENCE.COM TAP BUNDLE TRUE UP PAYMENT YEAR 1 1 $24,447.20 $2,230.80 $26,678.00 Total $82,447.20 $5,411.62 $87,858.82
Mar 2023
Invoice Plan Item Description Qty Subtotal Tax Total
Year 2 73682 AUTO TAGGING LICENSE 75 $4,269.74 $0.00 $4,269.74 Year 2 79999 AUTO TAGGING / PERFORMANCE IMPLEMENTATION SERVICE 1 $0.00 $0.00 $0.00 Year 2 BWCUwTAP BWC Unlimited with TAP 75 $53,730.26 $3,180.79 $56,911.05 Year 2 - Cost of INUS055715 73843 UNLIMITED EVIDENCE.COM TAP BUNDLE TRUE UP PAYMENT YEAR 1 1 $24,447.20 $2,230.80 $26,678.00 Total $82,447.20 $5,411.59 $87,858.79
Mar 2024
Invoice Plan Item Description Qty Subtotal Tax Total
Year 3 73682 AUTO TAGGING LICENSE 75 $4,269.74 $0.00 $4,269.74 Year 3 79999 AUTO TAGGING / PERFORMANCE IMPLEMENTATION SERVICE 1 $0.00 $0.00 $0.00 Year 3 BWCUwTAP BWC Unlimited with TAP 75 $53,730.26 $3,180.79 $56,911.05 Year 3 - Cost of INUS055715 73843 UNLIMITED EVIDENCE.COM TAP BUNDLE TRUE UP PAYMENT YEAR 1 1 $24,447.20 $2,230.80 $26,678.00 Total $82,447.20 $5,411.59 $87,858.79
Mar 2025
Invoice Plan Item Description Qty Subtotal Tax Total
Year 4 73682 AUTO TAGGING LICENSE 75 $4,269.74 $0.00 $4,269.74 Year 4 79999 AUTO TAGGING / PERFORMANCE IMPLEMENTATION SERVICE 1 $0.00 $0.00 $0.00 Year 4 BWCUwTAP BWC Unlimited with TAP 75 $53,730.26 $3,180.79 $56,911.05 Year 4 - Cost of INUS055715 73843 UNLIMITED EVIDENCE.COM TAP BUNDLE TRUE UP PAYMENT YEAR 1 1 $24,447.20 $2,230.80 $26,678.00 Total $82,447.20 $5,411.59 $87,858.79
Mar 2026
Invoice Plan Item Description Qty Subtotal Tax Total
Year 5 73682 AUTO TAGGING LICENSE 75 $4,269.74 $0.00 $4,269.74 Year 5 79999 AUTO TAGGING / PERFORMANCE IMPLEMENTATION SERVICE 1 $0.00 $0.00 $0.00 Year 5 BWCUwTAP BWC Unlimited with TAP 75 $53,730.26 $3,180.79 $56,911.05 Year 5 - Cost of INUS055715 73843 UNLIMITED EVIDENCE.COM TAP BUNDLE TRUE UP PAYMENT YEAR 1 1 $24,447.20 $2,230.80 $26,678.00 Total $82,447.20 $5,411.59 $87,858.79

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Tax is estimated based on rates applicable at date of quote and subject to change at time of invo icing. If a tax exemption certificate should be applied, please submit prior to invoicing.

Standard Terms and Conditions
Axon Enterprise Inc. Sales Terms and Conditions
Axon Master Services and Purchasing Agreement:

This Quote is limited to and conditional upon your acceptance of the provisions set forth herein and Axon’s Master Services and Purchasing Agreement (posted at www.axon.com/legal/sales-terms-and-conditions), as well as the attached Statement of Work (SOW) for Axon Fleet and/or Axon Interview Room purchase, if applicable. In the event you and Axon have entered into a prior agreement to govern all future purchases, that agreement shall govern to the extent it includes the products
and services being purchased and does not conflict with the Axon Customer Experience Improvement Program Appendix as described below.

ACEIP:

The Axon Customer Experience Improvement Program Appendix, which includes the sharing of de-identified segments of Agency Content with Axon to develop new products and improve your product experience (posted at www.axon.com/legal/sales-terms-and-conditions), is incorporated herein by reference. By signing below, you agree to the terms of the Axon Customer Experience Improvement Program.

Acceptance of Terms:

Any purchase order issued in response to this Quote is subject solely to the above referenced terms and conditions. By signing below, you represent that you are lawfully able to enter into contracts. If you are signing on behalf of an entity (including but not limited to the company, municipality, or government agency for whom you work), you represent to Axon that you have legal authority to bind that entity. If you do not have this authority, please do not sign this Quote.

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The parties agree that Axon is granting a refund of $124,223.10 to refund paid, but undelivered services. This discount is based on a ship date range of 3/1/2022- 3/15/2022, resulting in a 4/1/2022 license date. Any change in this date and resulting license start date will result in modification of this discount value which may result in additional fees due to or from Axon.

This credit is contingent upon agency payment of any outstanding invoices including and not limited to Year 5 Billing of contract 13786/13787. The value of outstanding Invoice INUS055715 for $122,236.00, before taxes, is included in the value of this quote. \s1\ \d1\
Signature Date Signed
3/3/2022

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City of Santa Clara
Agenda Report
1500 Warburton Avenue
Santa Clara, CA 95050
santaclaraca.gov
@SantaClaraCity
22-112 Agenda Date: 3/22/2022

REPORT TO COUNCIL

SUBJECT
Action on an Agreement with R3 Consulting Group, Inc. for Solid Waste Consulting Services

COUNCIL PILLARS
Promote Sustainability and Environmental Protection and Deliver and Enhance High Quality Efficient Services and Infrastructure

BACKGROUND
The Department of Public Works (DPW) currently utilizes a consultant working under two separate agreements to provide services related to solid waste and recycling programs. Consultant services include assisting the City to negotiate solid waste collection and processing agreements, calculating and preparing annual rate recommendations, performing various audits to verify tonnages and franchise fee payments, and auditing the City’s 11 non-exclusive franchise haulers to ensure compliance with mandatory organics and recyclables collection services.

One agreement has recently expired and the other is set to expire on June 30, 2022. It is necessary to conduct a procurement to continue the tasks outlined above along with tasks associated with implementing new state mandated route reviews and future landfill disposal and composting services. The City’s current long-term agreement with BFI/IDC Corporation for landfill disposal and composting services will expire on December 31, 2024, so it is necessary to have a new contract in place in advance of that date.

DISCUSSION
DPW determined that services provided under the two previous consulting agreements are similar in nature and should be combined into a single agreement to reduce the amount of time spent on the procurement and administration of multiple agreements.

Pursuant to City Code Section 2.105.330, a formal Request for Proposals (RFP) was conducted for this procurement, with the award recommendation based on “best value”. The factors considered in the award were quality and completeness of proposal, experience and qualifications of firm and key personnel, approach, and methodology in performing the work, and cost.

The City published a RFP on January 13, 2022, for Solid Waste Consulting Services. On January 24, 2022, the City held a mandatory, pre-proposal conference that was attended by four firms: HF&H Consultants, LLC; MSW Consultants, Inc.; NBS Government Finance Group; and R3 Consulting Group, Inc (R3). The purpose of the meeting was to give potential proposers a better understanding of the City’s requirements by providing an overview of the services required and a forum for questions.

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22-112 Agenda Date: 3/22/2022
One proposal was received from R3 by the proposal due date. The other three firms did not submit proposals citing current client commitments and time required to fulfill the City’s service requirements.

After a thorough review of the sole proposal from R3, staff determined that the proposal met or exceeded all the requirements set forth in the RFP in the following key areas:
· Proposal demonstrated a clear understanding of the scope of services and methodology for completing each task
· R3 provided excellent consulting services during previous negotiations for solid waste collection and processing agreements with multiple vendors · R3’s team possesses a thorough knowledge of the City’s complex NEF hauler system and has successfully completed five previous annual audits that have identified inaccuracies and underpayments of $262,500
Summary of Agreement: The maximum compensation under the proposed agreement with R3 is $754,915 for a five-year term to complete the following tasks:
· Task 1 - Annual Auditing of NEF Hauler Franchise Fee Payments and Compliance with Bundled Service Requirements
· Task 2 - Annual NEF Hauler Route Reviews
· Task 3 - Assistance with FY 2023/24 - FY 2025/26 Annual Rate Setting · Task 4 - Annual Santa Clara County-wide Rate Matrix for FY 2022/23 - FY 2025/26 · Task 5 - Residue Audits at GWR and Z-Best Composting Facility · Task 6 - Assistance Securing Disposal and Composting Services beginning January 1, 2025 · Task 7 - Rate Study for FY 2025/26 Solid Waste Rates
Tasks 1 through 4 will occur once per year, Task 5 will occur twice per year, and Tasks 6 and 7 will occur only once during the initial five-year term of the agreement. Each task has an associated not-to -exceed amount based on the estimated number of staff hours at specified hourly billing rates and reimbursable expenses. Staff benchmarked R3’s rates against other public agency contracts and determined that pricing is fair and reasonable for the consultant services being provided.

ENVIRONMENTAL REVIEW
The action being considered is exempt from the California Environmental Quality Act (“CEQA”) pursuant to CEQA Guidelines section 15301 “Existing Facilities,” as the activity consists of the repair, maintenance or minor alteration of existing facilities involving no or negligible expansion of the use beyond that presently existing.

FISCAL IMPACT
The maximum compensation under the proposed agreement is $754,915. Tasks 1 and 2 will be funded by NEF hauler franchise fee payments which are deposited in the General Fund. Tasks 3 -7 will be funded by the Solid Waste Fund through customer garbage charges. Funding for all tasks is subject to future approval of Council appropriations.

COORDINATION
This report has been coordinated with the Finance Department, Silicon Valley Power, and the City Attorney’s Office.

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22-112 Agenda Date: 3/22/2022

PUBLIC CONTACT
Public contact was made by posting the Council agenda on the City’s official-notice bulletin board outside City Hall Council Chambers. A complete agenda packet is available on the City’s website and in the City Clerk’s Office at least 72 hours prior to a Regular Meeting and 24 hours prior to a Special Meeting. A hard copy of any agenda report may be requested by contacting the City Clerk’s Office at (408) 615-2220, email [email protected] <mailto:[email protected]> .

RECOMMENDATION

1. Authorize the City Manager’s Office to execute an Agreement with R3 Consulting Group, Inc. for solid waste consulting services, with a five-year term starting on or around April 1, 2022, and ending on June 30, 2027, with maximum compensation not-to-exceed $754,915 subject to the appropriation of funds;

2. Authorize the City Manager’s Office to execute amendments to the Agreement for additional solid waste consulting services that may be required during the five-year term, subject to the appropriation of funds; and

3. Authorize the City Manager’s Office to execute up to two, one-year options to extend the Agreement through June 30, 2029, subject to the appropriation of funds.

Reviewed by: Craig Mobeck, Director of Public Works
Approved by: City Manager’s Office

ATTACHMENT

1. Agreement with R3 Consulting Group, Inc.

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Agreement with R3 Consulting Group Page 1 of 19
Rev. 07-01-18
EBIX Insurance No. S200003910

AGREEMENT FOR SERVICES

BETWEEN THE

CITY OF SANTA CLARA, CALIFORNIA,
AND
R3 CONSULTING GROUP, INC.

PREAMBLE
This Agreement is entered into as of the City’s execution date (Effective Date) between the City of Santa Clara, California, a chartered California municipal corporation (City) and R3 Consulting Group, Inc., a California corporation (Contractor). City and Contractor may be referred to individually as a “Party” or collectively as the “Parties” or the “Parties to this Agreement.”

RECITALS
A. City desires to secure the services more fully described in this Agreement, at Exhibit A, entitled “Scope of Services”;
B. Contractor represents that it, and its subcontractors, if any, have the professional qualifications, expertise, necessary licenses and desire to provide certain goods and/or required services of the quality and type which meet objectives and requirements of City; and,
C. The Parties have specified herein the terms and conditions under which such services will be provided and paid for.

The Parties agree as follows:

AGREEMENT TERMS AND CONDITIONS

1. AGREEMENT DOCUMENTS
The documents forming the entire Agreement between City and Contractor shall consist of these Terms and Conditions and the following Exhibits, which are hereby incorporated into this Agreement by this reference:

Exhibit A – Scope of Services
Exhibit B – Schedule of Fees
Exhibit C – Insurance Requirements
This Agreement, including the Exhibits set forth above, contains all the agreements, representations and understandings of the Parties, and supersedes and replaces any previous agreements, representations and understandings, Agreement with R3 Consulting Group Page 2 of 19
Rev. 07-01-18
whether oral or written. In the event of any inconsistency between the provisions of any of the Exhibits and the Terms and Conditions, the Terms and Conditions shall govern and control.

2. TERM OF AGREEMENT
Unless otherwise set forth in this Agreement or unless this paragraph is subsequently modified by a written amendment to this Agreement, the term of this Agreement shall begin on the Effective Date and terminate on June 30, 2027. The City reserves the right, at its own sole discretion, to extend the term of this Agreement for up two (2) additional one-year options through June 30, 2029.

3. SCOPE OF SERVICES & PERFORMANCE SCHEDULE
Contractor shall perform those Services specified in Exhibit A within the time stated in Exhibit A. Time is of the essence.

4. WARRANTY
Contractor expressly warrants that all materials and services covered by this Agreement shall be fit for the purpose intended, shall be free from defect and shall conform to the specifications, requirements and instructions upon which this Agreement is based. Contractor agrees to promptly replace or correct any incomplete, inaccurate or defective Services at no further cost to City when defects are due to the negligence, errors or omissions of Contractor. If Contractor fails to promptly correct or replace materials or services, City may make corrections or replace materials or services and charge Contractor for the cost incurred by City.

5. QUALIFICATIONS OF CONTRACTOR - STANDARD OF CARE
Contractor represents and maintains that it has the expertise in the professional calling necessary to perform the Services, and its duties and obligations, expressed and implied, contained herein, and City expressly relies upon Contractor’s representations regarding its skills and knowledge. Contractor shall perform such Services and duties in conformance to and consistent with the professional standards of a specialist in the same discipline in the State of California.

6. COMPENSATION AND PAYMENT
In consideration for Contractor’s complete performance of Services, City shall pay Contractor for all materials provided and Services rendered by Contractor in accordance with Exhibit B, entitled “SCHEDULE OF FEES.” The maximum compensation of this Agreement is set forth in Section 1 of Exhibit B, subject to budget appropriations, which includes all payments that may be authorized for Services and for expenses, supplies, materials and equipment required to perform the Services. All work performed or materials provided in excess of the Agreement with R3 Consulting Group Page 3 of 19
Rev. 07-01-18
maximum compensation shall be at Contractor’s expense. Contractor shall not be entitled to any payment above the maximum compensation under any circumstance.

7. TERMINATION
A. Termination for Convenience. City shall have the right to terminate this Agreement, without cause or penalty, by giving not less than Thirty (30) days’ prior written notice to Contractor.

B. Termination for Default. If Contractor fails to perform any of its material obligations under this Agreement, in addition to all other remedies provided by law, City may terminate this Agreement immediately upon written notice to Contractor.

C. Upon termination, each Party shall assist the other in arranging an orderly transfer and close-out of services. As soon as possible following the notice of termination, but no later than ten (10) days after the notice of termination, Contractor will deliver to City all City information or material that Contractor has in its possession.

8. ASSIGNMENT AND SUBCONTRACTING
City and Contractor bind themselves, their successors and assigns to all covenants of this Agreement. This Agreement shall not be assigned or transferred without the prior written approval of City. Contractor shall not hire subcontractors without express written permission from City.

Contractor shall be as fully responsible to City for the acts and omissions of its subcontractors, and of persons either directly or indirectly employed by them, as Contractor is for the acts and omissions of persons directly employed by it.

9. NO THIRD PARTY BENEFICIARY
This Agreement shall not be construed to be an agreement for the benefit of any third party or parties and no third party or parties shall have any claim or right of action under this Agreement for any cause whatsoever.

10. INDEPENDENT CONTRACTOR
Contractor and all person(s) employed by or contracted with Contractor to furnish labor and/or materials under this Agreement are independent contractors and do not act as agent(s) or employee(s) of City. Contractor has full rights to manage its employees in their performance of Services under this Agreement.

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11. CONFIDENTIALITY OF MATERIAL
All ideas, memoranda, specifications, plans, manufacturing procedures, data, drawings, descriptions, documents, discussions or other information developed or received by or for Contractor and all other written information submitted to Contractor in connection with the performance of this Agreement shall be held confidential by Contractor and shall not, without the prior written consent of City, be used for any purposes other than the performance of the Services nor be disclosed to an entity not connected with performance of the Services. Nothing furnished to Contractor which is otherwise known to Contractor or becomes generally known to the related industry shall be deemed confidential.

12. OWNERSHIP OF MATERIAL
All material, which shall include, but not be limited to, data, sketches, tracings, drawings, plans, diagrams, quantities, estimates, specifications, proposals, tests, maps, calculations, photographs, reports, designs, technology, programming, works of authorship and other material developed, collected, prepared or caused to be prepared under this Agreement shall be the property of City but Contractor may retain and use copies thereof. City shall not be limited in any way or at any time in its use of said material. However, Contractor shall not be responsible for damages resulting from the use of said material for work other than Project, including, but not limited to, the release of this material to third parties.

13. RIGHT OF CITY TO INSPECT RECORDS OF CONTRACTOR
City, through its authorized employees, representatives or agents shall have the right during the term of this Agreement and for four (4) years from the date of final payment for goods or services provided under this Agreement, to audit the books and records of Contractor for the purpose of verifying any and all charges made by Contractor in connection with Contractor compensation under this Agreement, including termination of Contractor. Contractor agrees to maintain sufficient books and records in accordance with generally accepted accounting principles to establish the correctness of all charges submitted to City. Any expenses not so recorded shall be disallowed by City. Contractor shall bear the cost of the audit if the audit determines that there has been a substantial billing deviation in excess of five (5) percent adverse to the City.

Contractor shall submit to City any and all reports concerning its performance under this Agreement that may be requested by City in writing. Contractor agrees to assist City in meeting City’s reporting requirements to the State and other agencies with respect to Contractor’s Services hereunder.

14. HOLD HARMLESS/INDEMNIFICATION
A. To the extent permitted by law, Contractor agrees to protect, defend, hold harmless and indemnify City, its City Council, commissions, officers, employees, volunteers and agents from and against any claim, injury, Agreement with R3 Consulting Group Page 5 of 19
Rev. 07-01-18
liability, loss, cost, and/or expense or damage, including all costs and attorney’s fees in providing a defense to any such claim or other action, and whether sounding in law, contract, tort, or equity, in any manner arising from, or alleged to arise in whole or in part from, or in any way connected with the Services performed by Contractor pursuant to this Agreement – including claims of any kind by Contractor’s employees or persons contracting with Contractor to perform any portion of the Scope of Services – and shall expressly include passive or active negligence by City connected with the Services. However, the obligation to indemnify shall not apply if such liability is ultimately adjudicated to have arisen through the sole active negligence or sole willful misconduct of City; the obligation to defend is not similarly limited.

B. Contractor’s obligation to protect, defend, indemnify, and hold harmless in full City and City’s employees, shall specifically extend to any and all employment-related claims of any type brought by employees, contractors, subcontractors or other agents of Contractor, against City (either alone, or jointly with Contractor), regardless of venue/jurisdiction in which the claim is brought and the manner of relief sought.

C. To the extent Contractor is obligated to provide health insurance coverage to its employees pursuant to the Affordable Care Act (“Act”) and/or any other similar federal or state law, Contractor warrants that it is meeting its obligations under the Act and will fully indemnify and hold harmless City for any penalties, fines, adverse rulings, or tax payments associated with Contractor’s responsibilities under the Act.

15. INSURANCE REQUIREMENTS
During the term of this Agreement, and for any time period set forth in Exhibit C, Contractor shall provide and maintain in full force and effect, at no cost to City, insurance policies as set forth in Exhibit C.

16. WAIVER
Contractor agrees that waiver by City of any one or more of the conditions of performance under this Agreement shall not be construed as waiver(s) of any other condition of performance under this Agreement. Neither City’s review, acceptance nor payments for any of the Services required under this Agreement shall be constructed to operate as a waiver of any rights under this Agreement or of any cause of action arising out of the performance of this Agreement.

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17. NOTICES
All notices to the Parties shall, unless otherwise requested in writing, be sent to City addressed as follows:

City of Santa Clara
Attention: Department of Public Works
1500 Warburton Avenue
Santa Clara, CA 95050
and by e-mail at [email protected]

And to Contractor addressed as follows:

R3 Consulting Group, Inc.
1512 Eureka Road, Suite 220
Roseville, CA 95661
and by e-mail at [email protected]

The workday the e-mail was sent shall control the date notice was deemed given.

An e-mail transmitted after 1:00 p.m. on a Friday shall be deemed to have been transmitted on the following business day.

18. COMPLIANCE WITH LAWS
Contractor shall comply with all applicable laws and regulations of the federal, state and local government, including but not limited to “The Code of the City of Santa Clara, California” (“SCCC”). In particular, Contractor’s attention is called to the regulations regarding Campaign Contributions (SCCC Chapter 2.130), Lobbying (SCCC Chapter 2.155), Minimum Wage (SCCC Chapter 3.20), Business Tax Certificate (SCCC section 3.40.060), and Food and Beverage Service Worker Retention (SCCC Chapter 9.60), as such Chapters or Sections may be amended from time to time or renumbered. Additionally Contractor has read and agrees to comply with City’s Ethical Standards (http://santaclaraca.gov/home/showdocument?id=58299
).

19. CONFLICTS OF INTEREST
Contractor certifies that to the best of its knowledge, no City officer, employee or authorized representative has any financial interest in the business of Contractor and that no person associated with Contractor has any interest, direct or indirect, which could conflict with the faithful performance of this Agreement. Contractor is familiar with the provisions of California Government Code section 87100 and Agreement with R3 Consulting Group Page 7 of 19
Rev. 07-01-18
following, and certifies that it does not know of any facts which would violate these code provisions. Contractor will advise City if a conflict arises.

20. FAIR EMPLOYMENT
Contractor shall not discriminate against any employee or applicant for employment because of race, sex, color, religion, religious creed, national origin, ancestry, age, gender, marital status, physical disability, mental disability, medical condition, genetic information, sexual orientation, gender expression, gender identity, military and veteran status, or ethnic background, in violation of federal, state or local law.

21. NO USE OF CITY NAME OR EMBLEM
Contractor shall not use City’s name, insignia, or emblem, or distribute any information related to services under this Agreement in any magazine, trade paper, newspaper or other medium without express written consent of City.

22. GOVERNING LAW AND VENUE
This Agreement shall be governed and construed in accordance with the statutes and laws of the State of California. The venue of any suit filed by either Party shall be vested in the state courts of the County of Santa Clara, or if appropriate, in the United States District Court, Northern District of California, San Jose, California.

23. SEVERABILITY CLAUSE
In case any one or more of the provisions in this Agreement shall, for any reason, be held invalid, illegal or unenforceable in any respect, it shall not affect the validity of the other provisions, which shall remain in full force and effect.

24. AMENDMENTS
This Agreement may only be modified by a written amendment duly authorized and executed by the Parties to this Agreement.

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25. COUNTERPARTS
This Agreement may be executed in counterparts, each of which shall be deemed to be an original, but both of which shall constitute one and the same instrument.

The Parties acknowledge and accept the terms and conditions of this Agreement as evidenced by the following signatures of their duly authorized representatives.

CITY OF SANTA CLARA, CALIFORNIA
a chartered California municipal corporation
Approved as to Form: Dated:

Office of the City Attorney
City of Santa Clara
Office of the City Manager
1500
Warburton Avenue
Santa Clara, CA
95050
Telephone: (408) 615-2210
Fax: (408) 241-6771
“CITY”
R3 CONSULTING
GROUP, INC.
a California corporation
Dated:

By (Signature):

Name: Garth Schultz
Title: Principal
Principal Place of
Business Address:
1512 Eureka Road, Suite 220
Roseville, CA 95661
Email Address: [email protected]
Telephone: (510) 292-0853
Fax: ( )
“CONTRACTOR”
February 28, 2022

Agreement with R3 Consulting Group Page 9 of 19
Rev. 07-01-18

EXHIBIT A

SCOPE OF SERVICES

1. INTRODUCTION

1.1. Contractor shall provide solid waste consulting services as set forth herein.

1.2. To the extent not inconsistent with this Agreement between the City and Contractor including this Scope of Services, the City’s SOQ DPW-64 (including subsequent updates), and Contractor’s proposal response dated February 11, 2022 are hereby incorporated by reference herein, and shall supplement this Scope of Services and be subject to the terms and conditions of the Agreement.

2. TASKS AND DELIVERABLES
Contractor shall provide the following services:

2.1. Task 1. Annual Auditing of Non-Exclusive Franchise Hauler Franchise Fee Payments and Compliance with Bundled Service Requirements

2.1.1. Annually (October 1 of each year) consolidate and review quarterly reports (four (4) reports per year) from each of the eleven (11) active NEF haulers for completeness and compliance with NEF hauler agreement provisions, as well as for mathematical accuracy. Based on the quarterly reports and collected supporting documentation from NEF haulers, the Contractor will recalculate franchise fee payments, and report any discrepancies. Annual auditing shall also include verification that haulers are providing bundled services consisting of garbage, organics and recycling services to all customers with at least two (2) cubic yards of weekly service. Contractor shall provide field verification of the at least 10% of each hauler’s customers to complete this portion of the audit (see Table I).

2.2. Task 2. Annual Non-Exclusive Franchise Hauler Route Reviews

2.2.1. SB 1383, Section 18984.5 requires route reviews or waste evaluations be conducted to as part of the inspection process to check for compliance. The City believes route reviews may be more cost-effective given the number of haulers and accounts that need to be reviewed in the NEF area (see Table I). Contractor shall develop a methodology and conduct the route reviews in accordance with all SB 1383 requirements.

Only four (4) of the eleven (11) NEF haulers provide weekly services for businesses located in parcels zoned for industrial use and are thus subject to SB 1383, Section 1894.5. The remaining seven (7) only provide construction and demolition services which are not subject to the required route reviews.

Agreement with R3 Consulting Group Page 10 of 19
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Table I: NEF Hauler Routes and Customers
NEF Hauler Number of Routes
Number of
Customers
Mission Trail Waste Systems 7 686
Republic Services 4 297
GW Debris Services 3 38
Recology 3 110

Table I Note: This is a current count of routes and number of customers (12/2021). The number of customers may vary or change over time and routes may be revised.

2.3. Task 3. Assistance with FY 2023/24 – FY 2026/27 Annual Rate Setting

2.3.1. Calculate and prepare annual rate recommendations for garbage, yard trimmings, residential recycling, household hazardous waste collection, disposal and processing, the Cleanup Campaign, street sweeping, landfill post-closure maintenance, and compliance with several State Laws, including Senate Bill 1383 (SB 1383). Rate recommendations shall be proposed in a manner that meets all Proposition 218 notification requirements and aligns with the City’s timeline for rate setting.

Rate recommendations will include an evaluation of contractually obligated compensation adjustments, collection and disposal costs, the solid waste fund budget and associated program costs, and any other rate impacts, including changes required by State regulations under SB 1383, dramatic changes in the marketplace for commodities, adjustments for cost-of-living increases and any other new programs and services.

2.4. Task 4. Annual Santa Clara County-wide Rate Matrix for FY 2022/23 – FY 2026/27

2.4.1. Develop a jurisdictional comparison matrix for monthly bundled single- family residential cart service rates in Santa Clara County and compare to City current rates and proposed rates. The matrix must include whether the jurisdictions anticipate rate increases in the upcoming fiscal year. The final comparison matrix must be submitted by March 15 of each year.

2.4.2. Develop a jurisdictional comparison matrix for monthly garbage bin service rates in Santa Clara County and compare to City’s current rates and proposed rates. The matrix must include whether the jurisdictions anticipate rate increases in the upcoming fiscal year and whether they have a separate charge for organics collection services or if it is bundled. The final comparison matrix must be submitted by March 15 of each year.

2.5. Task 5. Residue Audits at Green Waste Recovery, Inc. (GWR) and Z-Best Composting Facility

2.5.1. Conduct two (2) residual audits annually that reflect seasonal changes (March or April and July or August) at GWR (sorting and processing of MSW material) and Z-Best (processing of the same materials to recover any additional residual from organics material).

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For each audit, observe forty (40) tons each of residential and commercial MSW and verify that the reported data is accurate and reasonable, and that processes and procedures are conducted in a manner consistent with the GreenWaste Recovery, Inc. Solid Waste Auditing Protocol & Residue Allocation Methodology (confidential document to be provided as a reference to the Contractor following contract execution). Provide findings in a report of observations with disposal allocations and data evaluations.

2.6. Task 6. Assistance Securing Disposal and Composting Services Beginning January 1, 2025.

2.6.1. Evaluate whether the City should move forward with the GWR proposed disposal services or if the City should include disposal of residue from GWR’s mixed waste processing and composting operations in a request for proposals for the services. The evaluation must include a report outlining the methods used to assess the options and provide recommendations based on findings. Even if the City chooses to take advantage of the option to have GWR pay for disposal, the City will still need a disposal services agreement to dispose of refuse collected during the annual Cleanup Campaign and municipal maintenance operations.

2.6.2. Prepare a Request for Proposals (RFP) for disposal services beginning January 1, 2025 if it is recommended in the evaluation. The RFP must meet state requirements and industry standards for the services.

2.6.3. Prepare a RFP for composting services beginning January 1, 2025. The RFP must meet state requirements and industry standards for the services.

2.7. Task 7. Rate Study for FY 2025/26 Solid Waste Rates

2.7.1. Prepare a solid waste rate study for funding the City’s solid waste program at cost recovery. The rate study must fully analyze cost breakdowns and how they are distributed to the various subscription options the public has to choose from and include the following evaluation categories: garbage rate component, residential yard trimmings rate component, residential recycling rate component, and cleanup campaign rate component. Each rate component will be comprised the costs of collection, plus the cost of disposal/processing/composting, plus program cost elements. A cost allocation study must be conducted to establish the program cost for each rate component. The final report must include analyses on bundled solid waste rates charged to customers, alignment with previous estimates, rate stabilization fund, comparison with rates from other jurisdictions in Santa Clara County, rate assistance program, and any next steps or recommendations.

3. ADDITIONAL SERVICES/TASKS
Other services, not specifically set forth above and when authorized in writing by the City, shall be at additional cost. Contractor shall be compensated for by a fee mutually agreed upon between the City and Contractor, or on a time-and-materials basis in accordance with Contractor’s hourly rates set forth in Exhibit B.

Agreement with R3 Consulting Group Page 12 of 19
Rev. 07-01-18

EXHIBIT B

SCHEDULE OF FEES

1. MAXIMUM COMPENSATION
The maximum compensation the City will pay Contractor for all professional fees, costs and expenses provided under this Agreement shall not exceed Seven Hundred Fifty-Four Thousand Nine Hundred Fifteen Dollars ($754,915), subject to annual appropriation of funds.

Any additional professional fees, costs and expenses requested by the City that would exceed the preceding maximum amount will be addressed in an Amendment to the Agreement.

2. FEE SCHEDULE
The all-inclusive fee schedule set forth herein is to complete Tasks 1 through 7.

Table 1 below details the costs by task and in total by year, with the costs for Tasks 1 through 5 being annual costs, and the costs for Tasks 6 and 7 being one-time costs.

Table 2 details staffing assignments and hours by tasks, and lists the estimated reimbursable expenses (applicable to Tasks 2 and 5 only). Values shown in Tables 1 and 2 comprise Contractor’s not-to-exceed estimates for completion of all tasks; actual billings may be lower than shown.

Table 1

TASK
FY 21/22
COST
FY 22/23
COST
FY 23/24
COST
FY 24/25
COST
FY 25/26
COST
FY 26/27
COST
TOTAL
COST
1 Annual NEF
Compliance
Audits
N/A $20,575 $21,190 $21,830 $22,480 $23,150 $109,225
2 Annual NEF*
Route Reviews N/A $18,925 $19,490 $20,070 $20,670 $21,290 $100,445 3 Annual Rate
Setting
Calculations
N/A $14,250 $14,680 $15,120 $15,570 $16,040 $75,660
4 Annual County-
wide Rate Matrix $6,725 $6,930 $7,140 $7,350 $7,570 $7,800 $43,515

5 Annual
Residual Audit
#1
$19,650 $20,240 $20,850 $21,480 $22,120 $22,780 $127,120 Annual
Residual Audit
#2
N/A $19,650 $20,240 $20,850 $21,480 $22,120 $104,340

6 Disposal and
Composting
Contracting
Evaluation
N/A $19,110 N/A N/A N/A N/A $19,110
Optional
Disposal RFP N/A N/A $63,625 N/A N/A N/A $63,625
Composting
RFP N/A N/A $63,625 N/A N/A N/A $63,625
7 FY 2025/26
Rate Study N/A N/A N/A $48,250 N/A N/A $48,250
Total $26,375 $119,680 $230,840 $154,950 $109,890 $113,180 $754,915

*Task 2 assumes four (4) days of route auditing for contamination, for approximately 10% of containers on route being audited.

Agreement with R3 Consulting Group Page 13 of 19
Rev. 07-01-18
Table 2

TASK
STAFF MEMBER & 2022 HOURLY RATE

Annual
Hours
Total
Hours
Reimbursable
Expenses
Garth
Schultz,
$285
Scott
Hanin,
$285
Ryan
Calkins,
$200
Claire
Wilson,
$190
Jordan
Muratsuchi,
$190
Nikhil
Tagore-
Erwin,
$170
Sarah
Koplowicz,
$155
1 Annual NEF Compliance
Audits 5 - - 60 - - 50 115 575 -
2 Annual NEF Route Reviews 5 - - 50 - - 50 105 525 $ 250 3 Annual Rate Setting
Calculations 50 - - - - - - 50 250 -
4 Annual County-wide Rate
Matrix 10 - - - - - 25 35 175 -

5 Annual Residual Audit #1 10 - 40 - - 40 - 90 450 $ 2,000 Annual Residual Audit #2 10 - 40 - - 40 - 90 450 $ 2,000

6 Disposal and Composting
Contracting Evaluation 20 45 - - - - - N/A 65 -

Optional Disposal RFP 50 75 50 75 - - - N/A 250 -

Composting RFP 50 75 50 75 - - - N/A 250 -
7 FY 2025/26 Rate Study 75 - - - 75 50 - N/A 200 -
Total 285 195 180 260 75 130 125 485 3190 $ 4,250

Agreement with R3 Consulting Group Page 14 of 19
Rev. 07-01-18

3. ADDITIONAL SERVICES/TASKS
In the event additional services are required by the City, Contractor shall prepare a statement of work based on the City’s requirements, propose a fee based on the rates set forth in Table 3 and obtain written approval from the City prior to commencing work.

The hourly rates below will be adjusted by 3% (and rounded to the nearest whole dollar) annually, on January 1, during the term of the Agreement.

Table 3
Classification 2022 Hourly Rates
Principal $ 285
Senior Project Director $ 285
Project Director $ 240
Senior Project Manager $ 220
Project Manager $ 200
Senior Project Analyst $ 190
Senior Administrative Support $ 170
Project Analyst $ 170
Associate Analyst $ 155
Administrative Support $ 125
Reimbursable Costs
Consultants/Subcontractors Cost plus 10%
Lodging and meals Direct cost
Travel — Private or company car At Current Federal Rate Travel — Other Direct cost
Delivery and other expenses Direct cost

4. INVOICING
Unless otherwise agreed in writing, Contractor will bill monthly for work completed at the first of each month for the preceding month. City will pay Contractor within thirty (30) days of City’s receipt of an approved invoice.

Agreement with R3 Consulting Group Page 15 of 19
Rev. 07-01-18

EXHIBIT C

INSURANCE REQUIREMENTS

Without limiting the Contractor’s indemnification of the City, and prior to commencing any of the Services required under this Agreement, the Contractor shall provide and maintain in full force and effect during the period of performance of the Agreement and for twenty-four (24) months following acceptance by the City, at its sole cost and expense, the following insurance policies from insurance companies authorized to do business in the State of California. These policies shall be primary insurance as to the City of Santa Clara so that any other coverage held by the City shall not contribute to any loss under Contractor’s insurance. The minimum coverages, provisions and endorsements are as follows:

A. COMMERCIAL GENERAL LIABILITY INSURANCE

1. Commercial General Liability Insurance policy which provides coverage at least as broad as Insurance Services Office form CG 00 01. Policy limits are subject to review, but shall in no event be less than, the following:
$1,000,000 Each Occurrence
$2,000,000 General Aggregate
$2,000,000 Products/Completed Operations Aggregate
$1,000,000 Personal Injury

3. The following provisions shall apply to the Commercial Liability policy as well as any umbrella policy maintained by the Contractor to comply with the insurance requirements of this Agreement:
a. Coverage shall be on a “pay on behalf” basis with defense costs payable in addition to policy limits;
b. There shall be no cross liability exclusion which precludes coverage for claims or suits by one insured against another; and c. Coverage shall apply separately to each insured against whom a claim is made or a suit is brought, except with respect to the limits of liability.

Agreement with R3 Consulting Group Page 16 of 19
Rev. 07-01-18
B. BUSINESS AUTOMOBILE LIABILITY INSURANCE
Business automobile liability insurance policy which provides coverage at least as broad as ISO form CA 00 01 with policy limits a minimum limit of not less than one million dollars ($1,000,000) each accident using, or providing coverage at least as broad as, Insurance Services Office form CA 00 01. Liability coverage shall apply to all owned (if any), non-owned and hired autos.

In the event that the Work being performed under this Agreement involves transporting of hazardous or regulated substances, hazardous or regulated wastes and/or hazardous or regulated materials, Contractor and/or its subcontractors involved in such activities shall provide coverage with a limit of one million dollars ($1,000,000) per accident covering transportation of such materials by the addition to the Business Auto Coverage Policy of Environmental Impairment Endorsement MCS90 or Insurance Services Office endorsement form CA 99 48, which amends the pollution exclusion in the standard Business Automobile Policy to cover pollutants that are in or upon, being transported or towed by, being loaded onto, or being unloaded from a covered auto.

C. WORKERS’ COMPENSATION

1. Workers’ Compensation Insurance Policy as required by statute and employer’s liability with limits of at least one million dollars ($1,000,000) policy limit Bodily Injury by disease, one million dollars ($1,000,000) each accident/Bodily Injury and one million dollars ($1,000,000) each employee Bodily Injury by disease.

2. The indemnification and hold harmless obligations of Contractor included in this Agreement shall not be limited in any way by any limitation on the amount or type of damage, compensation or benefit payable by or for Contractor or any subcontractor under any Workers’ Compensation Act(s), Disability Benefits Act(s) or other employee benefits act(s).

3. This policy must include a Waiver of Subrogation in favor of the City of Santa Clara, its City Council, commissions, officers, employees, volunteers and agents.

D. PROFESSIONAL LIABILITY
Professional Liability or Errors and Omissions Insurance as appropriate shall be written on a policy form coverage specifically designed to protect against negligent acts, errors or omissions of the Contractor. Covered services as designated in the policy must specifically include work performed under this agreement. Coverage shall be in an amount of not less than one million dollars ($1,000,000) per claim or two million dollars ($2,000,000) aggregate. Any coverage containing a deductible or self-retention must first be approved in writing by the City Attorney’s Office.

Agreement with R3 Consulting Group Page 17 of 19
Rev. 07-01-18
E. COMPLIANCE WITH REQUIREMENTS
All of the following clauses and/or endorsements, or similar provisions, must be part of each commercial general liability policy, and each umbrella or excess policy.

1. Additional Insureds. City of Santa Clara, its City Council, commissions, officers, employees, volunteers and agents are hereby added as additional insureds in respect to liability arising out of Contractor’s work for City, using Insurance Services Office (ISO) Endorsement CG 20 10 11 85, or the combination of CG 20 10 03 97 and CG 20 37 10 01, or its equivalent.

2. Primary and non-contributing. Each insurance policy provided by Contractor shall contain language or be endorsed to contain wording making it primary insurance as respects to, and not requiring contribution from, any other insurance which the indemnities may possess, including any self-insurance or self-insured retention they may have. Any other insurance indemnities may possess shall be considered excess insurance only and shall not be called upon to contribute with Contractor’s insurance.

3. Cancellation.
a. Each insurance policy shall contain language or be endorsed to reflect that no cancellation or modification of the coverage provided due to non-payment of premiums shall be effective until written notice has been given to City at least ten (10) days prior to the effective date of such modification or cancellation. In the event of non-renewal, written notice shall be given at least ten (10) days prior to the effective date of non-renewal.
b. Each insurance policy shall contain language or be endorsed to reflect that no cancellation or modification of the coverage provided for any cause save and except non-payment of premiums shall be effective until written notice has been given to City at least thirty (30) days prior to the effective date of such modification or cancellation. In the event of non-renewal, written notice shall be given at least thirty (30) days prior to the effective date of non- renewal.

4. Other Endorsements. Other endorsements may be required for policies other than the commercial general liability policy if specified in the description of required insurance set forth in Sections A through E of this Exhibit C, above.

Agreement with R3 Consulting Group Page 18 of 19
Rev. 07-01-18
F. ADDITIONAL INSURANCE RELATED PROVISIONS
Contractor and City agree as follows:

1. Contractor agrees to ensure that subcontractors, and any other party involved with the Services, who is brought onto or involved in the performance of the Services by Contractor, provide the same minimum insurance coverage required of Contractor, except as with respect to limits. Contractor agrees to monitor and review all such coverage and assumes all responsibility for ensuring that such coverage is provided in conformity with the requirements of this Agreement. Contractor agrees that upon request by City, all agreements with, and insurance compliance documents provided by, such subcontractors and others engaged in the project will be submitted to City for review.

3. The City reserves the right to withhold payments from the Contractor in the event of material noncompliance with the insurance requirements set forth in this Agreement.

G. EVIDENCE OF COVERAGE
Prior to commencement of any Services under this Agreement, Contractor, and each and every subcontractor (of every tier) shall, at its sole cost and expense, provide and maintain not less than the minimum insurance coverage with the endorsements and deductibles indicated in this Agreement. Such insurance coverage shall be maintained with insurers, and under forms of policies, satisfactory to City and as described in this Agreement. Contractor shall file with the City all certificates and endorsements for the required insurance policies for City’s approval as to adequacy of the insurance protection.

H. EVIDENCE OF COMPLIANCE
Contractor or its insurance broker shall provide the required proof of insurance compliance, consisting of Insurance Services Office (ISO) endorsement forms or their equivalent and the ACORD form 25-S certificate of insurance (or its equivalent), evidencing all required coverage shall be delivered to City, or its representative as set forth below, at or prior to execution of this Agreement.

Upon City’s request, Contractor shall submit to City copies of the actual insurance policies or renewals or replacements. Unless otherwise required by the terms of this Agreement, all certificates, endorsements, coverage verifications Agreement with R3 Consulting Group Page 19 of 19
Rev. 07-01-18
and other items required to be delivered to City pursuant to this Agreement shall be provided by email to: [email protected].

Or by mail to:

EBIX Inc.

City of Santa Clara – Public Works Department
P.O. Box 100085 – S2
Duluth, GA 30096
Telephone number: 951-766-2280
Fax number: 770-325-0409
I. QUALIFYING INSURERS
All of the insurance companies providing insurance for Contractor shall have, and provide written proof of, an A. M. Best rating of at least A minus 6 (A- VI) or shall be an insurance company of equal financial stability that is approved by the City or its insurance compliance representatives.

City of Santa Clara
Agenda Report
1500 Warburton Avenue
Santa Clara, CA 95050
santaclaraca.gov
@SantaClaraCity
22-153 Agenda Date: 3/22/2022

REPORT TO COUNCIL

SUBJECT
Action on Various Agreements for Silicon Valley Power (SVP), Authorizing the Office of the City Manager to:

1. Exercise options to renew an Enterprise Program Agreement with OSIsoft, LLC for up to five years and increase funding authorization to include additional services or addition of assets to the existing licenses;

2. Negotiate and Execute Amendment No. 2 to an Agreement for Services with Efficiency Services Group, LLC to administer the Commercial Parking Lot & Exterior Lighting Program to Silicon Valley Power's (SVP) small and mid-sized business customers;

3. Negotiate and execute additional amendments to add or delete services or licenses consistent with the scopes of the subject agreements, and allow future rate adjustments including associated increases to maximum compensation, subject to request and justification by contractor, approval by the City, and the appropriation of funds; and

4. Execute long lead-time material agreements and purchase orders for the South Loop Reconfiguration Project

COUNCIL PILLAR
Deliver and Enhance High Quality Efficient Services and Infrastructure

BACKGROUND
To meet its mission, goals, and regulatory needs, the City of Santa Clara’s Electric Department, Silicon Valley Power (SVP), requires a variety of specialized services and materials, including:

Plant Information Historian Software (OSIsoft)
The Electric Utility Department, Silicon Valley Power (SVP), maintains and supports historical data infrastructure for electric utility operations, generation, and power trading. The data is collected and maintained in numerous systems, such as the Advanced Metering Infrastructure (AMI) and Geospacial Information System (GIS). Using OSlsoft's (OSI) Plant Information (Pl) historian software (OSI Software) allows for seamless and secure data collection and configuration from these systems.

This streamlines SVP’s processes and procedures and supports SVP with regulatory compliance.

On August 28, 2018, Council authorized the City Manager to execute an Enterprise Program Agreement and Corporate Family Software License and Service Agreement with OSIsoft. To achieve continuity, the Enterprise Program Agreement was effective retroactive to April 24, 2017 for a 5-year term and included installation, configuration, modification, and maintenance to OSIsoft software and related systems. The previous fourteen years prior to the 2017 agreement, OSlsoft had been providing service support to the City through an Enterprise and Software License Agreement. The Corporate Family Software License Agreement governs the right for SVP to use the Pl historian software and the Enterprise Program Agreement outlines the terms for SVP and OSlsoft to conduct City of Santa Clara Printed on 3/17/2022Page 1 of 5
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business. The Enterprise Program Agreement executed in 2018 included the implementation of the system as well as five (5) years of enterprise services including a software reliance program, a dedicated program manager, an annual roadmap, and additional services such as training. The Software License Agreement is valid as long as there is an Enterprise Program Agreement in place.

Administration of Commercial Parking Lot & Exterior Lighting Program (Efficiency Services Group, LLC)
In accordance with Public Utilities Code (PUC) Section 385 covering Public Benefits Charge, and with the City’s Public Benefits Program Policy Statement adopted by Council on May 12, 1998, Staff has developed a wide range of cost-effective energy efficiency and renewable energy programs for customers. State law requires that the utility spend a minimum of 2.85% of retail revenue on these programs, in order to encourage customer investments by reducing the payback period in these areas.

In order to expand its energy efficiency programs, Silicon Valley Power periodically issues Requests for Proposals (RFP) for energy efficiency programs managed by third-party firms. An RFP was issued in August 2016 and, as a result of this RFP, Silicon Valley Power selected the Commercial Parking Lot & Exterior Lighting Third Party Energy Efficiency Program offered by Efficiency Services Group, LLC (ESG) to complement SVP’s existing energy efficiency programs. This program began in January 2017 and exceeded expectations in customer participation. The original program contract ended on January 11, 2020 and had a total contract cost of $554,545. Due to significant remaining customer demand for the program, a new Agreement for Services was executed with ESG on April 15, 2020 to renew the program for two years through March 31, 2022 and increase the maximum compensation to $1,000,000 in order to serve the remaining customers and contribute to the City and utility’s energy efficiency goals.

Materials for South Loop Project
On January 11, 2022, Silicon Valley Power (SVP) awarded Contract No. 2124B to Hotline Construction, LLC (Hotline) for Construction of the South Loop Reconfiguration Project in the amount of $18,583,938 and authorized the City Manager to execute change orders up to 15% ($2,787,591) of the original contract amount. The primary objective of the South Loop Reconfiguration Project (Project) is to shift the electrical load demand from the South Loop Circuit to the East Loop Circuit while increasing the power transfer capability of the 60 kilovolt (kV) electric system. The system capacity that is gained from the implementation of this Project is needed to maintain system reliability as the electrical demands of the City continue to increase. The Project is also critical to maintaining project timelines for new data center customers as well as allowing for load growth at existing data center sites.

DISCUSSION
Plant Information Historian Software (OSIsoft)
The Agreement with OSIsoft includes an option to extend the term for an additional five years. SVP has found OSI Software’s performance satisfactory and OSI continues to develop the Pl historian software which has greatly enhanced SVP's data collection, storage, analysis, and presentation capabilities. SVP uses the data collected through the Pl historian for troubleshooting, real time operational assessments, and billing functions.

City of Santa Clara Printed on 3/17/2022Page 2 of 5
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22-153 Agenda Date: 3/22/2022
The previous five years of Enterprise Service Fees were fixed at $97,614 for a total authorization of $488,070. The Agreement provided for a 7.5% increase in annual fees beginning with the sixth year of service and annual increases in future years based on Consumer Price Index subject to a minimum increase of 3% and maximum increase of 6%. The current executed Agreement for Services with OSIsoft does not include any contingency or additional funds authorized by Council.

However, as SVP continues to use OSI Software, opportunities for further efficiencies may be identified or additional assets may need to be added to the license. To save time, staff recommends that additional funding is built into this authorization for future additional services or if additional assets are added to the licensing. Therefore, staff recommends an authorization to increase compensation by up to $911,930 for a total maximum compensation of $1,400,000. This increase includes up to $591,530 for annual licensing cost based on maximum annual increase of six percent and $320,400 for additional services or to add additional assets to the license.

Administration of Commercial Parking Lot & Exterior Lighting Program (Efficiency Services Group, LLC)
The Commercial Parking Lot & Exterior Lighting Third Party Energy Efficiency Program administered by ESG reduces the energy consumption of small business customers through exterior lighting energy efficiency measures. The program provides free light fixtures with the customers responsible for installation. ESG assists the customer in identifying the appropriate retrofit light fixtures and performs verification of installation, ensuring customer satisfaction with the new product.

Since the program was started, 330 projects have been completed, 2,899 fixtures have been replaced, and 2,761,642 kilowatt hours (kWh) in first year energy savings were achieved. This energy savings will be ongoing depending on the useful life of the new fixtures. While the fixtures are provided at no cost, the customer is essentially paying a “copayment” by paying for the installation of the fixtures. This model still falls within the program cost effectiveness requirements of Silicon Valley Power. ESG has had significantly more interest than expected and, in 2021 was on track to spend the entire budget in one year. Through its outreach efforts to small business customers, ESG estimates that with additional funding of $527,000, it could retrofit over 2,600 additional fixtures and achieve an additional 2.1 million kWh of first year energy savings.

The total spent on this contract to date is approximately $835,000 with significant remaining customer interest and reservations for the current funding. Staff recommends extending the program and contract for an additional fifteen months and increasing maximum compensation by $527,000 from $1,000,000 to a total maximum compensation of $1,527,000.

Materials for South Loop Project
Typically, long lead-time materials such as poles, insulators, conductors, and rebar cages are ordered by the City prior to issuance of the construction bid where possible so there are not delays due to long lead times once the construction contract is awarded. Recently, the lead times for these materials increased significantly due to global supply chain issues. Therefore, staff recommends delegation of authority to the Office of the City Manager to approve long lead-time material agreements and purchase orders associated with the South Loop Reconfiguration Project. For example, during the routine construction kick off meeting with Hotline, Hotline recommended that City of Santa Clara Printed on 3/17/2022Page 3 of 5
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22-153 Agenda Date: 3/22/2022
SVP order conductor optimized in reels to provide for a more efficient and reliable installation of the Project. All materials will be procured under Purchasing guidelines and ordinance.

ENVIRONMENTAL REVIEW
The action being considered does not constitute a “project” within the meaning of the California Environmental Quality Act (“CEQA”) pursuant to CEQA Guidelines section 15378 (b)(4) in that it is a fiscal activity that does not involve commitment to a specific project which may result in potential significant impact on the environment.

FISCAL IMPACT
The cost of these proposed agreements are as follows:

OSIsoft, LLC:

Exercising the option to extend the agreement with OSIsoft would extend the term through April 23, 2027. The proposed Enterprise Services Fees are anticipated not to exceed $591,530 and would be paid annually. Staff requests additional authorization for up to $320,400 for additional services or in the event that the licenses need to be modified for additional assets.

Funding for this agreement is included in the FY 2022/23 budget. Funding for future years will be incorporated into the biennial budget.

Efficiency Services Group, LLC:

Sufficient funding is available in the Electric Department Public Benefits program's operating budget for FY 2022/23. The Public Benefits program is funded through a state-mandated charge on all electric bills established by Assembly Bill 1890. Funds shall be spent in four areas: energy efficiency, renewable energy, low income programs, and research and development of energy technologies.

South Loop Materials:

Sufficient funds for these materials are available in the Transmission System Reinforcements project (project number 2124) in the Electric Utility Capital Fund.

COORDINATION
This report has been coordinated with the Finance Department and City Attorney’s Office.

RECOMMENDATION

1. Authorize the Office of the City Manager to exercise options to renew the Enterprise Program Agreement with OSIsoft, LLC for up to five years through April 23, 2027 and increase funding authorization by $911,930 to include additional services or addition of assets to the existing licenses for a total maximum authorization of $1,400,000, subject to annual appropriation of funds;

2. Authorize the Office of the City Manager to negotiate and execute Amendment No. 2 to an Agreement for Services with Efficiency Services Group, LLC to administer the Commercial Parking Lot & Exterior Lighting Program to Silicon Valley Power's (SVP) small and mid-sized business customers extending the term through June 30, 2023 and increasing maximum compensation by City of Santa Clara Printed on 3/17/2022Page 4 of 5
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22-153 Agenda Date: 3/22/2022
$527,000 for a total maximum authorization of $1,527.000, subject to annual appropriation of funds;

3. Authorize the Office of the City Manager to negotiate and execute additional amendments to add or delete services or licenses consistent with the scope of the agreements and allow future rate adjustments including associated increases in maximum compensation subject to request and justification by contractor, approval by the City, and the appropriation of funds; and

4. Delegation of authority to the Office of the City Manager to purchase long lead-time materials for South Loop Reconfiguration Project.

Reviewed by: Manuel Pineda, Chief Electric Utility Officer Approved by: Office of the City Manager

ATTACHMENTS

1. Enterprise Program Agreement with OSIsoft, LLC

2. Agreement for Services with Efficiency Services Group, LLC

3. Amendment No. 1 to the Agreement for Services with Efficiency Services Group, LLC City of Santa Clara Printed on 3/17/2022Page 5 of 5
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OS/soft Confidential Execution Copy
OS/soft Contract no. I 0'2 9 79 &'
OSisoft , LLC ("OS/soft")
Attn: Legal Department
1600 Alvarado Street
San Leandro, CA 94577
Phone: (510)297-5800
Contacts:

Busin ess:

Name : Adele Ward
Email: [email protected]
Phone: 1510297-5850
Legal:

Name : Legal Depa11ment
Email : [email protected]
Facsimile : (510) 295-2444
Enterprise Program Agreement
August 31, 2018
("Effective Date")
City of Santa Clara, dba
Silicon Valley Power ("Licensee")
1500 Warbmton Ave.

Santa Clara, CA 95050
Contacts:

Busin ess:

Name: Tim Lynch
Email: [email protected]
Phone: 408-615-6689
Legal:

Name: City of Santa Clara City Attorney's Office
Email: CityAttorney@santaclaraca .gov
Phone: (408)615-2230
This Enterprise Program Agreement ("Enterprise Agreement " or "Agreement ") effective as of the Effective Date specified above incorporates by this reference the terms and conditions of that ce1tain Software License and Services Agreement with an effective date of April 24, 2017 (OSisoft Agreement#-----~ (the "SLA") by and between OSlsoft , LLC ("OS/soft "), and City of Santa Clara, dba Silicon Valley Power . Unless otherwise specified , all capitalized terms in this Enterprise Agreement have the meaning defined in the SLA.

1. COMMERCIAL TERMS
Term From Effective Date through April 23, 2022
Enterprise Licensed • Enterprise Infrastructure Version 2.0 as further described on Software http://www .osisoft.com/enterprise-agreement-software-services /, • OSisoft software licensed under the Former Agreement (see next row of this table) not replaced or updated by Enterprise Infrastructure Version 2.0.

Annual Enterprise Services Licensee 's annual Enterprise Services subscription price shall be equal to Fee ("ESRP") 20.4% ("Enterprise Services Rate") of the License Fee Basis. "License Fee Basis" shall be the License Fees paid under Licensee ' s Enterprise Program Agreement dated April 24, 2012 (the "Former Agreement ," now expired; all licensed OSlsoft software under the Former Agreement lS hereby transferred to the terms and conditions of this Agreement) , plus any additional license fees paid hereunder for Enterprise Licensed Software
License Licensee shall receive Enterprise Licensed Software for the Assets specified in Exhibit A ("Licensed Assets")
Net Licensee Fee Due: $0
Page I of 16
CityofSant aC lara.Silicon Valley Power. EA. 061un2018.2 .final.docx OS/soft Confidential Execution Copy
Net Initial Enterprise Years 1 and 2: $195,228
Services Fee Due:

Enterprise Services Fees Year 3: $97,614* due April 23, 2019 following initial Term Year 4: $97,614* due April 23, 2020 year:* Year 5: $97,614* due April 23, 2021
Initial Invoice Total $195,228
* Subject to adjustments to material changes in Licensed Assets or Licensed Asset Capacities, see Section 4.1., and minimum annual ESRP.

Please check one:
□ Corresponding PO will be submitted and required for invoicing . □ Contract number can be used for invoicing.

2. ENTERPRISE SERVICES ( "Enterprise Services")
Remote Monitoring of PI Systems ("Remote Monitoring"). Licensee will permit OSisoft to remotely monitor ce11ain performance metrics of Licensee's Enterprise Licensed Software in accordance with the mutually agreed Enterprise Roadmap. The software used to provide the Remote Monitoring service is for use only by OSisoft in providing the Enterprise Services or by Licensee to monitor the performance of the Enterprise Licensed Software, and may not be used by Licensee for any purpose including, without limitation, to monitor other software programs or equipment. Remote Monitoring services are in no way meant to serve as a safety monitoring service and Licensee shall indemnify OSisoft against any claims resulting from Licensee's failure to operate Licensee's equipment in a safe manner. To be eligible to utilize this service offering, Licensee must grant OSisoft suppot1 staff unattended remote access to the nodes to be monitored . Remote access will be provided via OSisoft's remote suppot1 software that allows our engineers to properly troubleshoot and remediate ale11s regarding the PI System. In the event that Licensee ceases to subscribe to Enterprise Services , Licensee will delete this software upon OSisoft's request. OSisoft may use data collected by the Remote Monitoring service to issue to Licensee recommendations for hardware and software (Enterprise Licensed Software and OS) upgrades and other measures Licensee may implement to increase Enterprise Licensed Software perfotmance as agreed in the Enterprise Roadmap.

2.1. Software Reliance Program ("SRP"). As pat1 of Enterprise Services, Licensee and its Contractors will receive the benefits of OSisoft's Software Reliance Program ("SRP") to suppot1 the Enterprise Licensed Software . (All references to "OSisoft Products" within the SRP terms and conditions shall mean the Enterprise Licensed Software.). Contractors will also have facilitated access to OSisoft 's relevant pat1ner program .

2.2. Enterprise Program Manager. A global Enterprise Program Manager ("EPM') will be assigned to Licensee's account to provide a reasonable amount of coordination and assistance for questions pertaining to architecture and deployment of Enterprise Licensed Software (as defined in Section 3 below), as well as project management. Licensee will assign its own Program Manager ("Licensee Program Manager") to manage the relationship with OSisoft. The Licensee Program Manager is responsible for the identification of potential installations globally and to identify and make available the required resources within Licensee. The EPM will strive to understand the business of Licensee and develop domain knowledge to fut1her faci litate collaboration in utilization of the Enterprise Licensed Software. Additionally, the EPM will coordinate between OSisoft technical staff and Licensee to create and maintain, as pa11 of the Enterprise Roadmap, a central monitoring philosophy for the Enterprise Licensed Software , including ale11s, proactive remedial actions and fixes. OSisoft reserves the right to change the EPM at any time upon notice to Licensee .

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2.3. Enterprise Roadmap. OSisoft, in collaboration with Licensee, will develop a roll out and update plan ("Enterprise Roadmap") for the Enterprise Licensed Software.

The Enterprise Roadmap will specify what services OSisoft will provide on an annual basis during the term of the Enterprise Agreement and for what areas Licensee will have primaiy responsibility. Areas of consideration to be documented in the annual Enterprise Roadmap may include:
• Identification, prioritization and set target timelines for business and technical objectives where OSisoft's products or services will be of assistance • Enterprise architecture considerations such as:

0. technical architecture diagram,

1. hardware and software requirements,

2. remote access requirements and plan,

3. selection of interfaces,

4. update and back-up strategy

5. migration strategy
• Define the necessa1y technical prerequisite requirements to deploy the Enterprise Licensed Software
• Site/ Asset installation schedule, areas of responsibility and frequency of updates • Identification and scheduling of Learning and Event vouchers, and CoE services • Administration items such as annual review expectations, true-up process and T &L budget considerations
Taking into account Licensee's stated business objectives and resources, the Enterprise Roadmap will include a proposed schedule, recommendations on training for Licensee personnel and end users, best practices and other recommendations for operation of the Enterprise Licensed Software.

Prior to providing any services OSisoft will work jointly with the customer to prioritize the activities defined in the Enterprise Roadmap. This Enterprise Roadmap will be updated annually based on Licensee's updated business objectives and resources and to account for material changes in the Licensed Assets.

2.4. Reviews. Reviews will be conducted on an as-needed basis by the EPM, Licensee Program Manager and appropriate management personnel. These reviews may be conducted in person at a mutually agreed upon location or vittually, using web-based collaboration tools. These reviews shall be based upon a review repot1 prepared by the OSisoft team and supervised by the EPM, and will address any concerns identified by the EPM or Licensee Program Manager, and be specifically focused on Licensee's opp01tunities and goals. The Enterprise Roadmap may be adjusted and modified at these meetings.

2.5. Installation of Enterprise Licensed Software. OSisoft will provide a single installation or upgrade service per Licensee Site per year for Enterprise Licensed Software in accordance with the mutually agreed Enterprise Roadmap. These installation services will be performed remotely from OSisoft's offices or through an installation manager server installed on Licensee's network and connected to Licensee's deployment locations and computers ( "Installation Management System"). On an exception basis as expressly agreed in the Enterprise Roadmap and subject to the SRP conditions for On-Site Assistance, these installations may be performed manually on-site at Licensee's facilities.

Licensee will provide the Datastream Point configuration in electronic format for configuration of

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Interface(s) as set forth in the mutually agreed Enterprise Roadmap.

2.6. Center of Excellence. OSisoft will provide reasonable assistance and info1mation resources to Licensee in Licensee 's application of Enterprise Infrastructure to Licensee 's pa11icular needs per the initiatives jointly agreed upon in the annual Enterprise Roadmap. Examples of OSisoft Enterprise Service offerings are described in the Enterprise Suppo11 section of osisoft.com [http://www.osisoft.com/Legal/ ea-service-offerings. pdf].

The scope of work for each CoE service engagement will be created by the EPM for Licensee 's review and approval. The scope of work will include a description of the deliverables , Licensee pa11icipation required , and anticipated scheduling. Licensee shall bear complete responsibility for determining whether any concepts, preliminary designs , application recommendations or advice by OSisoft are appropriate for Licensee 's operations. OSisoft personnel delivering CoE services will strive to understand Licensee's business , but in no event does OSisoft represent that such personnel are experts in Licensee 's pa11icular industry . While Licensee's operational and business data will remain Licensee's Confidential Information , Licensee acknowledges that OSisoft may utilize deliverables of general applicability which do not include Licensee ' s Confidential Information , to assist other customers or improve the Enterprise Licensed Software , even if such deliverables are based upon requirements provided by Licensee. These materials may include , but are not limited to, non-confidential application designs , architecture, general engineering or programming methodologies in common use or within a pa11icular industry , algorithms, sample screens or enhancements to the Enterprise Licensed Software.

2.7. Migration of Third Party Historical Data. OSisoft will provide one-time assistance at the beginning of this Agreement , as agreed in the Enterprise Roadmap, for Licensee in migrating data from third party historian software to the Enterprise Infrastructure. Data from the third -patty historian must be provided by Licensee to OSisoft in a format compatible with an existing OSisoft interface. OSisoft will supply Licensee with the technical requirements to prepare such data files.

OSisoft will conve11 the data supplied by Licensee into a data file that is compatible with the Enterprise Infrastructure . The data will not be validated by OSisoft. Data validation is the sole responsibility of the Licensee. The migration scope does not include migration of calculations or applications.

2.8. Vouchers.

Licensee will receive two different types of Vouchers:
(i) Learning Vouchers: Licensee will receive (1) one learning voucher per $5,000 paid to OSisoft for Enterprise Services per year. These Services Vouchers may be used for standard training courses at OSisoft training locations at a rate of ( 1) one voucher per (1) one seat per training day. Licensee may request that a standard or custom training course be conducted onsite at one of licensee's facilities. Twelve (12) learning vouchers are required for onsite training , per day, regardless of the number of students . Onsite training is limited to a maximum of (12) twelve students per day. An additional (6) six learning vouchers (not per day; in total) will be required for a custom training course, to cover OSisoft's additional preparation time. (ii) Event Vouchers: These Services Vouchers may only be redeemed for admission to an OSisoft user's events at a rate of one (1) seat per $40,000 paid to OSisoft for Enterprise Services per year .

From time to time OSisoft may make other services or admission to other events available for purchase with these vouchers. Vouchers are valid for one (1) year from each anniversary date of the Effective Date of this Enterprise Agreement and cannot be carried over to subsequent years. In no event may vouchers be redeemed for anything other than the foregoing including , without limitation, software products, professional services or cash, unless otherwise

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expressly agreed by the patties .

Vouchers cannot be sold, battered , swapped or exchanged .

2.9. Travel and Living Expenses. Licensee will reimburse OSisoft for all reasonable out of pocket travel or living expenses incurred in connection with mutually agreed upon services provided by OSisoft under this Enterprise Agreement , including without limitation onsite installations , onsite training sessions , kickoff meetings , periodic reviews or any other visit to Licensee 's premises by OSisoft services personnel. Travel and living expenses will be charged in addition to any Service Vouchers redeemed or services fees paid for such services. OSisoft will incur such expenses in compliance with its then-current field services travel policy, which will be provided to Licensee upon request.

2.10. Additional Services. For clarification , any services beyond the scope of Enterprise Services including, without limitation, providing on-site installation services beyond those expressly provided in the Enterprise Roadmap or additional services or time required as a result of Licensee not meeting any Technical Prerequisites (such as not having the appropriate hardware prepared as specified by OSisoft) , will be subject to OSisoft's then-current field services rate. As of the Effective Date this rate is $2,000/person/day. OSisoft will provide an estimate using the then-current applicable rates upon request.

3. ENTERPRISE LICENSING

3.1. Enterprise Licensed Software Definitions.
"Licensee's Enterprise" means Licensee's business activities comprised of power trading, power generation and electric transmission and distribution.
"Asset " means Licensee 's power trading, generation and distribution assets (including substations) , including utility operations devices, utility network infrastructure , Meters, and phasor measurement units (PMUs) concentrators, owned and operated by Silicon Valley Power, all as identified on Exhibit A-
"Meter" means a physical device which measures and analyzes for energy usage in time differentiated registers , including 5 minute reads as required by Licensee 's power trading operation or quatter-hourly or such interval as is specified by Licensee's SVP Meter Connect program. Specifically, a Meter is a single device connected to Licensee 's owned and operated power trading assets, customers ' home devices , including appliances , thermostats , water heaters, pool pumps, etc., which receives data from such devices, and which data is then read from the single Meter by remote access and control , either by Licensee or a third-patty service provider for the purpose of customizing and monitoring home energy consumption.
"Licensed Asset Capacity" means the capacity of each Asset measured as specified in Exhibit A. On the Effective Date, there are 54,309 Meters and 534 MWs of generation, transmission and distribution Assets . (Licensed Asset Capacity is not applicable to power trading activities and to substations .) "Operating Data" is (i) data generated directly by operation of the Assets, including all analyses , calculations and derivatives thereof , and (ii) market, environmental , meteorological data or other information that is used to operate the Assets.
"Enterprise Licensed Software" is OSisoft 's commercial propriet ary software system comprised of ce1tain database , visualization , analytic and interface OSisoft Products as described in the then-current accompanying documentation and specified in Section 1.

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3.2. Scope of License.
(a) Qualified Assets Only. Licensee may use the Enterprise Licensed Software only for the purpose of processing the Operating Data generated by the Assets identified in Exhibit A as "Licensed Assets".
(b) Additional Licensed Assets. Licensee may add additional Licensed Assets to Exhibit A upon written notification to OSisoft or in connection with each Annual Review as provided below .
(c) Usage by Licensee . Licensee may use unlimited copies and quantities of Enterprise Licensed Software (including Datastream Points) for the purpose of:
(i) processing Operating Data generated by the Assets up to the Licensed Asset Capacity as may be revised in accordance with this Enterprise Agreement; and (ii) redundancy and failover options, development systems, test systems, research and development, pilot plants, analysis of financial data pertaining to the Asset, and operation of a central Enterprise Licensed Software system to monitor other Enterprise Licensed Software systems installed throughout Licensee's organization . (d) Limitations on Scope. Enterprise Licensed Software may not be used to process Operating Data:(i) generated by non-Licensed Assets, even if such Operating Data is stored in equipment located within a Licensed Asset or (ii) in any automated metering initiative or similar customer direct billing or metering initiatives.

3.3. Enterprise Services Maintenance. As a condition to retaining its licenses to Enterprise Licensed Software, Licensee agrees to maintain a current Enterprise Services subscription for all Enterprise Licensed Software purchased hereunder.

4. ENTERPRISE PROGRAM PRICING

4.1. Licensing and Enterprise Services Rate Adjustments. (a) Licensed Asset Capacities. Licensed Asset Capacities are measured in megawatts generated by SVP owned & operated assets ("MW") and number of Meters. (b) Material Change in Licensed Asset Capacities: A material change in the Licensed Asset Capacity shall be defined as 2% increase or decrease in; MW, or Meter increments . (c) Annual Review. If the annual review performed in accordance with this Enterprise Agreement reveals that Licensee is using any Enterprise Infrastructure to process data generated by additional Assets or there is a material increase in the Licensed Asset Capacity of an Asset, Licensee shall purchase the required Enterprise Infrastructure licenses at the License fee specified below and OSisoft will include such new Licensed Assets in the Enterprise Services calculation for the new Review Period:

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Pricing Table
Asset Description Licensine: fee Enterprise Services Annual fee • Total Generation • $1,020/MW • 208/MW
Capacity
• Meter • $5 .10/Meter • $1 . 04/Meter
If Licensee has ceased operating a Licensed Asset and all use of the Enterprise Licensed Software containing the Operating Data generated therefrom or there is otherwise a material decrease in the Licensed Asset Capacity, then Licensee 's annual Enterprise Services fee will be reduced by the Enterprise Services Rate multiplied by the applicable Licensing Fee specified in the table above in OSisoft's Enterprise Services calculation for the then-currently Licensed Assets in and for the new License Year. Notwithstanding the foregoing, in all events if Licensee retains at least one Asset under this Agreement, Licensee will pay a minimum of $90,000 for Enterprise Services per Review Period.

4.2. Agreement Term. This Enterprise Agreement will remain in effect for a period of five (5) years from the Effective Date ("Initial Term"). OSisoft and Licensee each has the right to terminate the Enterprise Agreement , for any or no reason and with immediate effect, at the end of the Initial Term or any one-year successive anniversary for which it continues ( each year the "Renewal Period''), by providing thi11y days ' prior written notice of its intent to terminate. Following the Initial Term, for so long as Licensee renews its Enterprise Services subscription , and this Enterprise Agreement is not otherwise terminated in accordance with its terms, it will renew for successive Renewal Periods. In the event of termination or expiration in accordance with this section, the Enterprise Conversion Procedure in subsection 4.2(b) shall apply.

Pricing Protection. During the Renewal Period, and for so long as Licensee does not allow any lapse in its Enterprise Services subscription fees for the Enterprise Licensed Software , OSisoft will increase Licensee's Enterprise Services Rate and Enterprise Licensed Software license fees via a one-time step change of 7.5% for the first Renewal Period (year 6) and for each annual subsequent Renewal Period by the percentage increase in the monthly Consumer Price Index for All Items, U.S. City Average , All Urban Consumers (base year 1982-84=100) over the rates and fees applicable from the beginning of the immediately preceding Renewal Period (subject to a minimum increase of 3% and maximum increase of 6% in each Renewal Period) .
(a) Licensee's Enterprise Services subscription must remain current to maintain the license rights set fo11h in this Enterprise Agreement. Should this subscription lapse at any time during the Initial Term or Renewal Period, the Enterprise Conversion Procedure set fo11h in subsection

4.2(b) shall apply. Additionally , all Enterprise License Fee payments under any payment plan shall be accelerated and become immediatel y due and payable . All License fees and Enterprise Services fees paid are nonrefundable .
(b) Enterprise Conversion Procedure: After the Initial Term, in the event Licensee does not maintain Enterprise Services or if this Agreement is otherwise terminated in accordance with this Section 4.2, Licensee's usage limits for Enterprise Licensed Software will be inventoried as fu11her described below, and conve11ed to the license levels then-currentl y in use by Licensee, using the license units as defined in Licensee 's SLA and the nearest OSisoft Product sizes in OSisoft 's then-current applicable price list. Licensee will no longer be eligible to receive any Enterprise Services and all pricing, except as set f011h below, shall be canceled.

Licensee shall provide OSisoft an inventory of all OSisoft Software that has been installed , including the number of PI Servers, number of Datastream Points configured within each

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Server, number of Individual Users and Interface Nodes. OSisoft will have the oppo1tunity to perform an audit to validate this invento1y and Licensee will pay OSisoft's then-current field service rates for the time required to complete this audit should it reveal that Licensee has underreported by 5% of the final agreed upon audit outcome. For the inventoried OSisoft Products, Licensee may purchase annual SRP at OSisoft's then-current applicable list price.

Any future expansions of these systems or any additional OSisoft Products will be available from OSisoft at OSisoft's then-current applicable list price, under the terms of Licensee's SLA.

4.3. Ordering and Delivery.
(a) Annual License Review. OSisoft and Licensee will perform an OSisoft Product license review at each successive Review Period. Licensee will provide OSisoft with all reasonably requested information necessary to determine whether Licensee is using the Enterprise Licensed Software within the purchased license limits. Unless otherwise agreed, the initial Review Period shall commence with the Effective Date.
(b) Additional Licensed Assets Through Review. OSisoft and Licensee have agreed to the Licensed Assets specified in Exhibit A. The Licensed Assets will be modified at the end of each Review Period as necessa1y. At the end of each Review Period, Licensee will submit an order to OSisoft for the Enterprise Licensed Software licenses and corresponding Enterprise Services fees required to cover any additional Assets or material increase in the Licensed Asset Capacity at the prices stated in this Enterprise Agreement. (c) Fulfillment. Licensee or Licensee Affiliates may submit requests for additional copies of any Enterprise Licensed Software without payment of additional license fees. Such requests may be submitted in any form mutually agreeable to both parties. Electronically delivered is the default method.
(d) Availability. Enterprise Licensed Software is only available from OSisoft directly and not through any third party distributor or sales channel.

5. GENERAL CONDITIONS

5.1. Affiliate Eligibility. "Licensee Affiliate" means any entity that controls, is controlled by, or is under common control with Licensee. For purposes of this Enterprise Agreement, "control" of an entity means having ownership of at least fifty percent (50%) of the voting equity or beneficial interest of such entity. Licensee Affiliates that Licensee would like to add to this Enterprise Agreement are listed in the attached Exhibit A. Licensee may add Licensee Affiliates to this Enterprise Agreement by providing OSisoft with written or electronic notice containing the contact information for each relevant Licensee Affiliate specified in Exhibit A. Upon OSisoft's consent, not to be unreasonably withheld or delayed, such Licensee Affiliates will be added to this Enterprise Agreement and Exhibit A will be deemed amended accordingly. Licensee Affiliates on Exhibit A are entitled to use and order Enterprise Licensed Software and shall be bound by this Enterprise Agreement as a "Licensee".

Notwithstanding the foregoing, any such Licensee Affiliate shall remain eligible to receive the benefits of this Enterprise Agreement only so long as it continues to qualify as a Licensee Affiliate as defined in this Section. Should a Licensee Affiliate no longer qualify as such under this Enterprise Agreement, then Licensee will notify OSisoft and such change of ownership or control shall be considered an assignment, subject to subsection 5.2 below, of the OSisoft Products then being used by such Licensee Affiliate for purposes of this Enterprise Agreement, and such Licensee Affiliate will no longer be eligible to order any Enterprise Licensed Software or receive Enterprise Services under this Enterprise Agreement. Licensee and any Licensee Affiliate that purchases OSisoft Product

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licenses shall be jointly and severally liable for any breach of this Enterprise Agreement by any Licensee Affiliate.

5.2. Assignment. Licensee may assign Enterprise Licensed Software licensed under this Enterprise Agreement provided that Licensee provides prior written notice to OSisoft. The usage limits for any assigned Enterprise Licensed Software will be converted to the license levels then-currently in use by Licensee , using the license units as defined in OSisoft's then-current standard Software License and Services Agreement and the nearest Server sizes in OSisoft ' s then-current applicable price list ("Converted Software"). Licensee will provide OSisoft with all information reasonably necessary to determine the appropriate license sizes for the Conve1ted Software. Licensee hereby acknowledges that as a condition to any assignment OSisoft may require the assignee to: (i) purchase up to one year of suppo1t and maintenance services at OSisoft's then-current rate; (ii) pay OSisoft's then-current license fees for the software assigned; and (iii) execute OSisoft's then-current standard Software License and Services Agreement. Except as otherwise specified in writing by OSisoft , Orders submitted by the assignee will be in accordance with OSisoft's then current list price . Any attempted assignment or transfer of the Enterprise Licensed Software or this Enterprise Agreement, whether by operation of law, as a result of any change in control (as defined in paragraph 5.1) of Licensee or otherwise without complying with this Section shall be null and void.

5.3. Scope of Enterprise Agreement. Unless otherwise specified, this Enterprise Agreement supersedes all prior agreements, understandings or arrangements with respect to the subject matter hereof and any existing OSisoft software products within Licensee's possession or control shall be subject to the terms and conditions of the SLA and this Enterprise Agreement , as applicable. Any pricing provided herein cannot be combined with any other discounts including, without limitation, any discounts for volume purchases. OSisoft may refuse any Orders submitted by Licensee or a Licensee Affiliate pursuant to any other pricing agreement, understanding or arrangement.

5.4. Marketing Participation. Licensee agrees to send a management representative to an OSisoft User's Conference occurring within twelve (12) months following the Effective Date, or a subsequent User's Conference as mutually agreed, to present Licensee's use of the Enterprise Licensed Software.

Licensee will provide reasonable information and cooperation to OSisoft to provide OSisoft with an understanding of Licensee 's application of the Enterprise Licensed Software. OSisoft may use Licensee's non-stylized name in its customer lists.

IN WITNESS WHEREOF, the patties have executed this Enterprise Agreement as of the Effective Date through their duly authorized representatives. Each individual signatory below hereby represents and warrants that they have full corporate power and authority to execute this agreement and bind the respective patties to the terms and conditions of this Enterprise Agreement.

OSisoft, LLC
Signature:

Name:
coo
Title: -----~---------
Date: __ & /_n_/~f~~--
{ l
Licensee City of Santa Clara, dba
Silicon Valley Power
Signature: ~~--
f(r--
Name: Deanna J, Santana ___ _____ _
Title: City Manager __________ _
$'/31 I I g
Date: APPROVED AS TO FORM:
~ '\NTA CLARA CITY ATTORNEY'S OFFICE
~~g~

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Exhibit A
Initial Licensee Affiliates, Licensed Assets and Asset Capacities Power Generation and Distribution Assets:
1) Site Name: Fiber Central Office (FCO) 2) Site Name: Trading Centra l Office (TCO)
Licensee Lega l Name : City of Santa Clara dba Licensee Affiliate Lega l City of Santa Clara dba Silicon Valley Power Name: Silicon Valley Power
Contact Name, phone & TimLynch,408-615-6689 Contact Name, phone & Tim Lynch, 408-615-6689 email: [email protected] email: [email protected]
Physical Street Address: 1705 Martin Avenue Physical Street Address: 1601 Civic Center Drive Citv, State, Zip Code: Santa Clara, CA 95050 Citv, State, Zip Code: Santa Clara, CA 95050 Country: USA Country: USA
Baseline No of Licensed 52,377 Electric Meters Licensed Asset Capacity: Energy Trading Activities Assets: (maximum of 10 Data
Streams per meter)
3) Site Name: Donald Von Raesfeld 4) Site Name: Stony Creek Hydroelectric Power Plant (DVR) Svstem
Licensee Affiliate Legal City of Santa Clara dba Licensee Affiliate Lega l City of Santa Clara dba Name: Silicon Valley Power Name: Silicon Valley Power
Contact Name, phone & Tim Lynch, 408-615-6689 Contact Name, phone & Tim Lynch, 408-615-6689 email: tlynch@svpower .com email: [email protected]
Physical Street Address: 850 Duane A venue Physical Street Address: Various City, State, Zip Code: Santa Clara, CA Citv, State, Zip Code: Santa Clara, CA Countrv: USA Countrv: USA
Licensed Asset Capacity : 147MW Licensed Asset Capacity: 11.63 MW 5) Site Name: Cogeneration Plant # I 6) Site Name: Gianera Generating Station Licensee Affiliate Legal City of Santa Clara dba Licensee Affiliate Legal City of Santa Clara dba Name: Silicon Vallev Power Name: Silicon Valley Power
Contact Name, phone & Tim Lynch, 408-615-6689 Contact Name, phone & Tim Lynch, 408-615-6689 email : [email protected] email : tlynch@svpower .com
Physical Street Address: 560 Robert Ave Physical Street Address: 2339 Gianera Street Citv, State, Zip Code: Santa Clara, CA Citv, State, Zip Code: Santa Clara, CA Country: USA Country: USA
Licensed Asset Capacity: 7MW Licensed Asset Capacity: 49.5 MW (Exhibit A continued next page)

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Eli,:dble Silicon Valley Power Substation Assets

TRANSMISSION SUBSTATIONS
Operating Company
"SVP"=Silicon Name Valley Power
(Licensee) Location (City of Santa Clara, CA)
SVP Kifer Receiving Station 2970 Lavfavette
SVP Northern Receiving Station 4857 Centennial Blvd .

SVP Duane Electric Substation 901 Comstock St.

SVP Scott Receiving Substation 1205 Space Park Drive
SVP Northern Receiving 230Kv Station 4857 Centennial Blvd .

SVP Silicon Valley Power Switching
Station 810 Thomas Foon Chew Way
Total:

DISTRIBUTION SUBSTATIONS
Operating Company Name Location (City of Santa Clara, CA) SVP Agnew Electric Substation 2375 Agnew Road
SVP Brokaw Electric Substation 349 Brokaw Road
SVP CCA Electric Substation 2700 De La Cruz Blvd
SVP Central Electric Substation 3370 Bowers Ave.

SVP De La Cruz Junction Substation 510 Mathew Street
SVP Fiberglas Electric Substation 2850 Lafayette St.

SVP Homestead Electric Substation 2831 Homestead Road
SVP Juliette Electric Substation 3750 Juliette Lane
SVP Kenneth Substation 1234 Space Park Drive
SVP Lafayette Electric Substat ion 2960 Lafayette St.

SVP Mathew Electric Substation 600 Mathew Ave.

SVP Mission Electric Substation 2929 Mission College Boulevard SVP Norman Avenue Junction Substation 1515 Norman Ave.

SVP Notthwestern Electric Substation 2690 Condensa Street SVP Orland Junction Substation 4585 County Road 99W
SVP Palm Substation 4211 North Lafayette Street
SVP Raymond Substation 1255 Space Park Drive
SVP Serra Electric Substation 5301 Stevens Creek Blvd.

SVP Fairview Substation 2930 Coronado Way
SVP Uranium Electric Substation 2705 Bowers Ave.

SVP Walsh Electric Substation 1600 Walsh Ave .

SVP Zeno Electric Substation 3050 Semiconductor Drive
Total:

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GENERATION
SUBSTATIONS (City of Santa Clara, CA)
SVP Cogeneration Plant No. 1 524 Robert Ave.

SVP Don Von Raesfeld Power Plant 850 Duane Ave
SVP Gianera Power Plant 2339 Gianera St.

SVP Stony Gorge Hydroelectric Plant 2550 County Road 306 SVP Black Butte Hydroelectric Plant 19227 Newville Road SVP High Line Hydroelectric Plant 5640 County Road 200
SVP
Total:

Initial Number of Meters: 54,309 by City of Santa Clara dba Silicon Valley Power on Effective Date

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Exhibit B

INSURANCE COVERAGE REQUIREMENTS
Without limiting the Contractor ' s indemnification of the City, and prior to commencing any of the Services required under this Agreement , the Contractor shall purchase and maintain in full force and effect , at its sole cost and expen se, the following insurance policies with at least the indicated coverages , provisions and endorsements :

A. COMMERCIAL GENERAL LIABILITY INSURANCE

1. Commercial General Liability Insurance policy which provides coverage at least as broad as Insurance Services Office form CG 00 01. Policy limits are subject to review, but shall in no event be less than , the following:
$1 ,000,000 each occurrence
$1 ,000,000 general aggregate
$1,000,000 products/completed operations aggregate
$1 ,000,000 personal injury

2. Exact structure and layering of the coverage shall be left to the discretion of Contractor; however , any excess or umbrella policies used to meet the required limits shall be at least as broad as the underlying coverage and shall otherwise follow form .

3. The following provisions shall apply to the Commercial Liability policy as well as any umbrella policy maintained by the Contractor to comply with the insurance requirements of this Agreement:
a. Coverage shall be on a "pay on behalf ' basis with defense costs payable in addition to policy limits ;
b. There shall be no cross liability exclusion which precludes coverage for claims or suits by one insured against another ; and
c. Coverage shall apply separately to each insured against whom a claim is made or a suit is brought , except with respect to the limits of liability .

B. BUSINESS AUTOMOBILE LIABILITY INSURANCE
Business automobile liability insurance policy which provides coverage at least as broad as ISO form CA 00 01 , with minimum policy limits of not less than one million dollars ($1,000,000) each accident using , or providing coverage at least as broad as, Insurance Services Office form CA 00 01. Liability coverage shall apply to all owned, non-owned and hired autos.

C. WORKERS' COMPENSATION

1. Workers' Compensation Insurance Policy as required by statute and employer 's liability with the following limits: at least one million dollars ($1,000,000) policy limit Illness /Inju1y by disease , and one million dollars ($1,000,000) for each Accident/Bodily Injmy.

2. The indemnification and hold harmless obligations of Contractor included in this Agreement shall not be limited in any way by any limitation on the amount or type of damage ,

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compensation or benefit payable by or for Contractor or any subcontractor under any Workers' Compensation Act(s), Disability Benefits Act(s) or other employee benefits act(s).

3. This policy must include a Waiver of Subrogation in favor of the City of Santa Clara, its City Council, commissions , officers , employees, volunteers and agents .

D. COMPLIANCE WITH REQUIREMENTS
All of the following clauses and/or endorsements , or similar provisions, must be patt of each commercial general liability policy, and each umbrella or excess policy.

1. Additional Insureds. City of Santa Clara, its City Council, commissions, officers, employees, volunteers and agents are hereby added as additional insureds in respect to liability arising out of Contractor's work for City, using Insurance Services Office (ISO) Endorsement CG 20 10 11 85 or the combination of CG 20 10 03 97 and CG 20 3 7 10 01, or its equivalent.

2. Prima1y and non-contributing. Each insurance policy provided by Contractor shall contain language or be endorsed to contain wording making it primary insurance as respects to, and not requiring contribution from, any other insurance which the indemnities may possess , including any self-insurance or self-insured retention they may have. Any other insurance indemnities may possess shall be considered excess insurance only and shall not be called upon to contribute with Contractor 's insurance .

3. Cancellation.
a. Each insurance policy shall contain language or be endorsed to reflect that no cancellation or modification of the coverage provided due to non-payment of premiums shall be effective until written notice has been given to City at least ten (10) days prior to the effective date of such modification or cancellation. In the event of non-renewal, written notice shall be given at least ten (10) days prior to the effective date of non-renewal.
b. Each insurance policy shall contain language or be endorsed to reflect that no cancellation or modification of the coverage provided for any cause save and except non-payment of premiums shall be effective until written notice has been given to City at least thirty (30) days prior to the effective date of such modification or cancellation. In the event of non-renewal, written notice shall be given at least thi1ty (30) days prior to the effective date of non-renewal.

4. Other Endorsements. Other endorsements may be required for policies other than the commercial general liability policy if specified in the description of required insurance set fo1th in Sections A through D of this Exhibit C, above.

E. ADDITIONAL INSURANCE RELATED PROVISIONS
Contractor and City agree as follows:

1. Contractor agrees to ensure that subcontractors, and any other patty involved with the Services, who is brought onto or involved in the performance of the Services by Contractor, provide the same minimum insurance coverage required of Contractor , except as with respect to limits. Contractor agrees to monitor and review all such coverage and assumes all responsibility for ensuring that such coverage is provided in conformity with the requirements

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of this Agreement. Contractor agrees that upon request by City, all agreements with, and insurance compliance documents provided by, such subcontractors and others engaged in the project will be submitted to City for review .

2. Contractor agrees to be responsible for ensuring that no contract used by any patty involved in any way with the project reserves the right to charge City or Contractor for the cost of additional insurance coverage required by this Agreement. Any such provisions are to be deleted with reference to City. It is not the intent of City to reimburse any third patty for the cost of complying with these requirements. There shall be no recourse against City for payment of premiums or other amounts with respect thereto.

3. The City reserves the right to withhold payments from the Contractor in the event of material noncompliance with the insurance requirements set forth in this Agreement.

Such insurance coverage shall be maintained with insurers, and under forms of policies, satisfactory to City and as described in this Agreement. Contractor shall file with the City all cettificates and endorsements for the required insurance policies for City's approval as to adequacy of the insurance protection.

Unless otherwise required by the terms of this Agreement, all cettificates, endorsements, coverage verifications and other items required to be delivered to City pursuant to this Agreement shall be mailed to:

EBIX Inc.

City of Santa Clara [*inset1 City department name here] P.O. 12010-S2 or 151 N011h Lyon Avenue
Hemet, CA 92546-8010 Hemet, CA 92543
Telephone number:

Fax number:

Email address:

H. QUALIFYING INSURERS
951-766-2280
770-325-0409
[email protected]
All of the insurance companies providing insurance for Contractor shall have, and provide written proof of, an A. M. Best rating of at least A minus 6 (A- VI) or shall be an insurance company of equal financial stability that is approved by the City or its insurance compliance representatives.

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Ell
)-
Cert of I nsura nee for Cert of Insurance for
E I C t'fi t f I ( b dd d PDF d t) OSI soft LLC 2017-201 OSlsoft LLC 2018-201 nc : er 1 1ca e o nsurance em e e ocumen (current year's certificate of insurance is also available at https://osisoft.com/legal-notices)

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CityofSant aClara.Silicon ValleyPower.EA.06Jun2018 . final.d ocx OSisoft Confidential Corp Family SLA 06-23-2017.mod
OSlsoft Agreement# /QcJ.. Cj 7 q f
Corporate Family Software License and Services Agreement August 31, 2018 ,..,
("Effective date")
OSlsoft, LLC ("OS/soff')
Legal Department
1600 Alvarado Street
San Leandro, CA 94577 USA
Phone: +1 (510) 297-5800
Contacts:

Business:

Name: Adele Ward
Email: [email protected]
Phone: 510 297-5850
Legal:

Name: Legal Department
Email: [email protected]
Facsimile: +1 (510) 295-2444
OSlsoft and Licensee hereby agree as follows:

1. 1 License Grant. Subject to the terms and
conditions of this Agreement, OSlsoft grants to Licensee a perpetual nonexclusive, nontransferable (except as specified in Section 10.1) license to use in accordance with the Product Usage Terms as specified at www.osisoft.com that correspond to the OSlsoft products and related documentation ordered by Licensee (the "OS/soft Products"). Licensee may make a reasonable number of copies of any OSlsoft Product documentation for internal business use. Any OSlsoft Software received by Licensee via FTP or other electronic delivery method will be governed by this Agreement even if no reference to this Agreement is made in connection with such electronic delivery, unless OSlsoft states another agreement applies. Any OSlsoft online services that Licensee purchases or uses will be governed by the agreement presented to you when you register for the applicable service.

1.2 License Restrictions. Except as expressly
provided in this Agreement, Licensee agrees that it has no right to:
(i) modify the OSlsoft Products or to permit any third party to do so; (ii) copy the OSlsoft Products, except as strictly required to install the OSlsoft Software and make a reasonable number of copies for archival or backup purposes, or (iii) use the OSlsoft Products to provide service-bureau, software rental, time-sharing or any data City of Santa Clara, dba Silicon Valley Power ("Licensee") 1500 Warburton Ave.

Santa Clara CA 95050
Contacts:

Business:

Name: Tim Lynch
Email: [email protected] ______ _
Phone: 408-615-6689
Legal:

Name: City of Santa Clara City Attorney's Office
Email: [email protected] __ _
Phone: 408-615-2230
services to any third party that is not a Licensee Affiliate. Any OSlsoft Products ordered by Licensee and licensed by OSlsoft as a bundled unit must be used by Licensee as a bundled unit. Licensee acknowledges that OSlsoft Products contain trade secrets of OSlsoft, and in order to protect such trade secrets, Licensee agrees not to disassemble, decompile or reverse engineer the OSlsoft Products, nor permit any third party to do so, except to the extent such restrictions are prohibited by applicable law. Licensee may only write programs that make calls to OSlsoft's Data Access Software under the following circumstances: (i) pursuant to an appropriate development license from OSlsoft; (ii) to extend the functionality of an OSlsoft Product that is designated by OSlsoft as including "Programmatic Extensions", or a similar designation, and only as expressly permitted by the accompanying documentation; or (iii) as expressly permitted by a previously purchased OSlsoft Product license.

1.3 Limited Rights. Licensee's rights in the OSlsoft
Products will be limited to those expressly granted in this Section 1, and OSlsoft reserves all other rights, title, interest and licenses therein. All OSlsoft Products provided to the U.S. Government are provided with the commercial license rights and restrictions described in this Agreement. Further, all OSlsoft Products provided to the U.S. Government are provided with Restricted Rights as Page I of 6
OSI soft CF SLSA. CityofSantaClara.06June2018. final. redlined .docx OSlsoft Confidential
provided for in FAR 52.227-19 (DEC 2007) and DFARS227-7202 or their successors, as applicable.

1.4. Audit Rights. Upon OSlsoft's written request,
Licensee shall furnish OSlsoft with a certification signed by an officer of Licensee verifying that the OSlsoft Products are being used pursuant to the terms of this Agreement. In addition, upon prior written notice, OSlsoft may audit Licensee's use of the OSlsoft Products to ensure that Licensee is in compliance with the terms of this Agreement. Any such audit shall be conducted during regular business hours at Licensee's facilities and shall not unreasonably interfere with Licensee's business activities. Licensee shall provide OSlsoft access to the relevant Licensee records and facilities. If an audit reveals that Licensee has underpaid fees to OSlsoft, Licensee shall be invoiced for such underpaid fees based on OSlsoft's price list in effect at the time the audit is completed. Licensee shall promptly deliver to OSlsoft any unpaid fee for any errors or omissions disclosed by such audit. Licensee shall pay OSlsoft an additional fee of twenty-five percent (25%) of the applicable unpaid fee disclosed by the audit to compensate for Licensee's over use of the OSI soft Products. If the underpaid fees exceed five percent (5%) of the license fees previously paid by Licensee, then Licensee shall also pay OSlsoft's reasonable costs of conducting the audit.

2. Ordering and Delivery.

2.1 Order Process. Licensee or a Licensee Affiliate
may submit written orders containing the information and in the format reasonably requested by OSlsoft ("Orders") to OSlsoft or OSlsoft's authorized distributor for the purchase of new or additional licenses of OSlsoft Products or for Software Reliance Program services (as described in Section 4). All OSlsoft Products will be delivered OAP Licensee location.

2.2 Licensee Affiliate. "Licensee Affiliate" means
any entity that controls, is controlled by, or is under common control with Licensee. For purposes of this Agreement, "control" of an entity means having ownership of more than fifty percent (50%) of the voting equity or beneficial interest of such entity. Licensee Affiliates that Licensee would like to add to this Agreement can be added by a form provided on osisoft.com. Licensee may add or subtract Licensee Affiliates from this Agreement by providing OSlsoft with written or electronic notice containing the contact information for each relevant Licensee Affiliate. Authorized Licensee Affiliates are entitled to use and order OSlsoft Products and shall be bound by this Agreement. Licensee is obligated to promptly notify OSlsoft of the change in status of any Licensee Affiliate. Licensee and any Licensee Affiliate that purchases OSlsoft Product licenses shall be jointly and separately liable for any breach of this Agreement by any Corp Family SLA 06-23-2017.mod
Licensee Affiliate. Licensee and Licensee Affiliates may be collectively referred to as Licensee.

2.3 Contractor. Licensee may designate one or
more contractors that may interact with OSlsoft on its behalf for purposes of accessing Licensee's OSlsoft technical support account, ("Contractors"). Licensee may add or subtract
Contractors from this Agreement by providing OSlsoft with written or electronic notice containing the contact information for each Contractor and Licensee Affiliates with which the Contractor is working. Licensee may permit Contractors to access and use the OSlsoft Products, without notice to OSlsoft, in accordance with this Agreement and so long as the Contractor is subject to confidentiality obligations no less protective than this Agreement. All Contractors shall be bound by this Agreement, and shall only have the right to act for the sole benefit of the Licensee. Licensee is obligated to promptly notify OSlsoft of any change in status of Contractors.

Licensee and any Licensee Affiliate who benefits from a Contractor hereunder shall be jointly and severally liable for any breach of this Agreement by the Contractor.

2.4 Order Submission and Acceptance. Orders
submitted directly to OSlsoft will not be deemed binding on OSlsoft until an authorized representative of OSlsoft expressly accepts such Order in writing or until Licensee receives the OSlsoft Products, whichever first occurs. Licensee must notify OSlsoft prior to using any OSlsoft Product at a location other than the one specified in the applicable Order. Except for information necessary to place an Order, such as identification of the OSlsoft Product, quantity and other similar information, any terms and conditions of any Order that are inconsistent with or in addition to the terms and conditions of this Agreement will be deemed stricken from such Order, and OSlsoft hereby expressly rejects such terms and conditions even if OSlsoft fulfills such Order. Licensee will be responsible for any contractors submitting Orders to OSlsoft on Licensee's behalf. OSlsoft reserves the right to refuse, cancel or delay shipment to Licensee if Licensee (i) fails to make any payment as provided herein or under the terms of payment set forth in any invoice or otherwise agreed to by OSlsoft and Licensee, (ii) fails to meet the credit or financial requirements established by OSlsoft, or (iii) otherwise fails to comply with the terms and conditions of this Agreement. Without interference with the licenses to OSlsoft Products previously ordered by and delivered to Licensee under this Agreement, OSlsoft, reserves the right to discontinue the distribution of any or all OSlsoft Products at any time and to cancel any orders therefor without liability of any kind to Licensee or any other person. No such cancellation, refusal or delay will be deemed a termination (unless OSlsoft so advises Licensee) or breach of this Agreement by OSlsoft.

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3. Payment of OSlsoft Invoices. Provided that Licensee
meets OSlsoft's then-current credit standards and policies, payment of all fees and expenses pursuant to OSlsoft's invoices will be due and payable within thirty (30) days of the date of invoice, otherwise invoices will be due upon receipt. All fees are non-cancelable, non contingent and non-refundable except as expressly stated in this Agreement. Licensee will pay all amounts due under OSlsoft's invoices in U.S. currency, free of any and all currency controls or other restrictions. All past due amounts under OSlsoft's invoices will incur interest at a rate equal to the lower of 1.5% per month or the highest rate permitted by law, beginning as of forty (40) days after the applicable due date. Except for taxes paid by OSlsoft on its net income, all amounts due pursuant to OSlsoft's invoices are net of, and Licensee will be solely responsible for, any shipping charges, withholding, use, sales, value-added, import and any other taxes, fees, tariffs or duties associated with this Agreement or Licensee's use of the OSlsoft Products and Software Reliance Program. This section will not apply when an authorized OSlsoft distributor invoices Licensee for Orders submitted to such distributor. However, Licensee will comply with any payment terms agreement Licensee may have with such distributor.

4. Support, Maintenance and Services

4.1 Software Reliance Program. Subject to
Licensee's advance payment of the applicable Software Reliance Program subscription fees, Licensee will be enrolled in OSlsoft's then-current Software Reliance Program (" Software Reliance Program"). OSlsoft's current terms of Software Reliance Program will be provided on request and are also available through OSlsoft's description of services section at http://www.osisoft.com.

4.2 Replacement Software. Promptly
following its use of any Updates, Bug Fixes or other replacement software as designated by OSlsoft and accepted by Licensee ("Replacement Software"), except for archival copies, Licensee will return or destroy the OSlsoft Software replaced by the Replacement Software. Licensee will not receive any credit for software replaced by Replacement Software.

4.3 Services. If Licensee purchases OSlsoft's
services, OSlsoft warrants that the results of such services will comply with mutually agreed upon specifications for a period of 90- days following delivery of the services by OSlsoft. Licensee agrees to supply OSlsoft with access to and use of all information and facilities reasonably necessary for OSlsoft to render any on-site services pursuant to this Agreement. OSlsoft will comply with all reasonable safety rules and procedures provided by Licensee to OSlsoft personnel in advance.

Corp Family SLA 06-23-2017.mod

5. Warranties.

5.1 Limited Warranty. OSlsoft warrants that, for a
period of one (1) year after delivery of the OSlsoft Products, the OSlsoft Products will function in accordance with OSlsoft's accompanying documentation in all material respects. As Licensee's sole and exclusive remedy and OSlsoft's entire liability for any breach of the foregoing warranty, OSlsoft will repair or replace, at no additional charge to Licensee, any OSlsoft Products that fail to meet this limited warranty. The limited warranty set forth herein shall automatically become null and void if a party other than OSlsoft modifies the OSlsoft Products in any way. EXCEPT AS
EXPRESSLY SET FORTH IN THIS SECTION, OSlsoft MAKES NO

WARRANTIES OF ANY KIND EITHER EXPRESS OR IMPLIED,
AND OSlsoft EXPRESSLY DISCLAIMS ANY AND ALL SUCH

OTHER WARRANTIES, INCLUDING WITHOUT LIMITATION THE

IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR

A PARTICULAR PURPOSE, QUIET ENJOYMENT AND
NON INFRINGEMENT.

6. Indemnity

6.1 OSlsoft Indemnity Obligation. OSlsoft will
defend any action brought against Licensee to the extent that it is based upon a claim that the OSlsoft Products infringe any U.S. patent, copyright or trade secret, and will pay any costs, damages and reasonable attorneys' fees attributable to such claim that are finally awarded or paid in settlement in any such action, provided that: (i) Licensee promptly notifies OSlsoft in writing of the claim; (ii) Licensee grants OSlsoft sole control of the defense and settlement of the claim; and (iii) Licensee provides OSlsoft with all assistance, information and authority reasonably required for the defense and settlement of the claim, at OSlsoft's expense.

6.2 Injunction. If Licensee's use of any of the
OSlsoft Products hereunder is, or in OSlsoft's opinion is likely to be, subject to the type of infringement claim specified in Section 6.1, OSlsoft may, at its sole option and expense: (i) procure for Licensee the right to continue using such OSlsoft Products, as applicable under the terms of this Agreement; (ii) replace or modify such OSlsoft Products so that it is non-infringing, but retains substantially the same functionality; or (iii) if options (i) and (ii) above cannot be accomplished despite OSlsoft's reasonable efforts, then OSlsoft may terminate Licensee's rights and OSlsoft's obligations hereunder with respect to such OSlsoft Products and refund to Licensee the unamortized portion of the fees paid for such OSlsoft Products,

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based upon a straight-line three (3) year depreciation commencing as of the date Licensee received such OSlsoft Products.

6.3 OSlsoft Indemnity Exclusions. OSlsoft will
have no liability for infringement claims of any kind arising from:
(i) any use of the OSlsoft Products beyond the scope of this Agreement; (ii) Licensee's use of the OSlsoft Products in combination with any products not developed by OSlsoft, if the basis for the claim is such combined use; (iii) Licensee's failure to use updated or modified versions of the OSlsoft Products provided or made available by OSlsoft without additional charge; or (iv) OSlsoft's compliance with designs or specifications of a published standard or as provided by Licensee. THE PROVISIONS OF THIS SECTION 6 SET FORTH OSlsoft's SOLE AND

EXCLUSIVE OBLIGATIONS AND LICENSEE'S SOLE AND

EXCLUSIVE REMEDIES WITH RESPECT TO INFRINGEMENT OF
INTELLECTUAL PROPERTY RIGHTS.

7. Limitations of Liability. EVEN IF ANY REMEDY SET

FORTH HEREIN FAILS OF ITS ESSENTIAL PURPOSE OR

OTHERWISE AND REGARDLESS OF WHETHER A CLAIM

ARISES UNDER CONTRACT, TORT (INCLUDING NEGLIGENCE),

BREACH OF WARRANTY, STRICT LIABILITY OR OTHERWISE,
AND WHETHER OR NOT OSlsoft HAS BEEN ADVISED OF THE

POSSIBILITY OF SUCH LOSS OR DAMAGES, IN NO EVENT
SHALL OSlsoft BE LIABLE FOR ANY SPECIAL, INCIDENTAL,

INDIRECT OR CONSEQUENTIAL LOSS OR DAMAGES OF ANY

KIND (INCLUDING LOSS OF USE, DATA, BUSINESS OR
PROFITS) NOR SHALL OSISOFT's TOTAL CUMULATIVE

LIABILITY HEREUNDER EXCEED THE TOTAL LICENSE FEES
PAID BY LICENSEE TO OSlsoft UNDER THIS AGREEMENT
DURING THE TRAILING 12 MONTH PERIOD OR TWO HUNDRED
FIFTY THOUSAND DOLLARS ($250,000), WHICHEVER IS
GREATER. The parties expressly agree that the allocation of risk contained in this Section is an essential basis of this Agreement.

8. Confidential Information. "Confidential Information" means the OSlsoft Products and any business (including any pricing information provided by OSlsoft) or technical information that is marked by a disclosing party as "confidential" or "proprietary" at the time of disclosure. Licensee's Confidential Information shall also include information related to Licensee's operations that Licensee discloses to OSlsoft in connection with this Agreement in whatever form. OSlsoft's Confidential Information shall also include, without limitation, any interfaces developed using OSlsoft's Software. The receiving party will not use or disclose any Confidential Information of the other party except as expressly permitted herein or as required by California state law.

Corp Family SLA 06-23-2017.mod
Upon request or demand of any third person or entity not a party to this Agreement ("Requestor") for production, inspection and/or copying of information designated by a Disclosing Party as Confidential Information, the Receiving Party as soon practical but within three (3) business days of receipt of the request, shall notify the Disclosing Party that such request has been made, by telephone call, letter sent via facsimile, email and/or by US Mail to the legal address and/or facsimile number listed at the beginning of the Agreement. The Disclosing Party shall be solely responsible for taking whatever legal steps are necessary to protect information deemed by it to be Confidential Information and to prevent release of information to the Requestor by the Receiving Party. If the Disclosing Party takes no such action within ten ( 10) days after receiving the foregoing notice from the Receiving Party, or sooner if the Requestor's demand is for sooner disclosure by governmental, administrative or judicial order or decree, the Receiving Party shall be permitted to comply with the Requestor's demand and is not required to defend against it.

Notwithstanding the foregoing, if the Requestor is an individual and/or an entity who has a written confidentiality agreement with the Receiving Party containing confidentiality obligations at least as protective of the Disclosing Party's Confidential Information as are the Parties' obligations in this Agreement. and if such Requestor has a need to know the Confidential Information in order for the Receiving Party to perform its rights and obligations under this Agreement in a commercially reasonable and timely manner, then the preceding paragraph shall not apply to the disclosure of Confidential Information to the Requestor.

Confidential Information will not include information which: (i) is or becomes publicly available without fault of the receiving party; (ii) is independently developed by the receiving party without use or access to the Confidential Information; or (iii) was known to the receiving party prior to its receipt of the Confidential Information from the disclosing party and is not subject to other restrictions on disclosure or use.

9. Term and Termination. This Agreement will remain in
effect perpetually unless and until terminated pursuant to this Section. Either party may terminate this Agreement if the other party breaches any material term, and such breach remains uncured for thirty (30) days after receiving notice thereof. In the event of any termination of this Agreement, the parties agree to return or at the other party's request destroy all of the other party's Confidential Information within three (3) business days, and without limiting the foregoing, Licensee will return or at OSlsoft's request destroy all copies of the OSlsoft Products within its possession or control.

Licensee may terminate its license to the OSlsoft Products under

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this Agreement at any time, with or without cause, by destroying all copies of the OSlsoft Products and Confidential Information associated with the OSlsoft Products within its possession or control, and in such event as it elects to terminate all licenses hereunder, Licensee shall notify OSlsoft in writing that the Agreement is terminated. Termination of this Agreement by either party will be a nonexclusive remedy for breach without prejudice to any other right or remedy of such party. The rights and obligations of the parties contained in Sections 3, and 6 through 10 will survive the termination of this Agreement.

10. General

10.1 Assignment, Independent Contractors,
Notices and Force Majeure. Licensee must obtain OSlsoft's written consent prior to: (i) moving the OSlsoft Software from the location designated in the corresponding Order or (ii) assigning this Agreement or any licenses to OSlsoft Products granted hereunder to any third party or Licensee Affiliate. Licensee hereby acknowledges that as a condition to such consent OSlsoft may require Licensee or the proposed assignee, if applicable, to agree to update the OSlsoft Software to the then-current version, pay OSlsoft's then-current license fees and purchase a one year subscription of Software Reliance Program services at OSlsoft's then-current rate. In the case of an assignment or transfer to a third party or a Licensee Affiliate, OSlsoft may require the assignee to execute its then-current Software License and Services Agreement.

Except as otherwise specified in writing by OSlsoft in its consent, Orders submitted by any assignee will be in accordance with OSlsoft's then-current list price. Any attempted assignment, whether by operation of law, as a result of any change in control (as control is defined in Section 2) of Licensee or otherwise without complying with this Section shall be null and void. The parties to this Agreement are independent contractors and neither party will have the power to bind the other or incur obligations on the other's behalf without the other's prior written consent. All notices required or permitted under this Agreement will be sent to the address specified above (or such other address specified by the receiving party) in writing and will be deemed effective upon receipt. OSI soft will not be responsible for any failure or delay in its performance under this Agreement due to causes beyond its reasonable control.

10.2 Disputes and Governing Law. Any dispute
ansIng out of or relating to this Agreement, including without limitation its existence, validity or termination, shall be referred to and finally resolved by arbitration under the Commercial Rules of the American Arbitration Association (the "AAA"). The arbitration panel shall consist of a single arbitrator experienced in the enterprise software industry, selected and agreed to by the parties. If the Corp Family SLA 06-23-2017.mod
parties cannot agree upon selection of an arbitrator, then the AAA shall appoint the arbitrator. The place of the arbitration will be San Francisco, California. The arbitration will be conducted in English.

The arbitrator shall apply the substantive law of California. The arbitrator shall provide detailed written findings of fact and conclusions of law in support of any award. Judgment upon any such award may be enforced in any court of competent jurisdiction.

Notwithstanding the foregoing, OSlsoft may file an action in any court of competent jurisdiction to enforce its intellectual property rights in the OSlsoft Products without first submitting its claim to arbitration, Licensee hereby submits to the jurisdiction and venue of the federal or state courts located in San Francisco, California for this purpose. This Agreement will be governed by and construed in accordance with the laws of the State of California, excluding that body of law pertaining to conflicts of law and the United Nations Convention on Contracts for the International Sale of Goods. The prevailing party in any action arising from or relating to th is Agreement shall be entitled to recover all attorneys' fees and costs including, without limitation, arbitration fees and fees of experts.

10.3 Compliance with Laws: Government
Approvals and Severability. Licensee's use of the OSlsoft Products will comply with all laws, rules, and regulations of the United States and other countries that may be applicable to the OSlsoft Products. Without limiting the generality of the foregoing, Licensee acknowledges that the distribution and use of OSlsoft Products and any technical data related thereto (collectively "OS/soft Technology'') may be subject to U.S. export control laws and regulations including, but not limited to, the U.S. Export Administration Act of 1979, as amended, and the regulations promulgated there under. Licensee will not export or re-export, directly or indirectly, any OSlsoft Technology, to any destination for any use that is restricted by U.S. export control laws and regulations including, without limitation, to any party that is involved in sensitive or unguarded nuclear activities, or activities related to chemical or biological weapons or missiles, unless Licensee first obtains the required authorizations from the U.S. Department of Commerce or other appropriate governmental agencies. Licensee may not use the OSlsoft Products to operate or control any inherently dangerous application. Notwithstanding the preceding sentence, Licensee may use the OSlsoft Products in a commercial nuclear power facility so long as Licensee does not use the OSlsoft Products: (i) in any manner where failure of the OSlsoft Products would affect the operability of Licensee's facility or affect Licensee's ability to safely cease all operations of the facility; (ii) to control any safety related system or in any safety related application; or (iii) in any manner that would violate applicable laws or regulations. Licensee shall indemnify and hold OSlsoft harmless from any and all claims, liability, costs, damages and losses arising out of or related use of

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the OSlsoft Products in violation of this section. OSlsoft shall have no responsibility to test, certify, validate or to take any other action regarding the OSlsoft Products with the Nuclear Regulatory Commission or any other governmental agency. Obtaining such approvals, if any, will be the sole responsibility of Licensee. Within ninety (90) days of the Effective Date, Licensee must, at Licensee's expense, obtain and arrange for the maintenance of all government approvals, if any
that may be necessary to make this Agreement effective in the locations where the OSlsoft Products are used by Licensee. If for any reason any part of this Agreement is found unenforceable, the remainder of this Agreement will be enforced to the maximum extent permissible.

10.4 Use of Name in Customer List. Licensee
consents to OSlsoft's use of Licensee's non-stylized corporate name Corp Family SLA 06-23-2017.mod
in its marketing literature and customer lists. Licensee may withdraw such consent at any time with reasonable notice.

10.5 Entire Agreement, Waiver and Language. This
Agreement is the entire agreement between OSlsoft and Licensee with respect to all OSlsoft products and services and their use, superseding any prior agreements or understandings related to any OSlsoft products or services, except for such other agreements OSlsoft expressly specifies. The Agreement contains the entire agreement between the parties with respect to the OSlsoft Products and services Ordered and delivered hereunder, and supersedes any prior or contemporaneous agreements, understandings,
representations or warranties relating thereto. Except for the online Product Usage Terms and Software Reliance Program terms and conditions, this Agreement cannot be amended except by a writing which specifically references this Agreement and is signed by both parties.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date through their duly authorized representatives. Each individual signatory below hereby represents and warrants that they have full corporate power and authority to execute this agreement and bind the respective parties to the terms and conditions of this Agreement.

OSlsoft, LLC
Signature: __ 0_/ ....,...-<'-a __ c:::'\-'-'/_t-----c,_~~-- Name: __ R_·
1 _0_~ ___ .• u_~~=b~a~u=~~~( ---
coo Title: _______________ _
Date: _ ___._,for<----+--/~---=---+--{..__..[~'------
-< l I
Licensee: City of Santa Clara dba Silicon Valley Power
Signature:~/2-----
~ Name: Deanna J. Santana, _________ _
Title: City Manager ___________ _
Date: 'f, / , I / / 'b
APPROVED AS TO FORM:

SANTA CLARA C~ TORNEY'S omCE
~Q

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AGREEMENT FOR SERVICES

BETWEEN THE

CITY OF SANTA CLARA, CALIFORNIA,
AND

EFFICIENCY SERVICES GROUP, LLC

PREAMBLE
This Agreement is entered into between the City of Santa Clara, California, a chartered California municipal corporation (City) and Efficiency Services Group, LLC, an Oregon Limited Liability Corporation, (Contractor). City and Contractor may be referred to individually as a "Party" or collectively as the "Parties" or the "Parties to this Agreement."

RECITALS
A. City desires to secure the services more fully described in this Agreement, at Exhibit A, entitled "Scope of Services";
B. Contractor represents that it, and its subcontractors, if any, have the professional qualifications, expertise, necessary licenses and desire to provide certain goods and/or required services of the quality and type which meet objectives and requirements of City; and,
C. The Parties have specified herein the terms and conditions under which such services will be provided and paid for.

The Parties agree as follows:

AGREEMENT TERMS AND CONDITIONS

Exhibit A - Scope of Services
Exhibit B - Schedule of Fees
Exhibit C - Insurance Requirements
Exhibit D - Labor Compliance Addendum (if applicable)
This Agreement, including the Exhibits set forth above, contains all the agreements, representations and understandings of the Parties, and supersedes and replaces any previous agreements, representations and understandings, Agreement with Efficiency Services Group LLC
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whether oral or written. In the event of any inconsistency between the provisions of any of the Exhibits and the Terms and Conditions, the Terms and Conditions shall govern and control.

3. SCOPE OF SERVICES & PERFORMANCE SCHEDULE
Contractor shall perform those Services specified in Exhibit A within the time stated in Exhibit A. Time is of the essence.

5. QUALIFICATIONS OF CONTRACTOR - STANDARD OF CARE
Contractor represents and maintains that it has the expertise in the professional calling necessary to perform the Services, and its duties and obligations, expressed and implied, contained herein, and City expressly relies upon Contractor's representations regarding its skills and knowledge. Contractor shall perform such Services and duties in conformance to and consistent with the professional standards of a specialist in the same discipline in the State of California.

6. COMPENSATION AND PAYMENT
In consideration for Contractor's complete performance of Services, City shall pay Contractor for all materials provided and Services rendered by Contractor in accordance with Exhibit B, entitled "SCHEDULE OF FEES." The maximum compensation of this Agreement is four hundred ninety nine thousand nine hundred ninety seven dollars ($499,997), subject to budget appropriations, which includes all payments that may be authorized for Services and for expenses, supplies, materials and equipment required to perform the Services. All work performed or materials provided in excess of the maximum compensation shall Agreement with Efficiency Services Group LLC
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be at Contractor's expense. Contractor shall not be entitled to any payment above the maximum compensation under any circumstance.

7. TERMINATION
A. Termination for- Convenience. City shall have the right to terminate this Agreement, without cause or penalty, by giving not less than Thirty (30) days' prior written notice to Contractor.

11. CONFIDENTIALITY OF MATERIAL
All ideas, memoranda, specifications, plans, manufacturing procedures, data, drawings, descriptions, documents, discussions or other information developed Agreement with Efficiency Services Group LLC
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or received by or for Contractor and all other written information submitted to Contractor in connection with the performance of this Agreement shall be held confidential by Contractor and shall not, without the prior written consent of City, be used for any purposes other than the performance of the Services nor be disclosed to an entity not connected with performance of the Services. Nothing furnished to Contractor which is otherwise known to Contractor or becomes generally known to the related industry shall be deemed confidential.

Contractor shall submit to City any and all reports concerning its performance under this Agreement that may be requested by City in writing. Contractor agrees to assist City in meeting City's reporting requirements to the State and other agencies with respect to Contractor's Services hereunder.

14. HOLD HARMLESS/INDEMNIFICATION
A. To the extent permitted by law, Contractor agrees to protect, defend, hold harmless and indemnify City, its City Council, commissions, officers, employees, volunteers and agents from and against any claim, injury, liability, loss, cost, and/or expense or damage, including all costs and attorney's fees in providing a defense to any such claim or other action, and whether sounding in law, contract, tort, or equity, in any manner arising from, or alleged to arise in whole or in part Agreement with Efficiency Services Group LLC
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from, or in any way connected with the Services performed by Contractor pursuant to this Agreement - including claims of any kind by Contractor's employees or persons contracting with Contractor to perform any portion of the Scope of Services - and shall expressly include passive or active negligence by City connected with the Services. However, the obligation to indemnify shall not apply if such liability is ultimately adjudicated to have arisen through the sole active negligence or sole willful misconduct of City; the obligation to defend is not similarly limited.

B. Contractor's obligation to protect, defend, indemnify, and hold harmless in full City and City's employees, shall specifically extend to any and all employment related claims of any type brought by employees, contractors, subcontractors or other agents of Contractor, against City (either alone, or jointly with Contractor), regardless of venue/jurisdiction in which the claim is brought and the manner of relief sought.

C. To the extent Contractor is obligated to provide health insurance coverage to its employees pursuant to the Affordable Care Act ("Act") and/or any other similar federal or state law, Contractor warrants that it is meeting its obligations under the Act and will fully indemnify and hold harmless City for any penalties, fines, adverse rulings, or tax payments associated with Contractor's responsibilities under the Act.

16. WAIVER
Contractor agrees that waiver by City of any one or more of the conditions of performance under this Agreement shall not be construed as waiver(s) of any other condition of performance under this Agreement. Neither City's review, acceptance nor payments for any of the Services required under this Agreement shall be constructed to operate as a waiver of any rights under this Agreement or of any cause of action arising out of the performance of this Agreement.

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17. NOTICES
All notices to the Parties shall, unless otherwise requested in writing, be sent to City addressed as follows:

City of Santa Clara
Attention: Electric Department
1500 Warburton Avenue
Santa Clara, CA 95050
and by e-mail at [email protected], and
[email protected]
And to Contractor addressed as follows:

Efficiency Services Group, LLC
5625 NE Elam Young Pkwy, Suite 100
Hillsboro, OR 97124
and by e-mail at [email protected]
The workday the e-mail was sent shall control the date notice was deemed given.

An e-mail transmitted after 1 :00 p.m. on a Friday shall be deemed to have been transmitted on the following business day.

18. COMPLIANCE WITH LAWS
Contractor shall comply with all applicable laws and regulations of the federal, state and local government, including but not limited to "The Code of the City of Santa Clara, California" ("SCCC"). In particular, Contractor's attention is called to the regulations regarding Campaign Contributions (SCCC Chapter 2.130), Lobbying (SCCC Chapter 2.155), Minimum Wage (SCCC Chapter 3.20), Business Tax Certificate (SCCC section 3.40.060), and Food and Beverage Service Worker Retention (SCCC Chapter 9.60), as such Chapters or Sections may be amended from time to time or renumbered. Additionally Contractor has read and agrees to comply with City's Ethical Standards (http://santaclaraca.gov/home/showdocument?id=58299).

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19. CONFLICTS OF INTEREST
Contractor certifies that to the best of its knowledge, no City officer, employee or authorized representative has any financial interest in the business of Contractor and that no person associated with Contractor has any interest, direct or indirect, which could conflict with the faithful performance of this Agreement. Contractor is familiar with the provisions of California Government Code section 87100 and following, and certifies that it does not know of any facts which would violate these code provisions. Contractor will advise City if a conflict arises.

21. NO USE OF CITY NAME OR EMBLEM
Contractor shall not use City's name, insignia, or emblem, or distribute any information related to services under this Agreement in any magazine, trade paper, newspaper or other medium without express written consent of City.

24. AMENDMENTS
This Agreement may only be modified by a written amendment duly authorized and executed by the Parties to this Agreement.

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25. COUNTERPARTS
This Agreement may be executed in counterparts, each of which shall be deemed to be an original, but both of which shall constitute one and the same instrument.

The Parties acknowledge and accept the terms and conditions of this Agreement as evidenced by the following signatures of their duly authorized representatives.

Approved as to Form:

BRIANDLE
City Attorney

CITY OF SANTA CLARA , CALIFORNIA
a chartered California municipal corporation
Dated: ~ l 6 liow
~o~NTANA
City Manager
"CITY"
1500 Warburton Avenue
Santa Clara, CA 95050
Telephone : (408) 615-2210
Fax: (408) 241-6771

EFFICIENCY SERVICES GROUP, LLC
an Oregon Limited Liability Corporation
Dated : ~7)___.._,_1_~ 0-----+-_0-2~~-.:2._A_o== ___ _
By (Signature) : _ ---1.~L~'a..l~_/.!:_l-,{_,~-- ~G0.,-T~-..u~r&,;,e=::--==============- Name: Mark Gosvener
Title: Chief Operating Officer
Principal Place of 5625 NE Elam Young Parkway, Suite 100 Business Address: Hillsboro , Oregon, 97124
Email Address : [email protected]
Telephone: ( 503) 869-5131
"CONTRACTOR "
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EXHIBIT A

SCOPE OF SERVICES
The Services to be performed for the City by the Contractor under this Agreement are set forth below.

Program Description
Efficiency Services Group (ESG) offered the Commercial Parking Lot & Exterior Lighting Program (the Program) to Silicon Valley Power's (SVP) small and mid-sized business customers with a goal of upgrading exterior HID wall fixtures and parking lot lights to new LED fixtures. The most recent Program contract expired on January 11, 2020.

The program has proven to be a success and ESG has identified additional market potential for the program with a proposed program budget in the amount of $499,997 to continue serving SVP customers interested in retrofitting their exterior lighting with more efficient LED lighting. This program would operate for a period of two years following contract approval.

Program Overview
The Commercial Parking Lot & Exterior Lighting Program is designed to have a focused, efficient approach to helping customers upgrade their exterior lighting. The fixtures are provided to the customer at no cost, and the customer is responsible for the installation. Customers may install the fixtures themselves or hire an electrician to install the fixtures for them. ESG has found that most customers hire an electrician to install the fixtures. ESG verifies the installations of all LED fixtures prior to invoicing SVP.

The measures selected for inclusion in the Program are designed to take advantage of exterior lighting opportunities that ESG identified from the snapshot audits performed during the initial phase of the Program when ESG visited 2,500 customer sites.

The program has proven to effectively persuade some customers to pay for the installation that would otherwise not participate iri SVPs standard lighting program.

ESG believes that renewing this program will provide the opportunity for SVP to:
• Continue to strengthen and build on the relationships established with customers through the Commercial Direct Install and Snapshot Auditing program • Afford significant energy and cost savings to targeted customers • Reduce customer maintenance costs and increase customer security • Contribute savings toward AB2021 targets
• Reduce greenhouse gas emissions, which helps to contribute to the City of Santa Clara's Climate Action plan goals.

The success of the program requires the effective implementation of five strategies:
1) Selection of measures to address the upgrade opportunities identified at customer sites
Agreement with Efficiency Services Group LLC/Exhibit A-Scope of Services Rev. 07-01-18

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City Council and Authorities ConcurrentMarch 22, 2022

City Council and Authorities Concurrent
March 22, 2022