CT 9649 (Modification 3) — Santa Monica City Council, March 14, 2023

1 THIRD MODIFICATION OF AGREEMENT NO. 9649 (CCS)
This Third Modification of Agreement Number 9649 (CCS) (“Third Modification”), entered into as of _________________(“Execution Date”), by and between the City of Santa Monica, a municipal corporation (“City”), and N. Harris Computer Corporation (“Consultant”) is made with reference to the following:

RECITALS
A. On or about January 25, 2006, the City and Consultant entered into a Hardware Purchase and Software License Agreement (“Original License”) for the acquisition of a utility billing system entitled NorthStar Customer Information System (“Northstar”) for use by the City (“Original Agreement”).

B. On or about March 5, 2013, the City and Consultant entered into Agreement Number 9649 (CCS) for Professional Services and to Modify the Original License to Include a software Upgrade (“2013 Agreement”).

C. On or about October 1, 2015, the City and Consultant entered into a First Modification of 2013 Agreement (“First Modification”) to include the Miscellaneous Receivables module as an additional Licensed Product and for additional services.

D. On or about April 25, 2018, the City and Consultant entered into a Second Modification of 2013 Agreement (“Second Modification”) to provide the City with a perpetual nonexclusive license for CustomerConnect and provide a Utilization Review.

E. The City and Consultant desire to modify the Agreement to supersede the terms and conditions of the Second Modification with the terms and conditions of this Third Modification to migrate to the new version of Northstar. The Original License, 2013 Agreement, First Modification, and Second Modification may be referred to collectively herein as “the Agreement.”

TERMS AND CONDITIONS
Now, therefore, the undersigned parties do hereby mutually agree to modify the Agreement as follows:

1. Second Modification Superseded and Replaced.

The terms and conditions of the Second Modification, including Exhibit A-2 and Exhibit B-2, shall be superseded and replaced in their entirety with the terms and conditions of this Third Amendment, including Exhibit A-3 and Exhibit B-3.

2. Section 2 of the Agreement entitled “Services to be Performed by Consultant” shall be modified by adding the following paragraph:

Additional Services. Consultant will perform all of the services (“Additional Services”) described in Exhibit A-3, Scope of Services.

DocuSign Envelope ID: 5DF0E8DE-3F75-417B-BE26-41EE075CFCF4 6/16/2020
2 Consultant will complete the Additional Services in accordance with Exhibit B-3, Budget.

3. Exhibit A-3 and Exhibit B-3 are attached hereto and incorporated herein by this reference.

4. Compensation. Compensation for the Additional Services described in Exhibit A-3 shall not exceed $433,162 as set forth in Exhibit B-3. Total compensation for the Agreement shall not exceed $812,703.

5. Except as expressly modified by this Third Modification, all other terms and conditions of the Agreement shall be and remain in full force and effect.

IN WITNESS WHEREOF, the parties have executed this Third Modification as of the date and year first written above.

ATTEST:
______________________________

DENISE ANDERSON-WARREN
City Clerk
APPROVED AS TO FORM:
______________________________

LANE DILG
City Attorney

CITY OF SANTA MONICA,
a municipal corporation
By: ______________________________

RICK COLE
City Manager
ABC Corporation
#VENDOR
By: _______________________________
DocuSign Envelope ID: 5DF0E8DE-3F75-417B-BE26-41EE075CFCF4 6/11/2020
Interim City Attorney
George S. Cardona
6/15/2020
NorthStar Utilities
Vice President, Sales & Marketing
Sean Sykes
City Attorney
Lane Dilg
6/16/2020
City Clerk
6/17/2020
Denise Anderson-Warren
Exhibit A-3
Scope of Work
DocuSign Envelope ID: 5DF0E8DE-3F75-417B-BE26-41EE075CFCF4 Statement of Work:
mCare 6 Implementation
City of Santa Monica
April 28, 2020
Version 1.0
SOW VALID UNTIL: June 28, 2020
DocuSign Envelope ID: 5DF0E8DE-3F75-417B-BE26-41EE075CFCF4

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Revision Control
Document Title: Santa Monica – NorthStar mCare 6 Implementation SOW Version Date Author Details / Comments
Version 1.0 04-28-2020 P. Sekhon Initial Draft
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TABLE OF CONTENTS
1 Introduction ....................................................................................................................................4

1.1 Objective..................................................................................................................................4 2 Service Description..........................................................................................................................5

2.1 Areas within Scope...................................................................................................................5

2.2 Areas Out of Scope...................................................................................................................8 3 Estimated Timeline........................................................................................................................10 4 Change Management Process.......................................................................................................11 5 Fees & Payment Schedule .............................................................................................................12

5.1 Fees .......................................................................................................................................12

5.2 Payment Schedule..................................................................................................................12

5.3 Travel and Living Expenses.....................................................................................................13 6 Termination...................................................................................................................................14 7 Project Assumptions .....................................................................................................................15 8 Document Acceptance and Signoff................................................................................................17 Appendix A - NorthStar mCare 6 – Hardware Requirements ................................................................18 Appendix B – License Terms & Agreement............................................................................................20 Appendix C – NorthStar mCare 6 Feature Guide ...................................................................................24 DocuSign Envelope ID: 5DF0E8DE-3F75-417B-BE26-41EE075CFCF4

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1 INTRODUCTION
This Statement of Work (SOW) defines the work to be performed by NorthStar Utilities Solutions, hereafter referred to as “NorthStar”, an unincorporated division of N. Harris Computer Corporation, for the Santa Monica, hereafter referred to as “Santa Monica”, to migrate from the NorthStar mCare 1 application to NorthStar’s mCare 6 platform. This SOW includes a high level timeline, fees, and other terms and conditions specific to the services requested by Santa Monica.

The purpose of this document is to provide information on the features and value of mCare 6, along with the level of effort associated with the implementation, for those customers upgrading from the mCare 1 application.

1.1 Objective
The overall project objective is to provide Santa Monica with a ‘workforce management’ solution that will address daily operations challenges and provides measurable benefits for in-field staff around performance, safety and job satisfaction.

The high level objectives of this project are to:
• Install, configure and implement core mCare 6 solution defined in section 2. This solution will be installed on a Santa Monica premise based server.
• Deliver system training designed to develop user competency with the use and configuration of the mCare 6 solution.

Changes to this document shall be made through a change management process as described later in this SOW.

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2 SERVICE DESCRIPTION

2.1 Areas within Scope

2.1.1 Implementation Scope
All activities to be performed remotely, unless otherwise stated.

NorthStar will deploy two instances of the mCare platform and applications in the Santa Monica environment: one Test instance and one Production instance.

2.1.2 Project Management
A NorthStar Project Manager (PM) will be the primary point of contact for Santa Monica on the mCare 6 implementation. The PM has the overall accountability to successfully deliver the services required for a successful mCare 6 implementation within agreed upon timeframe and budget. The project team will directly report to the PM and the PM will have the authority and support to manage the project team in the best interest of the project. The PM is also accountable for the following high-level project activities:
• Interface with Santa Monica assigned PM.
• Conduct regular internal project meetings to ensure that all aspects of the project are understood by the team and that progress and risks are properly reported. • Conduct regular project meetings with Santa Monica.
• Review of project status, schedule, risks, resources as well as any other issues that may affect the success the project.

2.1.3 mCare Installation & Configuration
• Santa Monica will be provided with an mCare Deployment guide as part of the project kick off.

Santa Monica IT will be responsible for obtaining and installing the necessary applications detailed in Appendix A – Hardware Requirements prior to the installation of mCare 6. • mCare 6 has dependencies on NorthStar database and code libraries being up-to-date. Santa Monica’s production environment will need to be patched up to the latest CIS maintenance release prior to the commencement of the mCare 6 project.

2.1.4 mCare Functional Review
• A NorthStar Technical Consultant will perform a code review of mCare 1 to determine what customizations, if any, had been made for Santa Monica. Once this analysis is complete a DocuSign Envelope ID: 5DF0E8DE-3F75-417B-BE26-41EE075CFCF4

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NorthStar Application Consultant will conduct a functional review with Santa Monica to identify where this custom programming has been replaced by mCare 6 core functionality, what new mCare 6 functionality will be utilized and what custom modifications will no longer be available for Santa Monica.

2.1.5 mCare Training

2.1.5.1 Onsite End User Training; 4 days onsite
mCare Administrator Training Session:
• mCare Administrator training is held with those users who will be responsible for maintaining the application post Go LIVE. This session will be a combination of hands on configuration and process training. The NorthStar Consultant will show administrators how to manage users, roles and permissions and will familiarize them with those elements of the mCare application that they have the ability to update and/or add content to. An example of administrator training is installing and configuring the mCare Field App.
mCare Dispatch Training Session
• The mCare Dispatch training session will introduce those who will be responsible for assigning work to Field Service Representatives. As part of the session we provide a walk-through of the basic functionality to assist with understanding the mCare solution and features to managing service orders and requests.
mCare Office Training Session
• The mCare Office training session will introduce those who will be responsible for reviewing and approving field completed work by FSRs. As part of the session we provide a walk-through of the basic functionality to assist with understanding the mCare solution and features to managing service orders and requests.
mCare Field Service Representative Training Session
• The mCare FSR training session will introduce those who will be responsible for carrying out work in the field to mCare features for mobile devices.

2.1.6 mCare 6 User Acceptance Testing (UAT)
• NorthStar will provide Santa Monica UAT test plan and the mCare 6 User Guide for User Acceptance testing. Upon completion of testing Santa Monica will submit a signed copy of the DocuSign Envelope ID: 5DF0E8DE-3F75-417B-BE26-41EE075CFCF4

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UAT test plan confirming all areas of mCare 6 have been successfully reviewed as a prerequisite for NorthStar to schedule the Go LIVE activities.
• Santa Monica will have two weeks to complete the initial round of User Acceptance Testing.

During that two week period NorthStar will work with Santa Monica to remediate all priority 1 issues. Santa Monica will then have one week of final Acceptance testing prior to scheduling Go LIVE.
• If a project delay is encountered due to external factors outside of NorthStar’s control, and User Acceptance Testing needs to extend beyond the initial two week and subsequent one week windows for UAT remediation testing NorthStar and Santa Monica will analyze the results of this external factor on the project timeline to determine if there is a need for a change request to reflect a substantial change to the project plan, budget, or timeline.

2.1.7 Go LIVE and Go LIVE Support
• NorthStar will deploy mCare 6 to production; including clearing the mCare database and repointing to NorthStar production database.
• NorthStar will create a copy of the mCare 6 instance which will become mCare TEST. • NorthStar will provided dedicated support for 10 business days post Go LIVE before transitioning to NorthStar Support Services.

2.1.8 Santa Monica Responsibilities
Following are the key responsibilities of Santa Monica under this agreement:
• Purchasing MS-SQL license – if required.
• Mobile devices ready to run mCare Field App.
• Installing and configuring mCare Field App
• Ensuring NorthStar has direct, dedicated remote technical connection capabilities with administration access to any server that the NorthStar applications reside on for the duration of the upgrade project
• Ensuring that underlying infrastructure for mCare is acquired and installed by the required time per agreed upon project plan (Note: minimum specifications for servers and workstations should be discussed and agreed upon at commencement of project)
• Installing server with appropriate network connectivity • Installing operating system and partitioning disk space • Installing database software
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• Creating users at the operating system level
• Installing VPN connection
• Configuring back up and maintenance routines for new database • Testing hardware components and environment
• Conducting mCare Acceptance testing
• Leading Go LIVE activities
• Timely completion of the mCare Configuration checklist

2.1.9 Engagement Completion Criteria
The Engagement is deemed completed once upgraded application has been deployed to the live environment for twenty business days and that any Priority 1 items raised during that period have been resolved. NorthStar has the exclusive right to classify call types according the definitions below.

Call Type Definition
Priority 1 – Urgent or High Priority • System Down (Software Application, Hardware, Operating System, Database) • Impacts Critical Business Function without a workaround • Performance issues of severe nature impacting critical processes.

Priority 2 – Medium Priority • System errors that have workarounds • Impact to business function is not critical:
• Performance issues not impacting critical processes
• Usability issues
• Workstation connectivity issues (Workstation specific) Priority 3 – Low Priority • Minimal or no impact to critical business function • Report formatting issues
• Training questions, how to, or implementing new processes • Aesthetic issues
• Issues with workarounds for large majority of accounts • Recommendations for enhancements on system changes
• Questions on documentation

2.2 Areas Out of Scope
Anything in this section and not listed in the above “Areas within Scope” is considered out of scope for this SOW. Specific items that are currently out of scope of this engagement include:
• Single Sign-on Authentication with mCare 6 and CIS
• Integration with a GIS system.
• Supporting third party workforce and service order integration • Any customizations made to mCare 1 that are not part of current functionality within mCare 6. • Any standard mCare 1 functionality that is not part of current functionality within mCare 6. • Database maintenance and backups (As part of the mCare 6 implementation, the NorthStar team will work with the customer to ensure that they understand what the requirements are for backup and frequency of backups)
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• Go LIVE cutover taking place on during regular business hours. If the customer requires a Go LIVE on a weekend or weekday evening outside of business hours, a change order for the overtime work may be required.
• Training of Santa Monica’s customers.

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3 ESTIMATED TIMELINE
The estimated duration of this engagement is approximately 7 weeks. The possibility and feasibility of a reduced duration will be evaluated during the Customer Preparation phase as it will depend on availability of resources and involvement of Santa Monica Team members. Adherence to the project plan and timeline is critical. NorthStar will prepare a formal project plan and timeline. Santa Monica will review, provide comments on, and provide NorthStar with approval of the project plan and timeline.

Timeline Phase Activities
Week 1 • Project Kick Off
• Customer Preparation
Week 2 • mCare 6 Installation
• mCare Functional Review
Week 3 • mCare Configuration & Training Onsite
Week 4 • User Acceptance Testing & Issues Remediation
Week 5 • User Acceptance Testing & Issues Remediation
Week 6 • Go LIVE
• Post Go LIVE Support
Week 7 • Post Go LIVE Support
• Transition to Support Services
There are a number of factors to be considered that will have an associated un-planned increase in effort and will therefore impact the project schedule. These factors are typically not determined until project kick-off and will be a key input into the final Go LIVE date and may result in additional cost. NorthStar will notify Santa Monica of any increase in effort and will provide Santa Monica with a Change Order according to section 4 Change Management Process. These factors include:
§ Project Resourcing:
• In the event that Santa Monica staff is unable to be dedicated to the agreed upon project plan, resulting in an extension of the timeline, NorthStar will evaluate the need for a Change Order for additional Project Management and dedicated support services to extend the project timeframe.

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4 CHANGE MANAGEMENT PROCESS
NorthStar will maintain the SOW with formal documentation denoting agreed upon changes. Santa Monica and NorthStar may propose changes to this SOW addressing services falling outside the scope of services described in this SOW (“Change”). The Change Order form must be used for all change requests.

NorthStar shall have no obligation to commence work in connection with any change until the fee and schedule impact of the change is agreed upon in a written Change Order form signed by the designated representatives from both parties.

Upon identifying the need for a change, NorthStar shall submit the change on our standard Change Order form describing the change, including the impact of the change on the schedule, fees and expenses.

Within 5 consecutive business days of receipt of the change order form, Customer shall either indicate acceptance or rejection of the proposed change by signing the Change Order form or any other period of time mutually agreed to by the parties. If NorthStar is advised not to perform the change, then NorthStar shall proceed only with the original services. In the absence of Customer acceptance or rejection of the Change Order, NorthStar will not perform the proposed change.

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5 FEES & PAYMENT SCHEDULE

5.1 Fees
mCare 6 Implementation
Services Total
Professional Services
- Project Management
- Installation & Configuration
- Training $26,400
- Acceptance Testing
- Go LIVE Cut Over
- Post LIVE Support
Technology, Communication, Administration $1,320
Project Total $27,720

5.2 Payment Schedule
Any mutually agreed upon change controls will be billed at the standard NorthStar hourly rate of $220 when incurred. An additional amount equal of 5% of the total fees billed has been included in the fee charged to cover technology, communication and administrative costs. Price excludes any applicable taxes.

The NorthStar fees for the scope of services described in this Statement of Work, including the technology, communication and administrative fee, is $27,720 USD based on fixed price plus any travel and logistics (T&L) which may be required.

5.2.1 Professional Services

1. 50% on SOW signing

2. 20% on installation of mCare 6 software in the customer environment on a non-production or production server.

3. 20% on move to production environment

4. 10% 10 business days post go-live
Invoices are payable upon receipt.

Quote is valid for 60 days from date of delivery. After 60 days the quote will be considered expired and would need to be reassessed and re-quoted if still required.

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5.3 Travel and Living Expenses
The above mentioned fees do not include any travel and per diem expenses incurred for on-site visits required for this engagement.

Any travel time will be billed at $75/hour. Santa Monica shall also pay or reimburse travel expenses plus a per diem reasonably incurred in furtherance of NorthStar duties hereunder.

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6 TERMINATION
Unless NorthStar and/or Santa Monica exercises its right to terminate this SOW due to material breach or default, NorthStar must provide, and Santa Monica must purchase, services from NorthStar for the items defined within this SOW.

If Santa Monica and/or NorthStar exercises its right to terminate this SOW due to material breach or default, or Customer and/or NorthStar terminates this SOW without cause, Customer’s obligation includes the following:

1. Provide notice of 10 calendar days for termination without cause;

2. Return the software to NorthStar and certify, under the hand of a duly authorized officer of the Organization, that all copies of the software or any part thereof, in any form, within the possession or control of the Organization have been returned to NorthStar. (if applicable)

3. Complete payment for services performed and expenses incurred prior to termination including:
a. Any amounts previously invoiced but unpaid;
b. Fees for services performed through the termination date which has not been invoiced; and
c. Any approved travel and living costs.

NorthStar’s obligation includes the following:

1. Provide notice of 10 calendar days for termination without cause.

Under no circumstances shall NorthStar be liable for any special, indirect, consequential, punitive or incidental damages of any kind and shall not be liable for loss of profits, works stoppage, system failure or malfunction, loss of data or any other damages or losses in connection with this statement of work, even if NorthStar has been advised of the possibility of such damages. In any event, NorthStar shall not be liable to pay any amount, in the aggregate, that is greater than the fees received by NorthStar under this statement of work.

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7 PROJECT ASSUMPTIONS
The Services, fees and delivery schedule for this engagement are based upon the following assumptions:
• Any items not explicitly identified within this document are considered out of scope. Any changes to those responsibilities and/or deliverables will be considered a change in scope for the engagement.

Any proposed change to the engagement scope must be put into written format and be submitted to NorthStar during this engagement for review and consideration. • This engagement currently has, and will continue to have, the support of senior Santa Monica management and will be assigned sufficient priority with respect to other project to ensure its success. • Santa Monica will assign a lead to act as an internal resource and guide throughout this engagement. • Santa Monica will secure the appropriate staff in a timely fashion in order to discuss or review the various materials produced when required.
• Santa Monica will provide access and support from the IT group and any other stakeholder, as deemed necessary by NorthStar throughout this engagement.
• Santa Monica agrees to facilitate any required Santa Monica Corporate logistics for the fulfillment of this agreement.
• Santa Monica will secure, as required and in a timely fashion, the assistance and cooperation of third party vendors (e.g. CIS, AMI, Payment, Bill View) to ensure a successful mCare 6 implementation. A change control may be created if the third party vendor is unavailable or non-cooperative and as such results in an impact to the schedule or effort.
• Third party vendor solutions are able to provide information required by the mCare 6 as well as accept information provided by the mCare 6.
• All documentation provided by Santa Monica shall be up-to-date and accurate or if that is not the case, advise NorthStar as such.
• All hardware, software, and network components supplied by Santa Monica are working properly and are free of defects and will meet minimum hardware standards provided during the engagement. • To minimize project costs, the majority of project work will be performed at one of the NorthStar’s locations except for project activities where face-to-face is deemed more effective. • Santa Monica will provide the appropriate remote access to its network, facilities, and systems as may be required to perform activities from one of NorthStar’s locations. NorthStar shall abide by all rules and directions of Santa Monica when accessing the Customer’s network, facilities or systems. • The environment that has been installed, configured, and validated during the mCare 6 implementation will become the production environment at Go LIVE. • Once the initial installation of mCare 6 has been completed and connectivity has been confirmed, NorthStar strongly recommends that the environment remains static for the duration of the project.

Troubleshooting performance or mCare 6 functionality issues, resulting from environment changes, such as operating system updates and network modifications, is considered outside the scope of the mCare 6 project. Santa Monica will be issued a project change order for time incurred reviewing such issues. If at any point, it is confirmed that the issue is caused by NorthStar, all service charges will be waived.

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• Price does not include Santa Monica approved travel and living expenses that may be required as part of the delivery of the engagement unless specified in the contract (i.e. air, car rental, gas, per diem and hotel). NorthStar will work with Santa Monica to identify most cost effective accommodations for Santa Monica on-site activities that are mutually agreed upon. • Santa Monica resources will be available as required for Acceptance Testing. It is expected that the individuals identified will have experience in the day-to-day operations and will work closely with the NorthStar Consultant to resolve issues as required. The main purpose for this interaction is to provide a quick and consistent response to procedural issues so that the NorthStar Consultant is not required to contact a large number of Users.
• mCare 6 may have dependencies on NorthStar database and code libraries being up-to-date. Santa Monica’s TEST environment will be patched up to the latest Maintenance Release prior to deployment of the custom mod. Note; mCare 6 testing phase may need to be extended based on the number of upgrade patches required to properly update the TEST environment to the NorthStar recommended release state.

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8 DOCUMENT ACCEPTANCE AND SIGNOFF
Accepted on this day by:

City of Santa Monica NorthStar Utilities Solutions
By: ____________________________ By: ______________________________ Name: ___________________________ Name: _____________________________ Title: ___________________________ Title: _____________________________ Date: ___________________________ Date: _____________________________ Please sign and return this document by email to Paven Sekhon at [email protected].

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APPENDIX A - NORTHSTAR MCARE 6 – HARDWARE REQUIREMENTS
mCare 6 recommends two installation environments, a test instance and a production instance. All environments can be run within a virtual configuration so long as the adequate number of physical resources are allocated appropriately to the virtual machine.

In all cases, the database environment recommended is SQL Server 2016 and this will be installed and configured as part of the implementation process.

The production environment will require the purchase of a certificate from a central authority (CA) to ensure that the application can be configured for use on a secure port for SSL.

Recommended iOS, Android, Windows 10 Tablet Specs:
• Screen Size 8” (~320 ppi density) or 9.7" (~264) (4:3 ratio) • 1536 x 2048 pixels, 4:3 ratio
• GPU
• CPU dual-core 1.5 GHz (min 1.33 GHz)
• 2GB of RAM (min 1.5 GB)
• Back Facing Camera
• LTE or LTE adapter
Recommended Devices (Used in Development & Testing):
• Apple iPad Mini 4 8"
• Apple 5th Gen 9.7”
• Galaxy Tab S2 8"
• Galaxy Tab S2 9.7”
• Surface Pro 4 12.3"
Device Resolution Check
To check if device you are planning to use has the right resolution CSS width and CSS height, you can connect to the website below with the actual device
https://www.mydevice.io/
If you do not have access to the device, check the reference list below (reference https://www.mydevice.io/#compare-devices)
To run mCare 6 on your tablet you will need the CSS width to be min 750 pixels, CSS height to be min 1024 pixels.

You can also apply this formula if you do not have access to the device at this time and the device is not in the list above
• CSS Width = Physical Resolution Width/(Screen PPI/160) • CSS Height = Physical Resolution Height/(Screen PPI/160) DocuSign Envelope ID: 5DF0E8DE-3F75-417B-BE26-41EE075CFCF4

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Example: 1536 x 2048 pixels, 4:3 ratio (~320ppi density) • CSS Width= 1536/(320/160)=~768
• CSS Height= 2048/(320/160)=~1024
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APPENDIX B – LICENSE TERMS & AGREEMENT

1. Grant of Licenses
(a) Subject to the terms and conditions herein, NorthStar hereby grants to Santa Monica a personal, non-exclusive, non-transferable and limited right and license to use the Software in object code format on the NorthStar CIS computer system (the “License”) in consideration for the payment of the License fees. All Releases installed by Santa Monica are subject to this License. This License and the other terms and conditions related to this License do not apply to Third Party Software. (b) Santa Monica may duplicate Documentation, at no additional charge, for Santa Monica’s permitted uses so long as all required proprietary markings are retained on all duplicated copies. (c) As between NorthStar and Santa Monica, NorthStar reserves all rights, title and interest in and to the Software not expressly granted herein and the License specifically excludes all such reserved rights, title and interest.
(d) Any Software furnished by NorthStar in machine-readable form may be copied in whole or in part by Santa Monica for use on the Designated Computer System, access to which by Users can be from any computer terminal, whether internal to or external to Santa Monica‘s facility incorporating the Designated Computer System. To the extent that any temporary files associated with the Software are created during such use on terminals those temporary files are permitted under this License but only for such time that the temporary files are actually required. Santa Monica agrees that the original copy of all Software furnished by NorthStar and all copies thereof made by Santa Monica are and at all times remain the sole property of NorthStar, as NorthStar Software is licensed, not sold.
(e) Any License granted under this SOW permits Santa Monica to: (i) use the Software for its utility billing and related purposes including, but not limited to, performing testing, disaster recovery, disaster testing, training, archival and backup as Santa Monica deems necessary, and (ii) use, copy and modify the Documentation for the purpose of creating and using training materials relating to the Software. Access to and use of the Software by independent contractors of Santa Monica shall be considered authorized use under this Section so long as any such independent contractors are bound by obligations of confidentiality and have been approved by NorthStar in advance of the independent contractors’ access to the Software. Santa Monica shall be responsible for (i) all of the actions of and (ii) any misuse of the Software by any independent contractor. (f) Software is licensed for use by the current number of NorthStar CIS users and on the current operations of Santa Monica. Any change in the number of users of NorthStar CIS or a material increase in the Santa Monica’s business, such as through acquisition of another utility, would require additional licensing.
(g) Santa Monica may purchase additional Software Licenses at the time such Licenses become necessary at NorthStar’s then current prices and terms.

2. Term of License
The License commences on effective date of the SOW. The License is perpetual and of indefinite duration contingent on renewing annual support and maintenance for the License.

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3. Restrictions on Use
(a) Santa Monica shall not, and will not allow, direct or authorize (directly or indirectly) any other party to: (i) use the Software for any purpose other than in connection with Santa Monica’s primary business or operations; (ii) disassemble, de-compile, reverse engineer, defeat license encryption mechanisms, or translate any part of the Software, or otherwise attempt to reconstruct or discover the source code of the Software except and only to the extent that applicable law expressly permits, despite this limitation; (iii) modify or create derivate works of the Software; (iv) rent, lease, lend, license, sell or use the Software for timesharing or bureau use or to publish or host the Software for others to use; or (v) take any actions that would cause the Software to become subject to any open source or quasi-open source license agreement. Santa Monica shall be wholly liable to NorthStar for any misuse of the Software and these restrictions are absolute except as and only to the extent that this SOW may expressly permit Santa Monica to do otherwise
(b) The Software and related materials supplied by NorthStar are protected by copyright and trademark laws. The Software is licensed and may not be resold by Santa Monica. Any rights not expressly granted herein are reserved. Santa Monica may not obscure, remove or otherwise alter any copyright, trademark or other proprietary notices from the Software and related materials supplied by NorthStar.

4. Ownership of Software and Confidential Information
(a) Santa Monica acknowledges that the Software contains proprietary information and Confidential Information of NorthStar which shall, at all times, remain the property of NorthStar. (c) Santa Monica will take the same care to safeguard the Software as it takes to safeguard its own Confidential Information of a like nature and such care shall not be any less than would be taken by a reasonable person to safeguard its own confidential information. (d) In order to assist NorthStar with the protection of its proprietary information and Confidential Information and to enable NorthStar to ensure that Santa Monica is complying with its obligations, Santa Monica shall permit NorthStar to visit during normal business hours any premises at which the Software is used or installed and shall provide NorthStar with access to its Software. NorthStar shall provide Santa Monica with reasonable notice of any such audit.

5. Ownership and Disposition of Documents
(a) All materials and documents which were developed or prepared by NorthStar for general use and which are not the copyright of any other party or publicly available, including educational materials, the Software and any other computer applications, shall continue to be the property of NorthStar. The parties agree that no materials or documents are being created for Santa Monica by NorthStar under this SOW as of the effective date.

6. Warranty
(a) The Software will substantially perform as described in the Documentation for a period of ninety (90) days from installation if the Software is used in accordance with its documentation, the terms of this License and where the Santa Monica has any required programs and the hardware meets the requirements. The Santa Monica ’s sole recourse in the event the Software does not conform to the Documentation is the repair and replacement of the Software. In the event an error is discovered in the Software outside the warranty period and the error can be reproduced by Harris, provided Santa Monica DocuSign Envelope ID: 5DF0E8DE-3F75-417B-BE26-41EE075CFCF4

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has ongoing Support and Maintenance with Harris, Harris will make reasonable commercial efforts to provide Santa Monica with a correction or suitable workaround.

Harris reserves the right to correct any defects about which it is made aware and to produce in its sole discretion Software releases at a time of Harris’ own choosing. (b) Harris shall not be liable for any breach of the foregoing warranties which results from causes beyond the reasonable control of Harris, including:
(i) where the installation, integration, modification or enhancement of the Software was not done by Harris or its authorized agent, or where Santa Monica has taken any action which is prohibited by product documentation or this License; (ii) any use or combination of the Software with any software, equipment or services not supplied by or on behalf of Harris;
(iii) user error, or other use of the Software in a manner or in an operating environment for which it was not intended or other than as permitted herein; (iv) Santa Monica ’s failure to install a new software update necessary to cure an error or bug, for security or legislative compliance purposes or for such other reasons as Harris may determine in its sole discretion; or
(v) Any other event of force majeure.
(c) Exclusions to Warranty
(i) TO THE GREATEST EXTENT PERMITTED BY LAW, THE SOFTWARE IS

LICENSED AND ALL OTHER MATERIALS AND SERVICES ARE PROVIDED TO THE Santa Monica “AS IS” AND THERE ARE NO WARRANTIES,

REPRESENTATIONS OR CONDITIONS, EXPRESSED OR IMPLIED, WRITTEN OR

ORAL, ARISING BY STATUTE, OPERATION OF LAW, COURSE OF DEALING,

USAGE OF TRADE OR OTHERWISE, REGARDING THEM OR ANY OTHER

PRODUCT, SERVICE OR MATERIAL PROVIDED HEREUNDER OR IN
CONNECTION HEREWITH.
(ii) HARRIS, ITS LICENSORS AND SUPPLIERS DISCLAIM ANY IMPLIED

WARRANTIES OR CONDITIONS REGARDING THE SOFTWARE AND ANY

OTHER PRODUCTS, SERVICES AND MATERIALS PROVIDED HEREUNDER OR

IN CONNECTION HEREWITH, INCLUDING, BUT NOT LIMITED TO,

WARRANTIES OF MERCHANTABLE QUALITY, MERCHANTABILITY,
DURABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NONINFRINGEMENT. (iii) HARRIS DOES NOT REPRESENT OR WARRANT THAT THE SOFTWARE SHALL

OPERATE ERROR FREE OR IN THE COMBINATIONS SELECTED, THAT IT SHALL MEET ANY OR ALL OF THE Santa Monica ’S PARTICULAR

REQUIREMENTS, OR THAT ALL ERRORS OR DEFECTS IN THE SOFTWARE CAN BE FOUND OR CORRECTED. NO AGREEMENTS VARYING OR EXTENDING

ANY EXPRESS WARRANTIES SET FORTH IN THIS LICENSE SHALL BE

BINDING ON EITHER PARTY UNLESS IN WRITING AND SIGNED BY AN AUTHORIZED SIGNING OFFICER OF HARRIS.
(d) The Santa Monica and Harris recognize that circumstances may arise entitling the Santa Monica to damages for breach or other fault on the part of Harris arising from this License. The parties agree that in all such circumstances the Santa Monica ’s remedies and Harris’ liabilities will be limited as set forth below and that these provisions will survive notwithstanding the termination or other discharge of the obligations of the parties under this License.
(i) BOTH PARTIES AGREE THAT HARRIS’ ENTIRE LIABILITY (UNDER CONTRACT OR IN

TORT INCLUDING FUNDAMENTAL BREACH, NEGLIGENCE, STRICT LIABILITY OR

OTHERWISE), IF ANY, FOR ANY DAMAGES RELATING TO OR ARISING UNDER THIS

LICENSE SHALL NOT EXCEED IN THE AGGREGATE FEES PAID TO HARRIS BY THE DocuSign Envelope ID: 5DF0E8DE-3F75-417B-BE26-41EE075CFCF4

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Santa Monica UNDER THIS AGREEMENT IN THE TWELVE (12) MONTH PERIOD PRIOR TO THE TIME THAT THE CLAIM AROSE.
(ii) IN ADDITION TO THE FOREGOING, HARRIS SHALL NOT BE LIABLE FOR ANY

CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, PUNITIVE, OR SPECIAL

DAMAGES WHATSOEVER, INCLUDING BUT NOT LIMITED TO LOST REVENUE OR

LOSS OF PROFITS, LOSS OF BUSINESS, LOSS OF DATA, FAILURE TO REALIZE

EXPECTED SAVINGS, OR COST OF SUBSTITUTE GOODS OR SERVICES ARISING OUT OF OR IN CONNECTION WITH THIS LICENSE, EVEN IF Santa Monica HAS BEEN

ADVISED OF THE LIKELIHOOD OF THE OCCURRENCE OF SUCH LOSS OR DAMAGES

AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.
(iii) CLAUSES (i) AND (ii), ABOVE, SHALL APPLY IN RESPECT OF ANY CLAIM, DEMAND

OR ACTION BY A PARTY IRRESPECTIVE OF THE NATURE OF THE CAUSE OF ACTION

UNDERLYING SUCH CLAIM, DEMAND OR ACTION, INCLUDING, BUT NOT LIMITED TO, BREACH OF CONTRACT, RESCISSION OF CONTRACT, OR TORT. (e) The parties hereby confirm that the waivers and disclaimers of liability, releases from liability, limitations and apportionments of liability, and exclusive remedy provisions expressed throughout this License shall apply even in the event of default, negligence (in whole or in part), strict liability or breach of contract of the person released or whose liability is waived, disclaimed, limited, apportioned or fixed by such remedy provision, and shall extend to such person’s affiliates and to its shareholders, directors, officers, employees and affiliates

7. Miscellaneous
(a) This License shall constitute the entire agreement between the parties hereto with respect to the subject matter hereof, and supersedes and replaces any previous conflicting terms, written or oral, with respect to the issues addressed herein.
(b) Neither party may assign any of its rights or duties under this License without the prior written consent of the other party, such consent not to be unreasonably withheld, except that either party may assign to a successor entity in the event of its dissolution, acquisition, and sale of substantially all of its assets, merger or other change in legal status. The License shall inure to the benefit of and be binding upon the parties and their respective successors and permitted assigns. (c) This License shall be governed by the laws of Ontario, Canada, without reference to the conflicts of law principles thereof; provided, however, that the Uniform Computer Information Transaction Act will not apply even if adopted as part of the laws of said State or Province. The United Nations Convention on Contracts for the International Sale of Goods (UNCCISG) does not apply to this License.
(d) Section and other headings in this License are for reference purposes only and do not describe, interpret, define or limit the scope or extent of any provision hereof. (e) The invalidity or unenforceability of any provision contained in this License shall not affect the validity or enforceability of any other provision or covenant. Any such invalid provision or covenant shall be deemed modified to the extent necessary in order to render it valid and enforceable; if such provision may not be so saved, it shall be severed and the remainder of this License shall remain in full force and effect.

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APPENDIX C – NORTHSTAR MCARE 6 FEATURE GUIDE
mCare Feature Guide
Sales & Marketing
Date: March 8, 2019
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Confidentiality Notice
The following documentation is provided to you pursuant to an agreement that you have signed or are negotiating or may negotiate with N. Harris Computer Corporation or one of its subsidiaries. If you have not signed an agreement with N. Harris Computer Corporation, you agree to the following by reviewing any aspect of this documentation. The information contained in this document is the proprietary information and work of N. Harris Computer Corporation and shall be treated in a confidential manner by the organization or company to which it has been provided and by those to whom it has been provided within such organizations or companies. It may only be copied and duplicated in the manner permitted under an agreement that you have with N. Harris Computer Corporation or one of its subsidiaries.

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Table of Contents
Overview...............................................................................................................................................27 Administrator .......................................................................................................................................27 Settings..........................................................................................................................................27 Service Orders ...............................................................................................................................27 User Management.........................................................................................................................29 Dispatcher.............................................................................................................................................30 Field Service Representative.................................................................................................................31 Back Office Clerk ...................................................................................................................................32 DocuSign Envelope ID: 5DF0E8DE-3F75-417B-BE26-41EE075CFCF4

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Overview
NorthStar’s mCare uses the latest innovative technology to allow service order information to flow seamlessly between the office and the field. The intuitive interface maximizes adoption through ease of use, and has been designed specifically for mobility over any device or browser. With robust offline capabilities, and a completely redesigned user interface, managing day-to-day in-field activities has never been easier.

This feature guide provides a comprehensive list of the features and functions available within mCare. As mCare is a role based application, the features are grouped by role.

Administrator
The mCare Administrator role is responsible for system configuration and user management. The Administrator accesses mCare through a browser interface.

Settings
Change default application configurations: Account administrators will have the capability to change the organization name, google analytics key, map engine, and the geocoding key based on the utility’s preferences and needs. System Administrators will also be able to configure the password strength rules for users.

Service Orders
Predefined Completion Notes: The system administrator can create a list of predefined terms and common sentences that the Field Service Representative (FSR) can choose when creating their completion notes.

Service Orders in the Field: FSRs will have the ability to create service orders while in the field. The Administrator will be able to determine which service order call codes or types can be created in the field by the FSRs.

Service Orders to be Auto-Completed:

Administrators can select which types ofservice
orders do not require manual approval. These
service orders will skip being sent to a back
office clerk for approval and will be sent directly
to the CIS.

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Service Orders With Special Meter Types: Administrators can highlight service orders based on specific criteria. mCare allows the administrator to group together specific types of meters and apply a color category to each one to make it easier for FSRs to identify special meter types.

Service Orders that Require Meter Read:

Administrators will be able to select which service
orders require the FSRs to provide a meter reading
before the service order can be completed.

Maximum Horizon for Service Orders:

Administrators can select which service orders are
automatically shown if no other filters are applied.

Administrators can select a date range and only
service orders with a scheduled date in this range will show up.

Install Meter Option: Administrators can select which service orders contain an install action button. The button will be present when the FSR is working on a service order that is associated with a meter installation.

Removing Characters from Meter #: Administrators can set mCare to collect only numerical values of a meter number. If an FSR scans a meter number that is ABCD1234, mCare will automatically change the meter number to 1234 if these settings are configured.

Padding meter # with 0s: Administrators can configure mCare to pad the meter number entered by the FSR with zeroes. If the padding is set to 3 and an FSR enters the meter number 123, mCare will automatically interpret the meter number as 000123.

Service Order Card Priority Colors: A different color will show on each service order to indicate the level of priority. The color of the label to indicate the priority will be selected by the administrator, who can change the colors at any time.

Remove Meter Options: Administrators can select which service orders will contain the option for FSRs to remove a meter. During a meter removal, FSRs will have a list of meter statuses to select from that match the status defined in the CIS. The administrator can select which meter statuses the FSR will be able to choose from. The administrator can select which status will automatically be set during a meter removal.

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Change out Meter Option: Administrators will be able to select which type of service orders will show the FSR a “meter replace meter changeout” button.

Adjust Transponder ID: Administrators can select service order call types that will allow the FSR to make changes to transponders/ERTs.

Suppressed Time Bands: Administrators can hide ON, MID, OFF peak bands from meter cards on smart meters so that FSRs will not be required to enter reads for those time bands.

Service Order Expiry on an FSR Completion Screen: Administrators can select the number of days that a completed service order will remain on the FSR’s completion screen.

After the set amount of days, the service orders will be auto-purged.

Rules for Linked Moves: Administrators can set the rules for linked moves to show a single service order card. Administrators will need to set the linked service order period for a move in/move out on the same premise to appear as a linked move.

Last Read from Bill Range: Administrators will set the range for how far back the system will look (in months) to find the last bill on the account, which is used to perform forecasting calculations for meter read validation purposes.

Variance Check Tolerance Value: The administrator will set the variance range for meter reading warnings. If a meter read is outside of this range the FSR will see a warning after they enter the read.

FSR Work Area Radius: The administrator will determine how large the FSR's work-area displayed on the mCare map is.

Shared Queues: Administrators can set up shared queues and grant FSRs permissions to these queues.

FSRs with permission can then select work for the queue. These queues can be organized by type of work, physical location, scheduled time of the service order or the administrator’s preference. Administrators can created rules that will allow for specific service orders to automatically appear in a certain share queue.

FormSets: Administrators can create custom forms and add them as additional steps to specific service order types. FSRs will be required to complete the form when completing a service order.

User Management
Managing Users, Permissions, and Roles: Administrators will have the capability to add new users, set users’ role and permissions, reset a user’s password, and archive or suspend a user. For FSRs this will include setting which shared queues they belong to, which service orders they can claim from a shared queue, and assigning the FSR to a dispatcher. The administrator will be able to set service order viewing permissions for dispatchers and back office clerks.

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Dispatcher
The primary role of the Dispatcher is to manage the queue of service orders to ensure that work is properly assigned and that it is carried out in the correct priority and timeliness. The browser interface provides the following primary views: the dispatch cue, which contains the service order cards; a map of the service order locations; and a list of the FSRs that can accept work and the shared queues.

Service orders scheduled for dispatch: The dispatch queue lists service orders (types 1 to 5) that were created and scheduled by Customer Service Representatives (CSRs) in the CIS. It will only list service orders the dispatcher has access to. The list can be further filtered and sorted.

Service Order Cards: Dispatchers can view the service order card and expand the card by clicking in the white area of the card. The service order contains information including: call code, call type, type description, scheduling info, priority, number of days from the scheduled date, status of the service order, address, location alerts, notes from the service order, services/ meter types, and meter number.

Linked Moves: For linked moves dispatchers will see both the service order cards stacked on top of each other. An alert will appear if there is a conflict due to multiple move-ins or move-outs on the same day for the same account.

Filtering and Sorting the Dispatch Queue: Dispatchers
can filter and sort the dispatch queue for easier viewing of the service orders. The filtering options include
changing the date range, call type, created by, cycle,
route, order type, call code, priority, postal code, and region. More than one filtering criteria can be applied at the same time. Dispatchers can sort the list in
ascending or descending order based on the creation
date, street name, call code, cycle, route, walk, region, scheduled date, and priority level.

Map functionality: Dispatchers will see the service orders on the map and can click on any service order to find it in the list of cards, or they can click on the individual service order card to find it on the map.

Dispatchers can change the map view between map and satellite based on their needs. The transparent color-coded circle corresponds with the color assigned to each FSR. This circle is a circumference boundary of all orders currently assigned to the corresponding FSR. Dispatchers will be able to view if an FSR has accepted a service order and the order they plan to complete their work in.

Viewing an FSR’s Availability: Dispatchers will be able to see the current list of FSRs that they can assign work to, whether that FSR is online or offline and the last time they were online.

Assigning Service Orders to an FSR: Dispatchers can assign a service order to an FSR by dragging the service order card and dropping it into the desired FSR’s queue.

Dispatchers can assign multiple orders at once by filtering and choosing the “select all” option.

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Withdrawing Service Orders from an FSR: Dispatchers can remove a service order if the FSR has not already accepted the request.

Assigning Work to Shared Queues: Dispatchers can assign work to a shared queue by dragging and dropping the service order card into the queue.

Withdrawing Service Orders from a Shared Queue: If the service order has not been claimed by an FSR then the dispatcher can remove the service order from the queue.

Field Service Representative
Field Service staff primarily work within the mCare mobile application, which is available on either IOS, Android, or Windows mobile. The FSR uses mCare to provide a real time status of the work assigned to them or available to be worked on. mCare allows FSR’s to prioritize work, receive instructions, and complete their service orders through a rich user experience. When FSRs open mCare they will be able to toggle between their pending, accepted and completed service orders and view them on the map.

Service Order Cards: FSRs can view the service order cards in any of the lists and expand the card by clicking in the white area of the card. The service order contains information including: call code, call type, type description, scheduling info, priority, number of days from the scheduled date, status of the service order, address, location alerts, notes from the service order, services/ meter types, and meter number.

Linked Moves: For linked moves the FSRs will see both
the service order cards stacked on top of each other.

Sorting the Pending List of Service Orders: FSRs can
sort the list of pending service orders in ascending or descending order based on the creation date, street
name, call code, cycle, route, walk, region, scheduled
date or priority code.

Claiming a Service Order from a Shared Queue: FSRs
will only see service orders that they have authority to work on. Any service order from the shared queue can
be claimed by the FSR and will be added into their
pending folder. They can discard the service order from here and send it back to the shared queue if necessary.

Accepting a Service Order: FSRs can accept their pending service orders all at once or one by one.

Discarding a Service Order: FSRs can discard any service orders in their pending list and the service order will be sent back to dispatch or the originating shared queue.

Sorting the Accepted List of Service Orders: FSRs can arrange the order they plan to complete their accepted service orders in by dragging the cards into the desired order.

Delaying a Service Order: If an FSR cannot complete a service order but would like to work on it the following day they can delay it and move it back into the pending folder. The service order will not be assigned to a different FSR.

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Discarding a Service Order: FSRs can discard an accepted service order but will have to add a reason to the discard note. The service order will go back to the dispatch, with the entered note added to completion notes within the CIS.

Performing Work: When FSRs open the service order to perform work they will find the steps for the service order and an indication of which steps are mandatory. FSRs will be able to update location information including general notes, location keys and location warnings. FSRs will also be able to capture meter information such as a new meter read, removing, installing or replacing a meter. FSRs can record installing, replacing or removing a transponder/ ERT, adding or removing a PT/CT and replacing a register.

Editing a Completed Service Order: If a service order has not been reviewed and accepted in the CIS then the FSR may take it back to update it.

Creating a New Service Order Based on a Previous Service Order: FSRs can create a new service order in the field from the context of another pending, accepted or completed service order.

Email Notification: When an FSR completes a service order in the field, an email notification will be sent to the Customer Service Representative that created the service order.

Driving directions: FSRs will be able to click on a link to Google Maps that will provide turn by turn directions to the assigned address.

View Account History: FSRs will be able to view service order history for an account. The last 12 months of service orders on the account will be shown.

Security: FSRs can access mCare through the VPN or secure HTTPS protocol. The cached data on the device is encrypted.

Integrations: Images taken in the field by the FSRs will be sent to eDOCS or FIleNexus.

Back Office Clerk
This office role uses a browser interface to review, manage, and approve service orders that require either validation or some other intervention before they can be completed. Back office clerks will see any of the following service orders to be manually approved depending on their permissions:
• Generic
• Moves into vacant
• Final moves
• Disconnects and reconnects
• Activate and deactivate service
Filtering Service Order Approvals: Back office clerks can filter the service orders that need approval by the type and a notification will display how many of each there are. Service orders can also be filtered by their completion date range, scheduled date range and service orders that were previously approved but failed.

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Viewing Photos: Back office clerks can view the photos FSRs have taken and attached to the service order.

Back office clerks can add or remove photos to the service order.

Adjusting Meter Reads: Back office clerks can edit the service order once it is completed and adjust the meter reading.

Adjusting Meter Installations: Back office clerks can correct meter installations, such as the wrong serial number entered or if the meter is not in stock.

Sending a Service Order Back for Rework: Back office clerks can send service order back to FSRs for rework. The back office clerk will need to provide a note explaining the reason for the rework.

Approving a Service Order: Once the back office clerk is done reviewing they can approve the service order and add any completion notes.

Creating a Report: Back office clerks can create a report through the “Service Orders to Report” page which allows users to search the mCare archive by date range and/or account and apply additional filters to the list before exporting. mCare will produce a list of all service orders for a selected date range that can be filtered by creation date, street name, call code, cycle-route-walk, region, scheduled date and priority. The report can then be exported to excel for further analysis. The following details are able to be exported from mCare:
• Order Number
• Call Number
• Field Status
• CIS Status
• Order Type
• Call Code
• Call Type
• Linked To
• Required Date
• Scheduled Date
• Completion User
• Completion Date
• Service Type
• [Active Meter] #
• [Active Meter] Type
• [Active Meter] Type
Group
• Approval User
• Approval Date
• Approval Error
• Caller Name
• Priority
• Short Note
• FSR User
• Dispatch User
• Shared Queue
• Creation Date
• Created By
• Account Number
• Occupant Number
[Inactive Meter] #
• [Inactive Meter]
Type
•
• Keys Required
• Warning Message
• Contact Name
• Customer Name
• Read Comment
• Walk
• Cycle
• Route
• Region
• Street Name
• Street Number
• Unit Number
• Zip Code
• [Inactive Meter] Type Group
• [Inactive Meter] Condition
• [Meter(s)] Action
• Meter Read
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Support Call N/A
Date: April 28, 2020 Support Call: N/A
Customer: City of Santa Monica Department: NS-PS
Attention: Ron Mason Fixed Price: $7,500
Services Description: City of Santa Monica (“Santa Monica”) has requested NorthStar’s assistance with performing Acceptance Testing of the latest CIS Update.

Scope of Work:
• Conduct User Acceptance testing on behalf of Santa Monica using NorthStar’s standard test plan.
• Test and provide results for each script executed as part of the test plan.

Assumptions:
• NorthStar Support Services will deploy the latest CIS update to Santa Monica’s NorthStar TEST environment.
• NorthStar’s standard release test plan will be adjusted to remove those scripts not applicable to Santa Monica.
• Issues identified during User Acceptance testing will be recorded in TeamSupport and remediated by NorthStar Support Services.
• NorthStar User Acceptance testing will not include any third party integrations not accessible by NorthStar.
• Upon completion of User Acceptance testing Santa Monica will be responsible for final System Acceptance testing; which will include Santa Monica specific modifications and third party integrations.
• Upon completion of System Acceptance testing Santa Monica will provide Acceptance sign off prior to promoting the latest CIS to production.
• All project activities to be performed remotely, unless otherwise requested. • Santa Monica will provide the appropriate remote access to its network, facilities, and systems as may be required to perform activities from one of NorthStar’s locations. NorthStar shall abide by all rules and directions of Santa Monica when accessing Santa Monica’s network, facilities or systems.

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Support Call N/A
Approach:

NorthStar strives to commence all work within 90 days of contract award. However, client demands and critical path resourcing can, at times, result in additional delays to project starts. Please speak to your account manager to obtain the current anticipated project start date.

Should additional time be required to complete this project at any time, you will be notified and asked for your approval in advance of NorthStar completing the incremental work.

Acceptance Terms:

The work contained within this document is deemed completed and accepted upon provision of NorthStar test results for each applicable bill code provided by the Customer.

Note: Any items requiring support following acceptance of this work should be logged through the Support Desk.

Price:

This is a fixed price quote based on the scope described above. An additional amount equal of 5% of the total fees billed have been included in the fee charged to cover technology, communication and administrative costs. If there are material changes to the scope or our understanding of the scope, the price is subject to change.

Any additional scope will be charged at NorthStar’s standard rate of $220/hr.

Price excludes any applicable taxes.

Quote is valid for 60 days from date of delivery. After 60 days the quote will be considered expired and would need to be reassessed and re-quoted if still required.

Payment Terms:

This quotation will require a 50% deposit on signing, before any work will begin. • 50% is due upon delivery of User Acceptance testing results.

Invoices are payable upon receipt.

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Support Call N/A
Termination:

Unless NorthStar and/or Santa Monica exercises its right to terminate this quote due to material breach or default, NorthStar must provide, and Santa Monica must purchase, Services from NorthStar for the items defined within this quote.

If Santa Monica and/or NorthStar exercises its right to terminate this quote due to material breach or default, or Santa Monica and/or NorthStar terminates this quote without cause, Santa Monica’s obligation includes the following:

1. Provide notice of 10 calendar days for termination without cause;

2. Return the Software to NorthStar and certify, under the hand of a duly authorized officer of the Organization, that all copies of the Software or any part thereof, in any form, within the possession or control of the Organization have been returned to NorthStar. (if applicable)

NorthStar’s obligation includes the following:

1. Provide notice of 10 calendar days for termination without cause;

2. Refund to Santa Monica any fees that have not been earned under this quote through the termination date.

Acceptance:

A signature below will serve as authorization to proceed with this quotation. Please sign and return this document by email to Pav Sekhon at [email protected].

□ Approval to Proceed
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Support Call N/A
Date: April 28, 2020 Support Call: N/A
Customer: City of Santa Monica Department: NS-PS
Attention: Ron Mason Fixed Price: $33,495
*Services work will be drawn down against Santa Monica prepaid hours as incurred. Price does not include travel for any onsite activities which will be billed as incurred. The 5% fee for telecommunication, administration and communications has been included in the fixed price amount.

Services Description: City of Santa Monica (“Santa Monica”) is requesting a bucket of 145 prepaid service hours at a rate of $220 per hour to be used towards NorthStar services as requested.

Scope of Work:
• To be determined. A formal statement of work will be prepared for each services request outlining the particulars of the deliverable and estimated effort to complete.

Assumptions:
• Santa Monica to advise NorthStar at the time of any quote request that the effort should be drawn down from the prepaid hours balance.
• Prepaid hours must be used within 12 months of contract signing. If they are not fully recognized at the end of the 12 months any unused hours will expire and will not be eligible for refund.

Approach:

The hours will be made available for use upon signing.

For any new work associated with the prepaid hours note that NorthStar strives to commence all work within 90 days of contract award. However, client demands and critical path resourcing can, at times, result in additional delays to project starts. Please speak to your account manager to obtain the current anticipated project start date.

Should additional time be required to complete this project at any time, you will be notified and asked for your approval in advance of NorthStar completing the incremental work.

Once the custom modification is ready for testing, you will be contacted by the NorthStar Consultant assigned to your project to walk you through the steps required for testing.

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Support Call N/A
Acceptance Terms:

The work contained within this document is deemed completed as hours are consumed.

Price:

Price excludes any applicable taxes.

Quote is valid for 60 days from date of delivery. After 60 days the quote will be considered expired and would need to be reassessed and re-quoted if still required.

Payment Terms:
• 100% due on signing
Invoices are payable upon receipt.

Termination:

Unless NorthStar and/or Santa Monica exercises its right to terminate this quote due to material breach or default, NorthStar must provide, and Santa Monica must purchase, services from NorthStar for the items defined within this quote.

1. Provide notice of 10 calendar days for termination without cause;

2. Return the Software to NorthStar and certify, under the hand of a duly authorized officer of the Organization, that all copies of the software or any part thereof, in any form, within the possession or control of the Organization have been returned to NorthStar (if applicable).

3. Complete payment for services performed and expenses incurred prior to termination including:
a. Any amounts previously invoiced but unpaid;
DocuSign Envelope ID: 5DF0E8DE-3F75-417B-BE26-41EE075CFCF4 www.northstarutilities.com
Date: April 28, 2020 Support Call: N/A
Customer: City of Santa Monica Department: NS-PS
Attention: Ron Mason Fixed Price: $20,325*
*This price does not include travel time & expenses which will be billed as incurred.

Services Description: City of Santa Monica (“Santa Monica”) has requested a Utilization Review of the NorthStar CIS. The objective of the Utilization Review is to assess the Utility’s current business processes, custom modifications and interfaces developed for the Utility, and identify areas where process change, reporting, automation, new add-ons or integrations could be implemented to maximize both software and resource utilization. This session will involve power users and/or managers working through the identified processes and documenting opportunities for improvement.

Scope of Work:
• 5 days onsite Utilization Review with the NorthStar Business Consultant o During the onsite review the NorthStar Business Consultant will work with Subject Matter Experts (SME) from each functional area reviewing current resourcing , responsibilities and business processes. Each will be documented and discussed in detail to allow for further evaluation and efficiency improvement recommendation.

Efficiency recommendations may come in the form of process improvement, automation, configuration, report development, integration or modification development or task reallocation between functional area. • Create Utilization Review Document detailing recommended process improvements and potential automation opportunities
o The Utilization Review Document details the information gathered during the onsite review. Recommendations are fully documented under each functional area, and an Executive Summary is provided which serves to identify the items which will have the greatest value for the Utility.
• Utilization Review Follow Up Call to discuss detailed recommendations o Upon review of the delivered Utilization Review Document, the NorthStar Business Consultant will conduct a follow up call to discuss the document and the recommended changes. The Consultant will assist in determining what changes the Utility will implement and discuss timelines around such implementation. NorthStar will provide estimates for providing subsequent training, additional automation programming, modification and integration development, report development and configuration assistance, where applicable
DocuSign Envelope ID: 5DF0E8DE-3F75-417B-BE26-41EE075CFCF4 www.northstarutilities.com
Approach:

Should additional time be required to complete this project at any time, you will be notified and asked for your approval in advance of NorthStar completing the incremental work.

Assumptions:
• Santa Monica to ensure the appropriate staff is available to work with NorthStar resources while onsite. It is expected that the individuals identified will have experience in the day-to-day operations and will work closely with the consultants to resolve issues, requests or questions as required.
• Quote is based on a standard 8 hour work day. If there are any changes to the hours required, scope or our understanding of the scope, the price is subject to change. • Recommended business process changes will not be implemented as part of this statement of work. Should Santa Monica choose to move forward with implementing any of the recommendations a change order will be issued to assess the increase in effort, scope and schedule impact.
• The Consultant will work on Santa Monica premises and will have ready access to appropriate personnel in the user departments and to the technical documentation associated with the systems.

Acceptance Terms:

The work contained within this document is deemed completed and accepted once onsite activity is completed and the Utilzation Review document has been received by the Santa Monica.

Note: Any items requiring support following acceptance of this work should be logged through the Support Desk.

Price:

This is a fixed price quote of $20,325 USD based on the scope described above. An additional amount equal of 5% of the total fees billed have been included in the fee charged to cover technology, communication and administrative costs. If there are material changes to the scope or our understanding of the scope, the price is subject to change.

Any additional scope will be charged at the standard NorthStar hourly rate.

Price excludes any applicable taxes.

DocuSign Envelope ID: 5DF0E8DE-3F75-417B-BE26-41EE075CFCF4 www.northstarutilities.com
Quote is valid for 60 days from date of delivery. After 60 days the quote will be considered expired and would need to be reassessed and re-quoted if still required. *In addition to the fees outlined above the Santa Monica will be billed for all reasonable expenses.

Direct costs, including but not limited to travel, meals and accommodation, will be charged as incurred.

Travel time will be billed at $75.00 per hour.

Payment Terms:

This quotation will require a 50% deposit on signing, before any work will begin. Payment milestones to be invoiced as follows:
• 50% on contract signature
• 35% on delivery of on site Utilization Review
• 15% on delivery of Utilization Review Document
Invoices are payable upon receipt.

Termination:

Unless NorthStar and/or the Santa Monica exercises its right to terminate this quote due to material breach or default, NorthStar must provide, and Santa Monica must purchase, services from NorthStar for the items defined within this quote.

If Santa Monica and/or NorthStar exercises its right to terminate this quote due to material breach or default, or Santa Monica /or NorthStar terminates this quote without cause, Santa Monica’s obligation includes the following:

1. Provide notice of 10 calendar days for termination without cause;

NorthStar’s obligation includes the following:

1. Provide notice of 10 calendar days for termination without cause; Under no circumstances shall NorthStar be liable for any special, indirect, consequential, punitive or incidental damages of any kind and shall not be liable for loss of profits, works stoppage, system failure DocuSign Envelope ID: 5DF0E8DE-3F75-417B-BE26-41EE075CFCF4 2017 2018 2019 2020 2021
Maintenance and Support
Northstar 6.4 Supporn incl. (NS 6.4 eCARe, eDOCs, EIS) 26,914.00 $ $ 28,259.70 $ 29,672.69 $ 31,156.32 $ 32,714.14 Escrow Annaul Fee 1,753.00 $ $ 1,840.65 $ 1,932.68 $ 2,029.32 $ 2,130.78 mCare Support 7,154.00 $ $ 7,511.70 $ 7,887.29 $ 8,281.65 $ 8,695.73 Water Conservation Support 2,870.00 $ $ 3,013.50 $ 3,164.18 $ 3,322.38 $ 3,488.50 Site License 2,553.00 $ $ 2,680.65 $ 2,814.68 $ 2,955.42 $ 3,103.19 Tansfirst 2,259.00 $ $ 2,371.95 $ 2,490.55 $ 2,615.07 $ 2,745.83 CustomerConnect $ ‐ $ 1,500.00 $ 1,575.00 $ 1,653.75 $ 1,736.44 Subtotal 43,503.00 $ $ 47,178.15 $ 49,537.07 $ 52,013.91 $ 54,614.61 Minus Budget Savings (0.80) $ $ (2,370.88) $ ‐ (2,937.50) $ ‐ $ Subtotal $ 43,502.20 $ 44,807.27 $ 46,599.57 $ 52,013.91 $ 54,614.61 Total Maintenance and Support 241,537.56 $
mCare 6 30,000.00 $
Server Migration 35,000.00 $
NorthStar Upgrade to Latest Version 8,500.00 $
Utilization Review 25,000.00 $
Pre‐Paid Hours 33,495.00 $
CustomerCare 6 (CC6) 38,750.00 $
CC Maintenance 15,000.00 $
Misceallenous 5,879.44 $
Total 433,162.00 $
Exhibit B-3
Budget
DocuSign Envelope ID: 5DF0E8DE-3F75-417B-BE26-41EE075CFCF4

Santa Monica City CouncilMarch 14, 2023

Santa Monica City Council
March 14, 2023