Agenda packet — City Council and Authorities Concurrent, June 24, 2025 (part 3 of 8)

Exhibit E - SEW Security Exhibit
Exhibit F - SEW Standard Support Plan
Exhibit G - SEW Data Retention Policy
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, 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 and Exhibit D titled "Software as a Service Subscription Agreement." Time is of the essence.

4. WARRANTY
Except as otherwise provided in Exhibit F, the terms of which shall take precedence and control, 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.

Agreement with Smart Energy Systems, LLC
Rev. 07-01-18

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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 One Million, Two Hundred Fifty-Seven Thousand, One Hundred Forty-Nine dollars ($1,257,149), 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. These not-to-exceed numbers are based upon the assumption for volume as outlined in Exhibit B-1, Detailed Fee Schedule. Any changes in volume over and above assumptions in Exhibit B-1 may result in additional Annual Transaction fees. All work performed or materials provided in excess of the maximum compensation shall be at Contractor's expense. Contractor shall not be entitled to any payment above the maximum compensation under any circumstance without a valid amendment.

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. Upon termination, City shall pay Contractor all fees due up to the time of termination.

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 specifically related to this Agreement.

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.

Agreement with Smart Energy Systems, LLC
Rev. 07-01-18

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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.

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
Except as otherwise provided in Exhibit D, the terms of which shall take precedence and control, all material which are expressly deemed to be proprietary works made for City, 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.

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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 "Indemnified Claim," meaning any third-party claim, suit, or proceeding arising out of, related to, or alleging infringement of any patent, copyright, trade secret, or other intellectual property right by the Software. Contractor's obligations set forth in this Section do not apply to the extent that an Indemnified Claim arises out of: (a) City's breach of this Agreement; (b) revisions to the Software made without Contractor's written consent; (c) City's failure to incorporate Upgrades that would have avoided the alleged infringement, provided Contractor offered such Upgrades without charges not otherwise required pursuant to this Agreement; (d) Contractor's modification of Software in compliance with Customer's specifications; (e) unauthorized use of the software by third parties; or (f) use of the Software with hardware or software not provided by or approved of by Contractor.

Furthermore, 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.

B. 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.

Agreement with Smart Energy Systems, LLC
Rev. 07-01-18

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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.

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

Smart Energy Systems, LLC dba Smart Energy Water
19900 MacArthur Blvd., Suite 370
Irvine, CA 92612
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).

Agreement with Smart Energy Systems, LLC
Rev. 07-01-18

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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.

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.

25. RETENTION
As set forth in Exhibit B, City will pay Contractor on its invoice(s) an amount equal to 90 percent (90%) of the amount otherwise due to Contractor, and City Agreement with Smart Energy Systems, LLC
Rev. 07-01-18

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shall withhold the remaining 10 percent (10%) as retention. When Contractor has completed the transition to Product Support Desk within Milestone 6 (Stabilization and Closure) or within three (3) weeks after Production Deployment, whichever occurs first, City shall give Contractor written Notice of Final Acceptance; within thirty (30) days after issuance of said Notice of Final Acceptance, City shall release to Contractor the amounts held in retention. In the event of a good faith dispute between City and Contractor as to satisfactory completion of the above requirements and the SEW Deliverables thereunder, City shall continue to hold the retained funds in a segregated account until such time as the dispute is resolved, whether by means of formalized settlement or adjudication. Funds held in retention may be used to offset monies otherwise due to City by Contractor.

26. 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.

Agreement with Smart Energy Systems, LLC
Rev. 07-01-18

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The Parties acknowledge and accept the terms and conditions of this Agreement as evidenced by the following signatures of their duly authorized representatives . The Effective Date is the date that the final signatory executes the Agreement. It is the intent of the Parties that this Agreement shall become operative on the Effective Date.

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

SMART ENERGY SYSTEMS, LLC
a limited liability company
-~ .......... ~ .____,.,._ _ _ ___ _ _ _____ _ Dated: ~ \ 7J~v' By (Signature): 4
Name: -+>=ma- n--~ ',,L--- ing+--ha-------
Title: Director of Operations
Principal Place of 19900 MacArthur Blvd., Suite 370
Business Address: Irvine, CA 92612 - -~- ----------- --- Em a i I Address: [email protected]
Telephone: (909) 217-3344
Fax: (909) 614-7125
"CONTRACTOR"
Agreement with Smart Energy Systems, LLC
Rev. 07-01 -18

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EXHIBIT A

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

A. Scope of Base Software Implementation
The scope of this project includes the following components:
• Smart Customer Mobile (SCM) - Customer Web Portal and Mobile Apps - Customer-facing web portal and mobile apps for Apple iOS and Google Android • SCM Customer Service Portal - Utility-facing Customer Engagement Analytics and Admin Portal for Utility staff

1. SCM - Customer Web Portal and Mobile Apps
The SCM platform web portal and mobile apps include the following customer-facing modules:

1. My Account

2. Usage

3. Billing

4. Notifications

5. Connect Me

6. Compare

7. Efficiency/Conservation

8. Service
The table below describes the specific features in scope to meet requirements:
# Module Features
The "My Account" module allows the utility customer to manage their profile, communication preferences, and contact information in the web portal and the mobile app. The customers can see all their accounts in a single sign-on view and set preferences for each account. Specifically, the customers can:
• View and manage their account information including contact details • Add multiple customer accounts and view rate plans
• Set-up notification preferences by selecting the notification type and

1. My Account delivery channels including SMS text, IVR dialer, email, and mobile push alerts with the ability to add, delete, and update the contact information for each notification type and channel
• Configure dashboard view and application theme
• Opt in/Opt out of notifications events and configure preferred time and frequency for these notifications
• Manage E- Billing/Paperless Billing preferences
• Manage language preferences to view information in multiple Agreement with Smart Energy Systems, LLC/Exhibit A-Scope of Subscribed Services Rev. 07-01-18

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# Module

2. Usage

3. Billing
Features
languages (If language package license purchased)
• Add and manage payment accounts for bill payment
• Set Marketing Preferences to subscribe for utility communications • Complete a home profile survey
The Usage module provides the utility customer the visibility to their energy and water usage and cost chart displays for different periods.

Specifically, the City customers can:
• View usage data - 15 minute, hourly, monthly and seasonal for up to last 13 months with weather overlays
• Access historical usage and spending for all service accounts associated with the user
• View aggregated as well as individual meter consumption associated with their service accounts
• View energy and water consumption in different usage units of measure and cost (dollars)
• For AMI meters:
o View projected energy and water usage for next period o View projected next bill amount
• Download usage data in Excel, CSV, and PDF format
The Billing module allows the utility customer to manage billing and payments functions online. Specifically, the City customers can:
• View current balance and bill details including all services and accounts covered in the customer's bill consistent with customer's account in the Billing system
• Make payments via web and mobile
• View their account history including bills posted and payments made on their account for last 13 months.
• Download copy of their historical bills in PDF format for 12 months • If AMI data available, enroll in "Budget My Bill" feature to setup target bill amount and receive high bill alerts (once a month, for residential customers on standard rates)
• Connect with utility to submit billing or payment related queries (routed to Customer Service via email)
• View utility payment locations to make payments in person The Notifications module provides a central view of all notifications exchanged between the customer and the Utility. Specifically, the customers will be able to:
• View all notifications, alerts received from the utility

4. Notifications • Select and respond to a notification • View responses to the notifications sent by the customer to utility The notification/alert types will include:
• Updates to contact information
Agreement with Smart Energy Systems, LLC/Exhibit A-Scope of Subscribed Services Rev. 07-01-18

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5. 6.

7. 8.

Module
Connect Me
Compare
Efficiency/
Conservation
Service
Features
• Updates to notification preferences - Opt-in and Opt-out • Billing and Payment Alerts and Reminders
• "Budget My Bill" Alerts
• High Usage Alerts
• Ad hoc messages to selected customers (manually triaaered by CSRs) The Connect Me module provides a single click option for the customer to contact Utility customer service via the mobile app, SMS text message, phone, and email. Specifically, the customers will be able to:
• View all utility customer service contact options based on request type on the Mobile app and within the portal
• Send a message to the utility customer service desk and receive responses in real time. The Utility CSRs will receive the message via email.
• View all the utility's social media accounts (on Twitter, Facebook, Google+, lnstagram, and YouTube) for updates in one view within the portal and the mobile app
The Compare module displays the customer's electric and water usage compared with other similar customers. Specifically, the Utility customers will be able to:
• Self-compare their energy and water use for past 12 months with their historical use pattern
• Compare their energy and water use with similar
households/businesses
The Efficiency/Conservation module displays the utility energy efficiency and water conservation programs, rebates and savings tips with ability for the customer to view and enroll these programs using any device.

Specifically, the utility customers will be able to:
• View rebates and programs available
• View personalized savings and educational tips based on customer profile
The Service module enables Utility customers to submit customer service requests for move in, move out, and service transfer. Specifically, the customers will be able to:
• Submit self-service requests online and on mobile
• Request for turn-on and turn-off utility services
• Request for service transfer from existing premises to new premises • Submit a complaint
The service request and forms will be routed to customer service agents via email.

2. SCM Utility Customer Service Portal
The Utility facing Customer Service Web Portal capabilities will include the following utility facing modules.

1. Customer Service and Administration
a. Dashboard
b. Customer Engagement Analytics
Agreement with Smart Energy Systems, LLC/Exhibit A-Scope of Subscribed Services Rev. 07-01-18

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1. 2.

3. 4.
c. Administration
d. CSR Workbench
Module
Dashboard
Customer
Engagement
Analytics
Administration
CSR-Work
Bench
Features
The Customer Service Portal provides a configurable dashboard with visual display of key platform metrics including customer engagement metrics and transactional summary for key business processes enabled bv SCM.

This module provides reports and live dashboards for customer interactions. The Utility personnel will be able to view reports for tracking customer activity, notification status by channel, customer browsing activity metrics, and administrative reports for daily, monthly, or date range activity for billing, usage, notification, and preference management activity. Specifically, the analytics views will include:
• Customer registration and activity status
• Customer service response metrics for various inbound notifications
• Customer behavior metrics including login and feature clicks by browser, device, and time
The module provides the ability to configure the application features, user roles, and user accounts. Specifically, Utility personnel will be able to:
• Create and manage user roles for the application including granting and revoking access to specific features.
• Create and manage utility user accounts including role assignments.
• Manage application configurations including
o Enable or disable features in scope of the modules
selected.
o Label, display content, and disclaimers
o Workflow confiqurations
This module provides a 360-degree view of the customer profile for the utility Customer Service Reps (CSR). Specifically, Utility CSRs will be able to lookup a customers and view:
• All service accounts for the customer
• Energy and water Use Analytics
• Contact information and last login status/ online activity • Notification opt in status and corresponding contact details • All incoming and outbound notifications for that customer • Co-browsing and impersonation options (if license of web chat service is purchased separately)

3. Integrated Notification Services
The SCM platform includes integrated notification services which can be enabled by Utility for the purposes of customer alerts and notifications based on configurable workflow and decision trees.
• SMS Text Messaging - Two-way
• IVR Outbound Dialer
Agreement with Smart Energy Systems, LLC/Exhibit A-Scope of Subscribed Services Rev. 07-01-18

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• Email auto notifications
• Mobile Push Notifications
The scope for configuration of notifications/alert campaigns will be limited to the notifications stated in the table above. Additional alerts/campaigns can be configured with additional cost.

8. Add On Option 1 - SCM Outage
The City can elect to configure and deploy the Outage module in the SCM platform to display the service outages on web and mobile apps as well as provide comprehensive two way notification features. Such election shall be made prior to the kick off of the implementation project or separately as a different software release post Go Live. The Outage module functionality includes:
a. SCM Customer Portal and Mobile Apps
# Module Features
The Outages module provides the utility customer a web portal and mobile capability to view current and planned outages as well as communicate with the utility customer service for outage related notifications. Specifically, the customers will be able to:
• View a map displaying all current and planned outages along with the

1. Outages impacted area, incident description, and current reported status • Enroll in and receive individualized notifications for the outages that impact the customer
• Report an outage from the portal or using the mobile app • Send a message to the utility customer service desk and receive responses
With Outage module in scope, the Notifications module shall include the following additional notification types:

2. Notifications • Outage Notifications - New Outage, ETR Update, and Outage resolved • Ad hoc messages to selected customers (manually triggered by CSRs) by incident or specific customer group
b. SCM Utility Facing Customer Service Portal
# Module Features
The module provides the ability to create, view, add and update outage events.
• Create a new outage incident by outlining effected area by drawing

1. Outages polygons
• Create and embed outage message, and make updates
• View and track resolved and unresolved outage events
• Access outage details, history and affected customer list • Send notifications and updates
Agreement with Smart Energy Systems, LLC/Exhibit A-Scope of Subscribed Services Rev. 07-01-18

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C. Add On Option 2 - Smart iQ Analytics
The City can elect to configure and deploy the Smart IQ analytics platform to view energy and water use analytics and streamline the efficiency program rebate process. Such election shall be made prior to the kick off of the implementation project or separately as a different software release post Go Live. The Smart iQ functionality includes:
# Module Features
Usage This module provides the utility users the ability to view, compare, and run

1. Analytics reports for customer segments and individual customers based on energy (Customer & and water use patterns.

Segments)
Leakage This module provides automatic leakage identification based on the hourly

2. Analytics interval meter data to enable the City staff to view the meters/accounts where a water leakage pattern is detected.

High Usage This module provides automatic detection of high energy and water usage

3. patterns based on the hourly interval meter data to enable the City staff to Analytics view the meters/accounts where a hiqh enerqy or water use is detected.

4. Violation This module provides the ability to track weekly watering schedule Management violations for different customer sets based on configurable criteria.

This module allows the utility users to manage the customer programs and rebate application process including the following:
• Create and track programs by qualification criteria and efficiency Program measure

5. • Accept rebate applications on web portal and mobile apps and track Management status • Provide status of application on web portal and mobile apps to the customer
• Track spending and savings by program
D. Add On Option 3 - Smart Mobile Workforce (SMW)
The City can elect to configure and deploy the SMW field mobile platform for field workers to track the customer service requests via mobile apps. Such election shall be made prior to the kick off of the implementation project or separately as a different software release post Go Live.

By adding SMW platform the following additional functionality shall be delivered:
a. Updates to SCM Customer Portal and Mobile Apps
# Module Features
By adding the SMW platform, the Utility customers shall be able to view:
• Status of pending service requests

1. Service • Receive mobile push, email, or SMS Text notifications upon updates to the status of their request.
• Receive "Tech Enroute" notification when the technician is en route to Agreement with Smart Energy Systems, LLC/Exhibit A-Scope of Subscribed Services Rev. 07-01-18

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# Module Features
their service location and receive the technician identification as well as ETA.
b. SCM Utility Facing Customer Service Portal
# Module Features
The module provides the utility user (supervisor/dispatcher) to create, view,

1. Service assign, and dispatch the service requests to the field teams. Users will be able to view and assign service requests, and view field crew member status on map
c. SMW Field Service Mobile Apps (Apple iOS)
# Module Features
The Service module provides the field worker native mobile app to view their assignment and update the status of the requests. Specifically, the user will be able to:

1. Service • View their work assignment in tabular and map format • Accept work and track travel time
• Update service requests with additional notes and attachments and track completion
E. Add On Option 4 - SCM Enterprise Web Portal
The City can elect to configure and deploy the SCM Enterprise web portal to allow the Commercial/Enterprise customers manage multiple facilities and view energy analytics across their services. Such election shall be made prior to the kick off of the implementation project or separately as a different software release post Go Live. The SCM Enterprise functionality includes:
a. SCM Enterprise Customer Portal
# Module Features
Include the features of SCM My Account module. Additionally, the

1. My Portfolio enterprise customer can create groups of their accounts and assign specific group access to their guest users.

The users can see energy and demand analytics for their accounts.

Specifically, the dashboards include:
• Energy and water usage

2. Usage • Electric monthly peak demand
• Electric profile (Active and reactive power)
• · Power quality/Power factor
Agreement with Smart Energy Systems, LLC/Exhibit A-Scope of Subscribed Services Rev. 07-01-18

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# Module Features
• Power Reports (24 hour profile, peak day, daily peaks)

3. Billing View and pay multiple bills for separate accounts in the same view.

4. Notifications Same features as SCM residential.

5. Connect Me Same features as SCM residential.

6. Compare The enterprise customer can select two groups or meters and compare enerav or water use for past 13 months.

7. Efficiency/ Same scope as SCM residential.

Conservation

8. Service Same scope as SCM residential.

F. Add On Option 5-SCM Smart Home
The City can elect to configure and deploy the Smart Home module in the SCM platform to allow the end users to participate in the Smart Thermostat programs and participate in Demand Response events through the web portal and mobile apps. Such election shall be made prior to the kick off of the implementation project or separately as a different software release post Go Live. The Smart Home functionality includes:
a. SCM Customer Portal and Mobile Apps
# Module Features
Smart The "Smart Home" module will be upgraded to allow the utility customer to

1. Home add a thermostat to their profile, view thermostat status, and control the Module thermostat via the mobile app.

The Demand Response features will be updated to the SCM portal and Demand mobile apps including:

2. Response • View program detail and purchase thermostat in Energy Efficiency Features programs
• Receive event alerts from utility prior to and durinQ the peak load event b. Utility Facing Customer Service Portal
# Module Features
This module will be added to allow the utility users to create a target

1. CRM- segment of customers who have enrolled a thermostat and send program Campaigns and event notifications. The users will also be able to send preset automated notifications for customers who enroll in the program.

Customer This module will be updated to add dashboards for monitoring customer

2. Engagement enrolment and activity metrics for Thermostat program.

Analytics

3. Thermostat This dashboard will provide access to customer thermostat information and Dashboard ability to execute peak load events.

Agreement with Smart Energy Systems, LLC/Exhibit A-Scope of Subscribed Services Rev. 07-01-18

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If an item is not listed in section above, such item is excluded from the integration of SEW Support and is subject to additional pricing.

G. System Installation and Data Integration
The scope of the project includes the following key system installation and data integration activities:

1. Design, configure, and setup of SEW software stated in the Section A above.

2. Integration of SEW software with City systems mentioned in the diagram below.

3. Load the existing customer preferences to SCM database for the notifications in scope.

4. Deploy City branded utility customer web portal functionality in scope.

5. Deploy and publish City branded mobile apps for Apple iOS and Google Android app stores.

6. Deploy and publish the SMW field app, if option 3 selected.

Customer agrees to ensure integration access with the City's systems identified in the diagram below prior to the completion of the planning phase. The diagram below shows the integration assumptions based on the preliminary discussions between the City and SEW and will be finalized during the Planning/Design phase of the project. Integration to City's source systems and data is dependent on access to said systems, including any API allowances as applicable.

Agreement with Smart Energy Systems, LLC/Exhibit A-Scope of Subscribed Services Rev. 07-01-18
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H. NOT IN SCOPE
Any activities, products or deliverables not included in this SOW are deemed out of scope.

Additional work is permitted pursuant to a valid amendment under Paragraph 24 of the Agreement, with the pricing identified, and such changes are approved by both parties prior to commencement of work.

I. PROJECT DURATION AND TIMELINE
The estimated timeline for the implementation of this engagement is 20 calendar weeks after Client acceptance of SEW deliverables from Milestone 1, followed by four-week stabilization period, as indicated by the timeline table below. The actual project duration will depend upon the final scope, configuration decisions, and availability of data and integrations from Client's source systems. The SEW team will provide an updated project schedule upon completion of the Milestone #2 described in the table below. Within two weeks of receiving written authorization, the SEW team will begin scheduling the work sessions associated with the tasks detailed below. This Scope of Work for each phase of this Project will be broken into six milestones as outlined below. Unless otherwise agreed to upon the parties in writing, each milestone must be completed before any work is conducted on the next milestone.

Agreement with Smart Energy Systems, LLC/Exhibit A-Scope of Subscribed Services Rev. 07-01-18
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1 2
Initiation
Planning/
Analyze
a. Configure
/integrate
b. Design (For
any new
requirements)
• Initial Kick Off
Meeting
• Customary Project
Plan
• Configuration and
Integration of
following Utility
Customer Facing
modules (My
Account, Usage,
Billing, Notification,
Connect Me,
Outage, Compare,
Efficiency/Conservati
on, Service)
• Configuration and
Integration of Utility
Facing Modules
(Dashboard,
Customer
Engagement,
Analytics,
Administration, CSR
Workbench, Outage)
• Integrated
notification services
including (SMS Text
Messaging - Twoway, IVR Outbound
Dialer, Email auto
notifications, Mobile
Push Notifications)
• Enterprise Web
Portal including the
following modules:
(My Portfolio, Usage,
Billing, Notifications,
Connect me,
Compare, Efficiency
/ Conservation,
• N/A • N/A
• Availability of • 12 weeks
Project Sponsor,
Business &
Technical SME
for Timely
Approvals
• Internal / 3rd
Party
Software/AP I
Access
• Data as
requested by
SEW
• Source System
APl/lntegration
support
• Source System
Access (if
required)
• Sample data/test
data
Agreement with Smart Energy Systems, LLC/Exhibit A-Scope of Subscribed Services Rev. 07-01-18
• 25% of the
total
implementation
cost ($25,625)
• Year1
Subscription
Fee:
($132,830)
• 25% of total
implementation
costs
($25,625)
• Due upon
agreed signoff
of milestone
and Document
of
Understanding
by Client.

Page 11 of 19 ends

3 a. SEW
Product
QA
Testing
b. Client
UAT
Testing
Service)
• Document of
Understanding (for
additional
requirements)
• Scope finalization
• Project Schedule
outlined in detail
using Microsoft
Project.
• Integration and
configuration of base
SCM product
• Design (for any new
requirements
discovered during
the creation and
review process for
DOU)
• Quality Assurance
Testing of the
following:

Page12of19
way, IVR Outbound
Dialer, Email auto
notifications, Mobile
Push Notifications)
• Enterprise Web
Portal including the
following modules:
(My Portfolio, Usage,
Billing, Notifications,
Connect me,
Compare, Efficiency
I Conservation,
Service)
• User Acceptance
Testing Support of
the following:

Configuration and
Integration of
following Utility
Customer Facing
modules (My
Account, Usage,
Billing, Notification,
Connect Me,
Outage, Compare,
Efficiency/Conservati
on, Service)
• Configuration and
Integration of Utility
Facing Modules
(Dashboard,
Customer
Engagement,
Analytics,
Administration, CSR
Workbench, Outage)
• Integrated
notification services
including (SMS Text
Messaging - Twoway, IVR Outbound
Dialer, Email auto
notifications, Mobile
Push Notifications)
• Enterprise Web
Agreement with Smart Energy Systems, LLC/Exhibit A-Scope of Subscribed Services Rev. 07-01-18
Page13of19
4 a. Client
Outreach
Support
b. Training
Portal including the
following modules:
(My Portfolio, Usage,
Billing, Notifications,
Connect me,
Compare, Efficiency
I Conservation,
Service)
• Client Marketing
Campaign Material
Templates
• One SCM
and
Marketing •
(Basic
Package)
Announcement
Video
Two training
sessions: one 8-
hour Train the
Trainer Session (Via
remote WebEx), and
one on-site session
(additional travel
fees will apply).

Training will apply to
the following: Utility
Customer Facing
modules (My
Account, Usage,
Billing, Notification,
Connect Me,
Outage, Compare,
Efficiency/Conservati
on, Service)
• Configuration and
Integration of Utility
Facing Modules (
Dashboard,
Customer
Engagement,
Analytics,
Administration, CSR
Workbench, Outage)
• Integrated
notification services
including (SMS Text
Messaging - Twoway, IVR Outbound
• Timely Approval
of Campaign
Material
• CSR team
member
participation in
scheduled
training sessions
• 1 week
• 1 week
Agreement with Smart Energy Systems, LLC/Exhibit A-Scope of Subscribed Services Rev. 07-01-18
• 17% of total
implementation
costs
($17,425)
• Due upon
agreed upon
signoff of
milestone by
Client.

Page14of19
5 Deployment/
"Go-Live"
Dialer, Email auto
notifications, Mobile
Push Notifications)
• Enterprise Web
Portal including the
following modules:
(My Portfolio, Usage,
Billing, Notifications,
Connect me,
Compare, Efficiency
I Conservation,
Service)
• Production
Deployment of
following Utility
Customer Facing
modules (My
Account, Usage,
Billing, Notification,
Connect Me,
Outage, Compare,
Efficiency/Conservati
on, Service)
• Configuration and
Integration of Utility
Facing Modules
(Dashboard,
Customer
Engagement,
Analytics,
Administration, CSR
Workbench, Outage)
• Integrated
notification services
including (SMS Text
Messaging - Twoway, IVR Outbound
Dialer, Email auto
notifications, Mobile
Push Notifications)
• Enterprise Web
Portal including the
following modules:
(My Portfolio, Usage,
Billing, Notifications,
Connect me,
• Availability of
Project Sponsor,
Business &
Technical SME
and Approval
• 1 week
Agreement with Smart Energy Systems, LLC/Exhibit A-Scope of Subscribed Services Rev. 07-01-18
• 15% of total
implementation
costs
($15,375)
• Due upon
agreed upon
signoff of
milestone by
Client.

Page 15 of 19 ends

6 Compare, Efficiency
I Conservation,
Service)
• Online Client Help
Guide
Stabilization & • Four-week 24X7 N/A
Closure support for
production
Stabilization
• Helpdesk setup and
transition to Product
Support Desk after
4-week stabilization
period
J. SEW AND CLIENT RESOURCES:
• 4 weeks N/A
SEW has assigned Kevin Hwang as Project Manager for this engagement. He will be working closely with City team for development, implementation, and training and support services throughout this project for the SCM® solution deployment. Kevin will have overall responsibility for end to end project oversight of the implementation including developing the project plans, coordinating with the project stakeholders, team communication, project risks management, schedule adherence, budget tracking, issues resolution and project delivery. Key roles will not change without review by the client.

Kevin Hwang
Manoj Singh
John DeBerg
Harsha Sana
Director - Product
Implementation
Chief Product Officer- Product
Engineering
Director- Project Management
Business Analyst
Responsible for executive
oversight of overall delivery of
the solution and provides
guidance and direction to
resolving technical and
functional issues to drive project
to com letion.

Responsible for defining the
overall solution, integration
standards, application standards
and providing direction to the
develo ment teams as needed.

Responsible for ensuring the
project team successfully
delivers the project per
schedule, scope, and budget.

Coordinates approvals and
communications as necessa .

Responsible for documenting
existing and new business
recesses, fit a re uirements,
Agreement with Smart Energy Systems, LLC/Exhibit A-Scope of Subscribed Services Rev. 07-01-18
Page16of19
and validation of those
requirements in the final
solution. Acts as a lead for all
business process and
documentation responsibilities.

Atul Someshwar Data Architect Lead Responsible for designing architectures and develops
strategies for data acquisitions,
archive recovery, and
implementation of a database.

Manish Khatri Quality Assurance Manager Responsible for overall Quality Assurance and Testing of the
solution including integration,
end to end, user acceptance,
performance, and scalability
testing.

The table below provides the estimated effort for Client team resources.

K. ESCALATION
SEW will escalate project issues in the following order if they remain unresolved at the previous level:

Client Project Manager (TBD) 1 Day TBD
Director of IT 3 Days TBD
Client will escalate issues in the following order if they remain unresolved at the previous level:

TBD - Business Process Lead
Kevin Hwang - Director of Solutions
Delive , SEW
Brad Adamske - Sr. VP of Sales, SEW
1 Day [email protected]
3 Days Kevin. [email protected]
5 Das
L. CHANGE CONTROL: The following process will be followed if a change to this Statement of Work or project plan is required:
a) A Project Change Request (PCR) will be the vehicle for communicating change. The PCR must describe the change, the rationale for the change, and the effect the change will have on the Project. Additionally, the PCR must also provide a recap of the original estimated resources and costs, revised estimated resources and costs and associated cost savings or expenditures.

Agreement with Smart Energy Systems, LLC/Exhibit A-Scope of Subscribed Services Rev. 07-01-18
Page17of19
b) The designated Project Manager of the requesting party will review the proposed change and determine whether to submit the request to the other party. c) Both Project Managers will review the proposed change and agree to take steps to implement it, including a signed Change Order, recommend it for further investigation, or reject it.
d) SEW will specify any changes to the fees as per agreed rate in this Statement of Work for such investigation. A Change Order must be signed by authorized representatives from both parties in order to revise the Statement of Work before any work can commence in regard to such. All additional work will be billed to Client at a minimum rate of $150 per individual per work hour.

M. RISKS AND ASSUMPTIONS
The following assumptions, which have been accepted by Client, have been made in order for SEW to fulfill its obligations under this Agreement, the failure of which by Client may affect SEW'S Project Duration and Timeline under Section 2:
a) The project timeline is dependent on the Client acceptance of SEW deliverables in Milestone #2 which is planned for 3 weeks. Any delay beyond this timeline shall impact the final Go Live.
b) Client will provide timely responses to SEW information needs and timely review of project documents provided.
c) Key personnel at Client will be made available to SEW as required and reasonable during the project
d) Client will provide onsite workspace for SEW resources with internet connectivity. e) All documents will be jointly reviewed with Client staff. f) The SOW is binding if authorized, and any changes to the SOW will be provided in writing from either the SEW or the Client team and approved by both teams. g) Client fully acknowledges and understands that any customization to standard features and functionality as described in this Statement of Work will be assessed by SEW and may impact approved budget and/or schedule. Client will have discretion to determine whether to proceed with such customizations.
h) Integration to Client source systems and data is dependent on access to said systems, including as well as API allowances from the respective companies. If applicable, SEW will work on behalf of Client to obtain such APls, if any, within reason, however Client is responsible to ensure such access and API allowances are provided. In addition, existing API or SFTP processes for Client source system data, will be made available for use or re-use as part of the project. Ability to view bill PDF is dependent on API availability at the start of this project.
i) Client agrees to ensure Integration access with any and all Client's third-party partners prior to Milestone #2 Failure to obtain such availability and/or access from Client's partners shall not affect Client's obligations under this Statement of Work. j) Standard SLA levels offered by SEW are acceptable. Please refer to SEW's Standard Support Plan provided with the Software as a Subscription Agreement for details.

Maintenance and Support provided for the scope of this implementation shall be governed by the zero-cost SEW Standard Support Plan.

Agreement with Smart Energy Systems, LLC/Exhibit A-Scope of Subscribed Services Rev. 07-01-18
Page18of19
k) Standard SEW implementation and configuration is conducted primarily from SEW offices with any included on-site activities to be determined and documented during Milestone #2. Additional SEW resources beyond those so identified will travel to Client offices on an as-requested basis if and when practicable. Any such requested on-site implementation activities will be billed to Client at a minimum rate of $150 per individual per work hour, under an amendment to the Agreement if necessary, otherwise subject to the maximum compensation limitation.

Agreement with Smart Energy Systems, LLC/Exhibit A-Scope of Subscribed Services Rev. 07-01-18

Page 19 of 19 ends

EXHIBIT B

SCHEDULE OF FEES
In no event shall the amount billed to City by Contractor for services under this Agreement exceed One Million, Two Hundred Fifty-Seven Thousand, One Hundred Forty-Nine dollars ($1 ,257, 149), subject to budget appropriations. This amount includes all initial and optional/future software plus additional services such as Payment Processing, Email, SMS and IVR setup, subscription and usage fees as provided in Exhibit B-1, Detailed Fee Schedule. These not-to-exceed numbers are based upon the assumption for volume as outlined in Exhibit B-1, Detailed Fee Schedule. Any changes in volume over and above assumptions in Exhibit B-1 may result in additional Annual Transaction fees, still subject to the maximum not-to-exceed amount.

Subscription Fees for 3 Years ($170,130 Annual)
One Time Implementation Fees + Travel and Expense
Transaction Fees for 3 Years ($200,803 Annual)
TOTAL
Agreement with Smart Energy Systems, LLC/Exhibit 8-Fee Schedule Rev. 07-01-18
$510,390
$144,350
$602,409
$1,257,149

Page 1 of 2 ends

Annual Subscription Fee Delivery of Customary Project
Plan
Implementation Fee - 25% Delivery of Customary Project
Plan
Travel and Expenses - As Incurred DURING
Month 1 Implementation IMPLEMENTATION
Travel and Expenses - As Incurred DURING
Month 2 Implementation IMPLEMENTATION
Implementation Fee - 25% Milestone #2 Completion - 12
Weeks after Contract Si
Travel and Expenses - As Incurred DURING
Month 3 Implementation IMPLEMENTATION
Travel and Expenses - As Incurred DURING
Month 4 Implementation IMPLEMENTATION
Implementation Fee - 18% Milestone #3 Completion - 5
Weeks after Milestone 1
Com letion
Implementation Fee - 17% Milestone #4 Completion - 2
Weeks after Milestone 2
Com letion
Implementation Fee - 15% Milestone #5 Completion - 1 Week after Milestone #4 Completion
Travel and Expenses - As Incurred DURING
Month 5 Implementation IMPLEMENTATION
Transaction Fees - Email, As Incurred POST GO LIVE
SMS, IVR, Payment
ProcessinQ
Agreement with Smart Energy Systems, LLC/Exhibit B-Fee Schedule Rev. 07-01-18
Day 1 $132,830
Day 1 $25,625
Day30 $3,400
Day60 $3,400
Day84 $25,625
Day90 $3,400
Day 120 $3,400
Day 129 $18,450
Day 143 $17,425
Day 150 $15,375
Day 150 $3,400
TOTAL INITIAL $252,330

PACKAGE
End of Each $16,734
Month

Page 2 of 2 ends

SCM" • cu,1omer Wtrib Port,i! ond Mobil<> Platform
V7.0 $62,500
Ouli>ge Module with Outoge Notifications $11,000
SCM• EnterpriS<!Wi!b Port;,! iilOd Platform V2.4 $17,000 scwi• Utility Customer 5'!1vice Portal
(utility-hieing ad min/customer S<ll'Vice portal[ so
Hosting $0
Mi>lnlm"'1ce& 5upport $0
Sma<t IQAnalytks·-Melet Dat,.Anat'{licsVemon $20,750 1.9 SM5 Tut Notit.ution, $3,900
Ml Dialer Syslffl'll $4,300
R""1dom Shorkode SU,200
IVR Toll Frtt Numb• $11!0
Smart Mobll11~-s.vkl! Modut11 VS.1 $8,500
SCM" -Smllirl Home Module $11,000
Wm PoM CSR Co brm>nin1/ Uw,Chat (il>Wma20 $6,000 l:sj
SCM Uilll£09 Pa $11,800
Yar I lnitllli
Sub-Total Year l $132,830
Sub-Total Year 2 $132,830
Sub-Total Year 3 $132,830
SUB TOTALS $398,490
TOTAL INITIAL PLUS OPTIONAL $510,390
EXHIBIT B-1

DETAILED FEE SCHEDULE
Duut Contract Slgnlng"'1d Anually
Ther.,,.(tu lot Initial 3,Y""' Term
Initial Pa,;.

Duut Contract Slgning lllld Anulllly Initial P1>tkajje Th..-.,~ft.,,. for lniUat 3·Y-T..-m Due at Cootra,;t Signing ood Anually
Ther"'11ft• for Initial 3·Y-T<>rm Initial P<>tk""1
N/A lni!li!d Pockajje
N/A lnitli>!Pac•
N/A Initial Pa<kll&e
Ouut Contrlll:l Sl.!lfllng lllld Anually Initial Pxbgi! Ther"'11ft<>r for lnlti•I 3-Y- Term Ouelll Conlrxt Sl.!lflingand Anui!dly lnitii!dPK.

Ther"'11ftl!r for Initial 3.y""' Term
Duel>I Contr..:t Signing and Anually Initial Pxkajje Thi,r""'1er for lnllllll 3-Y-Term Du<!lll Contrxt 5"1!'1ingilll1d Anually Initial P•kll&e Thereafter for lnilJ"1 3-Yar Twm Due at Contrill:t Signing and Anullllv Initial PKkll&e Ther""'1« for Initial 3-Y-Term llm,aContmttSlgnln1llndAnul!illy Optional Mocluh,/
Th..-.ftc,r for lniti11/13,Y-T«m
DueatContr111::tSlgnln4MdAnuilly
Th~for Initial 3-YarT«m Fot11r11
Ou@lltCont111d !ilgningllindAnuillly Optlonlll Module/
Tht11'"'11ftl!l'loflnitli>l 3•YarTlllffll Foturo
llmuit Contn11:t Slgningllll'ld Anually Option/ii Module/ Ther~fa< lnlliiill 3•Yar Tlllffll future
I Optional
$37,300
$37,300
$37,300
$111,900
Fot 50,000 Meter Account,, lntludl!5 Follow\011
Moduli!>: My Account, U""l';e, Blllin11, Nolinclllioos, Conn«t Ml,, Com "'" Eflkien ,. Service
For 50,000 Meter Accounts, Includes Following
Modules: My Account, u~. B<lling, Nolifit~tion,,
Co-nn«t Me1 Compar~ Effkhmcy,. Servke:
for 125 NMl!!S U""1£, Includes Folfow\ng Modules: My
Portfolio, U""!l", 8illi1111, NoUflt,.tions, Connett Me, COmpate, Efflcimty, Semte
For 70 Utility Empl°""" Users• Includes Follwing
Modules: Dashbo;ird, Customer EnNffl)<!!il
Analytics, Administration, CSR Worl<b<mch
Hosting lo, two"""'" worth of d•ta
lncludes5upport 11\fld Soflw>re Updat""
For S0,000 Met..- Accounts, lntlud"" Following
Modulti: Customers& ~oots, l~Analytks,
Hi!lh U""PAnalyti<s, Progr;irn Mll/1-ent, Vlol•tion
Mlll1 "'11
Provide; for Text Notification, for 50,000 Met<>r
Accounts
Provides for IVR Nolilicatlons for 50,000 Meler
Accounts
Provides Rat1dom Shorttode to s«id Out S-MS T""t
~[R11quirlld byurrlen). Option.ii V.inlly
ShorltodeAvllllable at $19,200 Annu.>I
Provldi,J, Toll Free Number for Outbound/ Inbound
CIiiis
For 10 Utllityfli!kl W~ lndud• FoUowinJl
Modules: Savia.

Fa¥ S0,000 Met<!< Ac«KJntl,\ Allows UtllltyCut.tomers
to Monltor/Mi!dnl:llin Smllirl Hom110!wi<:..i<>n Wl!b
Porta ll!nd Motrlle
$l(l(J lsAnnm,IAmount P• l\pnl {Equi>ls$25 Per
Mont:liPw ti
PtOllideAdditlom1l ut11U9Support on W/IJ:J Porti>I
11nd MobllelorOn11Addltlonal Ulll~{ln Addili<>n
to Encllffl ffidSpllni:ih)l$5,!IOO E<>thj
Agreement with Smart Energy Systems, LLC/Exhibit B-1-Detailed Fee Schedule Rev. 07-01-18

Page 1 of 3 ends

.· .•.· .. ;\•; ,v ....... ·.· .'· .. • .• ... ; ;
. OlllE•llME'1Mf>Ll!MENTATlor.lFEES :}<< ... ·· C:f. ;; ?Z;. ·' ; .·•· .... ... •.; ,',,,· .. ·· ··• ;;; . ., .... , .. ;, ·•· ··•·• ·":'~'" ··. ,•s;t,>1.\., /•,;£ •• ~.; .,\ '/{.'0tr•;t~,z;:,z;:l,•.~,· •·, m , .. t :';'·:. •··· ;;c<~~;i,'f:····• .. ·,, .... · .. ' .;;;,,, ' ; .; .. ,. .; .. ; . ; ;. ;• .. ·• <' .. ··•··· 25% Delivery Customary Project Plan
ScM• • customer Web Portal and Mobile 25% Completion MIiestone 2 For 50,000 Meter Accounts, Includes Followlng Modules: My Platfonn V7 .O $49,500 18%Completlon MIiestone 3 lnltlal Package Account, Usage, Bllllng, Notifications, Connect Me, Compare, 17%Completlon Mllestone4 Efficiency, Service 1CM- .. Ull"""""·. C 25% Delivery Customary Project Plan
25%Completlon Mllestone2 For so,ooo Meter Accounts, Includes Following Modules: My Outage Module with Outage Notifications $8,500 18%Compfetlon Mllestone3 Initial Package Account, Usage, BIiiing, Notifications, Connect Me, Compare, 17%Completton Mllestone4 Efficiency, Service
15%Completlon Milestones
25% Delivery Customary Project Plan
SCM• • Enterprise Web Portal and Platform 25%Completlon Milestone 2 For 125 Names Users, Includes Following Modules: My Portfolio, $17,500 18%Completlon Mllestone3 lnltlal Package Usage, BIiiing. Notlflcatlons, Connect Me, Compare, Efficiency, V2.4 17%Completlon Mllestone4 Service 15%Completlon MIiestone 5
scM• Utility Customer Service Portal (utility• $0 N/A lnltlal Package For70 Utllity Employee Users• Includes FollwlngModules:
facin• admln/customer service oortall Da5hbo•rd CustomerEn.,.•ernentAna'"'" Administration CSR Hosting $0 N/A. Initial Package HostlngforlWO Years Worth of Data Maintenance & Support $0 NIA lnltlal Package lncludesSUpport and Software Updates 25% Delivery Customary Project Plan
Smart IQ Analytics - Meter Data Analytics 25% Completion MIiestone 2 For 50,000 Meter Accounts, lncludesFollowtng Modules:
$9,700 18% Completion MIiestone 3 Initial Package Customers & Segments, Leakage An alytlcs, High Usage Analytlcs, Version 1,9 17%Completlon Mllestone4 Program Management, Violation Management 15% Completion MIiestone 5
25% Delivery Customary Project Plan
25%Completlon Mllestone2
SMS Text Not1flcations $9,500 18% Completion Milestone 3 Initial Package Includes 5 Automated Workflows 17% Completion Milestone 4
15%Completlon Milestones
25% Delivery Cu,;tomary Project Plan
25%Completlon Mllestone2
IVR Notifications $7,800 18% Completion MIiestone 3 lnltlal Package Includes 5 Automated Workflows 17%Completlon Mllestone4
15%Completlon MIiestones
smart Mobile Workfotce-Servlce Module VS.1 $8,650 Upon Module Addition Optional Module For10 Utility Fleld Workers, Includes Following Modules: Service /future SCM• • Smart Home Module $13,200 Upon ModuleAddltion Optional Module For so,ooo Meter Accounts, Allows Utlllty customers to /future Monitor/Maintain Smart Home Devices on Web Portlll and Mobile Milestone I Initial I Optional
Deliveray Customary Project Plan $25,625.00 $5,462.50
Milestone 2 $25,625.00 $5,462.50
Milestone3 $18,450.00 $3,933.00
Mllestone4 $17,425.00 $3,714.50
Milestones $15,375.00 $3,277.50
Travel $17,000.00 $3,000.00
SUBTOTALS $119,500.00 $24,850.00
TOTAl INmAL PlUS OPTIONAL $144,350.00
Agreement with Smart Energy Systems, LLC/Exhibit B-1-Detailed Fee Schedule Rev. 07-01-18

Page 2 of 3 ends

MONTHLY/ ANNUAL TRANSACTION FEES
~otSoltw>ve /~ T~ fee ~ Mulmum ~ Mulmum
M-• lft!l(liceTimll'lc fee• ._ _ _.,_. SMS 1 ext Mo!d.c.at""'1 {IN OOUN!l) P<'<M«s.al!e $0.C<.l3 51,1:)61 ~
~MST •xt Notd.caootts {OIJT
llOVNO} ""' Mos,agt 50008 )'M9
s1uu ~
IVR foil FIH {IN OOlJNDI PER
MIWH $0.030 $72!! $/1,13<> ~
IVRfolifre¾ (OIJT OOIJN!ll PU
MIN1Jlt 50.020 $3.!!S $4,651 ~
uo to 175,000 E ""'"" Per Month SIJ.OC<l so ,_,
Upto P;;rMooth $Jil7S.000 $SIS 510.'i{)'.) ~
IJp to 4/X;IJ/XfJ Em•l!S p., Mooth $1.700.00 $0 ~
G,ut"1 Thao 4,000.(X)I) Ema.I< p-,,
MMth $2,400.00 so ~
lnte-~.Jr«e 1- 9 Saw
Poir,t< , $0.10 p,-, Ori,1\/Cteditwd PHxti•IIIC f ffs traMJctM:!ffllVooa lo<P"'1•1,MOOO@, 1<'1 toPay,11/R Mait"1<lrd, tl,u<:r,'1) $.l!,sll6 $103,02& t~ ar.d~;,r,tA<si<t~:,
lfitM:ha~t +$0.0S pre,
Traf!SactlO<\IAmE,}
lnli?tthaf,ie i 9 Said
Pool< • $0.10 !)et
Ori,1\/Ct edit wd PlO<tifflC r ffs tr.!M.actoo jV1<a
fot IN-Offile PaXm"11B Mastl!'fOld, 06<:,,,e,1 $534 $&,402 ~ ln~t<N"i!e 1$0.0, p,,r
r ra rl!c3ctkln /Anihl
$LJ. so f'e< 1 taM.artioo
Edlttl<s ~,~ f>-e< for POIUI, upto$25.(X)I)
so.so, o.1s% r~, M-. l e'1 lo Pay, IVR ar>d "'41"1\I l fol>!'.;H:t,oo <.Ne, $3,rn, $42,S(I/.) ~, $25,000
1~0-1-,
Pavm""t and i'W:<•""""
S•l"!)fHWaNed
re, M,nute
24 lioor IVR · i Sp;ie,,,;h wa $1,()IJS Sl2~ ~
--·· •··• fHU<l;,..d
A'oove
Setl.lj> F"" WaN,:d
P<'fM!oo!efff
T••t-,,fld..Pay WaNed $0 $0 ~
fHlt<li'<l
AhtH@
l\celltA.s"'b!dP~a.nd !!:00 AM to 5:00 P-M
T- $0 $0 NIA S""°""t fo, OtizeM P,T
Returfl Ched< FM $1 $12 Mori!hly
SLOOPerChed<:
°'3Kgl!bad<fes '.14.<;s p.,.,Cha<i!cl>atl: $4.SO S"4 Mori!hly EMVTermlnlk Sm Pe,t T e<mil\al ·
fl«!.\Z are Fru so ~
- I ldoiitM, I Ml!Uill
Sub-Total Y- 1 $16,734 $200,803
Sub,Total Year 2 $16,734 $200,803
Sub,Total Year 3 $16,734 $200,803
TOTAL $16,734 $602,409
IMW~« Notes ,.,__,M,......._
Opt!c,NIS- •aaM<:lon 8.tl!Nlll!d MllxVouooot
37 /Jl,5 ti 001.JOO - pi,r!OOfflh
Optlc,Nl Sl!MCI! •llii;M,d on Estlmlti,,d Mox Vouoo o!
W!,261 Ollf OOUM:>- ~ ~
• I'll,~ on 8.tl!Nlti,,d Maxi/~ o! f,JY/il
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Agreement with Smart Energy Systems, LLC/Exhibit B-1-Detailed Fee Schedule Rev. 07-01-18

Page 3 of 3 ends

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, 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:
$1,000,000 Each Occurrence
$2,000,000 General Aggregate
$2,000,000 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 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.

Agreement with Smart Energy Systems, LLC/Exhibit C-lnsurance Requirements Rev. 07-01-18

Page 1 of 4 ends

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 two million dollars ($2,000,000) 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. 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 Agreement with Smart Energy Systems, LLC/Exhibit C-lnsurance Requirements Rev. 07-01-18

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insurance Indemnities may possess shall be considered excess insurance only and shall not be called upon to contribute with Contractor's insurance.

3. Cancellation.

4. 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 nonrenewal.

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 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 Agreement with Smart Energy Systems, LLC/Exhibit C-lnsurance Requirements Rev. 07-01-18

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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 mailed to:

EBIX Inc.

City of Santa Clara - Finance Department
P.O. Box 100085 - S2 or 1 Ebix Way
Duluth, GA 30096 John's Creek, GA 30097
Telephone number: 951-766-2280
Fax number: 770-325-0409
Email address: [email protected]
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.

Agreement with Smart Energy Systems, LLC/Exhibit C-lnsurance Requirements Rev. 07-01-18

Page 4 of 4 ends

EXHIBIT D
Software as a Service Subscription Agreement (SaaSSA)
This Software as a Service Subscription Agreement (this "Agreement") is entered into as of _____ (the "Effective Date") by and between Smart Energy Systems, LLC dba Smart Energy Water ("Provider" or "SEW'), and the City of Santa Clara ("Customer").

RECITALS
Provider offers a software application known as Smart Customer Mobile (the "Software" or "SCM®SCM®") and the parties have agreed that Provider will make the cloud-hosted Software available for and to Customer and Customer's customers. Therefore, in consideration of the mutual covenants, terms, and conditions set forth below and in any relevant exhibits or documents, the adequacy of which is hereby acknowledged, the parties agree as follows:

TERMS AND CONDITIONS

1. DEFINITIONS. The following capitalized terms shall have the following meanings whenever used in this Agreement.

1.1. "Authorized Named User" means an end user of the Customer that has an account registered with Customer and has been given access by Customer to use the Services.

1.2. "Customer Data" means a subset of Confidential Information that is comprised of Customer's data obtained, used in, or stored as the result of the use of the Services.

1.3. "Documentation" means the Software's standard user manuals and any other accompanying documents related to the Software delivered to Customer during Implementation.

1.4. "Implementation" means the process for gathering requirements, configuring, testing, training, and integrating the Software for Customer's use, as set forth in a Statement of Work.

1.5. "Initial Term" means 3 (three) years from the date the Software is made available for use, with such a date otherwise defined as "Production Deployment" in an applicable Statement of Work.

1.6. "Major Release" means any new version of the Software where the left most version number, or the second to the left most version number, increases by at least one integer increment.

1.7. "Monthly Uptime Percentage" is calculated by subtracting from 100% the percentage of minutes during the month in which Provider Software, was in the state of "Unavailable." Monthly Uptime Percentage measurements exclude downtime resulting directly or indirectly from any SEW SLA Exclusion (defined herein).

1.8. "Maintenance and Support" means Provider's standard maintenance and support plan provided herein as Exhibit F.

1.9. "Software" means Provider's SCM®SCM® software, version 6.9, and shall include only the modules specified in Exhibit A or Change Order thereto.

1.10. "Services" means the services provided by Provider to Customer for the integration, implementation and use of the Software, including but not limited to, hosting the Software, Agreement with Smart Energy Systems, LLC/Exhibit D-Software Service Subscription Rev. 07-01-18

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any customization, Maintenance and Support, and Additional Services offered or accessed through the Software and as provided in detail in an applicable Statement of Work.

1.11. "Specifications" means Provider's specifications for the Software, as set forth in Exhibit A.

1.12. "Data Retention Policy" means Provider's standard data retention policy as set for in Exhibit G.

1.13. "Production Deployment" means once the Customer has provided User Acceptance Testing ("UAT") signoff and the Software has been pushed into a production environment.

1.14. "Term" means the Initial Term (as defined above) and any applicable renewal term(s).

1.15. "Upgrades" is defined in Section 3.1 (a) below.

2. SOFTWARE DELIVERY.

2.1. Right to Access and Use Software. Provider hereby grants Customer a non-exclusive, nontransferable, non-perpetual, limited right to use and make available the Software to Customer's Authorized Named Users during the Term, subject to Section 2.2 below.

2.2. Restrictions on Software Use. This Agreement grants the Customer a limited right to access and use the Software for the number of Authorized Named Users indicated in Exhibit B. The Software is not sold, and Customer receives no title to or ownership of any copy or of the Software itself. Furthermore, Customer receives no rights to the Software other than those specifically granted in Section 2.1 above. Without limiting the generality of the foregoing, Customer shall not: (a) modify, create derivative works from, distribute, publicly display, publicly perform, or sub-subscribe the Software; (b) allow third parties to exploit the Software; (c) sub-license the Software, or (d) reverse engineer, decompile, or attempt to derive any of the Software's source code.

3. UPDATES AND SERVICE LEVELS.

3.1. Provision of Updates and Maintenance: Provider shall maintain and update the Software as follows during the Term:
(a) Provider shall provide standard support and maintenance for the Software in accordance with Exhibit F. Customer Data shall be retained by Provider in accordance with Provider's standard Data Retention Policy pursuant to Exhibit G. Provider will routinely update the Software to address any security updates, bug fixes, or responsiveness matters quarterly or as is required pursuant to Section 3.2 below or otherwise. Provider may update the Software to add any new features or functions, incorporate any improved process changes, and/or implement any performanceenhancing modifications annually, if applicable ("Upgrades"). Pursuant to the payment of the fees set out in Section 4, Customer may elect to upgrade its current version of the Software once per calendar year, so long as Provider has made one or more Major Releases available during said year, and so long as Customer's subscription term is current, fully paid up, and in no way in default. Should Customer exercise this right, upon notice, Provider will first assess the impact any such Upgrade will have on the Customer's specific IT environment, solely considering Customers relevant APls and any requested customizations. All other potential IT or business process impacts shall not be within the scope of said assessment. Provider will then provide a detailed report to customer identifying any costs, time, and materials necessary to effectuate any such Upgrade in light of those two items, and Customer shall then decide whether to implement the newer Software version. Any terms concerning the one-time charges Agreement with Smart Energy Systems, LLC/Exhibit D-Software Service Subscription Rev. 07-01-18

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or fees associated with such an upgrade shall be set out in a subsequent Statement of Work. Upon completion of any such Software upgrade implementation, "Software" as defined herein shall then incorporate the version of SCM®SCM® to which the Customer has upgraded.
(b) Should an Upgrade be required, Provider will promptly notify the Customer of any downtime and provide confirmation once functionality is restored pursuant to the terms of Section 3.2 below.
(c) Each Upgrade will constitute an element of the Software and will be subject to this Agreement's terms regarding Software, including, without limitation, subscription, warranty, and indemnity terms.

3.2. Service Level Availability: Provider will use commercially reasonable efforts to make Software available with a Monthly Uptime Percentage of at least 99.95%, in each case during any monthly billing cycle or calculated as such if billed annually (the "Service Commitment"). The Service Commitment does not apply to any unavailability, suspension or termination of Software, or any other Software performance issues: (i) caused by factors outside of Provider's reasonable control, including any force majeure event or Internet access or related problems beyond the demarcation point of Provider; (ii) that result from any actions or inactions of Customer or any third party; (iii) that result from Customer's equipment, software or other technology and/or third party equipment, software or other technology (other than third party equipment within our direct control); (iv) that result from any maintenance as provided for pursuant to this Agreement; or (vii) arising from Provider's suspension and termination of Customer's right to use Software in accordance with this Agreement (collectively, the "SEW SLA Exclusions").

4. FEES.

4.1. Software Subscription Fees. All software subscription fees and any other applicable fees for the Initial Term of this Agreement, as set out in Exhibit B, shall be due upon the delivery of the Project Plan. If the initial term of this Agreement exceeds one (1) year, then Customer shall be invoiced for the first-year software subscription fees upon signing of this Agreement and annually thereafter upon the anniversary date of Production Deployment for the remaining term until the fees have been paid in full. (a) Customer agrees to make all payments to SEW within thirty (30) calendar days after receipt of invoice. Late invoices will incur a late payment fee of 1.5% or the maximum allowable under the law, whichever is less. If Customer's account is sixty (60) days or more overdue, SEW reserves the right with prior written notice to withhold performance of its obligations under this Agreement, without liability, until such payments are paid in full.
(b) The software subscription fees as provided is only valid for the number of Authorized Named Users as specified in Exhibit B. Should Customer wish to add any additional Authorized Named Users during the Term of this Agreement or acquire additional features and modules, such may be purchased at an additional cost pursuant to the pricing terms provided in Exhibit B and Exhibit B-1. All pricing terms provided in Exhibit B and Exhibit B-1, including but not limited to, pricing for additional Authorized Named User licenses, add on modules, functionalities, and Additional Services, shall expire after one (1) year from the Production Deployment date, as determined in an applicable Statement of Work. Implementation fees for the Software shall also be noted in the Statement of Work.

Agreement with Smart Energy Systems, LLC/Exhibit D-Software Service Subscription Rev. 07-01-18

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4.2. Additional Services. The Software is compatible with additional optional services such as SMS text messaging services and IVR dialer services (collectively "Additional Services").

All Additional Services shall be invoiced by Provider to Customer upon the request of such services by Customer at the pricing and rates provided in Exhibit B-1. All invoices shall be subject to and paid according to Section 4.1 (a) above. (a) For SMS text messaging services, the SMS Short Code fee, along with the one-time implementation fee for setting up the service, shall be invoiced upon request of the SMS service by Customer. SMS short code fees shall be invoiced annually, while inbound and out-bound text message usage fees shall be invoiced monthly for actual amount used.
(b) For IVR services, the toll-free or local phone number fee shall be invoiced annually upon request of the IVR services from Customer and upon activation of same. Inbound and out bound connect fees, call recording, storage, and transcription fees shall be invoiced monthly for actual amount used.

5. Intellectual Property Rights & Feedback.

5.1. Intellectual Property Rights in the Software. Provider retains all right, title, and interest in and to the Documentation and Software, including but not limited to, the Services and any Upgrades, as well as any related methodologies, techniques, processes, and instruction developed by Provider and used in the course of performing the Services (collectively "Provider IP") for Customer under this Agreement and an applicable Statement of Work.

Nothing in this Agreement shall be construed to grant Customer any ownership rights, title, or interest in the Provider IP except to the extent of the limited subscription rights specifically set forth in Section 2.1. Customer recognizes that the Software and its components are protected by copyright and other laws. Customer shall not (and shall not allow or cause any third party to) reverse engineer, disassemble, alter, or otherwise translate the Software, Documentation, Services or Upgrades.

5.2. Feedback. Customer hereby grants Provider a perpetual, irrevocable, unrestricted, worldwide license to use any Feedback (as defined below) Customer communicates to Provider during the Term, without compensation or any obligation to report on such use, and without any other restriction. Such rights shall include, without limitation, the right to exploit Feedback in any way and the right to grant sublicenses. Notwithstanding the provisions of Article 6 (Confidential Information) below, Feedback will not be considered Customer's Confidential Information. ("Feedback" refers to any suggestion or idea for modifying any of Provider's products or services, including all intellectual property rights therein.)

6. CONFIDENTIAL INFORMATION.

6.1. Confidential Information Defined. "Confidential Information" refers to the following types of material or content one party to this Agreement ("Discloser") discloses to the other ("Recipient"): (a) any information Discloser marks or designates as "Confidential" at the time of disclosure; and (b) any other nonpublic, sensitive information disclosed by Discloser including, but not limited to code, inventions, know-how, business, technical, and financial information, or other information which should reasonably be known by the Recipient to be confidential at the time it is disclosed, due to the nature of the information and the circumstances surrounding such disclosure. Notwithstanding the foregoing, Confidential Information does not include information that: (i) is in Recipient's possession at the time of disclosure; (ii) is independently developed by Recipient without use of or reference to Confidential Information; (iii) becomes known publicly, before or after Agreement with Smart Energy Systems, LLC/Exhibit D-Software Service Subscription Rev. 07-01-18

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disclosure, other than as a result of Recipient's improper action or inaction; or (iv) is rightfully obtained by Recipient from a third party without breach of any confidentiality obligations.

6.2. Nondisclosure. Recipient shall not use Confidential Information for any purpose other than to facilitate this Agreement (the "Purpose"). Recipient: (a) shall not disclose Confidential Information to any employee or contractor of Recipient unless such person needs access in order to facilitate the Purpose and executes a nondisclosure agreement with Recipient with terms no less restrictive than those of this Article 6; and (b) shall not disclose Confidential Information to any third party without Discloser's prior written consent.

Notwithstanding the foregoing, Recipient shall protect Confidential Information with the same degree of care it uses to protect its own confidential information, but with no less than reasonable care. Recipient shall promptly notify Discloser of any misuse or misappropriation of Confidential Information that comes to Recipient's attention.

Notwithstanding the foregoing, Recipient may disclose Confidential Information as required by applicable law or by proper legal or governmental authority. To that end, Provider acknowledges and agrees that Customer is a California public entity and is therefore subject to the provisions of the California Public Records Act. Customer may determine, in its sole discretion, that certain information, even if marked as confidential, must be disclosed under applicable law. Customer shall not in any way be liable or responsible for the disclosure of Confidential Information in response to a California Public Records Act request. If a request is submitted to Customer seeking information marked confidential then the City shall give Provider notice of the request, to allow the Provider to seek protection from disclosure by a court of competent jurisdiction, at Provider's sole expense.

If Provider receives notice of any such legal or governmental demand for Customer's confidential information, then Provider shall provide Customer with prompt notice of the demand and reasonably cooperate with Customer in any effort to seek a protective order or otherwise to contest such required disclosure, at Customer's expense.

6.3. Injunction. Recipient agrees that breach of this Article 6 would cause Discloser irreparable injury, for which monetary damages would be inadequate, and in addition to any other remedy, Discloser will be entitled to injunctive relief against such breach or threatened breach, without proving actual damage.

6.4. Termination & Return. With respect to each item of Confidential Information, the obligations of Section 6.2 above (Nondisclosure) will terminate three (3) years from the expiration of this Agreement. Upon such termination, Recipient shall return all copies (excepting one (1) copy archived for purposes of Recipient's back-up processes) of Confidential Information to Discloser or certify, in writing, the destruction thereof.

6.5. Retention of Rights. This Agreement does not transfer ownership of Confidential Information or grant a license or any other right thereto. Discloser will retain all right, title, and interest in and to all Confidential Information.

6.6. Indemnification. All confidentiality and non-disclosure requirements contained in this agreement are subject to the Customer's responsibilities under the California Public Records Act. Although the California Public Records Act recognizes that certain confidential trade secret information may be protected from disclosure, Customer may determine, in its sole discretion, that information is not a trade secret. If a request is made for information marked "Confidential," "Trade Secret," or "Proprietary," Customer shall provide Provider reasonable notice to allow Provider to seek protection from disclosure by a court of competent jurisdiction, at Provider's sole expense. The Customer shall not in any way be liable to Provider for the disclosure of information if such disclosure, in the Agreement with Smart Energy Systems, LLC/Exhibit O-Software Service Subscription Rev. 07-01-18

Page 5 of 9 ends

Customer's sole discretion, is required under the California Public Records Act. Provider shall defend, indemnify and hold harmless Customer from and against any all claims, including reasonable attorney's fees, arising from or connected with disclosure of Provider's information in response to a Public Records Act request.

7. DATA PRIVACY & SECURITY.

7.1. Customer Data. Customer Data, which shall also be known and treated by Provider as Confidential Information (collectively "Customer Data"), shall include the following:
(a) Data collected, used, processed, stored, or generated by the Customer as the result of the use of the Software and the Services, including any personal identifiable information ("PII") and any information related to payment processing, such as credit card numbers and ACH account numbers. Customer Data is and shall remain the sole and exclusive property of Customer and all right, title, interest in same is reserved to Customer. For all purposes of this Agreement, Customer shall be responsible for determining the manner in which any type of Customer Data will be collected, stored, and processed and the purpose for processing the information.

7.2. Provider Use of Customer Data. Customer hereby grants Provider a limited right to access, process, collect, store, generate, display, and use Customer Data for the sole purpose of providing the Software and Services to Customer. Provider shall keep and maintain Customer Data in strict confidence and shall not allow any third parties to use, disclose, or access Customer Data without Customer's prior written consent. Notwithstanding the foregoing, Provider may disclose Customer Data as required by applicable law or by proper legal or governmental authority. Provider shall give Customer notice of any such legal or governmental demand and reasonably cooperate with Customer in any effort to seek a protective order or otherwise contest such required disclosure, at customer's expense.

7.3. Data Security. The Parties shall each be responsible for establishing and maintaining its own data privacy and information security policies, including physical, technical, administrative, and organizational safeguards to ensure the security and confidentiality of Customer Data; protect against any anticipated threats or hazards to the security of Customer data, protect against unauthorized disclosure, access to, or use of Customer Data, ensure the proper disposal of Customer Data, and ensure that all employees, agents, and subcontractors, if any, comply with the above.

7.4. Data Breach Notification. The Provider shall inform the Customer of any unauthorized and unlawful acquisition of unencrypted personal data ("Data Breach"). a. Data Breach Response: The Provider may need to communicate with outside parties regarding a security incident, which may include contacting law enforcement, fielding media inquiries and seeking external expertise as mutually agreed upon, defined by law or contained in the contract. Discussing Data Breach with the Customer should be handled on an urgent as-needed basis, as part of Provider communication and mitigation processes as mutually agreed upon, defined by law or contained in the contract. c. Data Breach Reporting Requirements: If Provider has actual knowledge of a confirmed Data Breach that affects the security of any Customer content that is subject to applicable Data Breach notification law, the Provider shall ( 1) promptly notify the appropriate Customer identified contact within 48 hours or sooner, unless shorter time is required by applicable law, and (2) take commercially reasonable measures to address the Data Breach.

Agreement with Smart Energy Systems, LLC/Exhibit D-Software Service Subscription Rev. 07-01-18

Page 6 of 9 ends

8. REPRESENTATIONS & WARRANTIES.

8.1. From Provider.
(a) Re: Function. Provider represents and warrants that, during the Term, the Software will perform materially in accordance with its Software Specifications set forth in Exhibit A and pursuant to the service level targets in Section 3.2 above. (b) Re: Intellectual Property Rights in the Software. Subject to the next sentence, Provider represents and warrants that it owns the Software, and has the power and authority to grant the rights in this Agreement without the further consent of any third party.

Provider's representations and warranties in the preceding sentence do not apply to the extent that the infringement arises out of any of the conditions listed in Subsections Error! Reference source not found.(a) through Error! Reference source not found.(e) below. In the event of a breach of the warranty in this Subsection 8.1 (b), Provider, at its own expense, will promptly take the following actions: (i) secure for Customer the right to continue using the Software; (ii) replace or modify the Software to make it non-infringing, provided such modification or replacement will not materially degrade any functionality listed in the Specifications; or (iii) refund the prorated Saas subscription Fee paid for the Software for every month remaining in the Term, following the date after which Customer is required to cease use of the Software. In conjunction with Customer's right to terminate for breach where applicable and the provisions of Section Error! Reference source not found. below (Indemnified Claims), the preceding sentence states Provider's sole obligation and liability, and Customer's sole remedy, for breach of the warranty in this Subsection 8.1 (b) and for potential or actual infringement by the Software.

8.2. From Both Parties. Each party represents and warrants that it has the full right and authority to enter into, execute, and perform its obligations under this Agreement and that no pending or threatened claim or litigation known to it would have a material adverse impact on its ability to perform as required hereunder.

8.3. Warranty Disclaimers. Except for the express warranties in Sections 8.1 and 8.2 above,

PROVIDER MAKES NO WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING

WITHOUT LIMITATION ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. Provider does not warrant that the Software will perform without error or that it will run without immaterial interruption. Provider . provides no warranty regarding, and will have no responsibility for, any claim arising out of: (a) a modification of the Software made by anyone other than Provider, unless Provider approves such modification in writing; or (b) use of the Software in combination with any operating system not authorized or specifically forbidden in the Specifications or Documentation or with hardware or software.

9. LIMITATION OF LIABILITY.

9.1. Liability Cap. Provider's liability arising out of or related to this Agreement shall in no event exceed the Subscription Fee paid by Customer within the twelve (12) months preceding the claim.

9.2. Clarifications & Disclaimers. THE LIABILITIES LIMITED BY THIS ARTICLE 9 APPLY

REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, STRICT PRODUCT LIABILITY, OR OTHERWISE; EVEN IF PROVIDER IS ADVISED IN

ADVANCE OF THE POSSIBILITY OF THE DAMAGES IN QUESTION AND EVEN IF SUCH DAMAGES WERE FORESEEABLE; AND EVEN IF CUSTOMER'S REMEDIES Agreement with Smart Energy Systems, LLC/Exhibit D-Software Service Subscription Rev. 07-01-18

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FAIL OF THEIR ESSENTIAL PURPOSE. If applicable law limits the application of the provisions of this Section 9.2, Provider's liability will be limited to the maximum extent permissible by law. For the avoidance of doubt, Provider's liability limits apply to Provider's affiliates, providers, agents, sponsors, directors, officers, employees, consultants, and other representatives.

9.3. Exceptions to Limitation of Liability. Section 9.1 (Liability Cap) above does not apply to:
(a) claims pursuant to Article 6.6 above (Indemnification); or (b) claims for attorneys' fees and other litigation costs recoverable by the prevailing party in any action.

10. RENEWALS.

10.1. Renewals. This Agreement shall automatically renew at upon the expiration of the Initial Term for one (1) year term intervals, unless terminated by Customer by providing written notice to Provider ninety (90) days prior to the expiration of the renewed term. Any renewal of the Services shall be provided accordingly to Provider's then current standard Maintenance and Support Plan.

11. MISCELLANEOUS.

11.1. Independent Contractors. The parties are independent contractors and will so represent themselves in all regards. Neither party is the agent of the other, and neither may make commitments on the other's behalf.

11.2. Taxes. Fees in Section 4.1 above do not include any applicable taxes. Customer shall be solely responsible in the event any authority imposes a duty, tax, levy, or fee (excluding those based on Provider's net income) directly upon the Customer in relation to this Agreement.

11.3. Force Majeure. No delay, failure, or default, other than a failure to pay fees, will constitute a breach of this Agreement to the extent caused by acts of war, terrorism, earthquakes, other acts of God or of nature, strikes or labor disputes, embargoes, or other causes beyond the performing party's reasonable control. 11 .4. Assignment & Successors. Customer may not assign this Agreement or any of its rights or obligations hereunder without Provider's written consent. Except to the extent forbidden herein, this Agreement will be binding upon and inure to the benefit of the parties' respective successors and assigns.

11.5. Severability. To the extent permitted by law, the parties waive any provision of law that would render any clause of this Agreement invalid or unenforceable. In the event that a provision herein is held to be invalid or unenforceable, such provision will be interpreted to fulfill its intended purpose to the maximum extent permitted by law, and the remaining provisions of this Agreement will continue in full force and effect.

11.6. No Waiver. Neither party will be deemed to have waived any of its rights under this Agreement by lapse of time or by any statement or representation other than by an authorized representative in an explicit written waiver. No waiver of a breach hereof will constitute a waiver of any other breach of this Agreement.

11.7. Construction. The parties agree that the terms of this Agreement result from negotiations between them. This Agreement will not be construed in favor of or against either party by reason of authorship.

11.8. Execution in Counterparts. This Agreement may be executed in one or more counterparts. Each counterpart will be an original, but all such counterparts will Agreement with Smart Energy Systems, LLC/Exhibit D-Software Service Subscription Rev. 07-01-18

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constitute a single instrument.

11.9. Amendment. This Agreement may only be amended in writing by authorized representatives of each party.

12. Acceptance and Authorization
Accepted by: , Accepted by:
e;ty of Santa e1ara Smart Energy Systems, Ll..e dba Smart , Energy Water
Signature: Signature:

Name: Name:

Title: Title:

Date: Date:

Agreement with Smart Energy Systems, LLC/Exhibit D-Software Service Subscription Rev. 07-01-18

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EXHIBIT E

SEW SECURITY EXHIBIT
SEW will provide hosting at a SSAE-16 Tier Ill or higher facility as defined by the Uptime Institute, Inc. Per the hosting datacenter's disclosure policies, SEW will provide, where allowable, a copy of the datacenter's annual SSAE-16 Type 2 audit report. SEW will provide a backup hosting site with equivalent status for disaster recovery should a major catastrophic outage occur.

The hosting facility will be constructed and configured to ensure reasonable and adequate protection of the equipment in the event of a natural event considered possible forthe physical location, including but not limited to earthquake, flood, hurricane, tornado, etc.

Data Location:

The service provider shall provide its services to the Customer and its end users solely from data centers in the U.S. Storage of Customer data at rest shall be located solely in data centers in the U.S. The service provider shall not allow its personnel or contractors to store Customer data on portable devices, including personal computers, except for devices that are used and kept only at its U.S. data centers. The service provider shall permit its personnel and contractors to access Customer data remotely only as required to provide technical support.

The service provider may provide technical user support on a 24/7 basis using a Follow-the-Sun model, unless otherwise prohibited in the SLC listed in this Exhibit F.

The hosting facility must have power sufficient to support the equipment platform as configured; this includes provisions for back-up power supplies. The facility will include:
• Dual power availability to each rack unit from independent Power Distribution Units (PD Us) removes POU loss as a single point of failure • N+1 redundancy of uninterruptible power supplies
• Redundant fuel-based generator power supplies, in the event of a power failure from commercial power
The hosting facility will have reasonable and adequate heating and cooling to insure continuous operation of equipment within acceptable operational limits. The hosting facility shall include but not be limited to the following features:
• N+1 redundancy of cooling towers, water pumps and chillers • Multiple air handling units providing an additional level of redundancy • Cooling units maintain consistent environment temperature and relative humidity levels
• Rack cabinet fans to circulate warm air generated by the servers The hosting facility will have physical security to control unauthorized access to the Agreement with Smart Energy Systems, LLC/Exhibit E-SEW Security Exhibit Rev. 07-01-18

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equipment, including but not limited to:
• 24/7 on-site security guard
• Indoor and outdoor security monitoring
• Badge/picture ID access screening
• Biometric access screening
• Escort requirements for access to raised floor areas
• Logged entries for all users entering or leaving the premises The hosting facility will have data line capacity to ensure responsive access to the proposed data system by SEW employees, jurisdictions and customers.

SEW shall provide the equipment, hardware and network infrastructure necessary to operate and sustain all contracted software on behalf of customer and to provide the necessary development, test, production, and training environments.

The hosting facility will provide secure encrypted transmission of personal data to include, but not limited to, personal name and address, SSN, credit card, banking, and payment data, passwords, and any other data subject to Federal or California State data privacy protection laws, and provide protection that meets or exceeds any such statutory requirements. Secure Socket Layer (SSL) encryption will be utilized to meet this requirement.

SEW will be responsible for the data communication infrastructure that connects the data servers to the communication network (switches, etc.) SEW will maintain any service agreements for the equipment and operating systems, and maintain the equipment in optimal working order.

SEW shall provide a PCI compliant infrastructure for deployment within the data center.

SEW's applications have been developed to comply with all 12 requirements of PCI Data Security Standard, including:
• The use of a firewall within the proposed infrastructure to protect cardholder data • The use of strong passwords and password policies to ensure password protection and delineates and enforces role-based security to ensure that only authorized users and administrators can access sensitive data • The use of secured sessions to prevent any unauthorized access to sensitive cardholder data
• The use of encryption per PCI and PABP standards whenever card holder data is transmitted across open, public networks
• Adherence to all applicable industry standards for the development of secure systems and the SEW applications that operate within these systems • The assignment of unique User IDs and Passwords for each user granted access to the system
• The provision of full audit trail tracking to track and monitor all access to network Agreement with Smart Energy Systems, LLC/Exhibit E-SEW Security Exhibit Rev. 07-01-18

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resources and cardholder data
SEW will provide operational services to support the infrastructure and operating environment.

SEW shall provide the equipment, hardware and network infrastructure necessary to operate and sustain all contracted software and to provide the necessary, production, support and staging environments.

SEW shall ensure there are no covert channels to access the system and must take precautions to protect the system and data from Trojan invasion.

SEW contracts for warranty services. In the event that warranty services are required, SEW shall provide staff support sufficient to complete all necessary service and maintenance to the hardware and software platform for the duration of a Vendor-site support agreement.

SEW shall perform daily backups of the data. The images that constitute the functional system will have snapshots taken weekly and stored to the fully redundant storage system. SEW's backup strategies and fully redundant Data Recovery (DR) site ensure that a complete system rebuild of data will not be necessary. SEW will use commercially reasonable efforts to replicate all relevant agency data "in near real-time" to a geographically separate location where we have the ability to stand up the SEW application stack and restore service.

Within thirty (30) calendar days following the end of its final Subscribed Services term ("End of Term"), SEW shall provide a complete copy of Customer's data and associated documents, as updated or modified by Customer's use of the Subscribed Services, in a database dump file format. SEW will comply in a timely manner with such request, provided that Customer pays any and all unpaid amounts due to SEW.

The SEW system implementation shall provide functional equivalents of the following environments; hardware and software requirements must include provisions to support these environments:
• Support - An environment available to customers to develop and test new configurations or changes to existing configurations prior to implementation in production.
• Staging - An environment available to customers to test new SEW Automation application releases against their production configuration. New application code will be deployed to the Staging environment within one week of becoming Generally Available (GA) from Engineering. New application code will be deployed to the Support and Production environments one month after being deployed to Staging for Major releases and two weeks for Minor releases (Service Packs).
• Production - The environment used by customers, jurisdiction staff, central Agreement with Smart Energy Systems, LLC/Exhibit E-SEW Security Exhibit Rev. 07-01-18

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administrative staff, and analysts/programmers to submit, track and manage live transactions and associated data.

The Customer shall have the ability to import or export data in piecemeal at its discretion without interference from the service provider. SEW will provide the customer with a full database export on a quarterly basis at the request of Customer. The customer has the option to request a more frequent export if desired, but will not exceed one per calendar week.

SEW will respond to requests for production or support/staging environment report posting within 72 hours of the request. Reports will be reviewed for system performance and data integrity before posting. If issues are found, they will be documented and communicated back to the customer for correction. In the event that a report request is urgent, SEW will expedite this process to an extent that is reasonable for the request.

To provide the Hosting Services, SEW shall provide, host, manage and maintain the System as follows:

A. Management, Support and Maintenance of Hardware

1. SEW will provide, manage and maintain operating systems on all System environment hardware. This will involve application of any necessary patches or updates and upgrades as necessary. SEW will provide system redundancy.

2. SEW will provide, manage and maintain, for the System, the physical or virtual resources. This will involve any physical fix as needed, updates or refreshes as necessary.

B. Capacity Planning and Monitoring
SEW will be responsible for monitoring capacity and performing capacity planning to ensure the System environment has sufficient capacity to meet the service level agreements agreed upon in this Agreement.

C. Asset Management
Asset Management services provide inventory and tracking of equipment and the management of vendor-provided maintenance agreements.

SEW will perform the following tasks:

1. Manage third party vendor contracts for equipment used in support of this Agreement (rental agreements, leases, service agreements, warranties, amendments, maintenance contracts, and insurance policies) Agreement with Smart Energy Systems, LLC/Exhibit E-SEW Security Exhibit Rev. 07-01-18

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2. Provide hardware and software at the appropriate hardware and software levels to comply with vendor maintenance contracts.

3. Provide an asset tracking tool to maintain a database of asset information such as make, model, operating system, number of CPUs, amount of memory, and amount of storage.

D. Facilities Services
SEW will provide a PCI-DSS compliant facility.

E. Monitoring Server and OS

1. Monitoring Server and OS service detects and responds to up/down availability faults generated by monitored servers.

2. SEW will perform the following:
• Provide the operational support processes required for up/down monitoring
• Document and track all detected problems using the site problem management process
• Escalate all detected problems to the appropriate support personnel F. Operations Management

1. Operations Management are those activities requiring physical hands-on support. SEW shall provide skilled staff to support all operational support services at an SEW data center facility.

2. SEW will perform the following:
• Perform systems operation functions such as power on/off and start/stop/reset device intervention
• Monitor vendors on the SEW premise performing work maintenance or problem resolution work
• Maintain responsibility for procuring any expendable supplies (CDs, tapes, cleaning supplies, and so forth)
G. Operating System Management

1. SEW shall provide proper functionality of hosting software on servers.

Support is provided for operating systems and related software products.

Included are all ongoing processes to maintain supplier-supported operating platforms including preventive software maintenance services.

2. SEW will perform the following:

Agreement with Smart Energy Systems, LLC/Exhibit E-SEW Security Exhibit Rev. 07-01-18

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• Install and maintain system-level software, such as operating system and other system-level products software requiring user access • Monitor system software status and take necessary action to resolve any issues
• Perform operation system software tuning as required to maintain daily operations for SEW-provided services
• Install preventive maintenance patches deemed critical by the vendor to support system software products to prevent known problems from impacting the operating environment within 30 days of release. • Install patches per vendor instructions for security exposures deemed critical by the vendor within 30 days of release.
• Participate in the identification of connectivity and associated network problems
• Plan and implement necessary changes for the System
• Document and track all configuration management changes using the site change management process
• Provide problem escalation and interact as necessary with third-party suppliers
H. System/File Backup and Restore

1. System/File Backup and Restore Services provide the operational and management processes to backup and restore operating system.

2. SEW will perform the following:
• Design and implement the backup Plan
• Perform backups
• Provide for data restores as needed if Agency causes the need for a data restoration, Agency will be responsible for the cost of the data restore at the hourly service at the rate of $125 per hour. Standard blended rate is $150, per hour for all other professional service related activities.
• Monitor backup processes and verification of successful completion • Adjust backup and restore plans as new components are added to the System
I. Server Storage Management

1. Server Storage Management provides for the support of server directattached storage environment.

2. SEW will perform to following:
• Integrate the storage hardware and software to provide the appropriate level of capacity, scalability, and performance of the server storage hardware and software
• Manage hardware and software maintenance requirements based on Agreement with Smart Energy Systems, LLC/Exhibit E-SEW Security Exhibit Rev. 07-01-18

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the manufacturer's recommended schedule
• Implement security practices, such as logical unit masking, preventing unauthorized storage access from an unauthorized server • Maintain proper storage configuration(s) (mapping logical volumes, creating file systems, balancing 1/0 capacity)
J. Server Management Services
SEW will provide server management services.

K. Hardware Management
SEW will provide Hardware Management. Hardware management provides the services necessary to enable compute equipment to be physically installed, maintained, and kept operational.

L. Controlled Server Access
SEW will provide Controlled Server Access. Controlled server access provides the tools and processes to manage access to assets. This includes the management of user logon IDs and their access rights to system-level resources, as well as maintaining server-level security parameters and security product options.

M. Virus Protection
SEW will provide Virus Protection services. Server level anti-virus service provides anti- virus software on each server to provide protection and detection of viruses, worms, and other malicious code. The anti-virus software can be updated with current virus signatures and detection engines automatically or by file distribution software. This service also provides the means to scan the server at the system level to detect malicious code.

N. Security Event Logging
SEW will provide Security Event Logging. Security Event Logging is a detective control that enables the recording of security events on system hosts based on preset parameters. The administrative tool's logging function is enabled and the security events are retained in a record for future review.

0. Vulnerability Scan and Report
SEW will provide Vulnerability management. Vulnerability management includes preventive and detective services to identify vulnerabilities as they emerge; to prevent those vulnerabilities from affecting the in-scope systems; to detect when an in-scope system has been affected; and to cure those affected systems.

Agreement with Smart Energy Systems, LLC/Exhibit E-SEW Security Exhibit Rev. 07-01-18

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Vulnerability management includes both Vulnerability Alert management and Vulnerability Scanning processes.

Vulnerability Alert management is the preventive process that collects known vulnerabilities and prioritizes vulnerabilities based on associated risk.

Vulnerability Scanning is the detective process of identifying potential vulnerabilities on servers for exposures to such vulnerabilities.

P. Managed Cluster
SEW will provide Managed Cluster Management. Managed Cluster Management provides processes to deliver server/storage configurations clustered together in the same physical site. This is delivered through the use of hardware configuration and software to meet availability requirements.

Q. Host Based Intrusion Detection
SEW will provide Host Based Intrusion Detection. Host Based Intrusion Detection is the real-time identification, detection, and notification of suspected unauthorized intrusions on individual servers.

R. Secondary Mirrored Site Management
SEW will provide mirrored secondary site allows for replication of the primary site in the event of a natural disaster rendering the primary data center inoperable.

SEW will provide skilled staff to support all operational support services. These services include support processes necessary to provide a secondary mirrored site.

S. Data Recovery
SEW will provide multiple ways to recover data:

Suspected error conditions will be investigated and corrected by SEW personnel at SEW'S offices to the extent possible. Onsite corrections shall be at the exclusive judgement of SEW at no additional cost to the User.

User may, however, request that SEW conduct such investigations and travel to the location of the User at the User's request; User will pay SEW for reasonable travel and subsistence expenses. If SEW, in its reasonable judgment, determines that the suspected error condition was attributable to a cause other than an error in SEW'S Subscribed Service or an enhancement by SEW, the User will pay for SEWS efforts on a time and materials basis.

SEW may provide the User with unsolicited error corrections or changes to the Subscribed Service, without additional charge, which SEW Agreement with Smart Energy Systems, LLC/Exhibit E-SEW Security Exhibit Rev. 07-01-18

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determines are necessary for proper operation of its Subscribed Service, and User shall incorporate these corrections or changes into the Subscribed Service within 180 days of release by SEW. SEW will provide all documentation changes necessary as a result of changes to the software.

SEW will provide User all enhancements released by SEW as standard enhancements, and which are generally made available to other users purchasing comparable Subscribed Service during the term of this Agreement.

Agreement with Smart Energy Systems, LLC/Exhibit E-SEW Security Exhibit Rev. 07-01-18

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EXHIBIT F
SEW Standard Support Plan
Contents

1. Standard Production Support Plan ........................................................................................ 1

2. Support Plan Overview .......................................................................................................... 2 -1_ Incident and Problem Management, and Service Levels ...................................................... 2

4. Incident Prioritization and Response SLAs ............................................................................ 3 ~ Incident Reporting .................................................................................................................. 4

6. SEW System Maintenance .................................................................................................... 4 L.. SEW Enhancement Pack ...................................................................................................... 5

8. SEW Device and OS Support ................................................................................................ 5 §1 Third Party Vendor Support and Troubleshooting Services .................................................. 5 ~ SEW Support Contact Information ........................................................................................ 5

11. Service Credits ...................................................................................................................... 6 Agreement with Smart Energy Systems, LLC/Exhibit F-SEW Standard Support Plan Rev. 07-01-18

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1. Standard Production Support Plan
This standard plan covers the engagement model, roles and responsibilities, and service level expectations for the production support of Smart Energy Water (SEW) products for the utility ("Client").

2. Support Plan Overview
• Production support begins at the end of the 30-day stabilization period following solution deployment by SEW, and will continue for a period of 12 months, until the next annual renewal period.
• SEW provides support to Client's designated business or information technology points of contact, who are in turn responsible for supporting the utility end customers. • Incident reporting is available 24 hours a day, 7 days a week, and 365 days a year for severity escalations beyond Severity 0. To report an incident, visit help.smartenergywater.com, email [email protected], or call 1-877-400- 7077.
• Client support is provided during SEW business hours, which are 6:00 a.m. to 5:00 p.m. Pacific Time, Monday through Friday (excluding holidays), for Severity 1 - 4 incidents.
• Upon receipt of a support request, SEW will assess Client's designated Incident Priority Level according to the definitions stated in Section 4 and will confirm with Client's designated point of contact.
• SEW will respond to the request according to its Incident Priority Level in the Service Level Agreement (SLA) defined in Section 4. An initial response will indicate whether the issue has been replicated and confirmed, and a response of next step(s) will be provided to Client's designated point of contact. An incident resolution will indicate that the issue has been addressed and resolved, pending confirmation from Client's designated point of contact. If for any reason Client is not satisfied with the resolution, Client may request the issue to be re-opened.
• An assigned SEW client success manager will function as Client's single point of contact for all SEW support services under the plan.
• After the initial Incident Priority Level assignment and confirmation, the issue will be addressed internally by SEW according to the process stated herein. An incident response will be entered into the SEW support portal and will be available to Client following incident resolution.

3. Incident and Problem Management, and Service Levels
Levels 1 and 2 Support. Client shall be responsible for Levels 1 and 2 Support requirements.

Level 1 Support (Level 1) is defined as first-line support, including first level of utility contact such as a utility customer service representative or utility field office representative. Level 1 requests may include basic application navigation, functionality explanation, user and password management, and preliminary troubleshooting and issue analysis.

Level 2 Support (Level 2) is defined as second-line support for items which are escalated from Level 1. Level 2 support may be provided by Client staff, such as an application subject matter expert, system administrator, or technical support teams. Level 2 is responsible for assisting Agreement with Smart Energy Systems, LLC/Exhibit F-SEW Standard Support Plan Rev. 07-01-18

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Level 1 with technical issues, including preliminary technical troubleshooting, locked IP address resets, and other elevated administrative functions.

The following are Client responsibilities for Level 1 and Level 2:
(a) provide training to Level 1 and Level 2 service desk personnel before new application or functionality related to SEW products is installed into production; and (b) follow proper escalation procedures from Level 1 to Level 2 and Level 2 to Level 3. Level 1 shall at no time contact Level 3 directly.

SEW shall be responsible for:
(a) maintaining processes and/or authorized user documentation for SEW products to be able to resolve most Level 1 and Level 2 issues without requiring a transfer to specialized application support.
(b) Level 3 support, when engaged through the proper channels (only by Level 2 personnel). See section below.

Level 3 Support. SEW will support Level 3 Support requirements. Specifically, SEW will:
(a) provide Level 3 Support for SEW products including, advanced technical and system administration responsibilities which may require application log, database access, or other code-related troubleshooting;
(b) provide clearly defined points of contact, available as per the Software-as-a-Service (SaaS) or End User License (EULA) Agreement to receive and appropriately respond to notice of incidents from Level 2 personnel;
(c) provide the Service Desks with specialized applications support and/or "on call" personnel who are responsible for Level 3 support and can be contacted via channels stated in Section 1 O herein;
(d) advise Level 2 personnel and other authorized users of the estimated time required to resolve the incident after being notified and the incident being diagnosed for root cause, with such resolution time being consistent with Client's SLA for service restoration; (e) provide status updates to Level 2 personnel and other authorized users during incident resolution; and,
(f) provide support, advice, and assistance to Level 2 personnel in a manner consistent with Client's practices for the applications prior to the Commencement Date and nonprogramming activities in direct support of authorized users.

4. Incident Prioritization and Response SLAs
The level of priority and response time will be determined based off the following incident classifications:

Severity 4
Critical
Severity 3
(High)
Severit 2
Catastrophic failure - all work has halted or a work stoppage is imminent. The application s stem is unavailable or unusable.

Application inoperable or data corrupted - an application in the system is not working or has limited capability and the problem significantly impacts Client. Or, data is corrupted and work must be stopped to avoid further corruption or loss of data.

Feature not working as documented - application issue that can Agreement with Smart Energy Systems, LLC/Exhibit F-SEW Standard Support Plan Rev. 07-01-18
1 business
hour
4 business
hours
1 business

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(Standard) impact the user that does not stop the user from performing daily day business for which there is a reasonable workaround.

Severity 1
(Low)
Informational question or cosmetic issue - problem or question 3 business with day-to-day operational issues, cosmetic problem with user days interface, error in documentation.

Severity 0
Trivial)
Password resets, how to download, feature explanation, etc. N/A Incident Priority Definition
*Should an incident qualify for more than one priority level, (e.g. a cosmetic issue that could have regulatory implications), the incident shall be classified into the strictest applicable category.

5. Incident Reporting
To report an incident, visit help.smartenerqywater.com, email [email protected], or call 1-877-400-7077. Before reporting an incident to SEW/ Level 3 Support for any severity, the Client's Level 2 personnel must collect as much of the following information possible:
• Product and specific module (e.g. SCM > Billing Info) • Reproducibility (is this issue reoccurring?)
• Severity (high, low, normal)
• Due date/time (see chart above)
• Platform and/or device type (e.g. iPad Air)
• OS and OS version (can be found in device settings)
• Description
• Steps to reproduce (what steps through the application did the user take to encounter this issue?)
• Screenshots (please collect screenshots of the error, if available)

6. SEW System Maintenance
The primary point of contact for the ongoing maintenance and support of the application is your client success manager. System maintenance is an undesired but necessary function of any IT system. SEW may, at its discretion, schedule a system maintenance window, during which time normal production services may not be available. Planned system maintenance windows are mutually agreed upon with Client at the start of a project implementation. Whenever possible, SEW will attempt to schedule planned system maintenance windows to coincide with Client's own IT system maintenance windows and between the hours of 6:00 a.m. to 5:00 p.m. Pacific Time.

There may be some instances where updates may be required immediately or within a very short timeframe to maintain the security or functionality of SEW applications and services. In such cases, SEW will notify Client's designated point of contact of an unplanned system maintenance requirement and will work with Client to roll out the necessary changes during the earliest, mutually favorable time. SEW will promptly notify Client's designated point of contact of Agreement with Smart Energy Systems, LLC/Exhibit F-SEW Standard Support Plan Rev. 07-01-18

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any downtime and provide confirmation once full functionality is restored.

Utility end customers attempting to reach the portal URL or log into the mobile application during a planned or unplanned system maintenance window will receive a message substantially similar to:
"Our site is currently unavailable while we perform maintenance and system upgrades. We apologize for any inconvenience caused and appreciate your patience. Please try again at a later time."

7. SEW Enhancement Pack
After integration, an enhancement pack consists of modifications and/or other noteworthy improvements to existing product modules. Examples of enhancement packs include: adding a new feature or function to the existing solution, implementing business policy and/or process changes, and improving operational performance.

8. SEW Device and OS Support
SEW WILL NOT be required to support its applications in the following circumstances:
• On operating systems that are no longer supported and/or regularly updated by their authors
• On hardware that is no longer supported by its manufacture Maintenance for unsupported operating systems and/or hardware may be available to Client at an additional charge.

9. Third Party Vendor Support and Troubleshooting Services If SEW or Client identifies or reports an incident that reasonably necessitates third party-vendor intervention, SEW is eligible to invoice Client if additional troubleshooting support is requested and approved.

Example: Third party vendor's hardware is not properly configured to run SEW applications and ensuring operability requires technical support recourses from the third party. SEW may interface directly with third party at Client's direction if Client does not wish to manage the issue themselves.

10. SEW Support Contact Information
1 SEW Client Product Support Call [email protected] Center 2 Nu Pho [email protected]
3 Kevin Hwang [email protected]
4 Aman Singha a man. [email protected]
Contact Information
Agreement with Smart Energy Systems, LLC/Exhibit F-SEW Standard Support Plan Rev. 07-01-18 ·

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11. Service Credits

DEFINITIONS
"Monthly Uptime Percentage" is calculated by subtracting from 100% the percentage of minutes during the month in which the Service was Unavailable. Measurement of the Monthly Uptime Percentage excludes downtime resulting directly or indirectly from any SLA Exclusion. "Service Level Credit" is a dollar credit, calculated as set forth below, that SEW may credit back to an eligible Customer account. Service Level Credits are calculated as a percentage of the total charges paid by Customer (excluding one-time payments such as upfront payments) for the Service affected for the monthly billing cycle in which the Service was Unavailable. "Unavailable" means, as applicable: (i) Customer is repeatedly unable to log into the Service and the issue is not resolved within the resolution times provided by SEW; (ii) Customer experiences repeated connection request failures; (iii) Customer experiences complete lack of connectivity of external, public instances or sites lasting for more than five (5) minutes such that the Service is totally non-responsive and has no functionality, and SEW fails to restore the connectivity; (iv) Customer is unable to connect and sync mobile applications within the Service to SEW servers; and/or (v) Customer is unable to download or sync data from mobile applications within the Service to SEW servers. The foregoing events must be verifiable or replicable by SEW or its designee, and shall only count as an "unavailability" event if SEW fails to cure the incident within the Incident Prioritization and Response Time SLA provided above. Availability of SEW APls, as separate from Service access, is expressly excluded from this SLA.

SERVICE COMMITMENT
SEW will use commercially reasonable efforts to make the Service available with a Monthly Uptime Percentage of at least 99.95%, in each calendar month of the Subscription Period (the "Commitment"). In the event the Service does not meet this Commitment, Customer will be eligible to receive a Service Level Credit as described below.

SCHEDULED & EMERGENCY MAINTENANCE
SEW will maintain certain scheduled maintenance windows during which regular, planned maintenance of the Service may be performed. SEW will use commercially reasonable efforts to provide Customer with no less than twenty-four (24) hours' notice prior to Services unavailability due to planned maintenance. SEW's standard maintenance window will generally fall between the hours of 9:00 PM [21 :00) Thursday and 1 :00 AM [1 :00) Friday local time.

SEW will meet measurable standards for expected and reasonable system availability (uptime) as established under the Service Commitment above. The system must generally be available seven days a week, twenty-four hours per day. Scheduled down time is acceptable.

Unplanned down time between 6:00 am and 8:00 pm Pacific time must be to resolve production emergencies only, limited to no more than One Hundred and Twenty (120) minutes and occur no more than one time per month. In no event will any proposed standard be less than a commercially reasonable standard.

SEW will endeavor to provide as much notice as is practicable under the circumstances for patches, updates, fixes and other emergency maintenance activities which may be applied on an urgent basis.

Agreement with Smart Energy Systems, LLC/Exhibit F-SEW Standard Support Plan Rev. 07-01-18

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SEW will provide three (3) business days' notice prior to any planned network, server hardware, operating environment, or database modifications of a material nature.

SERVICE CREDITS
System availability is measured by the following formula:
x=(n-y)*100/n
Notes: (1) "x" is the uptime percentage; "n" is the total number of hours in the given calendar month minus scheduled downtime; and "y" is the total number of downtime hours in the given calendar month. (2) Specifically excluded from "n and "y" in this calculation are the exception times on scheduled upgrade and maintenance windows.
1 > 99.95% - < 99.5% 2%
2 99.5% - < 99.0% 5%
3 99.0% - < 95.0% 10%
4 95.0% - < 90.0% 15%
SEW will apply any Service Credits only against future Service payments otherwise due from Customer. Service Credits will not entitle Customer to any refund or other payment from SEW.

Service Credits may not be transferred or applied to any other account. Unless otherwise provided in the Agreement, Customer's sole and exclusive remedy for any unavailability, nonperformance, or other failure by SEW to provide the Service is the receipt of a Service Level Credit (if eligible) in accordance with the terms of this SLA.

To receive a Service Level Credit, Customer must submit a claim to SEW. To be eligible, the credit request claim must be received by the SEW within thirty (30) days after which the incident occurred and must include:

1. the words "SLA Credit Request" in the subject line;

2. the dates and times of each Unavailability incident that Customer is claiming; and

3. Customer logs that document the errors and corroborate Customer's claimed outage (any confidential or sensitive information in these logs should be removed or replaced with asterisks).

If the Monthly Uptime Percentage of such request is confirmed by SEW and is less than the Service Level Commitment, then SEW will issue the Service Level Credit to Customer within thirty (30) days following the month in which Customer's request is confirmed by SEW.

Customer's failure to provide the request and other information as required above within the allocated timeframe will disqualify Customer from receiving a Service Level Credit.

SLA EXCLUSIONS
The Service Level Commitment does not apply to any unavailability, suspension or termination of the Service or any Service performance issues: (i) caused by factors outside of SEW's Agreement with Smart Energy Systems, LLC/Exhibit F-SEW Standard Support Plan Rev. 07-01-18

Page 7 of 8 ends

reasonable control, including any force majeure event or Internet access or related problems beyond the Service demarcation point; (ii) that result from customizations (if outside of SEW's best practice recommendation(s), configuration changes, scripting, or data loss caused by or on behalf of Customer or any End User or any actions or inactions of Customer and any third parties ; (iii) that result from Customer's or any End User's or third party's equipment, software or other technology or integrations ( other than third party equipment within SEW's direct control); (iv) that result from any maintenance as provided for pursuant to the above terms; or (vii) arising from our suspension or termination of Customer's right to use the Service in accordance with the Agreement (collectively, the "SLA Exclusions"). If availability is impacted by factors other than those used in the Monthly Uptime Percentage calculation, SEW may issue a Service Level Credit with consideration to pertinent factors as assessed by SEW in its sole discretion.

Agreement with Smart Energy Systems, LLC/Exhibit F-SEW Standard Support Plan Rev. 07-01-18

Page 8 of 8 ends

EXHIBIT G
SEW Data Retention Policy
Usage Monthly read 24 months
Daily read 12 months
Hourly read 6 months
15 minute read 3 months
Billing data/Summary 24 months
User behavior 12 months
Notifications ext Message, IVR, Email logs 6 months
Audit logs 6 months
Bill PDF Storage * Add-on feature 12 months
Outage 12 months
Agreement with Smart Energy Systems, LLC/Exhibit G-SEW Data Retention Policy Rev. 07-01-18

Page 1 of 1 ends

City of Santa Clara
Agenda Report
1500 Warburton Avenue
Santa Clara, CA 95050
santaclaraca.gov
@SantaClaraCity
21-1049 Agenda Date: 10/26/2021

REPORT TO COUNCIL

SUBJECT
Action on Amendments to Agreements with Smart Energy Systems, Inc. and InfoSend, Inc. for a Customer Service Portal and Bill Print and Mail Services, respectively

COUNCIL PILLAR
Deliver and Enhance High Quality Efficient Services and Infrastructure

BACKGROUND
The Municipal Services Division of the Finance Department (“Division”) is responsible for measuring water/electric consumption, generating accurate bills, collecting revenue, and providing customer service for the City’s utility customers. The Division utilizes a utility billing system that integrates with, and are dependent on, several applications to manage and streamline its operation including meter data management, bill print and delivery, payment collection, and customer service.

The Division is currently managing several projects to streamline operations, improve customer service, and replace end-of-life systems. Such projects include upgrading the Utility Billing System, Customer Self-Service Portal and Municipal Services Contact Center System, and replacing the endof-life meter reading and cashiering systems. Others include providing support to external projects impacting the Division’s operations, such as the transition of banking services to JPMorgan Chase, replacement of the City’s permit system, and sunset of the SVP Green Power Residential Project.

The purpose of this report is to request authorization to amend agreements with Smart Energy Systems, Inc. for an online Customer Self-Service Portal and InfoSend, Inc. for bill print and mail services to extend the term and increase maximum compensation.

DISCUSSION
Smart Energy Systems
On December 11, 2018, the City Council approved an agreement with Smart Energy Systems, Inc. (Agreement) for the purchase and implementation of a new cloud-hosted Customer Self-Service Portal for Electric, Water, Sewer, and Solid Waste Disposal utility services for residents and businesses. The Agreement was the outcome of a competitive Request for Proposal (RFP) pursuant to the City’s purchasing rules. The Agreement expires on December 21, 2021.

The new portal will replace the existing, outdated self-service portal, enhancing the customer selfservice experience, streamlining the online payments of utility services, and improving customer communication and education. Implementation of the new portal was dependent on the completion of the Utility Billing System upgrade, which was delayed due to unforeseen changes needed to the City of Santa Clara Page 1 of 4 Printed on 10/21/2021
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21-1049 Agenda Date: 10/26/2021
system to address backlogs in billing due to automated meter installations and resource constraints.

Multiple projects driven by utility stakeholders requiring immediate assistance from key Finance staff, and COVID-19 Shelter in Place which suspended work on the project due to the emergency order to provide essential only services during the pandemic. The Utility Billing System upgrade went live in late summer 2021 and the issues associated with automated meter installations have been resolved; therefore, work can continue to complete implementation of the system, which is expected later this year/early next year.

The proposed Amendment No. 1 will extend the initial term of the agreement by three years, ending on December 21, 2024 to allow sufficient time to complete implementation of the system.

Amendment No.1 will also increase the maximum compensation by $396,194 for a revised not-toexceed amount of $1,653,343. Although behind schedule, system implementation is on budget per the original contract. The additional compensation is required to support the revised number of meter accounts and transactions as demonstrated in the table below:

Cost Elements Original
Amount
Amended
Amount
System Implementation (including travel expenses) $144,350 $141,350 Software Subscription (based on the number of meter
accounts)
$510,390 $761,993
Transactions-Based Fees (inbound/outbound text
notifications, Interactive Voice Response, debit/credit card processing fees, electronic check payment processing
fees, etc.)
$602,409 $750,000
Total $1,257,149 $1,653,343
The total cost for software licenses and number of transactions are forecast by staff and may change over the term of the agreement. Additionally, staff anticipates future changes to the system may be required in order to stay current with evolving payment technologies and customer service requirements. Therefore, staff is also requesting authority to execute future amendments to implement changes to the system that may be required and allow for ongoing use and support of the system.

After the initial term, price adjustments are capped at the lesser amount of 3% or the percent increase in the Consumer Price Index (CPI). Pass-through fees are not subject to the aforementioned cap and must be supported by a formal request justifying the increase.

InfoSend
In 2017, staff conducted a competitive procurement process resulting in the recommendation of award to InfoSend, Inc. which was approved by the City Council. The agreement with InfoSend terms out on June 30, 2022, inclusive of Amendments No. 1 and 2 that extended the agreement by two years from the three-year initial term.

As discussed in the Background section, the support of numerous projects was already putting a significant workload on staff prior to the COVID-19 pandemic. The impacts of COVID-19 further City of Santa Clara Page 2 of 4 Printed on 10/21/2021
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21-1049 Agenda Date: 10/26/2021
added to the Division’s workload and shifting priorities. COVID-19 related actions included staffing the drive-up window, as well as implementing programs such as the California Arrears Payment Program as mandated by the State of California to provide relief to households experiencing financial hardships due to the economic impacts of the pandemic.

Staff is recommending extending the term of the agreement with InfoSend for two additional years, ending in June 2024, which will allow the Division to focus its resources on higher priority work. Prior to June 2024, staff will conduct a competitive procurement process to assess the market for this service.

The maximum compensation under the current agreement is $1,700,000, which reflects an average annual spend of $340,000 to print and mail approximately 60,000 invoices per month. Amendment No. 3 to the Agreement will increase compensation by $680,000 for a revised not-to-exceed maximum compensation amount of $2,380,000.

Compensation under the agreement is based on a unit cost for data processing, printing, and mailing.

InfoSend has requested a 2.2% increase for the extended term effective July 1, 2022 through June 30, 2024. Staff has determined that this request is reasonable based on the Consumer Price Index annual increase of 3.7%.

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(a) as it has no potential for resulting in either a direct physical change in the environment, or a reasonably foreseeable indirect physical change in the environment.

FISCAL IMPACT
Agreement with Smart Energy Systems, Inc. for a Customer Self-Service Portal Funding is provided in the FY 2021/22 Adopted Capital Improvement Budget in the Utility Management Information Systems (UMIS) Enhancements Project budgeted in the General Government Capital Fund. The FY 2021/22 project budget is sufficient to cover the project cost, including the $396,194 in additional cost.

Agreement with InfoSend, Inc. for Bill Print and Mail Services The Municipal Services Division in the Finance Department has sufficient funding in the FY 2021/22 & 2022/23 Adopted Biennial Operating Budget to cover the estimated annual cost of $340,000.

Funding for future years is subject to Council appropriations.

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

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]> or at the City of Santa Clara Page 3 of 4 Printed on 10/21/2021
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21-1049 Agenda Date: 10/26/2021
public information desk at any City of Santa Clara public library.

RECOMMENDATION

1. Authorize the City Manager to execute Amendment No. 1 to the Agreement with Smart Energy Systems, Inc. for a cloud-hosted Customer Self-Service Portal to extend the term of the agreement by three years ending on December 31, 2024 and increase maximum compensation by $396,194 for a revised not to exceed amount of $1,653,343, subject to the appropriation of funds;

2. Authorize the City Manager to execute future amendments to the agreement with Smart Energy Systems, Inc. to extend the term and adjust compensation in the event staff’s estimates of usage are exceeded and to cover any changes to system requirements, subject to the appropriation of funds; and

3. Authorize the City Manager to execute Amendment No. 3 to the Agreement with InfoSend, Inc. for Bill Print and Mail Services to extend the term of the agreement by two years ending on June 30, 2024, and increase maximum compensation by $680,000 for a revised not to exceed amount of $2,380,000, subject to the appropriation of funds.

Reviewed by: Kenn Lee, Director of Finance
Approved by: Deanna J. Santana, City Manager

ATTACHMENTS

2. 2018 Agreement with Smart Energy Systems, Inc.

2. Amendment No. 1 to the Agreement with Smart Energy Systems, Inc.

3. 2017 Agreement with InfoSend, Inc.

4. Amendment No. 1 to the Agreement with InfoSend, Inc.

5. Amendment No. 2 to the Agreement with InfoSend, Inc.

6. Amendment No. 3 to the Agreement with InfoSend, Inc.

City of Santa Clara Page 4 of 4 Printed on 10/21/2021
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Ebix Insurance No. S200004196
AMENDMENT NO. 1

TO THE AGREEMENT FOR SERVICES

BETWEEN THE

CITY OF SANTA CLARA, CALIFORNIA,
AND
SMART ENERGY SYSTEMS, INC.

PREAMBLE
This agreement ("Amendment No. 1 ") is entered into between the City of Santa Clara, California, a chartered California municipal corporation (City), and Smart Energy Systems, Inc., a Delaware 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 The Parties previously entered into an agreement entitled "Agreement for Services between the City of Santa Clara, California and Smart Energy Systems, LLC, dated December 22, 2018 (Agreement); and
B. The Parties entered into the Agreement for the purpose of having Contractor provide a cloud-hosted Customer Self-Service Portal, and the Parties now wish to amend the Agreement to (a) assign the agreement to Smart Energy Systems, Inc., (b) extend the term of the Agreement through December 31, 2024 for a revised not-to-exceed amount of $1,653,343, and (c) add one-year options to extend the agreement as may be required, subject to the appropriation of funds.

NOW, THEREFORE, the Parties agree as follows:

AMENDMENT TERMS AND CONDITIONS

1. All references to "Smart Energy Systems, LLC dba Smart Energy Water" in this Agreement shall be replaced with "Smart Energy Systems, Inc." All rights and obligations of the City and of the Contractor under this Agreement are unaffected by this assignment.

2. Section 2 of the Agreement, entitled "Term of Agreement", is amended to read as follows:

A Term. 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 commence on December 11, 2018 and terminate on December 31, 2024 (Initial Term), inclusive, subject to the provisions of Section 7 (Termination).

Amendment No. 1 to Agreement/Smart Energy Systems, Inc.

Rev. 10/25/2019

Page 1 of 9 ends

B. Options to Extend. After the Initial Term, the City reserves the right, at its sole discretion, to extend the term of this Agreement for additional one-year terms ("Option Periods") based on the same terms and conditions, subject to compensation adjustments ap set forth in First Revised Exhibit B and appropriation of funds.

3. Section 6 of the Agreement, entitled "Compensation and Payment", is amended to read as follows:

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 First Revised Exhibit B, entitled "SCHEDULE OF FEES." The maximum compensation of this Agreement is set forth in First Revised Exhibit B, which is subject to budget appropriations and 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 be at Contractor's expense.

Contractor shall not be entitled to any payment above the maximum compensation under any circumstance without a valid amendment.

4. Section I (Project Duration and Timeline) of Exhibit A, entitled "Scope of Subscribed Services", is hereby amended by deleting the column "Payment Due" in the table.

5. Exhibit B of the Agreement, entitled "Schedule of Fees", is hereby amended to read as shown in First Revised Exhibit B, attached and incorporated into this Amendment No. 1.

6. Exhibit B-1 of the Agreement, entitled "Detailed Fee Schedule", is hereby amended to read as shown in First Revised Exhibit B-1, attached and incorporated into this Amendment No. 1.

7. Exhibit D of the Agreement, entitled "Software as a Service Subscription Agreement", is amended as follows:
a. Section 1.5 is amended to read as follows: "Initial Term" shall have the same meaning as set forth in Section 2 of the Agreement. b. Section 1.9 is amended to read as follows: "Software" means Provider's SCM software and shall include only the modules specified in Exhibit A or Change Order thereto.
c. Section 10 (Renewals) is hereby deleted in its entirety.

8. Except as set forth herein, all other terms and conditions of the A9reement shall remain in full force and effect. In case of a conflict in the terms of the Agreement and this Amendment No. 1, the provisions of this Amendment No. 1 shall control.

Amendment No. 1 to Agreement/Smart Energy Systems, Inc.

Rev. 10/25/2019

Page 2 of 9 ends

The Parties acknowledge and accept the terms and conditions of this Amendment No. 1 as evidenced by the following signatures of their duly authorized representatives.

CITY OF SANTA CLARA, CALIFORNIA
a chartered California municipal corporation
of the City Attorney
ity of Santa Clara
Dated:
"CITY"
NAJ. SANTAN
City Manager
1500 Warburton Avenue
Santa Clara, CA 95050
Telephone: (408) 615-2210
Fax: (408) 241-6771
SMART ENERGY SYSTEMS, INC.
a Delaware corporation
Dated: _0_·' _(D_'D_~_"6"_u_7~, _J-_o_'2-_\ ___ _
By (Signature): -~\~=~-. '-'--"""'--____ .---_-··_··· ______ _ Name: Harman Sandhu ----------------- Tit I e: President ----------------- Pr inc i pa I Place of 15495 Sand Canyon Ave., Suite 100 Business Address: Irvine, CA 92618 --~--------------
Em a i I Address: [email protected]
-----~~---------- Te I e phone: -'(-'90_9~)_2_17_-_3_34_4 __________ _ Fax: -'(.__9_09~)_6_14_-_7_12_5 _________ _
"CONTRACTOR"
Amendment No. 1 to AgreemenUSmart Energy Systems, Inc.

Rev. 10/25/2019

Page 3 of 9 ends

FIRST REVISED EXHIBIT B

SCHEDULE OF FEES

1. TOTAL MAXIMUM COMPENSATION
The maximum amount payable for all products and services provided under this Agreement shall not exceed One Million Six Hundred Fifty-Three Thousand Three Hundred FortyThree Dollars ($1,653,343) during the Initial Term, subject to the appropriation of funds. Any additional products or services requested by the City that would exceed the pr~ceding maximum amount will be addressed in an Amendment to the Agreement.

2. SYSTEM INSTALLATION AND DATA INTEGRATION SERVICES
Contractor shall provide system installation and data integration services as outlined in Sections G - M of Exhibit A (Scope of Subscribed Services) for a fixed fee of $124,350. Progress payments shall be made to Contractor by City based on net thirty (30) days payment terms as detailed in Table B1, following acceptance of designated milestones. All payments are based upon City's acceptance of Contractor's performance as evidenced by successful completion of all of the deliverables as set forth for each milestone. City shall have no obligation to pay unless Contractor has successfully completed and City has approved the milestone for which payment is due.

T a bl e 81 S iys t em I ns t a II a f I0n an d D a t a I n t egra f I0n F ee B rea kd own /P avmen tS C h e d ue I System Installation and Data Integration Services Amount Fee Breakdown
SCM®- Customer Web Portal and Mobile Platform V7.0 $49,500 Outage Module with Outage Notifications $8,500
SCM® - Enterprise Web Portal and Platform V2.4 $17,500
SCM® Utility Customer Service Portal (utility-facing admin/customer $0 service portal) Hosting ' $0
Maintenance & Support $0
Smart iQ Analytics - Meter Data Analytics Version 1.9 $9,700 SMS Text Notifications $9,500
IVR Notifications $7,800
Smart Mobile Workforce - Service Module V5.1 (optional) $8,650 SCM®- Smart Home Module (optional) $13,200
Total $124,350
Pavment Schedule Amount
Milestone No. 1 (25%) $31,087.50
Milestone No. 2 (25%) $31,087.50
Milestone No. 3 (15%) $18,652.50
Milestone No. 4 (15%) $18,652.50
Milestone No. 5 (10%) $12,435.00
Milestone No. 6 (10%) $12,435.00
Total Pavments $124,350.00
The additional amount of $17,000 for travel expenses will be billed as expenses are incurred.

Amendment No. 1 to AgreemenUSmart Energy Systems, Inc.

Rev. 10/25/2019

Page 4 of 9 ends

3. ANNUAL SOFTWARE SUBSCRIPTION SERVICES

3.1. The amounts in Table 82 are based upon fees as outlined in First Revised Exhibit 8- 1, Detailed Fee Schedule. Any changes in volume over and above the amounts listed under the Notes column may result in additional fees and require revisions to the Total Maximum Compensation.

Table B2: Annual Software Subscription Fee
Description Amount
Year 1 Software Subscription $132,830
Year 1 Credit (Applied in Year 2) -$57, 117
Year 2 Software Subscription (End of UAT +12 months) $228,760 Year 3 Software Subscription (Anniversary of end of UAT date) $228,760 Year 4 Software Subscription (second Anniversary of end of UAT date) $228,760 Total $761,993

3.2. City shall be invoiced for the first-year software subscription fees upon signing of the Agreement and annually thereafter upon the anniversary date of Production Deployment.

3.3. City and Contractor shall assess the number of meter accounts prio'r to each annual invoice. Contractor shall base the upcoming invoice on the number of meter accounts assessed. If the number of meter accounts exceeds 20% of the previous year, Contractor may prorate any amounts due. Contractor must provide a detailed reconciliation report to the City for any prorations.

3.4. City shall prepay a year in advance for the Software Subscription Services provided under this Agreement. In the event of early termination of the Agreement, Contractor shall refund the City on a pro-rated basis any fees paid in advance that have not been expended as of the date of termination.

4. TRANSACTION-BASED FEES

4.1. Any changes in volume over and above the assumptions may result in additional fees and require revisions to the Total Maximum Compensation.

Table B3: Transaction-Based Fees
Description Amount
Year1 II/Ill/
Year 2 (End of UAT +12 months) $250,000
Year 3 (Anniversary of end of UAT date) $250,000
Year 4 (second Anniversary of end of UAT date) $250,000 Total $750,000

4.2. Contractor will invoice the City on a monthly basis in arrears or annually, as set forth in First Revised Exhibit 8-1.

Amendment No. 1 to Agreement/Smart Energy Systems, Inc.

Rev. 10/25/2019

Page 5 of 9 ends

5. RENEWAL PERIOD COMPENSATION

5.1. Pursuant to Section 2. B of the Agreement, the City reserves the right to extend the term of this Agreement after the Initial Term for additional one-year terms ("Option Periods").

5.2. After the Initial Term, increases in the rates shall be capped at the lesser amount of 3% or the Consumer Price Index, unless otherwise approved by the City. The unit prices listed in First Revised Exhibit B-1 serve as the baseline for the recurring fees to be charged during any Option Periods.

6. ADDITIONAL SERVICES AND SOFTWARE PRODUCTS

6.1. The City may, from time to time, request in writing that Contractor perform a service or provide additional software products to ensure the system continues to meet the City's requirements. Upon Contractor's receipt of City's request, Contractor shall promptly provide City with a written quote. Upon City's written approval of the quote, Contractor shall perform such services or provide the additional software product.

6.2. Notwithstanding the foregoing, Contractor shall not perform any additional services and/or provide additional products requested by the City that would exceed the Total Maximum Compensation.

Amendment No. 1 to Agreement/Smart Energy Systems, Inc.

Rev. 10/25/2019

Page 6 of 9 ends

FIRST REVISED EXHIBIT B-1

DETAILED FEE SCHEDULE
This Exhibit provides the fee rates that Contractor may charge the City for services and products with regard to the use of the software. The City may modify this Exhibit to add/delete services and products as may be required. Such changes shall require no modification of the Agreement if the Total Maximum Compensation is not exceeded.

The unit prices set forth in the tables below shall be fixed for the Initial Term of the Agreement.

In the event the rates charge by Contractor's third-party provider for any pass-through fees exceed the increase in the CPI after the Initial Term, Contractor may pass through such increase to the City. All price increases that exceed the increase in the CPI must be supported by documentation from the third-party provider or a formal cost justification letter from Contractor.

Table B1-A -Annual Software Subscription Fee
Description of Price Notes Software I Service
SCM® - Customer For 86,000 Meter Accounts, Includes Following Modules: My Web Portal and $115,716 Account, Usage, Billing, Notifications, Connect Me, Compare, Mobile Platform V10.0 Efficiency, Service
Outage Module with For 86,000 Meter Accounts, Includes Following Modules: My $20,404 Account, Usage, Billing, Notifications, Connect Me, Compare, Outage Notifications Efficiency, Service SCM® - Enterprise For 125 Names Users, Includes Following Modules: My Web Portal and $31,533 Portfolio, Usage, Billing, Notifications, Connect Me, Compare, Platform V2.4 Efficiency, Service
SCM® Utility
Customer Service For 70 Utility Employee Users - Includes Following Modules: Portal (utility-facing $0 Dashboard, Customer Engagement Analytics, Administration, admin/customer CSR Workbench
service portal)
Hosting $0 Hosting for two years' worth of data
Maintenance & $0 Includes Support and Software Updates Support Smart iQ Analytics - For 86,000 Meter Accounts, Includes Following Modules:

Meter Data Analytics $38,488 Customers & Segments, Leakage Analytics, High Usage Version 1.9 Analytics, Program Management, Violation Management Amendment No. 1 to AgreemenUSmart Energy Systems, Inc.

Rev. 10/25/2019

Page 7 of 9 ends

Table 81-A -Annual Software Subscription Fee
Description of Price Notes Software I Service
SMS Text $420 Annual fee for Text Notification Notifications IVR Dialer System $5,900 Annual Fee for IVR Notifications Provides Random Short Code to Send Out SMS Text
Random Short Code $16,000 Messages (Required by Carriers). Optional Vanity Short Code Available at $22,800 Annual
IVR Toll Free Number $299 Annual Fee to provides Toll Free Number for Outbound/ Inbound Calls
'
Options: . . Smart Mobile For 10 Utility Field Workers, Includes Following Modules: Workforce - Service $10,000 Module V5.1 Service
SCM® - Smart Home For 86,000Meter Accounts, Allows Utility Customers to Module $12,000 Monitor/Maintain Smart Home Devices on Web Portal and Mobile
Web Portal CSR Co $500 is Annual Amount Per Agent (Equals $25 Per Month browsing / Live Chat $10,000 (assumes 20 agents) Per Agent)
SCM Language Pack $19,000 Provides Additional Language Support on Web Portal and Mobile for One Additional Language (In Addition to English) We Smart Basic $39,000 Al, natural language processing, machine learning-based Chatbot responses. Pre-programmable responses.

We Smart Advanced WeSmart Basic + Customer Account specific automated Chatbot $59,000 interactions with SCM Billing, Usage, Outage, and Service modules.

Meter Tiers Blended Fee Per Meter
0-100,000 $2.66'
100,001-150,000 (10% discount from prior bucket) $2.39
150,001-200,000 (10% discount from prior bucket)
Amendment No. 1 to Agreement/Smart Energy Systems, Inc.

Rev. 10/25/2019
$2.15

Page 8 of 9 ends

Table 81-B Monthly/Usage/Transaction-Based Fee Schedule Service Tvoe
SMS Text Notifications (Inbound) per message
SMS Text Notifications (Outbound) per messar:ie
IVR Toll Free (Inbound) per minute
IVR Toll Free (Outbound) per minute
Up to 1,000,000 Emails Per Month base fee
Debit/Credit Card Processing Fees
for Portal, Mobile, Text to Pay, IVR per
transaction and Agent Assisted
Debit/Credit Card Processing Fees per
for In-Office Payments transaction
Echecks Processing Fees for Portal,
Mobile, Text to Pay, IVR and Agent per
Assisted transaction
24 Hour IVR - English and Spanish //Ill
Return Check Fee per check
Chargeback Fees per
chargeback
Text-and-Pay /Ill/
Agent Assisted Payments and Per Agent Per Technology Support for Citizens (9:00 AM to 5:00 PM PST) Month
Amendment No. 1 to Agreement/Smart Energy Systems, Inc.

Rev. 10/25/2019
Unit Fee
$0.003
$0.008
$0.030
$0.020
$875.000
Interchange + 9 Basis Points +
$0 .10 per transaction (Visa
Mastercard, Discover)
Interchange +$0.05 per
Transaction (AmEx)
Interchange + 9 Basis Points +
$0.10 per transaction (Visa
Mastercard, Discover)
Interchange +$0.05 per
Transaction (AmEx)
$0.50 Per Transaction up to
$25,000
$0.50 + 0.15% Per Transaction
over $25,000
Includes One-Time Payment and
Recurring
Setup Fee Waived
Per Minute Fee Waived
Convenience Fee Listed Above
$1.00
$4.95
Setup Fee Waived
Per Minute Fee Waived
Convenience Fee Listed Above
$95

Page 9 of 9 ends

Ebix Insurance No. S200004196
AMENDMENT NO. 2

TO THE AGREEMENT FOR SERVICES

BETWEEN THE

CITY OF SANTA CLARA, CALIFORNIA,
AND
SMART ENERGY SYSTEMS, INC.

PREAMBLE
This Amendment No. 2 ("Amendment No. 2") is entered into between the City of Santa Clara,. California, a chartered California municipal corporation ("City"), and Smart Energy Systems, Inc., a Delaware corporation ("Contractor"). City and Contractor may be referred to individually as a "Party" or collectively as the "Parties."

The Agreement as amended by all previous amendments are collectively referred to herein as the "Agreement as Amended"; and
C. The Parties entered into the Agreement as Amended for the purpose of having Contractor provide a cloud-hosted Customer Self-Service Portal, and the Parties now wish to amend the Agreement as Amended to change the fees governing commercial credit card transactions.

NOW, THEREFORE, the Parties agree as follows:

AMENDMENT TERMS AND CONDITIONS

1. Exhibit B-1 of the Agreement as Amended, entitled "Detailed Fee Schedule" is hereby deleted in its entirety and amended and restated to read as set forth in that certain Second Revised Exhibit B-1, attached hereto.

2. Except as set forth herein, all other terms and conditions of the Agreement as Amended shall remain in full force and effect. In case of a conflict in the terms of the Agreement as Amended and this Amendment No. 2, the provisions of this Amendment No. 2 shall control.

The Parties acknowledge and accept the terms and conditions of this Amendment No. 2 as evidenced by the following signatures of their duly authorized representatives.

Amendment No. 2 to Agreement/Smart Energy Systems, Inc.

Rev. 10/25/19

Page 1 ends

CITY OF SANTA CLARA, CALIFORNIA
a chartered California municipal corporation
Dated: ~/x:)/23
G R. GOOGINS ~ -G-R_O_G_A_N _____ _
City Attorney
"CITY"
City Manager
City of Santa Clara
1500 Warburton Avenue
Santa Clara, CA 95050
Telephone: (408) 615-2210
Fax: (408) 241-6771
SMART ENERGY SYSTEMS, INC.
a Delaware corporation
Dated: Ju"Ae /,4,/ 2-f) 2~
By (Signature): Name: ==~========~======
Harman Sandhu ·============= ----------------
Tit I e: President
---------------- Pr inc i pa I Place of 15495 Sand Canyon Ave., Suite 100 Business Address: Irvine, CA 92618 ---'---------------
Em a ii Address: _h_a_rm_an_._sa_n_d_h_u@,__s_ew_.a_i _______ _ Telephone: _,(_90_9..L-)_2_17_-3_3_4_4 _________ _
Fax: (909) 614-7125
"CONTRACTOR"
Amendment No. 2 to Agreement/Smart Energy Systems, Inc.

Rev. 10/25/2019

Page 2 ends

SECOND REVISED EXHIBIT B-1

DETAILED FEE SCHEDULE
This Exhibit provides the fee rates that Contractor may charge the City for services and products with regard to the use of the software and/or services provided. The City may modify this Exhibit to add/delete services and products as may be required. Such changes shall require no modification of the Agreement if the Total Maximum Compensation is not exceeded.

The unit prices set forth in the tables below shall be fixed for the Initial Term of the Agreement.

In the event the rates charge by Contractor's third-party provider for any pass-through fees exceed the increase in the CPI (Consumer Price Index - West Region, as published by the U.S. Bureau of Labor after the Initial Term, Contractor may pass through such increase to the City. All price increases that exceed the increase in the CPI must be supported by documentation from the third-party provider or a formal cost justification letter from Contractor.

Table B1-A -Annual Software Subscription Fee
Description of Price Notes Software / Service
SCM® - Customer For 86,000 Meter Accounts, Includes Following Modules: My Web Portal and $115,716 Account, Usage, Billing, Notifications, Connect Me, Compare, Mobile Platform V10.0 Efficiency, Service
Outage Module with For 86,000 Meter Accounts, Includes Following Modules: My $20,404 Account, Usage, Billing, Notifications, Connect Me, Compare, Outage Notifications Efficiency, Service SCM® - Enterprise For 125 Names Users, Includes Following Modules: My Web Portal and $31,533 Portfolio, Usage, Billing, Notifications, Connect Me, Compare, Platform V2.4 Efficiency, Service
SCM® Utility
Customer Service For 70 Utility Employee Users - Includes Following Modules: Portal ( utility-facing $0 Dashboard, Customer Engagement Analytics, Administration, ad min/customer CSR Workbench
service portal)
Hosting $0 Hosting for two years' worth of data
Maintenance & $0 Includes Support and Software Updates Support Smart iQ Analytics - For 86,000 Meter Accounts, Includes Following Modules:

Meter Data Analytics $38,488 Customers & Segments, Leakage Analytics, High Usage Version 1.9 Analytics, Program Management, Violation Management Amendment No. 2 to AgreemenUSmart Energy Systems, Inc.

Rev. 10/25/2019

Page 1 of 3 ends

Table B1-A-Annual Software Subscription Fee
Description of Price Notes Software I Service
SMS Text $420 Annual fee for Text Notification Notifications IVR Dialer System $5,900 Annual Fee for IVR Notifications Provides Random Short Code to Send Out SMS Text
Random Short Code $16,000 Messages (Required by Carriers). Optional Vanity Short Code Available at $22,800 Annual
IVR Toll Free Number $299 Annual Fee to provides Toll Free Number for Outbound/ Inbound Calls
Options:

Smart Mobile For 1 O Utility Field Workers, Includes Following Modules: Workforce - Service $10,000 Module V5.1 Service
SCM® - Smart Home For 86,000Meter Accounts, Allows Utility Customers to Module $12,000 Monitor/Maintain Smart Home Devices on Web Portal and Mobile
Web Portal CSR Co $500 is Annual Amount Per Agent (Equals $25 Per Month browsing / Live Chat $10,000 (assumes 20 agents) Per Agent)
SCM Language Pack $19,000 Provides Additional Language Support on Web Portal and Mobile for One Additional Language (In Addition to English) We Smart Basic $39,000 Al, natural language processing, machine learning-based Chatbot responses. Pre-programmable responses.

We Smart Advanced WeSmart Basic + Customer Account specific automated Chatbot $59,000 interactions with SCM Billing, Usage, Outage, and Service modules.

Meter Tiers Blended Fee Per Meter
0-100,000 $2.66
100,001-150,000 (10% discount from prior bucket) $2.39
150,001-200,000 (10% discount from prior bucket)
Amendment No. 2 to Agreement/Smart Energy Systems, Inc.

Rev. 10/25/2019
$2.15

Page 2 of 3 ends

Table B1-B Monthly/Usage/Transaction-Based Fee Schedule Service TvDe Unit Fee
SMS Text Notifications (Inbound) per message $0.003
SMS Text Notifications (Outbound) oer messaae $0.008
IVR Toll Free (Inbound) oer minute $0.030
IVR Toll Free (Outbound) oer minute $0.020
Uo to 1,000,000 Emails Per Month base fee $875.000
Interchange + 9 Basis Points +
Debit/Credit Card Processing Fees $0.1 0 per transactioi:i (Visa for Portal, Mobile, Text to Pay, IVR per Mastercard, Discover) and Agent Assisted transaction
Interchange +$0.05 per
Transaction (AmEx)
Interchange + 9 Basis Points +
$0.10 per transaction (Visa
Debit/Credit Card Processing Fees per Mastercard, Discover) for In-Office Payments transaction . Interchange +$0.05 per Transaction (AmEx)
$0.50 Per Transaction up to
Echecks Processing Fees for Portal, $25,000
Mobile, Text to Pay, IVR and Agent per $0.50 + 0.15% Per Transaction transaction over $25,000 Assisted Includes One-Time Payment and Recurrina
Setup Fee Waived
24 Hour IVR - English and Spanish Ill/I Per Minute Fee Waived Convenience Fee Listed Above
Return Check Fee oer check $1.00
Chargeback Fees per $4.95 charaeback
Setup Fee Waiv~d
Text-and-Pay I/Ill Per Minute Fee Waived
Convenience Fee Listed Above
Agent Assisted Payments and Per Agent Per Technology Support for Citizens $95 (9:00 AM to 5:00 PM PST) Month
Table B1-C Commercial Accounts Transaction-Based Fee Schedule S~rvice Transaction Invoice Transaction Limit
Fee Tlmlna
All Visa, Mastercard, NIA (paid
American Express, by payee at $100,000
Discover Card 2.89% processing) (only applies to Mass Market Processing for accounts, not Enterprise)
Commercial Accounts
For transaction fees in Table 81-C, Contractor may increase any and all fees related to payment services one time (at any time) each 12-month period upon 30 days written notice to City; provided that, such increase shall not exceed the higher of (i) 5% or (ii) the percentage change in the Consumer Price Index, West Region, as published by the U.S. Bureau of Labor.

Amendment No. 2 to Agreement/Smart Energy Systems, Inc.

Rev. 10/2512019

Page 3 of 3 ends

DocuSign Envelope ID: EA5EFD3C-4EDC-45A7-86CF-2A 19811 BACDO Ebix Insurance No. S200004196
AMENDMENT NO. 3

TO THE AGREEMENT FOR SERVICES

BETWEEN THE

CITY OF SANTA CLARA, CALIFORNIA,
AND
SMART ENERGY SYSTEMS, INC.

PREAMBLE
This Amendment No. 3 ("Amendment No. 3") is entered into between the City of Santa Clara, California, a chartered California municipal corporation ("City"), and Smart Energy Systems, Inc., a Delaware corporation ("Contractor"). City and Contractor may be referred to individually as a "Party" or collectively as the "Parties."

RECITALS
A. The Parties previously entered into an agreement entitled "Agreement for Services between the City of Santa Clara, California and Smart Energy Systems, LLC", dated December 22, 2018 ("Agreement");
B. The Agreement was amended by Amendment No. 1, dated November 10, 2021, and Amendment No. 2, dated June 30, 2023. The Agreement as amended by all previous amendments are collectively referred to herein as the "Agreement as Amended"; and
C. The Parties entered into the Agreement as Amended for the purpose of having Contractor provide a cloud-hosted Customer Self-Service Portal, and the Parties now wish to amend the Agreement as Amended to add services for agent assisted payments.

NOW, THEREFORE, the Parties agree as follows:

AMENDMENT TERMS AND CONDITIONS

1. Exhibit A of the Agreement is hereby amended by the addition of Section N (Agent Assisted Payments) which is attached hereto and incorporated in the Agreement as Amended.

2. Exhibit B-1 of the Agreement as Amended, entitled "Detailed Fee Schedule" is hereby deleted in its entirety and amended and restated to read as set forth in that certain Third Revised Exhibit B-1, attached hereto.

3. Except as set forth herein, all other terms and conditions of the Agreement as Amended shall remain in full force and effect. In case of a conflict in the terms of Amendment No. 3 to Agreement/Smart Energy Systems, Inc.

Rev. 10/25/19

Page 1 of 7 ends

DocuSign Envelope ID: EA5EFD3C-4EDC-45A7-86CF-2A 19B11 BACDO the Agreement as Amended and this Amendment No. 3, the provisions of this Amendment No. 3 shall control.

The Parties acknowledge and accept the terms and conditions of this Amendment No. 3 as evidenced by the following signatures of their duly authorized representatives.

Approved as to Form:

CITY OF SANTA CLARA, CALIFORNIA
a chartered California municipal corporation
~
Dated: I L-($f j
GLEN
City Attorney
R. GOOGINS
~
"CITY"
City of Santa Clara
1500 Warburton Avenue
Santa Clara, CA 95050
Telephone: (408) 615-2210
Fax: (408) 241-6771
SMART ENERGY SYSTEMS, INC.
a Delaware corporation
-----
Dated : 11/6/2023
By (Signature): ~:'.::s..Jlw. Name: -+-)=f~a,-fm~ ..... a~"-n~ S-a_n_d_h_u ___________ _ Title: President
Principal Place of 15495 Sand Canyon Ave., Suite 100
Business Address: Irvine, CA 92618 --~---------------
Em a i I Address: [email protected]
Telephone: (909) 217-3344
Fax: (909) 614-7125
"CONTRACTOR"
Amendment No. 3 to Agreement/Smart Energy Systems, Inc.

Rev. 10/25/19

Page 2 of 7 ends

DocuSign Envelope ID: EA5EFD3C-4EDC-45A7-86CF-2A 19B 11 BACDO

EXHIBIT A

SCOPE OF SUBSCRIBED SERVICES
N. Agent Assisted Payments
a) Contractor shall provide training to the City's live agents on the process of transferring a customer to IVR or receiving a customer's call back from the payment call center. A customer can then elect to make a payment via IVR or speak to a payment telephone agent to make a payment.
b) Contractor shall provide its payment telephone agents all necessary training to assist customers in making credit card and ACH payments via telephone. Contractor shall develop a script, with City's approval, to be used by payment telephone agents. Phone center is PCI Level 1 compliant and complies with United States E-Verify. c) Contractor shall provide a monthly report with live agent call statistics. d) Live payment telephone agents will be available to assist customers in making credit card and ACH payments via telephone Monday through Friday, 8:00 AM to 5:00 PM Pacific Time.
e) Contractor shall provide a phone number for the live agent center. f) City shall redirect the IVR option for agent assisted payments to the number provided by Contractor.

Amendment No. 3 to Agreement/Smart Energy Systems, Inc.

Rev. 10/25/2019

Page 3 of 7 ends

DocuSign Envelope ID: EA5EFD3C-4EDC-45A 7-86CF-2A 19B 11 BACDO THIRD REVISED EXHIBIT 8-1

The unit prices set forth in the tables below shall be fixed for the Initial Term of the Agreement.

Table 81-A -Annual Software Subscription Fee
Description of Price Notes Software I Service
SCM® - Customer For 86,000 Meter Accounts, Includes Following Modules: My Web Portal and $115,716 Account, Usage, Billing, Notifications, Connect Me, Compare, Mobile Platform V10.0 Efficiency, Service
Outage Module with For 86,000 Meter Accounts, Includes Following Modules: My Outage Notifications $20,404 Account, Usage, Billing, Notifications, Connect Me, Compare, Efficiency, Service
SCM® - Enterprise For 125 Names Users, Includes Following Modules: My Web Portal and $31,533 Portfolio, Usage, Billing, Notifications, Connect Me, Compare, Platform V2.4 Efficiency, Service
SCM® Utility
Customer Service For 70 Utility Employee Users - Includes Following Modules: Portal (utility-facing $0 Dashboard, Customer Engagement Analytics, Administration, admin/customer CSR Workbench
service portal)
Hosting $0 Hosting for two years' worth of data
Maintenance & $0 Includes Support and Software Updates Support Smart iQ Analytics - For 86,000 Meter Accounts, Includes Following Modules:

Meter Data Analytics $38,488 Customers & Segments, Leakage Analytics, High Usage Version 1.9 Analytics, Program Management, Violation Management Amendment No. 3 to Agreement/Smart Energy Systems, Inc.

Rev. 10/25/2019

Page 4 ends

DocuSign Envelope ID: EA5EFD3C-4EDC-45A 7-86CF-2A 19811 BACDO Table 81-A -Annual Software Subscription Fee
Description of Price Notes Software I Service
SMS Text $420 Annual fee for Text Notification Notifications IVR Dialer System $5,900 Annual Fee for IVR Notifications Provides Random Short Code to Send Out SMS Text
Random Short Code $16,000 Messages (Required by Carriers). Optional Vanity Short Code Available at $22,800 Annual
IVR Toll Free Number $299 Annual Fee to provides Toll Free Number for Outbound/ Inbound Calls
Options: ·.·· .· • . ·. . ... >'.';. : • •,· .· ... ... .. ··•·· .. ···' ·.>;.. ;. . .; .. •·· ·• . ; .... ·· · .... ··. ···•· .· . Smart Mobile For 10 Utility Field Workers, Includes Following Modules: Workforce - Service $10,000 Module V5.1 Service
SCM® - Smart Home For 86,000Meter Accounts, Allows Utility Customers to Module $12,000 Monitor/Maintain Smart Home Devices on Web Portal and Mobile
Web Portal CSR Co $500 is Annual Amount Per Agent (Equals $25 Per Month browsing / Live Chat $10,000 (assumes 20 agents) Per Agent)
SCM Language Pack $19,000 Provides Additional Language Support on Web Portal and Mobile for One Additional Language (In Addition to English) We Smart Basic $39,000 Al, natural language processing, machine learning-based Chatbot responses. Pre-programmable responses.

We Smart Advanced WeSmart Basic + Customer Account specific automated Chatbot $59,000 interactions with SCM Billing, Usage, Outage, and Service modules.

Meter Tiers' ' .. · ..•. ·· .·•·; < ... ··. ···. .. . .. .. ·· ....... ..·'Y· .. • • . < •'•''·' •. ;.., •...•. • ·• ... )Y ) ·····.·· •; •·· .• .. ·.: .. ·•: ... ·< .. •. . .. ; /;• •.. , · .. Blended f'e'e:PerM.eter 0-100,000
100,001-150,000 (10% discount from prior bucket)
150,001-200,000 (10% discount from prior bucket)
Amendment No. 3 to Agreement/Smart Energy Systems, Inc.

Rev. 10/25/2019
$2.66
$2.39
$2.15

Page 5 of 7 ends

DocuSign Envelope ID: EA5EFD3C-4EDC-45A 7-86CF-2A 19B 11 BACDO Table 81-B Monthlv/Usaae/Transaction-Based Fee Schedule Service Tvpe Unit Fee
SMS Text Notifications (Inbound) per $0.003 message
SMS Text Notifications (Outbound) per $0.008 messaqe
IVR Toll Free (Inbound) per minute $0.030
IVR Toll Free (Outbound) per minute $0.020
Up to 1,000,000 Emails Per Month base fee $875.000
Interchange + 9 Basis Points +
$0.10 per transaction (Visa
Debit/Credit Card Processing Fees for Portal, per Mastercard, Discover) Mobile, Text to Pay, IVR and Agent Assisted transaction Interchange +$0.05 per
Transaction (AmEx)
Interchange + 9 Basis Points +
$0.10 per transaction (Visa
Debit/Credit Card Processing Fees for In-Office per Mastercard, Discover) Payments transaction
Interchange +$0.05 per
Transaction (AmEx)
$0.50 Per Transaction up to
$25,000
Echecks Processing Fees for Portal, Mobile, Text per $0.50 + 0.15% Per Transaction to Pay, IVR and Agent Assisted transaction over $25,000 Includes One-Time Payment and
Recurrinq
Setup Fee Waived
24 Hour IVR - English and Spanish Ill/I Per Minute Fee Waived Convenience Fee Listed Above
Return Check Fee per check $1.00
Chargeback Fees per $4.95 charQeback
Setup Fee Waived
Text-and-Pay Ill/I Per Minute Fee Waived
Convenience Fee Listed Above
Table 81-C Commercial Accounts Transaction-Based Fee Schedule Service Transaction Invoice Transaction Limit
Fee Timina
All Visa, Mastercard, American N/A (paid
Express, Discover Card Processing for 2.89% by payee at $100,000 processing) (only applies to Mass Market Commercial Accounts accounts not Enterprise) For transaction fees in Table B1-C, Contractor may increase any and all fees related to payment services one time (at any time) each 12-month period upon 30 days written notice to City; provided that, such increase shall not exceed the higher of (i) 5% or (ii) the percentage change in the Consumer Price Index, West Region, as published by the U.S. Bureau of Labor.

Amendment No. 3 to Agreement/Smart Energy Systems, Inc.

Rev. 10/25/2019

Page 6 of 7 ends

DocuSign Envelope ID: EA5EFD3C-4EDC-45A7-86CF-2A19811BACD0 Agent Assisted
Payments
Tier 1:
$4,000 per month
(includes 3,000 operator
minutes)
$1.50 per minute over
3,000 o erator minutes
Tier 2:
$5,750 per month
(includes 4,500 operator
minutes)
$1.50 per minute over
4,500 o erator minutes
Tier 3:
$7,550 per month
(includes 6,000 operator
minutes)
$1.50 per minute over
6,000 o erator minutes
Monthly
*Invoicing of
monthly fees for
Agent Assisted
Payments shall
commence upon
go live of the
solution.

Amendment No. 3 to Agreement/Smart Energy Systems, Inc.

Rev. 10/25/2019
Training and implementation
included.

Page 7 of 7 ends

Docusign Envelope ID: C5A8F627-A079-41 F4-AFEB-0678D8C2B1 E1 Ebix Insurance No. S200004196
AMENDMENT NO. 4

TO THE AGREEMENT FOR SERVICES

BETWEEN THE

CITY OF SANTA CLARA, CALIFORNIA,
AND
SMART ENERGY SYSTEMS, INC.

PREAMBLE
This Amendment No. 4 is entered into between the City of Santa Clara, California, a chartered California municipal corporation (City) and Smart Energy Systems, Inc., a Delaware corporation ("Contractor"). City and Contractor may be referred to individually as a "Party" or collectively as the "Parties."

RECITALS
A. The Parties previously entered into an agreement entitled "Agreement for Services between the City of Santa Clara, California and Smart Energy Systems, LLC", dated December 22, 2018 ("Agreement") for the purpose of having Contractor provide a cloud -hosted Customer Self-Service Portal; B. The Agreement was amended by Amendment No. 1, dated November 10, 2021 , Amendment No 2, dated June 30, 2023, and Amendment No. 3, dated December 5, 2023, and is again amended by this Amendment No. 4. The agreement as amended and all previous amendments are collectively referred to herein as the "Agreement as Amended"; and
C. The Parties now wish to amend the Agreement as Amended to extend the term through March 31, 2025.

NOW, THEREFORE, the Parties agree as follows :

AMENDMENT TERMS AND CONDITIONS

1. Section 2 of the Agreement as Amended , entitled "Term of Agreement", is amended to read as follows :

A. Term. 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 commence on December 11, 2018 and terminate on March 31, 2025 (Initial Term), inclusive, subject to the provisions of Section 7 (Termination).

B. Options to Extend. After the Initial Term, the City reserves the right, at its sole discretion, to extend the term of this Agreement for additional one-year Amendment No. 4 to Agreement/Smart Energy Systems, Inc.

Rev. 12/20/2024

Page 1 ends

Docusig n Envelope ID: C5A8F 627-A079-41F 4-AF EB-06 7 8D8C2 B 1 E 1 terms ("Option Periods") based on the same terms and conditions, subject to compensation adjustments as set forth in First Revised Exhibit B and appropriation of funds.

The Parties acknowledge and accept the terms and conditions of this Amendment No. 4 as evidenced by the following signatures of their duly authorized representatives.

Approved as to Form:

CITY OF SANTA CLARA, CALIFORNIA
a chartered California municipal corporation
GLEN R. GOOGINS
City Attorney
Dated: 1 / q / z.(
~
/./
...-eity
J~V Nii9R69AN
Manager
~ City of Santa Clara
"CITY"
1500 Warburton Avenue
Santa Clara, CA 95050
Telephone: (408) 615-2210
Fax: (408) 241-6771

SMART ENERGY SYSTEMS, INC
A Delaware corporation
12/23/2024
Dated :
~ DocuSigned by :

By (Signature): ~::;::;;sAE~Ji»-
--------==..:c-==="-'----------
Name: Harman Sandhu
Title: President
Principal Place of 15495 Sand Canyon Ave. , Suite 100
Business Address : Irvine, CA 92618 --~---------------- Em a i I Address : Harman [email protected] Telephone: (909) 217-3344
Fax: (909) 614-7215
"CONTRACTOR"
Amendment No. 4 to Agreement/Smart Energy Systems, Inc.

Rev. 12/20/2024

Page 2 ends

Amendment No. 5 to Agreement with Smart Energy Systems, Inc.

Fourth Revised Exhibit B-1

Page 1 of 18 ends

Ebix Insurance No. S200004196
AMENDMENT NO. 5

TO THE AGREEMENT FOR SERVICES

BETWEEN THE

CITY OF SANTA CLARA, CALIFORNIA,
AND
SMART ENERGY SYSTEMS, INC.

PREAMBLE
This Amendment No. 5 is entered into between the City of Santa Clara, California, a chartered California municipal corporation (City) and Smart Energy Systems, Inc., a Delaware corporation (Contractor). City and Contractor may be referred to individually as a “Party” or collectively as the “Parties.”

RECITALS
A. The Parties previously entered into an agreement entitled “Agreement for Services between the City of Santa Clara, California and Smart Energy Systems, LLC”, dated December 22, 2018 (Agreement) for the purpose of having Contractor provide a cloud-hosted Customer Self-Service Portal; B. The Agreement was amended by Amendment No. 1, dated November 10, 2021, Amendment No. 2, dated June 30, 2023, Amendment No. 3, dated December 5, 2023, Amendment No. 4, dated January 9, 2025, and is again amended by this Amendment No. 5. The agreement as amended and all previous amendments are collectively referred to herein as the “Agreement as Amended”; and C. The Parties now wish to amend the Agreement as Amended to extend the term through January 31, 2026 and, update compensation terms, and update exhibits.

NOW, THEREFORE, the Parties agree as follows:

AMENDMENT TERMS AND CONDITIONS

1. This Agreement as Amended, originally effective as of December 22, 2018, is hereby amended to apply retroactively from March 31, 2025 to January 31, 2026.

The parties agree that all terms, conditions, rights, and obligations set forth in this Agreement as Amended shall be deemed to have been in continuous effect from March 31, 2025, ensuring uninterrupted application as if the Agreement as Amended had not expired. The parties acknowledge and agree that the retroactive application of this Agreement as Amended is intended to preserve the continuity of their contractual relationship and to avoid any legal or practical disruptions that may have arisen due to the expiration of the original Agreement.

Amendment No. 5 to Agreement with Smart Energy Systems, Inc.

Fourth Revised Exhibit B-1

Page 2 of 18 ends

2. Section 2 of the Agreement as Amended, entitled “Term of Agreement”, amended to read as follows:

A. Term. 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 commence on December 11, 2018 and terminate on
January 31, 2026 (Initial Term), inclusive, subject to the provisions of Section 7 (Termination).

B. Option to Extend. After the Initial Term, the City
reserves the right, at its sole discretion, to extend the term of the Agreement for one additional year for the period commencing February 1, 2026 through January 31, 2027
(“Option Period”) based on the same terms and conditions, subject to compensation adjustments as set forth in the Fourth Revised Exhibit B-1 and appropriation of funds. In the event City elects to extend the term for the Option period, City shall provide written notice to Contractor at least ninety (90) days prior to the end of the Initial Term.

3. Section 7.A of the Agreement as Amended, entitled “Termination for Convenience” is deleted in its entirety and replaced with the following” A. Contractor acknowledges that City, a municipal corporation, is precluded by the California State Constitution and other laws from entering into obligations that financially bind future governing bodies, and that, therefore, nothing in this Agreement will constitute an obligation of future legislative bodies of the City to appropriate funds for the purposes of this Agreement. This Agreement will terminate immediately if funds necessary to continue the Agreement are not appropriated. Despite the foregoing, City will pay Contractor for any Services performed in accordance with this Agreement up to the date of termination, according to the rates set forth the in the Fourth Revised Exhibit B-1, entitled “Detailed Fee Schedule”.

4. First Revised Exhibit B of the Agreement as Amended, entitled “Schedule of Fees”, is hereby deleted in its entirety and replaced with the Second Revised Exhibit B, attached hereto and incorporated into this Amendment No. 5.

5. Third Revised Exhibit B-1 of the Agreement as Amended, entitled “Detailed Fee Schedule” is hereby deleted in its entirety and replaced with the Fourth Revised Exhibit B-1, attached hereto and incorporated into this Amendment No. 5.

Amendment No. 5 to Agreement with Smart Energy Systems, Inc.

Fourth Revised Exhibit B-1

Page 3 of 18 ends

Except as set forth herein, all other terms and conditions of the Agreement as Amended shall remain in full force and effect. In case of a conflict in the terms of the Agreement as Amended and this Amendment No. 5, the provisions of this Amendment No. 5 shall control.

The Parties acknowledge and accept the terms and conditions of this Amendment No. 5 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:

GLEN R. GOOGINS
City Attorney
JŌVAN D. GROGAN
City Manager
City of Santa Clara
1500 Warburton Avenue
Santa Clara, CA 95050
Telephone: (408) 615-2210
Fax: (408) 241-6771
“CITY”

SMART ENERGY SYSTEMS, INC
A Delaware corporation
Dated:

By (Signature):

Name: Harman Sandhu
Title: President
Principal Place of
Business Address:
15495 Sand Canyon Ave., Suite 100
Irvine, CA 92618
Email Address: [email protected]
Telephone: (909) 217-3344
Fax: (909) 614-7215
“CONTRACTOR”
Amendment No. 5 to Agreement with Smart Energy Systems, Inc.

Fourth Revised Exhibit B-1

Page 4 of 18 ends

SECOND REVISED EXHIBIT B

SCHEDULE OF FEES

1. TOTAL MAXIMUM COMPENSATION
The maximum amount payable for all products and services provided under this Agreement shall not exceed One Million Six Hundred Fifty-Three Thousand Three Hundred FortyThree Dollars ($1,653,343) during the Initial Term, subject to the appropriation of funds. Any additional products or services requested by the City that would exceed the preceding maximum amount will be addressed in an Amendment to the Agreement.

2. SYSTEM INSTALLATION AND DATA INTEGRATION SERVICES
Contractor shall provide system installation and data integration services as outlined in Sections G – M of Exhibit A (Scope of Subscribed Services) for a fixed fee of $124,350. Progress payments shall be made to Contractor by City based on net thirty (30) days payment terms as detailed in Table B1, following acceptance of designated milestones. All payments are based upon City’s acceptance of Contractor’s performance as evidenced by successful completion of all of the deliverables as set forth for each milestone. City shall have no obligation to pay unless Contractor has successfully completed and City has approved the milestone for which payment is due.

Table B1: System Installation and Data Integration Fee Breakdown/Payment Schedule System Installation and Data Integration Services Amount Fee Breakdown
SCM® - Customer Web Portal and Mobile Platform V7.0 $49,500 Outage Module with Outage Notifications $8,500
SCM® - Enterprise Web Portal and Platform V2.4 $17,500
SCM® Utility Customer Service Portal (utility-facing admin/customer service portal) $0
Hosting $0
Maintenance & Support $0
Smart iQ Analytics – Meter Data Analytics Version 1.9 $9,700 SMS Text Notifications $9,500
IVR Notifications $7,800
Smart Mobile Workforce – Service Module V5.1 (optional) $8,650 SCM® - Smart Home Module (optional) $13,200
Total $124,350
Payment Schedule Amount
Milestone No. 1 (25%) $31,087.50
Milestone No. 2 (25%) $31,087.50
Milestone No. 3 (15%) $18,652.50
Milestone No. 4 (15%) $18,652.50
Milestone No. 5 (10%) $12,435.00
Milestone No. 6 (10%) $12,435.00
Total Payments $124,350.00
Amendment No. 5 to Agreement with Smart Energy Systems, Inc.

Fourth Revised Exhibit B-1

Page 5 of 18 ends

The additional amount of $17,000 for travel expenses will be billed as expenses are incurred.

3. ANNUAL SOFTWARE SUBSCRIPTION SERVICES
The pro-rated subscription fees, of the amounts set forth in Table B1-A of the Fourth Revised Exhibit B-1, for the period commencing on that certain date which is the City’s acceptance and sign-off of User Acceptance Testing (UAT), and ending on January 31, 2026, shall be due on the date of UAT sign-off.

4. TRANSACTION-BASED FEES

4.1. Any changes in volume over and above the assumptions may result in additional fees and require revisions to the Total Maximum Compensation.

Table B3: Transaction-Based Fees
Description Amount
Year 1 ///////
Year 2 (End of UAT +12 months) $250,000
Year 3 (Anniversary of end of UAT date) $250,000
Year 4 (second Anniversary of end of UAT date) $250,000 Total $750,000

4.2. Contractor will invoice the City on a monthly basis in arrears as set forth in Fourth Revised Exhibit B-1.

5. RENEWAL PERIOD COMPENSATION

5.1. In the event City exercises its option to extend the term of the Agreement for the Option Period, all fees set forth in the Fourth Revised Exhibit B-1 shall automatically increase by five percent (5%). The unit prices listed in Fourth Revised Exhibit B-1 serve as the baseline for the recurring fees to be charged during any Option Periods.

5.2. Upon commencement of the Option Period, Contractor will submit an invoice for the annual subscription fees in a format approved by the City and subject to verification and approval by the City. City will pay Contractor within thirty (30) days of receipt of Contractor’s invoice.

6. ADDITIONAL SERVICES AND SOFTWARE PRODUCTS

6.1. The City may, from time to time, request in writing that Contractor perform a service or provide additional software products to ensure the system continues to meet the City’s requirements. Upon Contractor’s receipt of City’s request, Contractor shall promptly provide City with a written quote. Upon City’s written approval of the quote, Contractor shall perform such services or provide the additional software product.

6.2. Notwithstanding the foregoing, Contractor shall not perform any additional services and/or provide additional products requested by the City that would exceed the Total Maximum Compensation.

Amendment No. 5 to Agreement with Smart Energy Systems, Inc.

Fourth Revised Exhibit B-1

Page 6 of 18 ends

FOURTH REVISED EXHIBIT B-1

The unit prices set forth in the tables below shall be fixed for the Initial Term of the Agreement.

In the event the rates charge by Contractor’s third-party provider for any pass-through fees exceed the increase in the CPI (Consumer Price Index - West Region, as published by the U.S.

Bureau of Labor after the Initial Term, Contractor may pass through such increase to the City.

All price increases that exceed the increase in the CPI must be supported by documentation from the third-party provider or a formal cost justification letter from Contractor.

Table B1-A – Annual Software Subscription Fee
Description of
Software / Service Price Notes
SCM® - Customer
Web Portal and
Mobile Platform
V10.0
$115,716
For 86,000 Meter Accounts, Includes Following
Modules: My Account, Usage, Billing, Notifications,
Connect Me, Compare, Efficiency, Service
Outage Module with
Outage Notifications $20,404
For 86,000 Meter Accounts, Includes Following
Modules: My Account, Usage, Billing, Notifications,
Connect Me, Compare, Efficiency, Service
SCM® - Enterprise
Web Portal and
Platform V2.4
$31,533
For 125 Names Users, Includes Following Modules: My
Portfolio, Usage, Billing, Notifications, Connect Me,
Compare, Efficiency, Service
SCM® Utility
Customer Service
Portal
(utility-facing
admin/customer
service portal)
$0
For 70 Utility Employee Users - Includes Following
Modules: Dashboard, Customer Engagement Analytics,
Administration, CSR Workbench
Hosting $0 Hosting for two years’ worth of data
Maintenance &
Support $0 Includes Support and Software Updates
Smart iQ Analytics –
Meter Data Analytics
Version 1.9
$38,488
For 86,000 Meter Accounts, Includes Following
Modules: Customers & Segments, Leakage Analytics,
High Usage Analytics, Program Management, Violation
Management
Amendment No. 5 to Agreement with Smart Energy Systems, Inc.

Fourth Revised Exhibit B-1

Page 7 of 18 ends

Table B1-A – Annual Software Subscription Fee
Description of
Software / Service Price Notes
SMS Text
Notifications $420 Annual fee for Text Notification
IVR Dialer System $5,900 Annual Fee for IVR Notifications Random Short Code 16,000
Provides Random Short Code to Send Out SMS Text
Messages (Required by Carriers). Optional Vanity Short
Code Available at $22,800 Annual
IVR Toll Free Number $299 Annual Fee to provides Toll Free Number for Outbound / Inbound Calls
Options:

Smart Mobile
Workforce – Service
Module V5.1
$10,000 For 10 Utility Field Workers, Includes Following Modules: Service
SCM® - Smart Home
Module $12,000
For 86,000Meter Accounts, Allows Utility Customers to
Monitor/Maintain Smart Home Devices on Web Portal
and Mobile
Web Portal CSR Co
browsing / Live Chat
(assumes 20 agents)
$10,000 $500 is Annual Amount Per Agent (Equals $25 Per Month Per Agent)
SCM Language Pack $19,000
Provides Additional Language Support on Web Portal
and Mobile for One Additional Language (In Addition to
English)
We Smart Basic
Chatbot $39,000 AI, natural language processing, machine learningbased responses. Pre-programmable responses.

We Smart Advanced
Chatbot $59,000
WeSmart Basic + Customer Account specific automated
interactions with SCM Billing, Usage, Outage, and
Service modules.

Meter Tiers Blended Fee Per Meter
0-100,000 $2.66
100,001-150,000 (10% discount from prior bucket) $2.39
150,001-200,000 (10% discount from prior bucket) $2.15
Amendment No. 5 to Agreement with Smart Energy Systems, Inc.

Fourth Revised Exhibit B-1
Table B1-B Monthly/Usage/Transaction-Based Fee Schedule Service Type Unit Fee
SMS Text Notifications (Inbound) per message $0.003
SMS Text Notifications (Outbound) per message $0.008
IVR Toll Free (Inbound) per minute $0.030
IVR Toll Free (Outbound) per minute $0.020
Up to 1,000,000 Emails Per Month base fee $875.000
24 Hour IVR - English and Spanish /////
Setup Fee Waived
Per Minute Fee Waived
Convenience Fee Listed Above
Text-and-Pay /////
Setup Fee Waived
Per Minute Fee Waived
Convenience Fee Listed Above
Table B1-C: Transaction Fees
Mass Market Persona
Cards (Credit/Debit - Visa, MasterCard, Discover, Amex, Apple Pay, Google Pay) Customer
/ Transaction Type Fee per Transaction Transaction Limits Fee Model Residential
Autopay - 1.69% Minimum: $5
Maximum: $7,500
Convenience Fee (paid by
payee at processing)
Pre-Login/One-time - 1.99% Minimum: $5
Maximum: $7,500
Commercial [including
Silicon Valley Power
(“SVP”)]

2.89%
Minimum: $5
Maximum: $100,000
(Maximum only applies to
Mass Market accounts,
not Enterprise (SVP))
ACH / eCheck
Customer
/ Transaction Type Fee per Transaction Transaction Limits Fee Model Residential $0.50 per transaction Minimum: $5
Maximum: $7,500,
Convenience Fee (paid by
Commercial payee at processing)
Payments up to $25,000.00: $0.50 per transaction Minimum: $5 Maximum: $25,000
Payments exceeding $25,000.00: $0.50 per transaction +

0.15% of payment amount* Maximum: $100,000
Silicon Valley Power $0.50 per transaction + 0.15% of payment amount $10,000,000 Other Fees and Terms
• Chargebacks: $4.95 per chargeback (applicable to Cards above) • Returned ACH/Check – $1.00 per Return
• One time and AutoPay – ACH and Card are available for One Time and AutoPay. • Terms Apply: Standard card and bank terms apply.
• Maximum of 2 transactions for an account in twenty-four (24) hours. Maximum of 5 transactions for an account in month. • Any changes to these rules by City shall require a Change Request.

For transaction fees in Table B1-C, Contractor may increase any and all fees related to payment services one time (at any time) each 12-month period upon 30 days written notice to City; provided that, such increase shall not exceed the higher of (i) 5% or (ii) the percentage change in the Consumer Price Index, West Region, as published by the U.S. Bureau of Labor.
~
~
Amendment No. 5 to Agreement with Smart Energy Systems, Inc.

Fourth Revised Exhibit B-1
Table B1-D Live Agent Services
Description of
Services Monthly Fees Invoice Timing Notes
Agent Assisted
Payments
Tier 1:
$4,000 per month
(includes 3,000 operator
minutes)
$1.50 per minute over
3,000 operator minutes Monthly
*Invoicing of
monthly fees for
Agent Assisted
Payments shall
commence upon
go live of the
solution.

Training and implementation
included.

Tier 2:
$5,750 per month
(includes 4,500 operator
minutes)
$1.50 per minute over
4,500 operator minutes
Tier 3:
$7,550 per month
(includes 6,000 operator
minutes)
$1.50 per minute over
6,000 operator minutes
City hereby purchases from Provider and Provider hereby sells to City those certain POS devices identified in the table below, pursuant to the Point of Sale Device Terms and Conditions attached hereto.

Table B1-E Point of Sale Devices
Device Type Number of Devices Fee / Device
QuickSale Q2 Ethernet
or Wi-Fi No Battery
Countertop
(Receipt Printer In-Built;
Email /Text Receipts)
2 $700
The first two devices, as contemplated by this Table
B1-E, shall be provided free of charge. Any
additional devices may be purchased at the price set
forth above.

City hereby purchases from Provider and Provider hereby sells to City those certain technical live support services identified in the table below, pursuant to the Terms and Conditions for Technical Live Support Plan attached hereto.

Table B1-F Technical Live Support
Description Term Fees (USD)
This service provides City and its end users with
access to SEW’s Technical Contact Center during
City’s normal business hours where SEW’s
technical support agents will manage frontline
technical inquiries directly related to SEW’s Platform
as described in the Terms and Conditions for
Technical Live Support Plan.

Effective Date of
Amendment No. 5 through
January 31, 2026
Subscription Fee of $5,900 per
month (Includes 750 minutes per
month) WAIVED
One-time Setup Fee of $5,900
WAIVED
Amendment No. 5 to Agreement with Smart Energy Systems, Inc.

Fourth Revised Exhibit B-1
Appendix A
Point of Sale Device Purchase Terms and Conditions
In addition to and without limiting any other terms and conditions set forth in the Agreement for Services between the City of Santa Clara, California, a Chartered municipal corporation (Customer) and Smart Energy Systems, LLC, dated December 22, 2018, as amended (“Agreement”) , these Point of Sale Device Purchase Terms and Conditions (these “Terms and Conditions”) shall govern the purchase and sale of the Point of Sale Devices (“POS Devices”) identified in table B1-E of Exhibit B-1. Any capitalized terms and conditions not specifically defined herein shall have the meaning ascribed to them as defined elsewhere in the Agreement.

1. Purchase and Sale. Smart Energy Systems, LLC. dba Smart Energy Water (“Provider”) hereby sells to Customer, and Customer hereby purchased from Provider, the POS Devices pursuant to these Terms and Conditions. All sales are final, and Customer shall have no right of return any POS Devices except those which are timely and properly rejected pursuant to Section 4. In the event Customer issues a purchase order or other similar instrument in connection with the Agreement or the purchase of the POS Devices, any additional terms and conditions in Customer’s purchase order or similar instrument which conflict with, vary or add to the terms and conditions of these Terms and conditions shall be of no force and effect.

2. Shipping. Any shipping dates provided by Provider are approximate and subject to supplier’s availability and Provider’s prompt receipt from Customer of all necessary shipping information and required payments.

Shipping shall be made F.O.B. (supplier’s point of shipment). Provider may, in its sole discretion and without liability, make partial shipments of POS Devices. In addition to the purchase prices identified in the table B1-E of EXHIBIT B-1, Customer shall pay directly or reimburse Provider all for any and all shippingrelated costs, including, but not limited to, duties, taxes and fees of any nature (“Ancillary Costs”).

3. Payment Terms. If not otherwise specified in the Agreement, any all invoices shall be paid within thirty (30) days of receipt. Invoices not paid when due are subject to interest at the rate of one and one- half percent (1.5%) per month or, if less, the highest rate allowed under applicable law. Amounts payable to Provider amounts are not subject to reduction by setoff or offset. All payments to Provider shall be made in United States Dollars pursuant to Provider’s written instructions. Without limiting any of Provider’s rights or remedies available to it under these Terms and Conditions or otherwise at law, Provider reserves the right to suspend shipments of goods if Customer fails to make a payment within thirty (30) days of the applicable due date. Provider may also terminate Customer’s Agreement upon written notice in the event Customer fails to make a payment within sixty (60) days of the applicable due date.

4. Inspection and Installation. Customer shall have five (5) days from delivery to inspect the POS Devices.

Customer shall be deemed to have accepted the POS Devices for all intents and purposes unless it notifies Provider in writing of any Nonconforming Devices (as defined herein) within such time period and furnishes any supporting documentation required by Provider. “Nonconforming Devices” means only (i) POS Devices that are different from those identified in table B1-E of EXHIBIT B-1 or (ii) POS Devices’ label or packaging incorrectly identifies its contents or devices that have an obvious defect, missing parts, and/or other issue. If Customer timely and properly notifies Provider of any Nonconforming Devices, Provider shall, in its sole discretion either (i) replace such Nonconforming Device with conforming POS Devices, or (ii) credit or refund the price for such Nonconforming Device, together with shipping and handling expenses incurred by Customer in connection therewith. Customer shall ship the Nonconforming Devices to the location specified by Provider. If Provider elects to replace Nonconforming Device, Provider shall, after receiving Customer’s shipment of Nonconforming Devices, ship to Customer at Provider’s expense, the replacement devices. At the conclusion of the inspection period, title to any delivered POS Devices which are not timely and properly rejected as Nonconforming Devices shall immediately pass to Customer.

5. Activation. Upon acceptance of the POS Devices as contemplated by Section 4 above, Customer represents and warrants that: (i) it has received and accepts the POS Devices; (ii) the POS Devices and/or Software (as defined herein) (for example, the menu) was satisfactorily programmed; (iii) the POS Devices is in good working order; and (iv) the POS Devices was tested and is capable of performing Processing Services (as defined herein).

6. Safe Operation. Customer agrees to only operate the POS Devices in a manner consistent with any and all operating procedures set forth in the operator’s manual and other written documentation accompanying or relating to the POS Devices. Customer shall not remove or modify any safety device or warning sign installed on or attached to any item of POS Device.

7. General Use and Restrictions. Customer agrees to only use the POS Devices only for their intended purpose and follow Provider’s instructions regarding the use and maintenance of the POS Devices.

Customer shall notify Provider immediately upon a POS Devices or Software bug, issue, or failure. “Software” means the software programs installed on or made available through use of the POS Devices.

Customer shall not sell, assign, transfer, or lease the POS Devices and agrees not to remove, conceal or alter any markings, tags or plates attached to the POS Devices.

Amendment No. 5 to Agreement with Smart Energy Systems, Inc.

Fourth Revised Exhibit B-1

8. Taxes. Customer shall be solely responsible for all sales, use, GST, HST, VAT, excise, stamp, documentary, value added, and ad valorem taxes, license and registration fees, assessments, fines, penalties, and similar charges imposed on the ownership, possession, or use of the POS Devices by any state, local, or federal governmental or regulatory authority and shall issue, where required and requested, a valid tax exemption certificate to Provider. Customer will reimburse Provider for any of these taxes that Provider pays or advances on behalf of Customer.

9. Customer Security. Customer shall at all times remain in compliance with the applicable requirements of Payment Card Industry Data Security Standard (“PCI DSS”), including remaining aware at all times of changes to the PCI DSS and promptly implementing all procedures and practices as may be necessary to remain in compliance with the PCI DSS, in each case, at Customer’s sole cost and expense. Customer shall be solely responsible for storing and backing up Customer's data stored on the POS Devices. Provider shall have no liability to Customer for loss or destruction of Customer's data. Provider, though its payment processing affiliate, shall comply with all applicable PCI DSS requirements.

10. Certain Specifics. Customer shall be solely responsible for (i) maintaining virus protection, security, and firewall protection for all its systems, data, and overall network access, and (ii) except as set forth herein, all risk of loss, theft, damage, destruction or breach of the POS Devices from any cause whatsoever after taking possession of the POS Devices. Customer acknowledges that security and access to any POS Devices and Software located on its premises is solely the Customer’s responsibility and agrees to notify Provider immediately if POS Devices is lost, destroyed, stolen, taken by any other person, or breached.

11. Certain Waivers. CUSTOMER WAIVES ANY CLAIMS HEREUNDER AGAINST PROVIDER TO THE EXTENT ARISING FROM CUSTOMER’S FAILURE TO HAVE OR MAINTAIN CURRENT VIRUS AND

SECURITY PROTECTION, OR TO THE EXTENT ARISING AS A RESULT OF A FAILURE OR BREACH

OF CUSTOMERS SECURITY FOR ITS SYSTEMS OR DATA, OR AS A RESULT OF ANY UNAUTORIZED ACCCESS TO CUSTOMER’S POS DEVICES OR SOFTWARE.

12. Limited Warranty. The POS Devices are covered by the terms of Provider’s Standard Parts Only Warranty attached hereto as Exhibit “A” (“Limited Warranty”). Except for the foregoing Limited Warranty, Provider makes no warranties of any kind (express or implied). THE FOREGOING WARRANTY EXPRESSLY

EXCLUDES ANY POS DEVICE OR SOFTWARE WHICH HAS BEEN DAMAGED AS A RESULT OF

ACCIDENT, MISUSE, ABUSE, OR AS A RESULT OF SERVICE OR MODIFICATION BY ANYONE OTHER THAN PROVIDER OR ITS AGENT. EXCEPT AS EXPRESSLY SET FORTH ABOVE, NO OTHER

WARRANTIES, EITHER EXPRESSED OR IMPLIED, ARE MADE WITH RESPECT TO THE POS DEVICES

OR SOFTWARE, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF

MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND PROVIDER EXPRESSLY DISCLAIMS ALL WARRANTIES NOT STATED HEREIN. EXCEPT AS EXPRESSLY SET FORTH

HEREIN, CUSTOMER ASSUMES THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE POS DEVICES AND SOFTWARE. IN NO EVENT WILL PROVIDER BE LIABLE TO CUSTOMER OR

ANY OTHER PERSON FOR ANY DAMAGES, CAUSES OF ACTION ARISING OUT OF THESE TERMS

AND CONDITIONS, OR THE PROVISION OR USE OF THE POS DEVICES, INCLUDING, BUT NOT

LIMITED TO ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES, EXPENSES, LOST PROFITS, LOST

SAVINGS OR OTHER DAMAGES ARISING OUT OF THE USE OF OR INABILITY TO USE THE SYSTEM OR SOFTWARE. PROVIDER DOES NOT GUARANTEE THAT THE POS DEVICES OR SOFTWARE WILL

SATISFY CUSTOMER'S REQUIREMENTS, OR THAT THE OPERATIONS OF SUCH WILL BE UNINTERRUPTED OR ERROR FREE. THE POS DEVICES, SOFTWARE, AND PROCESSING SERVICES

ARE PROVIDED WITH ALL FAULTS AND THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY, AND EFFORT WILL BE WITH THE CUSTOMER. CUSTOMER WAIVES

ANY CLAIMS HEREUNDER AGAINST PROVIDER ARISING FROM CUSTOMER'S FAILURE TO HAVE

OR MAINTAIN CURRENT VIRUS PROTECTION, OR FROM A FAILURE OR BREACH OF CUSTOMER'S

SECURITY FOR CUSTOMER'S SYSTEMS OR DATA, OR FROM ANY UNAUTHORIZED ACCESS TO CUSTOMER'S SYSTEMS. PROVIDER FURTHER DISCLAIMS ANY RESPONSIBILITY OR LIABILITY FOR

PROBLEMS FROM CUSTOMER'S DECISION TO USE A PARTICULAR INTERNET SERVICE PROVIDER OR CUSTOMER'S ABILITY TO CONNECT TO THE INTERNET. CUSTOMER ACKNOWLEDGES THAT

ITS ABILITY TO ACCESS DATA, RECEIVE REMOTE TECHNICAL SUPPORT, AND OPERATE THE POS DEVICES, MAY BE AFFECTED BY PROBLEMS WITH CUSTOMER'S INTERNET CONNECTIVITY. ANY SUCH PROBLEMS ARE OUTSIDE OF PROVIDER'S CONTROL. CUSTOMER WAIVES ANY CLAIMS IT

MAY HAVE AGAINST PROVIDER DUE TO CUSTOMER'S INABILITY TO ACCESS DATA OR CONNECT TO THE INTERNET WHICH IS BASED ON OR ARISING OUT OF ANY OF THE FOREGOING REASONS.

13. Additional Exclusions. In addition and without limiting anything herein, the Limited Warranty expressly excludes any damage to the POS Devices which are the result of any of the following: accident or misuse, damage resulting from smashed or cracked units or screens, extraneous materials (e.g., hair, dust, soil) in the interior of a POS Device, contact with liquids, missing unit covers, fire damage, dents and broken plastic on ports or other visible damage, defects cause by any undue external influence (e.g. temperature, dropping Amendment No. 5 to Agreement with Smart Energy Systems, Inc.

Fourth Revised Exhibit B-1
the device), defects cause by use contrary to the operating documentation, and/or defects caused by use of the POS Device in combination with any third party software or device.

14. Covered Support and Maintenance. In the event Customer becomes aware of an issue potentially covered by the Limited Warranty, Customer shall initiate a support ticket pursuant to Provider’s then-current Standard Support Plan (a copy of which is available upon request). Once a ticket is created, Provider will remotely investigate, and if the matter is covered by the Limited Warranty (a “Covered Matter”), commence resolving the Covered Matter. Customer agrees to provide any reasonable assistance and otherwise comply with Provider’s reasonable instructions, including, but not limited to, shipping the POS Devices to designated locations for repair and/or replacement. Provider agrees to use its commercially-reasonable efforts to comply with the Service Level Agreements set forth in the Standard Support Plan.

15. Uncovered Support and Maintenance. If damage or defects to the POS Devices are not covered by the Limited Warranty and Provider agrees to perform any maintenance, additional fees for the processing, repair, or replacement of the POS Devices shall apply.

16. Financing Statement. Customer authorizes Provider to file Uniform Commercial Code (“UCC”) financing statements and other similar filings and recordings with respect to the POS Devices for so long as any amounts are due by Customer to Provider. Customer shall not file any corrective or termination statements or partial releases with respect to any such filings or recordings filed by Provider in connection with the POS Devices except (i) if Provider fails to file a corrective or termination statement or release on request from Customer after the expiration of the term or earlier termination or (ii) with Provider’s consent.

17. Provider’s Termination Rights. In addition to and without limiting Provider’s other rights, Provider may, without notice, suspend or terminate (a) Customer’s access to the Processing Services or (b) terminate the Agreement for any of the following reasons: (i) material breach of the Agreement or these Terms and Conditions; (ii) unlawful or unauthorized use of the POS Devices or Processing Services; (iii) unauthorized modification of the POS Devices or installation of unauthorized third-party software; (iv) failure or refusal to pay fees or charges on time; and/or (v) insolvency or bankruptcy. Provider may, in its sole discretion, withhold Customer’s funds derived from use of the Processing Services in order to satisfy all fees and charges incurred under the Agreement.

18. Effect of Termination. In the event the Agreement is terminated, regardless of cause, Provider may withhold and discontinue the disbursement for all transactions in the process of being collected and deposited.

Customer shall return all Provider property, forms, or equipment. All obligations for transactions prior to termination (including payment for chargebacks) survive termination. Provider shall not be liable to Customer for damages (including prospective sales or profits) due to termination. Upon termination, any amounts due to Provider will accelerate and be immediately due and payable, without any notice, declaration or other act whatsoever by Provider.

19. Limitation of Liability. PROVIDER AND PROVIDER'S AFFILIATES (INCLUDING PARENTS,

SUBSIDIARIES, AND OTHER RELATED ENTITIES), SUCCESSORS, AND ASSIGNS SHALL NOT BE

LIABLE TO CUSTOMER OR CUSTOMER'S OWNERS, PARTNERS, SHAREHOLDERS, AFFILIATES (INCLUDING PARENTS, SUBSIDIARIES, AND OTHER RELATED ENTITIES), SUCCESSORS, OR

ASSIGNS, FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, PUNITIVE, OR SPECIAL DAMAGES,

INCLUDING LOST PROFITS, BUSINESS INTERRUPTION, OR ECONOMIC DAMAGES (INCLUDING

THOSE ASSOCIATED WITH IMPROPER OR INADEQUATE TAXES CHARGED), OF ANY KIND,

WHETHER BASED ON CONTRACT, TORT, OR ANY OTHER THEORY ARISING OUT OF THESE

TERMS AND CONDITIONS, OR CUSTOMER'S USE (OR INABILITY TO USE) THE POS DEVICES OR SOFTWARE, EVEN IF ADVISED IN ADVANCE OF THE POSSIBILITY OF SUCH DAMAGE. IN NO EVENT

SHALL CUSTOMER BE ENTITLED TO RECOVER OR COLLECT ANY DAMAGES IN EXCESS OF THE FEES PAID TO PROVIDER DURING THAT CERTAIN THREE (3)-MONTH PERIOD IMMEDIATELY PRECEDING THE DATE OF CUSTOMER'S CLAIM OF INJURY OR DAMAGE. IN NO EVENT SHALL

PROVIDER OR PROVIDER'S AFFILIATES (INCLUDING PARENTS, SUBSIDIARIES, AND OTHER

RELATED ENTITIES), SUCCESSORS, OR ASSIGNS, BE RESPONSIBLE FOR ANY LIABILITY OR DAMAGE INCURRED AS A RESULT OF DOWNTIME OF THE POS DEVICES OR SOFTWARE.

20. Offset and Attorney’s Fees. Provider shall have the right to recoup, offset, and/or deduct any outstanding or uncollected amounts owed to Customer against any amounts Provider would otherwise be required to pay to Customer. If any action at law or in equity is necessary to enforce the terms of these Terms and Conditions, the prevailing party shall be entitled to reasonable attorneys’ fees, costs and expenses in addition to any other relief to which the prevailing party is otherwise entitled.

21. Third Party Services. The Processing Services may contain links or otherwise utilize Third Party Services (as defined herein). “Third Party Services” means services, products, or application provided by any person or entity other than Provider. Customer shall be responsible for reviewing and understanding any terms and conditions associated with the Third Party Services.

22. Exclusivity. Provider shall be Customer’s exclusive provider of the Processing Services during the term identified in the Agreement. “Processing Services” means Provider’s credit, debit, electronic payment, and Amendment No. 5 to Agreement with Smart Energy Systems, Inc.

Fourth Revised Exhibit B-1
gift card processing services whether or not processed through the POS Devices. Customer shall not use credit, debit, electronic payment, or gift card processing services from any other provider except Provider.

23. Software Updates. Provider may, in its sole discretion update or require updates to the Software. Provider shall maintain consistent with the user guides and other similar documentation, the base line functionality of the Software.

24. General. Sections 7 through 13, 18 through 20, and 24 of these Terms and Conditions, as well as any other provision that, in order to give proper effect to its intent, shall survive expiration or termination of the Agreement. All rights and remedies provided in these Terms and Conditions are cumulative and not exclusive, and the exercise by either party of any right or remedy does not preclude the exercise of any other rights or remedies that may now or subsequently be available at law, in equity, by statute, in any other agreement between the parties or otherwise. Notwithstanding the previous sentence, the parties intend that Customer’s rights under with respect to Sections 4 and 12 are Customer’s exclusive remedies in connection therewith. In the event of an express conflict between these Terms and Conditions and terms and conditions elsewhere in the Agreement or other agreement between the parties with respect to the subject matter hereof, these Terms and Conditions shall control.

APPENDIX B

STANDARD PARTS-ONLY WARRANTY

LIMITED PARTS-ONLY WARRANTY
Subject to the exclusions from coverage set forth in the Terms and Conditions above and those set forth hereinbelow, Provider warrants that (i) except for the battery, the terminal of a POS Device shall be free from any defects in materials or workmanship in accordance with the Provider’s or its supplier’s published specifications, if any, for a period of eighteen (18) months from delivery and (ii) the battery of the POS Device shall be free from any defects in materials or workmanship in accordance with the Provider’s or its supplier’s published specifications, if any, for a period of six (6) months from delivery (as applicable, the “Warranty Period”).

If, during the Warranty Period, a POS Device becomes defective in a manner inconsistent with the above limited warranty, Provider will, upon written notice of the defect received during the Warranty Period, either repair or replace, at Provider’s election, the defective POS Device. Provider’s sole obligation under this Warranty shall be to repair or replace the non-conforming products. The Warranty covers both parts and factory labor necessary to repair the defective POS Device but does not include any on-site labor costs related to diagnosis, removal, replacement, installation or repair of the defective POS Device or reinstalling the repaired or replacement POS Device.

If a replacement is not commercially practicable or cannot be provided timely, then Provider may choose, in its sole discretion, to provide a credit for the materially defective POS Device. The value of the credit shall be the replacement value of such product. A product will be considered to have a material defect or to be materially defective only if such product, when properly installed and under normal usage conditions, is unable to perform the payment processing services due to a flaw in workmanship, within the applicable Warranty Period, and is returned.

POS Devices that are found by Provider to be out-of-warranty or otherwise ineligible for warranty service will be returned, repaired or replaced at Provider’s standard fees.

Customer acknowledges that replacement parts or POS Devices provided by Provider under the Warranty may be remanufactured or reconditioned parts or POS Devices or, if the exact POS Device is no longer available, a POS Device with substantially similar functionality may be provided. Any replacement parts or POS Devices so furnished will be warranted for the remainder of the original Warranty Period or ninety days from the date of delivery of such replacement parts or POS Device, whichever is later.

The Warranty on the POS Devices shall not apply to defects or service repairs resulting from the following:
(i) Improper site preparation or maintenance, improper installation, cosmetic damage such as scratches and dents, or normal aging.
(ii) Abuse, vandalism, damage or other problems caused by accidents, misuse or negligence (including but not limited to physical damage from being struck), or use of the POS Device in a way other than as specified in the applicable Provider documentation.
(iii) Installation, alteration, disassembly, modification or relocation of the POS Device that was not approved in writing by Provider or performed by Provider.
(iv) Use of the POS Device with software, interfacing, parts or supplies not supplied by Provider. (v) Damage as a result of extreme power surge, extreme electromagnetic field or any acts of nature. (vi) Any other causes beyond the control of Provider.

Amendment No. 5 to Agreement with Smart Energy Systems, Inc.

Fourth Revised Exhibit B-1

NO AGENT OF PROVIDER IS AUTHORIZED TO ALTER OR EXTEND THE WARRANTY OBLIGATIONS OF PROVIDER. THE REMEDIES IN THIS LIMITED PRODUCT WARRANTY ARE CUSTOMER’S SOLE AND EXCLUSIVE REMEDIES.

In order to submit a claim under this Warranty, customer must contact Provider to receive a Return Material Authorization (“RMA”) number. Provider will arrange for a replacement part to be shipped to Customer and will provide a return label for returning the original product. If Customer fails to return the original product within ten (10) days of receipt of the replacement unit, Customer shall be charged the then-current price for the replacement unit.

Amendment No. 5 to Agreement with Smart Energy Systems, Inc.

Fourth Revised Exhibit B-1
Appendix C
Terms and Conditions for Technical Live Support Plan
In addition to and without limiting any other terms and conditions set forth in the Agreement for Services between the City of Santa Clara, California and Smart Energy Systems, LLC”, dated December 22, 2018, as amended (“Agreement”), these Terms and Conditions for Technical Live Support Plan (these “Terms and Conditions”) shall govern the purchase and sale of the technical live support services identified in table B1-F of Exhibit B-1. Any capitalized terms and conditions not specifically defined herein shall have the meaning ascribed to them as defined elsewhere in the Agreement.

1. Service. The Technical Live Support (Service) to be provided by Provider consists of handling and resolving inbound customer service inquiries directly related to Provider’s platform (as further described in Section 11 below) which are routed via Customer’s network platform to Provider’s Technical Support Contact Center (“Technical Calls”). The provision of the foregoing shall be referred to as the “Services.” Any and all technical support matters not expressly included in the scope of the Services shall be reported, addressed, and governed pursuant to Provider’s Product Support Desk ticketing system to be resolved according to the service level agreements and terms and conditions of Provider’s Standard Support Plan.

2. Commencement and Call Routing. The Service commences with Go-Live (as contemplated in Customer’s statement of work) when end users have access to the end user portal and continues for the duration of the subscription to the Service.

Provider will establish a direct call number for Technical Contact Center support which shall be integrated into the Customer’s call center workflow.

3. Hours and Staffing. Provider shall provide all live agent support necessary to perform the Services during Customer’s normal business hours. Provider shall be solely responsible for hiring, managing, and compensating all agents in its Technical Support Center. The Services are provided in English only.

4. Charges for Services. Usage of Services is measured and billed in 30-second increments and all call times are rounded up to the next 30-second increment, so that, for example, if a call is 110 seconds long, it will be billed as 120 seconds.

5. Monitoring. Without prior notice to Customer, Provider shall have the right to monitor and record the Technical Calls to the extent permitted by law.

6. DISCLAIMER OF WARRANTIES. PROVIDER MAKES NO REPRESENTATION OR WARRANTIES OF ANY KIND OR

NATURE, EXPRESS OR IMPLIED, AS TO ANY MANNER WHATSOEVER IN CONNECTION WITH THE SERVICES OR

RELATING TO THE AVAILABILITY, QUALITY, RELIABILITY, SUITABILITY, TIMELINESS, ACCURACY, OR COMPLETENESS OF THE SERVICES. THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITH NO WARRANTY OF IMPLIED MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

7. Certain Limitations. The Services are subject to transmission limitations caused by failures in third party telephone, satellite, internet, and/or wireless carriers, scheduled or emergency maintenance, and/or other factors out of Provider’s direct control. Customer agrees that Provider shall not be liable for any disruptions in connection with the foregoing and is not required to notify Customer of any of the foregoing.

8. Class Action Waiver. Customer waives for itself and on behalf of its end users, any right to commence or participate in any class action lawsuit against Provider and where applicable, agrees to opt out of any class action proceeding against the Provider.

9. Privacy Policy. Provider will handle any Personal Information (as defined in the SEW Technical Contact Center Privacy Policy) in a manner consistent with the then-current policy (a copy of which is attached hereto). Customer for itself and on behalf of its end users, hereby agrees that Provider may use Personal Information to (i) perform the Services; (ii) internally improve Provider’s products and services; and/or (iii) create aggregated and/or anonymized data therefrom.

10. Feedback. Customer for itself and its end users hereby grants Provider a perpetual, irrevocable, unrestricted, worldwide, royalty-free right and license, to use, exploit, and/or commercialize any Feedback (as defined herein) in any way. “Feedback” means any suggestions, comments for enhancement or functionality or any other feedback regarding Provider’s products or services.

11. Technical Calls. The Service provides first-line technical support including interactions with Customer’s end users and customer service representatives as further described in Section 11.1.

11.1. The scope of the Service is limited to the calls for technical issues related to Provider’s applications and shall not include the customer service related to an end user’s utility service account. For avoidance of doubt, the Technical Calls include, but are not limited to questions regarding:
o Registration assistance (no copy/paste functionality) o Login issues
o Basic browser assistance, changing browsers, autofill issues, locating the portal o Password issues, password resets
o Username issues and changes
o Account activation issues, resending activation emails, correcting incorrect email addresses preventing activation email to be delivered
o Portal Navigation
 How to pay a bill pre-login and post login
 Add and Delete Payment Method
 Setup Guest User accounts
 Enroll in Auto Pay
 Provide information on all registration page icons including explaining FAQs  Contact Us and Connect Me instructions
 Navigate Usage and Compare modules and set Usage Notifications  Directions to navigate to Services forms (Move In/Move Out)  Changing the language from English to Spanish and from Spanish to English Amendment No. 5 to Agreement with Smart Energy Systems, Inc.

Fourth Revised Exhibit B-1
 Customer questions on how to Sign up for E-Bills and signing up for Notification preferences
 Mobile app questions, including downloading the app, verifying app version, functionality of the app including all the above.

11.2. Technical Calls do not include software incident and problem management and/or utility customer service requests related to account management including but not limited to
o Queries about bill details, amounts, penalties, and due dates o Rates and Fees
o Explanation or queries related to usage and comparisons. o Meter read dates and meter reads
o Any data displayed except username, password, security questions, E-bill election, notification preferences o Turn Offs for non-payment
o Service restoration requests
o Maintenance or repair requests
o Conservation and utility program related queries
o Customer service complaints
o Map or location information
o Any collections activity
o Delinquency related issues or any payment arrangements or agreements o Moves questions (Move In/Move Out, Tenant questions, Owner questions) o Questions about service address, mailing address, forwarding address or previous customer address. o Questions about phone numbers or any other customer contact information o Questions about utility programs, education, tips, conservation, or any other utility services o Any changes to customer information on accounts

11.3. Software support issues that require advanced technical and system administration responsibilities, application log access, database access, or other code-related troubleshooting shall be escalated and reported to Provider’s Product Support Desk ticketing system to be resolved according to the service level agreements in Provider’s Standard Support Plan based on criticality and impact.

12. Exclusions. For the avoidance of doubt, Technical Calls do not include any instances contemplated by Section 7 of Provider’s Standard Support Plan and Provider shall have no obligation provide technical support under these terms and conditions and/or the Standard Support Plan for such instances.

Amendment No. 5 to Agreement with Smart Energy Systems, Inc.

Fourth Revised Exhibit B-1
Appendix D

SEW TECHNICAL CONTACT CENTER

PRIVACY POLICY
Last Updated: August 2023
Provider takes the privacy of its customers and its customers’ end users (“User”, “you” and “yours”) seriously. This policy outlines Provider’s policies on the privacy of Personal Information (as defined herein) that Provider may collect via the internet and/or during the delivery of the Services. Capitalized terms but specifically not defined herein shall have the meaning ascribed to them in the applicable agreement, order form, and/or terms and conditions.

As used in this Privacy Policy, “Personal Information” means information that identifies, relates to, describes, references, is capable of being associated with, or could reasonably be linked, directly or indirectly, with a particular consumer or household, such as:
• Identifiers (e.g., name, address, telephone number, email address, username); • Sensitive personal information (e.g., government identification number; racial or ethnic origin; religious beliefs; health information; contents of messages when Provider is not the recipient); • Protected classification information (e.g., race, citizenship, marital status, medical condition, sex, sexual orientation, veteran or military status);
• Biometric information (e.g., voice, keystrokes, behavioral or biological characteristics); • Internet or other similar activity (e.g., browsing history, content interactions); • Employment-related information (e.g., current or past employment); • Non-public educational information, including information protected under the Family Educational Rights and Privacy Act (20 U.S.C. Section 1232g, 34 C.F.R. Part 99);
• Commercial information (e.g., products or services purchased, obtained, or considered, or other purchasing or consuming histories or tendencies); and
• Inferences drawn from Personal Information to create a profile about preferences, characteristics, trends, predispositions, behavior, attitudes, intelligence, and aptitudes.

Personal Information does not include (i) publicly available information; (ii) aggregate information, meaning data about a group or category of services or users from which individual identities and other Personal Information has been removed; or (iii) deidentified information that cannot be easily linked back to the individual. Provider may collect Personal Information (a) in connection with the provision of the Services; (b) with Customer’s and/or an end user’s consent; (c) if Provider has a legitimate interest in doing so; and/or (d) as authorized or required by law. Personal Information as used herein includes Personal Data as defined by applicable law. Provider collects Personal Information from the following and other sources:

1. Consumers. Provider may interact with Users who call, text, message, or communicate with Provider and may collect and use Personal Information from Users via phone, text, chat, text-to-chat, email, SMS, MMS, or other channels as needed to provide the Services.

2. Customers. Provider may collect and use Personal Information when submitted via the mobile application, customer portal, or other software, such as account profile information and any Personal Information included in communications with Provider related to your subscription and/or Provider’s products and/or services. Note that you are solely responsible for ensuring you are authorized to share Personal Information with Provider for any purpose. Provider reserves the right to refuse your instructions to collect or process Personal Information about another individual without their consent or in a manner or for a purpose that Provider determines violates others’ privacy or publicity rights, and such instructions may result in termination of Services. Provider is not responsible for the privacy practices of you or any third party.

3. Inquiries. If you contact Provider as a potential new User or for any other reason, Provider may collect Personal Information from you to respond to your inquiry if you request information about Provider’s products and services, through an online form, via chat, by text, email, or by phone. Where state law allows, if you participate in a phone call with a member of Provider’s team, such call may be recorded. Provider engages in call recording for quality monitoring, and training, to improve its services, and for other internal business purposes. If you are in a state that requires notification, you will be notified if your call is being recorded. By staying on the line after receiving the notification, you consent to the call recording. If you do not consent to call recording, you may end the call or ask not to be recorded.

SECURITY
When you submit sensitive information on the Platform, your information is protected both online and offline. If Provider asks you to enter information, such as a credit card number and/or a social security number, that information is encrypted using SSL. While on a secure page, the lock icon on the bottom of Web browsers such as Microsoft Internet Explorer becomes locked, as opposed to unlocked, or open, when you are just “surfing.” While Provider uses SSL encryption to protect sensitive information online, it also protect your information offline. All of your information, not just the sensitive information mentioned above, is restricted in Provider’s offices. Only employees who need the Amendment No. 5 to Agreement with Smart Energy Systems, Inc.

Fourth Revised Exhibit B-1
information to perform a specific job (for example, billing staff or a customer service representative) are granted access to Personal Information. Provider’s employees are kept up-to-date on security and privacy practices.

WEB SERVER LOG FILES
Provider may use IP addresses to analyze trends, administer the Platform, track Users’ movements, and gather broad demographic information for aggregate use. IP addresses are not linked to Personal Information.

SHARING
We may disclose Personal Information for a business purpose to:
• Affiliates. Provider works closely with its affiliated companies (“Affiliates”) to identify mutual or shared customers and offer enhanced, integrated, or co-branded services. If you use an integrated Affiliate service with Provider’s products and/or services, Provider may disclose Personal Information to the applicable Affiliates. For example, Provider may share Personal Information for customer support purposes, marketing, or technical operations. • Service Providers. Vendors that provide Provider with services (“Service Providers”) may receive Personal Information to perform their contractual obligations to Provider. Service Providers include but are not limited to telecom providers, marketing companies, IT service providers, billing processors, and email and data hosting providers. For example, Provider may share identifiers to register your phone number or SMS campaign with its` telecom provider, subject to their terms and conditions. Provider requires all Service Providers to maintain confidentiality standards that are commercially reasonable to ensure the security of your Personal Information. The type of information that Provider provides to a Service Provider will depend on the service that they provide to Provider.
• Law Enforcement and Other Governmental Agencies. Additionally, if, in Provider’s sole discretion, then it may disclose Personal Information to law enforcement.
• Other Third Parties. As permitted by applicable law, Provider may disclose Personal Information collected to other third parties, for example: (i) if Provider goes through a business transition (e.g., merger, acquisition, or sale of a portion of Provider’s assets); (ii) to comply with a legal requirement or a court order; (iii) when Provider believes it is appropriate in order to take action regarding illegal activities or prevent fraud or harm to any person; (iv) to exercise or defend Provider’s legal claims; or (v) for any other reason with your consent. • Aggregated and Deidentified Information. Provider reserves the right to share aggregated, anonymized, or deidentified information for marketing, advertising, research or other purposes, without restriction. • Provider shall comply with applicable State and Federal laws, including but not limited to, consumer privacy, and data privacy laws, rules, and regulations, as they now exist or may hereafter be amended or changed.

CHANGES
Provider may change this policy at any time and without notice. Please check Provider’s website to ensure you have the most recent version of this policy.

City of Santa Clara
Agenda Report
1500 Warburton Avenue
Santa Clara, CA 95050
santaclaraca.gov
@SantaClaraCity
25-621 Agenda Date: 6/24/2025

REPORT TO COUNCIL

SUBJECT
Action to Authorize the City Manager to Negotiate and Execute Amendments to the Agreements for Services with Geocon Consultants, Inc. and Ninyo and Moore Geotechnical & Environmental Sciences Consultants to Provide On-Call Material Testing and Special Inspection Services for Silicon Valley Power

COUNCIL PILLAR
Deliver and Enhance High Quality Efficient Services and Infrastructure

BACKGROUND
The City of Santa Clara’s Electric Utility Department, Silicon Valley Power (SVP), continues to experience significant electric load growth driven by increased demand from customers. SVP has a long-term capital improvement strategy to expand and modernize its electric infrastructure to meet this growth. As previously discussed with the City Council, SVP’s customer demand for electric power is expected to nearly double over the next decade.

To ensure compliance with project specifications, SVP standards, building codes, industry best practices, and other applicable regulations, SVP contracts with third-party consulting firms to perform materials testing and special inspections primarily during project construction. These services include geotechnical compaction testing, concrete strength testing, masonry testing, structural steel inspections, welding inspections, asphalt testing, and other tests or inspections that may be required for a specific project.

DISCUSSION
In 2023, pursuant to Section 2.105.140(c) of the Santa Clara City Code, a formal Request for Proposals (RFP) was conducted for On-Call Material Testing and Special Inspection Services, with the award recommendation based on “best value.”
The RFP was published on the City’s e-procurement system, and five proposals were received by the submission deadline. The proposals were independently evaluated by a three-member evaluation panel against the criteria and weights published in the RFP, which included experience, technical capability, and cost. The panel selected Ninyo and Moore Geotechnical & Environmental Sciences Consultants (Ninyo) and Geocon Consultants, Inc. (Geocon) as the highest ranked firms to perform these services.

Thereafter, the City Manager executed agreements with both Ninyo and Geocon, each with a maximum compensation of $250,000 and terms ending on March 31, 2028, in accordance with the City Manager’s signature authority under Section 2.105.300 of the Santa Clara City Code.

City of Santa Clara Page 1 of 3 Printed on 6/20/2025
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25-621 Agenda Date: 6/24/2025
After further review of the anticipated service needs especially related to upcoming capital projects, staff recommend authorizing the City Manager to negotiate and execute amendments to both agreements to increase their maximum compensation up to an aggregate amount of $2,000,000.

Because Ninyo is the highest ranked firm and has been awarded all projects to date, staff anticipate negotiating and executing an amendment to the agreement with Ninyo and Moore first.

Given the potential for increased service needs due to unanticipated projects or regulatory changes, staff is seeking authorization for the City Manager to negotiate and execute further amendments to these agreements. Approval of these recommendations will ensure that there is sufficient authorization to maintain project schedules and meet project needs.

ENVIRONMENTAL REVIEW
Staff recommends that the City Council determine that the proposed actions are exempt from the California Environmental Quality Act (“CEQA”) pursuant to sections 15061(b)(3) of Title 14 of the California Code of Regulations as it can be seen with certainty that there is no possibility that the consultant services will have a significant effect on the environment. The proposed actions do not authorize any construction projects. Any such projects will require a separate CEQA determination.

FISCAL IMPACT
Sufficient funds are available in the FY 2025/26 Electric Utility Capital Fund for the specific project for which services are required and in the Electric Utility Operating Fund where required.

Budget for future years will be requested through the biennial process.

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

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] or at the public information desk at any City of Santa Clara public library.

RECOMMENDATION
Authorize the City Manager or designee to negotiate and execute amendments to the agreements with Ninyo and Moore Geotechnical & Environmental Sciences Consultants and Geocon Consultants, Inc. to provide on-call material testing and special inspection services for Silicon Valley Power for a five-year term ending on March 31, 2028, to (a) increase the aggregate maximum compensation to $2 million, (b) add or delete services consistent with the scope of services, (c) adjust future rates based on market conditions, (d) make de minimis changes, and (e) extend the term through March 31, 2033, to be funded by the Silicon Valley Power Capital or Operating Fund as applicable, subject to the appropriation of funds, and the review and approval as to form by the City Attorney.

Reviewed by: Nico Procos, Acting Director of Silicon Valley Power City of Santa Clara Page 2 of 3 Printed on 6/20/2025
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25-621 Agenda Date: 6/24/2025
Approved by: Jovan D. Grogan, City Manager

ATTACHMENTS

1. Agreement with Geocon Consultants, Inc.

2. Agreement with Ninyo and Moore Geotechnical & Environmental Sciences Consultants

3. Amendment No. 1 to Agreement with Ninyo and Moore Geotechnical & Environmental Sciences Consultants
City of Santa Clara Page 3 of 3 Printed on 6/20/2025
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EBIX Insurance No. S200004407

AGREEMENT FOR SERVICES

PREAMBLE

BETWEEN THE

CITY OF SANT A CLARA, CALIFORNIA,
AND
GEOCON CONSULT ANTS, INC.

This Agreement is entered into between the City of Santa Clara, California, a chartered California municipal corporation (City), and Geocon Consultants, Inc., a California Corporation (Contractor). City and Contractor may be referred to individually as a "Party" or collectively as the "Parties".

RECITALS
A. City desires to secure the services ("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
Exhibit D - Labor Compliance Addendum
This Agreement, including the Exhibits set forth above, contains all the agreements, representations and understandings of the Parties, and supersedes Agreement with Geocon Consultants, Inc.

Rev. 07-01-18

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and replaces any previous agreements, representations and understandings, 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 April 1, 2023, and terminate on March 31, 2028. The City reserves the right, at its own sole discretion, to extend the term of this Agreement for up to five (5) additional one-year options through March 31, 2033.

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 represents that all Services covered shall conform to the specifications and requirements of this Agreement . 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 Services, City may make corrections to those Services and charge Contractor for the cost incurred by City.

6. COMPENSATION AND PAYMENT
Maximum Total Compensation -Agreement. The maximum compensation payable by the City to Contractor shall not exceed Two Hundred Fifty Thousand Dollars ($250,000) for the Services and all associated reimbursable expenses, supplies, materials and equipment. Contractor shall not perform work without an executed amendment to this Agreement in excess of the maximum compensation.

Agreement with Geocon Consultants, Inc.

Rev. 07-01-18

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Rev. 07-01-18

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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.

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 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 Agreement with Geocon Consultants, Inc.

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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.

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: Diana Shiles
1500 Warburton Avenue
Santa Clara, CA 95050
and by e-mail at [email protected]
And to Contractor addressed as follows:

Agreement with Geocon Consultants, Inc.

Rev. 07-01-18

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Geocon Consultants, Inc.

Attention: Shane Rodacker
6671 Brisa Street, Livermore, CA 94550
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).

21. NO USE OF CITY NAME OR EMBLEM
Contractor shall not use City's name, 1ns1gnia, or emblem , or distribute any information related to the Services under this Agreement in any magazine, trade paper, newspaper or other medium without express written consent of City.

Agreement with Geocon Consultants, Inc.

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

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~:~ Dated:
~ ~ ':)~
G LENR.GOOGINS
City Attorney
Dated :
"CITY"
· y Man ger
City of Santa Clara
1500 Warburton Avenue
Santa Clara, CA 95050
Telephone: (408) 615-2210
Fax: (408) 241-6771
GEOCON CONSULTANTS, INC.
a California corporation
May 31, 2023
By (Signature): Olgltatyslgnei:lbyShaneRodacker
ON: Ci<US,
_________ ~=:i~1:=1nc.com.

Name: Shane Rodacker, PE, GE
Agreement with Geocon Consultants, Inc.

Rev. 07-01-18
Oa!e: 2023.05.3107;47:22-07'00'

Page 7 of 42 ends

Title: Vice President ------------------- Pr inc i pa I Place of Business Address: 6671 Brisa Street, Livermore, CA
Email Address: [email protected]
Telephone: _('---'-)----'(_92_5----'-)_3_71_-_59_0_0~---~----- Fax:

Agreement with Geocon Consultants, Inc.

Rev. 07-01-18
"CONTRACTOR"

Page 8 of 42 ends

EXHIBIT A

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

SECTION 1. GENERAL

1.1 Contractor shall provide on-call material testing and special inspection services as required for a variety of projects for the City's Electric Department (SVP).

1.2 Contractor shall perform the Services in accordance with the latest project specifications, SVP standard document, and other generally recognized standards Any deviations must be approved in writing by SVP.

SECTION 2. SERVICES TO BE PERFORMED
This section and Appendix A1 provide a general description of the Services that will be required by the City under this agreement. The actual Services to be performed for each project will be further described in the Work Request and in Contractor's Proposal, pursuant to the work authorization process outlined in SECTION 6.

2.1 Materials Testing

2.1.1 Obtain samples of materials at construction sites or material supplier locations and transport materials to testing laboratory.

2.1.2 Sample materials in accordance with applicable standards.

2.1.3 Perform laboratory analysis and testing of materials (in accordance with applicable standards) to determine material characteristics.

2.1.4 Develop reports summarizing the results of laboratory analysis and testing.

2.1.5 Report on analysis of compliance of materials with relevant plans and specifications and conclude if material is compliant or non-compliant.

2.1.6 Review construction material submittals for conformance with plans and specifications.

2.1.7 Observe and verify materials at construction sites conform to plans and specifications.

2.1.8 Perform testing of in-place materials.

2.1.9 Conduct material plant inspections and review plant quality control procedures.

Agreement with Geocon Consultants, lnc./Exhibit A-Scope of Services Rev. 07-01-18

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2.2 Special Inspections

2.2.1 Provide special inspections and testing per Chapter 17 of the 2016 California Building Code (CBC) or such other code version applicable to the project.

2.2.2 Observe the construction work for conformance with the approved design drawings and specifications, and applicable workmanship provisions of the CBC.

2.2.3 Perform special inspections on a continuous basis meaning that the special inspector shall be on site in the general area at all times observing the work requiring special inspection. Periodic inspections may be approved by the City based on a separate written plan reviewed and approved by the City and/or Engineer-of-Record.

2.2.4 Coordinate and/or perform the required testing. Ensure only approved testing agencies sample, transport and test materials.

2.2.5 Bring non-conforming items to the immediate attention of the Contractor and note in a daily report. If any such item is not resolved in a timely manner or is about to be incorporated into the work, notify the City immediately by telephone or in person, the City's designated representative, and the Engineer-of-Record.

2.2.6 Furnish weekly reports of inspections directly to the City, Engineer-ofRecord, City's designated representative, and others as designated. The weekly reports are to include the following:

2.2.6.1 Description of inspections made with locations.

2.2.6.2 List of all non-conforming items.

2.2.6.3 Indication of how non-conforming items were resolved or indicate unresolved items as applicable.

2.2.6.4 Itemize changes authorized by Engineer-of-Record or City representative if not included in non-conformance items.

2.2.7 Ensure that an adequate number of pre-qualified inspection personnel are on the project, based on the intensity of activities, quality of work being performed and the various operations occurring.

2.2.8 Submit a final signed report to the City project representative and/or City Project Manager stating that all items requiring special inspection were fulfilled and reported and, to the best of the inspector's knowledge, in conformance with the approved design drawings, specifications, approved change orders and the applicable workmanship provisions of Agreement with Geocon Consultants, lnc./Exhibit A-Scope of Services Rev. 07-01-18

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the CBC. Items not in conformance, unresolved items or any discrepancies in inspection coverage (i.e.: missed inspections, period inspections when continuous was required, etc.) shall be specifically itemized in this report. The report shall be stamped and signed by a licensed Civil Engineer.

SECTION 3. REPORTS

3.1 Inspection Reports
The inspector of record and special inspector shall furnish inspection reports to the SVP onsite representatives and the Engineer-of-Record. Reports shall indicate if the work inspected was completed in conformance to approved construction documents. Contractor shall immediately bring any discrepancies to the attention of the SVP onsite representatives and construction contractor for correction. If the discrepancies are not corrected by the construction contractor, Contractor shall report the discrepancies to the SVP onsite representatives and to the Engineerof-Record prior to the completion of that phase of work.

3.2 Test Plan
Contractor shall submit a proposed test plan including a list of equipment to be used for performing the special inspections for SVP's approval prior to beginning any testing.

3.3 Written Records
Contractor shall maintain a written record of all tests showing at a minimum the following information:

3.3.1 Unique report identification number

3.3.2 Date

3.3.3 Project name

3.3.4 Personnel performing the test

3.3.5 Equipment or material tested, and results

3.3.6 Location of test

3.3.7 Brief description

3.3.8 Detailed description

3.3.9 Plan or specification reference

3.3.1 O Photos
Agreement with Geocon Consultants, lnc./Exhibit A-Scope of Services Rev. 07-01-18

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3.4 Test Reports
Contractor shall submit weekly test reports to the City in electronic and paper formats. The City will not approve any request for payments until receipt of such reports.

3.5 Final Test Reports
Contractor shall submit signed copies of the final test report to SVP for approval.

The final test report must contain a table of contents, summary of testing results, an index, and a statement that all inspection items have passed. The report must be submitted in electronic format (PDF or Microsoft Word) and one (1) hard copy.

The City will not approve final payment until receipt of the final test report.

3.6 Summary Reports
Contractor shall submit a Summary Report at least once a week. The report should contain the following information:

3.6.1 Unique report identification number

3.6.2 Date

3.6.3 Project name

3.6.4 Personnel making the test

3.6.5 Equipment or material tested, and results

3.6.6 Location of test

3.6. 7 Brief description

3.6.8 Any additional information that may be requested by SVP SECTION 4. COMPLETION OF WORK
All Services shall be completed in a timely, efficient manner as provided in the applicable Purchase Order/ Emergency Work Order.

SECTION 5. HOURS AND DAYS OF SERVICE
Contractor will generally perform the required Services during regular business hours which is between 7:00 AM - 7:00 PM PST/PDT, Monday through Friday. SVP will, at its discretion, allow access during non-business hours when required.

Agreement with Geocon Consultants, lnc./Exhibit A-Scope of Services Rev. 07-01-18

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SECTION 6. WORK AUTHORIZATION PROCESS
Contractor acknowledges that Contractor is one of two firms selected to perform On-Call Civil Material Testing and Special Inspection Services, pursuant to two separate agreements (collectively, the "On-Call Civil Material Testing and Special Inspection Services Agreements"). Actual work will be assigned as set forth below.

6.1 Non-Emergency Work

6.1.1 When services are required, SVP will notify one or more contractors under contract for On-Call Civil Material Testing and Special Inspection Services to provide a proposal for the work. SVP will provide a description of the work required, the basis of the award, the deadline for response, and any other relevant information (Work Request).

6.1.2 Contractor shall prepare and submit a proposal (Proposal) for each Work Request that includes:

6.1.2.1 A work plan that includes a detailed description by task of the Services to be performed.

6.1.2.2 A project timeline/schedule with discussion on any activities that may impact the project timeline/schedule.

6.1.2.3 A list of Contractor's personnel and subcontractors including subcontractor Department of Industrial Relations (DIR) number where required.

6.1.2.4 Any required drawings or documents.

6.1.2.5 A list of City responsibilities.

6.1.2.6 An itemized cost proposal showing:

6.1.2.6.1 Hours and hourly rates by position as listed in Appendix B1 for both Contractor and subcontractor
personnel if applicable. Indicate labor subject to
prevailing wage requirements.

6.1.2.6.2 Parts/materials

6.1.2.6.3 Laboratory fees

6.1.2.6.4 Rental and/or specialty equipment

6.1.2.6.5 Reimbursable/Out-of-Pocket expenses, in
accordance with the limitations set forth in Exhibit B.

6.1.2.6.6 Any additional costs
Agreement with Geocon Consultants, lnc./Exhibit A-Scope of Services Rev. 07-01-18

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City Council and Authorities ConcurrentJune 24, 2025

City Council and Authorities Concurrent
June 24, 2025