Vallejo City Council
October 22, 2024

review and report on (a) the City's proposed and actual expenditure of proceeds generated by the transactions and use tax and (b) the independent annual audit required under Chapter 3.09.The Committee's report shall be submitted to the City Council for review and discussion at a public meeting of the City Council and shall be made available to the public.

The Committee shall consist of 7 members, all of whom shall be residents of the City of Vallejo.

Councilmembers and the Mayor shall each appoint one member. Members appointed by Councilmembers shall be residents of the corresponding Council District of the appointing Councilmember. The member appointed by the Mayor may reside anywhere in the City. Each member shall serve for a term of 2 years except that initial terms for some seats were shorter to comply with section 2.26.030B of the Municipal Code. Such service shall be at the pleasure of the City Council.

Due to terms expiring October 10, four vacancies exist for Districts 1, 3, 6 and the at-large member. 10 applicants attended and participated in the interviews with the City Council held on October 7 and are presented to the Council for its consideration. The appointment process by each individual councilmember and the Mayor with term of office are as follows:
• Mayor McConnell: at-large appointment for a term to expire 10/10/26 • Vice Mayor Verder-Aliga: District 1 for a term to expire 10/10/26 • Councilmember Loera-Diaz: District 3 for a term to expire 10/10/26 • Councilmember Arriola: District 6 for a term to expire 10/10/26

All appointments shall be made for a term commencing from the date of appointment and expire as noted above on October 10, 2026.

Pursuant to the City Council's procedure for selecting commission and committee members, only interviews were conducted at the special meetings on October 7. Appointments to these advisory bodies are before the City Council this evening for consideration.

FISCAL IMPACT
There is no fiscal impact associated with making appointments to standing boards and commissions.

ENVIRONMENTAL REVIEW
This action is exempt from the California Environmental Quality Act (CEQA) because it is not a project which has a potential for resulting in either a direct physical change in the environment, or a reasonably foreseeable indirect physical change in the environment, pursuant to CEQA Guideline section 15378.

ATTACHMENTS

1. Reso Measure P Oversight Committee Appointments 10.22.24 CAO Stamp

2. List of Applicants for Appointment 10.22.24

CONTACT
Dawn G. Abrahamson, MMC, City Clerk (707) 648-4527
[email protected]

Approved as to form:

By: for
Veronica Nebb, City Attorney
RESOLUTION NO. 24-_____ N.C.

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF VALLEJO MAKING APPOINTMENTS TO THE MEASURE P CITIZENS’ OVERSIGHT COMMITTEE WHEREAS, Chapter 3.09 of the Vallejo Municipal Code establishes a Citizens’ Oversight Committee to independently review and advise upon the City’s expenditure of proceeds generated by the transactions and use tax; and
WHEREAS, the Citizens’ Oversight Committee shall consist of seven members all whom shall be residents of the City of Vallejo; and
WHEREAS, members appointed by a sitting member of the Vallejo City Council shall be residents of the City of Vallejo and of the appointing Councilmember’s district; and WHEREAS, the member appointed by the Mayor may reside anywhere within the City; and WHEREAS, each member of the Committee shall serve for a term of two years and such service shall be at the pleasure of the City Council; and WHEREAS, when the first appointments to the commission were conducted in 2023, section

2.26.030B of the Vallejo Municipal Code provides that the term of office of each member appointed by the City Council shall be staggered so that the number of terms expiring annually shall be approximately equal and that the City Council shall specify terms of members first appointed after adoption of the ordinance or resolution establishing the body; and WHEREAS, due to staggered terms, there currently exist four vacancies on the Citizens’ Oversight Committee; and
WHEREAS, the City Council reviewed applications and conducted interviews.

NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL AS FOLLOWS:

The following person is appointed to the Citizens’ Oversight Committee by Mayor McConnell (term to expire 10/10/26)

1. _____________________________
The following District 1 person is appointed to the Citizens’ Oversight Committee by Councilmember Mayor Verder-Aliga (term to expire 10/10/26)

1. _____________________________
The following District 3 person is appointed to the Citizens’ Oversight Committee by Councilmember Loera-Diaz (term to expire 10/10/26)

1. _____________________________
The following District 6 person is appointed to the Citizens’ Oversight Committee by Councilmember Arriola (term to expire 10/10/26)

1. ______________________________
Adopted by the City Council of the City of Vallejo at a regular meeting held on October 22, 2024, with the following vote:

AYES:

NOES:

ABSENT:

ABSTAIN:

ROBERT H. MCCONNELL, MAYOR
ATTEST:

DAWN G. ABRAHAMSON, CITY CLERK
*Incumbent
Measure P Oversight Committee
List of Eligible Applicants for Appointment
October 22, 2024
District 1
David Wolins
*Kanat Tibet
Manjeeta Singh
District 3
*Richard Hybels
Regina Briseno
District 6
*Jasmine Salmeron
Tony Vargas
Paula Marckesano-Jones
At-Large
*Jackie Jones (in the process of moving placing the applicant in District 2) Suzanne Harrington-Cole (District 5)
ACTION ITEM 9.B.

DATE: October 22, 2024
TO: Mayor and Members of the City Council
FROM: Beth Schoenberger, Water Director
SUBJECT: ADOPTION OF A RESOLUTION APPROVING THE SECOND AMENDMENT TO THE

CONSULTANT AND PROFESSIONAL SERVICES AGREEMENT WITH E SOURCE (FORMERLY UTILIWORKS CONSULTING) FOR WATER CONSULTING SERVICES ON

ADVANCED METERING INFRASTRUCTURE, INCREASING THE NOT-TO-EXCEED AMOUNT TO $1,773,066.00, EXTENDING THE TERM TO DECEMBER 31, 2026 AND

AUTHORZING THE CITY MANAGER TO EXECUTE THE SECOND AMENDMENT ON

BEHALF OF THE CITY

RECOMMENDATION
Adopt a resolution authorizing the City Manager to execute the Second Amendment to the Consultant and Professional Services Agreement with E Source Companies, LLC (“E Source”, formerly UtiliWorks Consulting, LLC), for Advanced Metering Infrastructure consulting services, to increase the agreement by $834,666 to a new not-to-exceed amount of $1,773,066, extend the agreement to December 31, 2026, and amend the scope of work to include additional services to supplement staff capacity and expertise.

REASONS FOR RECOMMENDATION
Amending the agreement with E Source will continue the consulting support necessary to aid the City in successfully upgrading the metering infrastructure and technology to better manage water loss and water use by both customers and the City. E Source has provided the City with highly specialized and seasoned expertise for effectively managing this complex, highly technical multi-department project. To complete the transition to AMI, this amendment is critical to ensuring the successful and timely completion of the AMI project. It will provide the City with the necessary resources to realize the anticipated benefits of the AMI system.

BACKGROUND AND DISCUSSION
The Advanced Metering Infrastructure (AMI) system is the standard for water metering across the water industry. AMI increases the precision of meter reading, provides robust and timely data on usage to both customers and the City, early detection of leaks, and results in additional water conservation. Implementating AMI technology will allow the Water Department to detect service breaks and leaks in near real-time, enable the City to implement monthly billing (presently bi-monthly), and provide a user-friendly customer interface, allowing customers to manage their water usage better. AMI is a robust tool for collecting and managing water usage data, including billing, conservation, and customer service.

Implementing a system-wide meter upgrade, including the new cellular technology for meter data, is a highly complex and specialized process. E Source LLC (previously UtiliWorks LLC) is an AMI industry expert, providing AMI implementation services for very large cities and water districts throughout California and across the country. Trusted agencies highly recommended the firm as being the firm with the best expertise to pinpoint Vallejo’s precise needs and work in step with Vallejo staff in the Water, Finance/Water Billing, and Information Technology departments, and City Manager's Office and Communications teams to create a highly sophisticated Request for Proposal for AMI technology and other services that will address this critical and complex implementation.

Date: October 22, 2024
Subject: ADOPTION OF A RESOLUTION APPROVING THE SECOND AMENDMENT TO THE

CONSULTANT AND PROFESSIONAL SERVICES AGREEMENT WITH E SOURCE (FORMERLY UTILIWORKS CONSULTING) FOR WATER CONSULTING SERVICES

ON ADVANCED METERING INFRASTRUCTURE, INCREASING THE NOT-TO- EXCEED AMOUNT TO $1,773,066.00, EXTENDING THE TERM TO DECEMBER 31, 2026 AND AUTHORZING THE CITY MANAGER TO EXECUTE THE SECOND

AMENDMENT ON BEHALF OF THE CITY

On December 15, 2020, Council authorized a Consulting and Professional Services Agreement with E Source for $214,560 (under Municipal Code Section 3.30.090 exemption for specialized services). The proposed scope of services included procurement and vendor contract negotiations. This task covers the development of use case specifications, the planning, preparation, and development of the AMI Request for Proposal (RFP), assistance with the evaluation and selection of an AMI solution, and vendor contract negotiations. This task is complete.

On June 30, 2022, the City Council approved Amendment No. 1 to this agreement, which extended the scope of E Source services to include deployment program management, business process design, awareness and education campaign, and quality assurance for the initial stages of AMI deployment. The first amendment increased the contract by $723,840 to a Not-to-Exceed amount of $938,400.

The AMI project is now entering the critical phase of full deployment, which involves installing new meters and rolling out advanced metering technologies across the entire service area. A project extension to accommodate extended supply chain duration challenges and expanded AMI vendor and installation scope necessitated extending the E Source contract to continue program management and subject matter expertise support. Additionally, the complexities of this phase—such as large-scale deployment, real-time data processing, and operational coordination—have introduced additional requirements that necessitate further consulting support. To address these evolving needs, Amendment No. 2 to the existing agreement with E Source will provide the City with the necessary expertise and resources to ensure successful system-wide implementation, quality assurance, data management, and troubleshooting.

This Second Amendment of the Consulting and Professional Services Agreement anticipated the need for continued expertise to successfully complete the project (allowing for performance assessment of the consultants during the first phase). The Second Amendment would increase the contract by $834,666 to a new not-to-exceed amount of $1,773,066, extend the term of the Agreement to December 31, 2026, and amend the scope of work to include additional anticipated services, which include:
• Task 2: Deployment Program Management - Planning and Proof of Concept

1. Task 2.8: Project Management
• Task 3: AMI Program Business Process Design

1. Task 3.4: Business Process Audit

2. Task 3.5: Policy Impact Assessment
• Task 4: Awareness and Education Campaign

1. Task 4.4: Ad Hoc Support
• Task 5: Full Deployment Oversight and Quality Assurance

1. 5.2.1: Field Inspections

2. 5.2.2: Data Management Plan and Coaching

3. 5.2.3: Data Quality Assurance Support

Date: October 22, 2024
Subject: ADOPTION OF A RESOLUTION APPROVING THE SECOND AMENDMENT TO THE

CONSULTANT AND PROFESSIONAL SERVICES AGREEMENT WITH E SOURCE (FORMERLY UTILIWORKS CONSULTING) FOR WATER CONSULTING SERVICES

ON ADVANCED METERING INFRASTRUCTURE, INCREASING THE NOT-TO- EXCEED AMOUNT TO $1,773,066.00, EXTENDING THE TERM TO DECEMBER 31, 2026 AND AUTHORZING THE CITY MANAGER TO EXECUTE THE SECOND

AMENDMENT ON BEHALF OF THE CITY

FISCAL IMPACT
This proposed action will have no effect on the City’s General Fund. The agreement in the amount of $834,666 would be fully funded from the Water Enterprise Fund professional services budget, using the 2020 Revenue Bond proceeds.

ENVIRONMENTAL REVIEW
This action is exempt from the California Environmental Quality Act (CEQA) because it is not a project that has a potential for resulting in either a direct physical change in the environment, or a reasonably foreseeable indirect physical change in the environment, pursuant to CEQA Guideline section 15378.

ATTACHMENTS

1. E Source Resolution_CAO Stamp

2. Amendment 2 to Consultant and Professional Services Agreement_CAO Stamp

3. Exhibit A - Additional Services

4. 21-WD106 E SOURCE DBA UTILIWORKS Consultant and Professional Services Agreement

5. 21-WD106 E SOURCE (FORMALLY UTILIWORKS) First Amendment

CONTACT
Beth Schoenberger, Water Director, (707) 648-5439
[email protected]

Approved as to form:

By: for
Veronica Nebb, City Attorney
RESOLUTION NO. 24-

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF VALLEJO APPROVING A

SECOND AMENDMENT TO THE CONSULTANT AND PROFESSIONAL SERVICES AGREEMENT WITH E SOURCE COMPANIES, LLC (“E SOURCE”, FORMERLY

UTILIWORKS CONSULTING, LLC) FOR A TOTAL NOT-TO-EXCEED AMOUNT OF $1,773,066, EXTENDING THE TERM THEREOF TO DECEMBER 31, 2026 AND

AUTHORIZING THE CITY MANAGER TO EXECUTE SAME
WHEREAS, the City of Vallejo executed a Consultant and Professional Services Agreement on January 20, 2021 with E Source Companies, LLC (“E Source”, formerly UtiliWorks Consulting, LLC) to provide consulting services for the planning and procurement of Advanced Metering Infrastructure (“AMI”); and
WHEREAS, the City of Vallejo executed a First Amendment to the Consultant and Professional Services Agreement on June 30, 2022 with E Source to provide additional consulting and professional services for the AMI implementation; and
WHEREAS, the services provided by E Source include deployment program management, business process design, awareness and education campaign support, and deployment oversight and quality assurance necessary for the successful implementation of AMI; and WHEREAS, the Second Amendment to the Consultant and Professional Services Agreement is an 18-month contract extension for consulting and professional services adding an additional $834,666 to the Agreement for a total not-to-exceed amount for all services under the Agreement and all Amendments of $1,773,066 and extending the term until December 31, 2026.

NOW THEREFORE, BE IT RESOLVED that the City Council hereby approves the Second Amendment to the Consultant and Professional Services Agreement between the City of Vallejo and E Source Companies, LLC, for a total not-to-exceed amount of $1,773,066 and extends the term of the Consultant and Professional Services Agreement to December 31, 2026. Said Second Amendment to the Consultant and Professional Services Agreement is attached hereto as Exhibit A and incorporated by this reference.

BE IT FURTHER RESOLVED that the City Council authorizes the City Attorney to make amendments to the Second Amendment as needed with the exception of the not-to-exceed amount and authorizes the City Manager to execute said Agreement.

ADOPTED BY THE CITY COUNCIL OF THE CITY OF VALLEJO at a regular meeting held on October 22, 2024, with the following vote:

AYES:

NOES:

ABSENT:

ABSTAIN:

ROBERT H. MCCONNELL, MAYOR
ATTEST:

DAWN G. ABRAHAMSON, CITY CLERK
Second Amendment to Agreement Between City of Vallejo and E SOURCE COMPANIES, LLC Page 1 of 6 Approved as to form:

By: for
Veronica Nebb, City Attorney

SECOND AMENDMENT TO THE

CONSULTANT AND PROFESSIONAL SERVICESAGREEMENT

BETWEEN THE CITY OF VALLEJO
AND

E-SOURCE COMPANIES, LLC
(FORMERLY UTILIWORKS CONSULTING)
This Second Amendment (the “Second Amendment”) to the Consultant and Professional Services Agreement made and entered into on January 20, 2021, (the “Agreement”), between the E Source Companies, LLC (formerly Utiliworks Consulting) a Delaware Corporation, therein referred to as Consultant, and the City of Vallejo, a municipal corporation, therein referred to as City, is made and entered into on this ______day of 2024.

Consultant and City do mutually agree as follows:

1. Amendment of Exhibit B of the Agreement, “Compensation." Exhibit B of the Agreement entitled “Compensation” shall be replaced in its entirety with Exhibit B of this Second Amendment.

2. Amendment of Section 16 of the Agreement, “Term.” The first sentence of Section 16 of the Agreement is hereby amended to read as follows:
“The term of this Agreement shall commence on January 1, 2021 and shall continue in full force and effect until December 31, 2026”
The remainder of Section 16 is unchanged by this Second Amendment.

3. Additional Services. The scope of services to be provided as set forth in Exhibit A of the Agreement, and Exhibit A of the First Amendment to the Agreement, is amended to include the services described in Exhibit A attached to this Second Amendment entitled City of Vallejo Contract Number 21-WD106 Consulting and Professional Services Agreement Project: AMI System Implementation Change Order No. 2 (“Additional Services”).

4. Payment for Additional Services. In consideration of Consultant providing the Additional Services, Consultant shall be paid the not-to-exceed amount of One Million Seven Hundred and Seventy-Seven Thousand and Sixty-Six Dollars and No Cents ($1,773,066.00) as set forth in Exhibit B attached hereto. The new amount set forth in Exhibit B hereto reflects the entire amount to be paid to Consultant under the Agreement and any amendment thereto.

Second Amendment to Agreement Between City of Vallejo and E SOURCE COMPANIES, LLC Page 2 of 6 Consultant agrees that the amount of increase in the not-to-exceed amount specified above shall constitute full compensation for the Additional Services, and shall fully compensate Consultant for any and all direct and indirect costs that may be incurred by Consultant in connection with the Additional Services, including costs associated with any changes and/or delays in work schedules or in the performance of other services or work by Consultant.

5. Integration. This Second Amendment contains the entire agreement between the parties with respect to its subject matter and supersedes whatever oral or written understanding they may have had prior to the execution of this Second Amendment. This Second Amendment shall not be amended or modified except by a written agreement executed by each of the parties. Except as specifically revised herein, all terms and conditions of the Agreement shall remain in full force and effect, and E-source Companies, LLC, shall perform all duties, obligations and conditions required under the Agreement.

6. Inconsistencies. In the event of any conflict or inconsistency between the provisions of this Second Amendment, the First Amendment and the Agreement, the provisions of this Second Amendment shall control in all respects.

7. Ambiguities. The parties have each carefully reviewed this Second Amendment and have agreed to each term of this Second Amendment. No ambiguity shall be presumed to be construed against either party.

8. Counterparts. This Second Amendment may be executed by the parties in one or more counterparts all of which collectively shall constitute one document and agreement.

9. Authority. The person signing this Second Amendment for Consultant hereby represents and warrants that he or she is fully authorized to sign this Second Amendment on behalf of Consultant.

The following Exhibits attached to this Second Amendment are hereby incorporated by this reference:

1.Exhibit A entitled “City of Vallejo Contract Number 21-WD106 Consulting and Professional Services Agreement Project: AMI System Implementation Change Order No. 2”

2.Exhibit B entitled “Compensation.”
(SIGNATURES ARE ON THE FOLLOWING PAGE)
Second Amendment to Agreement Between City of Vallejo and E SOURCE COMPANIES, LLC Page 3 of 6 IN WITNESS WHEREOF, the parties have entered into this Second Amendment on the day and year first hereinabove appearing.

E SOURCE COMPANIES, LLC,
a Delaware corporation
BY:

Ted Schultz
CEO
DATE:
(City Seal)

CITY OF VALLEJO,
a municipal corporation
BY:

ANDREW MURRAY
City Manager
DATE:

ATTEST:

DAWN ABRAHAMSON
City Clerk
APPROVED AS TO CONTENT:

BETH SCHOENBERGER
Water Director
APPROVED AS TO FORM:

VERONICA A.F. NEBB
City Attorney
APPROVED AS TO INSURANCE:

ARMOND SARKIS
Risk Manager
Second Amendment to Agreement Between City of Vallejo and E SOURCE COMPANIES, LLCPage 3 of 3 Exhibit B - Compensation

EXHIBIT B

COMPENSATION

1. Consultant’s Compensation.

A. Services: City agrees to pay Consultant, at the rate(s) specified below, for those services set forth in Exhibit A of this Agreement and for all authorized reimbursable expenses, for a total not-to-exceed amount of One Million Seven Hundred and Seventy- Seven Thousand and Sixty-Six Dollars and No Cents ($1,773,066.00).

Consultant shall notify City in writing no later than thirty (30) days prior to the estimated date when Consultant will have billed City the maximum payment amount permitted under this Agreement, and Consultant shall provide City with an estimate of the additional compensation required to complete the project.

City agrees to pay Consultant for those services set forth in Exhibit A of this Agreement and for all authorized reimbursable expenses, upon satisfactory completion of the services and delivery of the work product.

B. Additional Services:

1. Additional Services are those services related to the scope of Services of Consultant as set forth in Exhibit A but not anticipated at the time of execution of this Agreement. Additional Services shall be provided only when a Supplemental Agreement authorizing such Additional Services is approved by the City Manager, or his or her designee. City reserves the right to perform any Additional Services with its own staff or to retain other Consultants to perform said Additional Services.

2. Consultant’s compensation for Additional Services shall be based on the total number of hours spent on Additional Services multiplied by the employees’ appropriate billable hourly rate as established below. City, at its option, may negotiate a fixed fee for some or all Additional Services as the need arises. Where a fixed fee for Additional Services is established by mutual Agreement between City and Consultant, compensation to Consultant shall not exceed the fixed fee amount.

2. Appropriate Billable Hourly Rates for Services and Additional Services.

Consultant’s billable hourly rates shall be:

Second Amendment to Agreement Between City of Vallejo and E SOURCE COMPANIES, LLCPage 3 of 3 Exhibit B - Compensation
Title Rate
Senior Vice President $300.00
Vice President $290.00
Program Manager $280.00
Project Manager $270.00
Executive Consultant $280.00
Principal Consultant $270.00
Senior Consultant $260.00
Consultant $250.00
Associate Consultant $210.00

3. Consultant’s Reimbursable Expenses. Reimbursable Expenses shall be limited to actual reasonable expenditures of Consultant for expenses that are necessary for the proper completion of the Services and shall only be payable if specifically authorized in advance by City.

4. Payments to Consultant.

A. Payments to Consultant shall be made within a reasonable time after receipt of Consultant’s invoice, said payments to be made in proportion to services performed.

Consultant may request payment on a monthly basis. Consultant shall be responsible for the cost of supplying all documentation necessary to verify the monthly billings to the satisfaction of City.

B. All invoices submitted by Consultant shall contain the following information:

1. Description of services billed under this invoice

2. Date of Invoice Issuance

3. Sequential Invoice Number

4. City’s Purchase Order Number (if issued)

5. Social Security Number or Taxpayer Identification Number

6. Amount of this Invoice (Itemize all Reimbursable Expenses”)

7. Total Billed to Date
C. Items shall be separated into Services and Reimbursable Expenses. Billings that do not conform to the format outlined above shall be returned to Consultant for correction.

City shall not be responsible for delays in payment to Consultant resulting from Consultant’s failure to comply with the invoice format described above.

D. Request for payment shall be sent to:

Melissa Cansdale, P.E.

Operations Manager
Water Department
Second Amendment to Agreement Between City of Vallejo and E SOURCE COMPANIES, LLCPage 3 of 3 Exhibit B - Compensation
202 Fleming Hill Rd.

Vallejo CA 94589

5. Accounting Records of Consultant. Consultant shall maintain for three (3) years after completion of all services hereunder, all records under this Agreement, including, but not limited to, records of Consultant’s direct salary costs for all Services and Additional Services performed under this Agreement and records of Consultant’s Reimbursable Expenses, in accordance with generally accepted accounting practices. Consultant shall keep such records available for audit, inspection and copying by representatives of the City’s Finance Department or other government agencies during regular business hours upon twenty-four (24) hours’ notice.

The obligations of Consultant under this section shall survive this Agreement.

6. Taxes. Consultant shall pay, when and as due, any and all taxes incurred as a result of Consultant’s compensation hereunder, including estimated taxes, and shall provide City with proof of such payments upon request.

7. Taxpayer Identification Number. Consultant shall provide City with Consultant’s complete Request for Taxpayer Identification Number and Certification, Form W-9, as issued by the Internal Revenue Service, and any other State or local tax identification number requested by City.

City of V
allejo
Contract Number 21-WD106
Consulting and Professional Services Agreement
Project: AMI System Implementation
Change Order No. 2
D
ate: July 22, 2024
To:

Beth Schoenberger, Water Director
Melissa Cansdale, Water Operations Manager
City of Vallejo
S
cope of Work
E Source Companies LLC (“E Source”) is providing this Change Order No. 2 (CO #2) in response to a request from the City of Vallejo (“Vallejo”) to provide continued professional services support through AMI system implementation and full deployment. Services outlined in this CO #2 will extend the previously contracted services outlined in the First Amendment to Contract Number 21-WD106 dated June 30, 2022.

Task 2 – Deployment Program Management – Planning and Proof of Concept Subtask 2.8: Project Management
E Source will provide structured project management to ensure that all project components are executed in a timely, organized fashion and completed to the project scope and expectations. Project management activities will include:
• Maintain the overall project schedule
• Work with all project participants to monitor progress and adjust the work plan as needed
• Schedule and facilitate regular project progress and other meetings • Create project status reports with input from Vallejo The E Source PM will also manage and maintain the Microsoft SharePoint website for collaboration, including calendaring, contacts, document repositories, etc. We will use web-based meeting applications for remote meetings, as appropriate.

EXHIBIT A

2 | Page

ASSUMPTIONS
− E Source estimated the fee for this task based on 12 months of full deployment support at 44 hours/month followed by 2 months of project closeout support at 16 hours/month.

DELIVERABLES
− Project status reports
− Project schedule
− SharePoint setup and administration
− Project close out report

Task 3 – AMI Program Business Process Design
Subtask 3.4: Business Process Audit
E Source will review and audit the core business processes with Vallejo staff to determine how well the processes are working in the live environment. The audit will identify what, if any, adjustments are needed. The audit is based on the final business process design documentation and will be used by E Source to follow along with each process step as they are performed by Vallejo staff in a one- on-one format or through a workshop.

E Source will present our findings and (if relevant) updated final business process documentation based on findings from the audit.

DELIVERABLES
− Summary of Business Process Audit key findings (*.ppt) − Updated final future state process diagrams (*.vsd)

Subtask 3.5: Policy Impact Assessment
E Source will review City policies that may be impacted by the introduction of AMI technology. We’ll provide recommendations on codes, policies, and procedures based on experience with other utility clients and best practices in the utility industry. E Source will also identify non-AMI related policies that may require updates by the City. This task will be an iterative process with input from the City PM, project team members, legal team, and project sponsor.

ASSUMPTIONS
− E Source will make all reasonable efforts to provide industry best practices and accepted practices when suggesting policies, but the suggestion of policies cannot be perceived as legal advice to the City; any decisions to update, modify, or otherwise change policies need to be approved by the City’s legal department.

D

ELIVERABLES
− Policy Impact Assessment (*.xls)

3 | Page

Task 4 – Awareness and Education Campaign
Subtask 4.4: Ad Hoc Support
E Source will support Vallejo on an ad hoc basis as you continue to implement the AEC strategy developed during the Initial Deployment. Activities may include but are not limited to:

• Facilitate working sessions with Vallejo stakeholders to develop a strategy for the program communication deliverables, outline key objectives, refine program branding, determine timelines, and confirm responsibilities to ensure successful execution. • Assist Vallejo in designing and developing a dedicated webpage on the City of Vallejo website to provide customers with comprehensive information and resources to take control of their water use and bills.
• Provide AMI-specific content for use in internal and external communications, including but not limited to AMI drivers, meter installation and deployment (e.g., FAQs, map, etc.), benefits, and customer expectations.
• Collaborate with Vallejo to create brochures and handouts that align with the webpage content and program branding.
• Support Vallejo in developing content for one-page (front and back) newsletters.

ASSUMPTIONS
− E Source will provide expertise and support in content development for the webpage, digital, and printed materials.
− Vallejo will be responsible for all visual layouts and design; however, E Source can provide design support upon request.
− Vallejo will handle the printing, shipment, and dissemination of brochures/handouts. − E Source has included 120 hours of support for this ad hoc task.

POTENTIAL DELIVERABLES
− Content for the dedicated webpage
− Brochure content for customer distribution
− Newsletter content

Task 5 – Full Deployment Oversight and Quality Assurance Subtask 5.1: Field Inspections
E Source will work with Vallejo and the Meter Installation Vendor (MIV) to develop the strategy and processes to monitor and control the field deployment to ensure a smooth transition to billing with AMI data. We will oversee the MIV and represent Vallejo interests accordingly. Specific tasks to be performed by E Source include:
• Perform in-field quality inspections of meter/endpoint installations performed by the MIV, including checking for post-installation leaks and overall quality of work • Perform in-field investigations of issues identified by Vallejo staff and through the data quality assurance support detailed in Subtask 5.2.2.
• Track and report to the City and the MIV any meter- and/or endpoint-related exceptions encountered during installation quality inspections
• Participate in weekly production status meetings

4 | Page

• Monitor MIV production goals versus actual
• Observe and provide feedback to Vallejo and the MIV on MIV installer training • Review and advise the City on the progress of installations and volume of rework / Return to Utility (RTU)
• Address any potential disagreements that may arise between vendor partners and/or the City on responsibility for issues identified

A

SSUMPTIONS
− Vallejo will designate staff to advise on issues discovered in the field by E Source field quality assurance staff.
− E Source will have access to the MIV WOMS.
− Vallejo will work with E Source to prioritize E Source’s in-field activities. − E Source estimated the fee for this task based on 12 months of full deployment support – 40 hours/week for the first four (4) months; two (2) weeks/month for the next four (4) months; and, one (1) week/month for the remaining four (4) months.

DELIVERABLES
− Periodic inspection reports on verification of MIV work in the field (*.xlsx) − Detailed findings by location (*.xlsx)

Subtask 5.2.1: Data Management Plan and Coaching
E Source will work with Vallejo to develop the data management plan that will be used to guide the Vallejo staff on a path toward full system accountability and to maximize utilization of AMI data into the future. E Source will collaborate with the AMI vendor to develop/update the list of all operational / exception reports (“out of the box” reports) that staff will use to maintain data and system integrity.

E Source will document the purpose of each report, frequency of use, and identify/recommend the staff role that should monitor and manage each report. E Source will lead up to two (2) workshops with the designated Vallejo staff to review and finalize the data management plan and confirm that each operational report is clear and properly aligns with the staff role.

E Source will also provide focused, hands-on coaching for staff responsible for data quality management and exception handling during and post-deployment. With this hands-on approach, Vallejo staff will more quickly grow familiar with their respective duties and learn how to troubleshoot and remediate exceptions. After this period, E Source will work with the team to refine and update the data management plan and assist in the development of written materials that will become organizational process assets that current and new staff can use.

ASSUMPTIONS
− E Source estimated the fee for the data management plan and coaching based on 280 hours of support.

D

ELIVERABLES
− Data Management Plan (*.xlsx)
− Data management coaching materials

5 | Page

Subtask 5.2.2: Data Quality Assurance Support
E Source will perform data quality audits of installations performed by the MIV and Vallejo staff. This task will focus on the review of work orders produced by the MIV and Vallejo staff during meter/endpoint installation. E Source will perform the following checks:
• Verify that the correct meter was installed at the location • Verify correct “out read”
• Verify correct meter number
• Review “as left” photos to ensure work area was left in good condition E Source will also perform the following activities on behalf of Vallejo staff during deployment:
• R eview designated daily reports to ensure AMI systems and software are responsive and functioning within expected levels.
• Review and analyze designated daily reports for meter and endpoint related alerts including, but not limited to non-communicating meters, continuous flow (leaks), and swapped meters.
• Review and analyze designated daily reports to ensure the validity of meter reads. • Produce exception reports to support issue troubleshooting and investigation. • I nvestigate issues that arise, recommend actions to take, and work directly with City staff and/or vendor partners to address issues through to resolution. • D ocument all issues identified.

ASSUMPTIONS
− E Source will have access to the MIV WOMS and AMI system software to perform data QA activities.
− E Source estimated the fee for this task based on 12 months of full deployment support, 60 hours/month.

DELIVERABLES
− Periodic Data Quality Assurance Report (*.xlsx)

6 | Page

Fee
E Source has estimated the fee to perform these services based on our understanding of the level of effort desired by Vallejo. This estimate includes all services and deliverables described herein. E Source can adjust the scope of work to provide more or less support to match the needs of Vallejo.

As of June 30, 2024, E Source has approximately $62,327 in travel budget remaining. E Source has estimated additional person-trips that may be required to support this scope.

Fee details provided in the table below.

Task Hours Fee
Est.

Travel Total
Task 2 – Deployment Program Management –
Planning and Proof of Concept

2.8 – Project Management 560 $157,760 - $157,760
Task 3 – AMI Program Business Process Design

3.4 – Business Process Audit 150 $39,000 - $39,000

3.5 – Policy Impact Assessment 60 $15,600 - $15,600
Task 4 – Awareness and Education Campaign

4.4 – Ad Hoc Support 120 $31,200 - $31,200
Task 5 – Full Deployment Oversight and Quality
Assurance

5.2.1 – Field Inspections 1,120 $280,000 $27,750 $307,750

5.2.2 – Data Management Plan and Coaching 280 $58,800 - $58,800

5.2.3 – Data Quality Assurance Support 720 $151,200 - $151,200 Subtotal 3,010 $733,560 $27,750 $761,310
Contingency (10%) $73,356 $73,356
Total 3,010 $806,916 $27,750 $834,666

Rates
E Source 2024 billable hourly rates are provided in the table below:

Title Rate
Senior Vice President $300.00
Vice President $290.00
Program Manager $280.00
Project Manager $270.00
Executive Consultant $280.00
Principal Consultant $270.00
Senior Consultant $260.00
Consultant $250.00
Associate Consultant $210.00

DocuSign Envelope ID: 6C88932C-C53F-43BD-BE66-FCE4AFBAEA67 Jan 26, 2021 9:26 AM, 745680876
Contract and Routing Form
City of -. 4 -. IM
VALLEJO vllmü /
Contract Number : TBD
E L I - K I D 1 Õ l e
Date Originated : Calit<,Illid
Finance Department · 555 Santa Clara Street · Vallejo · CA · 94590 · 707.648.4592 Department : Water Department, Engineering
Staff Contact: Aaron Cano, [email protected] Contract Type: Master Consultant and Professional Services Agreement Vendor: E Source dba Utiliworks Vendor Number :104173
Business License Number: 11711982
Contract Not to Exceed Amount : 214560.00
Contract Start Date: Jan 20, 2021
Option to Extend: Yes - 4 Remaining
Authority to Contract: City Manager
End Date : Oct 31, 2021
Attachments are uploaded for review here: https:#bit.ly/vContracts Approved Pre-Requisition Form
Insurance
I have uploaded additional files.No
DocuSign Envelope ID: 6C88932C-C53F-4380-BE66-FCE4AFBAEA67 Contract and Routing_Eorm
Signature Page
Department Initial Date Comment
Originating Department/ Division
-DS
Aê 1/26/2021
Risk Manager
Finance Director
City Attorney 's Office
City Manager's Office
City Clerk
2/ 2/ 2021
í---os
-E. 2/ 3/ 2021
-53
2/ 3/ 2021
[ W 2/ 3/ 2021
-DS
02 2/ 3/ 2021
Return executed contract to: Aaron Cano
DocuSign Envelope ID: 6C88932C-C53F-43BD-BE66-FCE4AFBAEA67 Jan 25, 2021 10:16 AM, 745168273 Pre-Requisition Form
City 01 --'-
VALLEJO veCalitomia
Contract Number : TBD
Finance Department · 555 Santa Clara Street · Vallejo · CA · 94590 · 707.648.4592 Department : Water Department, Engineering
Staff Contact: Aaron Cano, [email protected] Vendor: E Source Companies, LLC (Utiliworks) W-9 Uploaded : Yes Term: Multi-year Term
Anticipated Start Date: Jan 20, 2021
Anticipated End Date: Oct 31, 2021
Anticipated Contract Type: Master Consultant and Professional Services Agreement Purchasing Authority : City Council Anticipated Date to Council: Jan 25, 2021 Total Projected Expenditure: 214560.00
Multiple Project Numbers? Multiple Account Numbers? No, just one Description of Proposed Purchase:

E Source (formerly UtiliWorks) will provide specialized Advanced Metering Infrastructure (AMI) consulting services to the City of Vallejo's Water Department. The Water Department is preparing for a large and very complex project of implementing a new Advanced Metering Infrastructure (AMI) for its 38,000+ water meters, across the entire City of Vallejo and in the Lakes Water System I have reviewed the city-wide contracts, expenditure and encumbrance reports to comply with the VMC.

This is a new/inactive vendor and I am working to take an action to the City Council because it will exceed the cap of $100,000 in a single FY.

Competitive Process: I am exempt from having to complete a Competitive Process Exemption Explanation :

Section 3.20.090 of the Vallejo Municipal Code sets forth various exemptions to the competitive purchasing process, which include exemptions for highly specialized professional services and other cases when Council finds and determines that it is in the City's best interests to not engage in the competitive purchasing process.

Explanation for Vendor Selection:

E Source Companies, LLC provides highly specialized professional knowledge, experience, and services in evaluating and implementing AMI systems; approved by Council.

Other Comments:

Vendor# Remittance name
104173 UTILIWORKS CONSULTING, LLC
DocuSign Envelope ID: 6C88932C-C53F-4380-BE66-FCE4AFBAEA67 Uploaded documents available for review https://bit.ly/vPreReqs.

WarrantyNot sure
W-9Yes
DocuSign Envelope ID: 6C88932C-C53F-43BD-BE66-FCE4AFBAEA67 Pre-Requisition Signature Section
Department Comment
Delegated Signee: Mike Malone
Title : Water Director
E-mail: [email protected]
<-- 00,uSEncd liy
Atík AuL- 1/25/2021
- î . Li....... 4/
Signature Date
DocuSign Envelope ID: 6C88932C-C53F·43BD-BE66-FCE4AFBAEA67

CONSULTANT AND PROFESSIONAL SERVICES AGREEMENT
This Consultant and Professional Services Agreement ("Agreement") is made at Vallejo, California, dated for reference this 20th day of January 2021, by and between the City of Vallejo, a municipal corporation ("City"), and E Source Companies, LLC (formerly Utiliworks Consulting), a Delaware corporation, hereinafter referred to as "Consultant", who agree as follows:

1. Services. Subject to the terms and conditions set forth in this Agreement, Consultant shall provide the City professional services as specified in Exhibit A, entitled "Scope of Work."

2. Payment. City shall pay Consultant for services rendered pursuant to this Agreement at the times and in the manner set forth in Exhibit B, entitled "Compensation." The payments specified in Exhibit B shall be the only payments to be made to Consultant for services rendered pursuant to this Agreement.

3. Facilities and Equipment. Consultant shall, at its sole cost and expense, furnish all facilities and equipment which may be required for furnishing services pursuant to this Agreement.

4. Indemnification. Consultant shall indemnify, hold harmless, and defend City, its officers, officials, directors, employees, agents, volunteers and affiliates and each of them from any and all claims, demands, causes of action, damages, costs, expenses, actual attorney's fees, consultant's fees, expert fees, losses or liability, in law or in equity, of every kind and nature whatsoever arising out of or in connection with Consultant's operations, or any subcontractor's operations, to be performed under this agreement for Consultant's or subcontractofs tort negligence including active or passive, or strict negligence, including but not limitedto personal injury including, but not limited to bodily injury, emotional injury, sickness or disease, or death to persons and/or damage to property of anyone, including loss of use thereof, caused or alleged to be caused by any act or omission of Consultant, or any subcontractor, or anyone directly or indirectly employed by any of them or anyone for the full period of time allowed by the law, regardless to any limitation by insurance, with the exception of the sole negligence or willful misconduct of the City.

The provisions of this section shall survive the expiration or termination of this Agreement.

5. Insurance Requirements. Consultant agrees to comply with all of the Insurance Requirements set forth in Exhibit C, entitled "Insurance Requirements for Consultant." Failure to maintain required insurance at all times shall constitute a default and material breach.

Consultant and Professional Services Agreement (Revised 01.2019) Page 1 of 11 DocuSign Envelope ID: 6C88932C-C53F-43BD-BE66-FCE4AFBAEA67

6. Accident Reports. Consultant shall immediately report (as soon as feasible, but not more than 24 hours) to the City Risk Manager any accident or other occurrence causing injury to persons or property during the performance of this Agreement. The report shall be made in writing and shall include, at a minimum: (a) the names, addresses, and telephone numbers of the persons involved, (b) the names, addresses, and telephone numbers of any known witnesses, (c) the date, time, and description of the accident or other occurrence.

7. Conflict of Interest. Consultant warrants and represents that to the best of its knowledge, there exists no actual or potential conflict between Consultant's family, business, real property or financial interests and the services to be provided under this Agreement. Consultant shall comply with the City of Vallejo Conflict of Interest Code and not enter into any contract or agreement during the performance of this Agreement which will create a conflict of interest with its duties to City under this Agreement. In the event of a change in Consultant's family, business, real property, or financial interests occurs during the term of this Agreement that creates an actual or potential conflict of interest, then Consultant shall disclose such conflict in writing to City. Every individual who performs services on behalf of Consultant pursuant to this Agreement must file a full Statement of Economic Interests (also known as Fohn 700) with the City Clerk if the work of the individual involves making a governmental decision whether to issue, deny, suspend, or revoke any permit, license, application, certificate, approval, order, or similar authorization or entitlement; authorizes the City to enter into, modify, or renew a contract; grants City approval of specifications for a contract; adopts or approves for the Cily any policy, standard or guideline; lobbies on behalf of the City, or performs the same or substantially all the same duties for the City that would otherwise be performed by an individual holding a position specified in the City's Conflict of Interest Code.

8. Independent Contractor. Consultant is an independent contractor.

Neither Consultant nor any of Consultant's officers, employees, agents, or subcontractors, if any, is an employee of City by virtue of this Agreement or performance of any services pursuant to this Agreement. City shall have the right to control Consultant only insofar as the results of Consultant's services rendered pursuant to this Agreement; however, City shall not have the right to control the means by which Consultant accomplishes services pursuant to this Agreement.

9. Licences, Permits, Etc. Consultant represents and warrants to City that all consultant services shall be provided by a person or persons duly licensed by the State of California to provide the type of services to be performed under this Agreement and that Consultant has all the permits, qualifications and approvals of whatsoever nature which are legally required for Consultant to practice its profession. Consultant represents and warrants to City that it shall, at its sole cost and expense, keep in effect at all times during the term of this Agreement any Consultant and Professional Services Agreement (Revised 01.2019) Page 2 of 11 DocuSign Envelope ID: ÔC88932C-C53F-4380- BE66-FCE#AFBAEA67 licenses, permits, and approvals which are legally required for Consultant to practice its profession.

10. Business License. Consultant, and its subcontractors, has obtained or agrees to apply prior to performing any services under this Agreement to City's Finance Department for a business license, pay the applicable business license tax and maintain said business license during the term of this Agreement. The failure to obtain such license shall be a material breach of this Agreement and grounds for termination by City. No payments shall be made to Consultant until such business license(s) has been obtained.

11. Standard of Performance. Consultant shall provide products and perform all services required pursuant to this Agreement in accordance with generally accepted professional practices and principles and in a manner consistent with the level of care and skill ordinarily exercised under similar conditions by a member of Consultant's profession currently practicing in California.

Consultant is responsible for making an independent evaluation and judgment of all conditions affecting performance of the work, including without limitation applicable federal, state, and local laws and regulations, and all other contingencies or considerations.

Consultant's responsibilities under this section shall not be delegated. Consultant shall be responsible to City for acts, errors, or omissions of Consultant's subcontractors.

Consultant is responsible for making an independent evaluation and judgment of all conditions affecting performance of the work and shall prepare plans, reports, and/or other work products in such a way that additional costs will not be incurred beyond a project budget approved or amended by the City Manager or his or her designee.

Whenever the scope of work requires or permits review, approval, conditional approval or disapproval by City, it is understood that such review, approval, conditional approval or disapproval is solely for the purposes of administering this Agreement and determining whether the Consultant is entitled to payment for such work, and not be construed as a waiver of any breach or acceptance by the City of any responsibility, professional or otherwise, for the work, and shall not relieve the Consultant of responsibility for complying with the standard of performance or laws, regulations, industry standards, or from liability for damages caused bynegligent acts, errors, omissions, noncompliance with industry standards, or the willful misconduct of Consultant.

12. Force Majeure. Neither party shall be considered in default of this Agreement to the extent performances are prevented or delayed by causes or circumstances beyond either party's reasonable control, such as war, riots, strikes, Consultant and Professional Services Agreement (Revised 01.2019) Page 3 of 11 DocuSign Envelope ID: 6¢88932C-C53F-43BD-BE66-FCE4AFBAEA67 lockouts, work slowdown or stoppage, acts of God, such as floods or earthquakes, and electrical blackouts or brownouts.

In the event that the Consultant is unable to meet the completion date or schedule of services, Consultant shall immediately inform the City Representative of this in writing. If additional time is required to perform the work, the City Representative may adjust the schedule.

13. Time is of the Essence. Time is of the essence in this Agreement. Any reference to days means calendar days, unless otherwise specifically stated.

14. Personnel. Consultant agrees to assign only competent personnel according to the reasonable and customary standards of training and experience in the relevant field to perform services under this Agreement. Failure to assign such competent personnel shall constitute grounds for termination of this Agreement.

The payment made to Consultant pursuant to this Agreement shall be the full and complete compensation to which Consultant and Consultant's officers, employees, agents, and subcontractors are entitled for performance of any work under this Agreement. Neither Consultant nor Consultant's officers or employees are entitled to any salary or wages, or retirement, health, leave or other fringe benefits applicable to employees of the City. The City will not make any federal or state tax withholdings on behalf of Consultant. The City shall not be required to pay any workers' compensation insurance on behalf of Consultant.

Consultant shall pay, when and as due, any and all taxes incurred as a result of Consultant's compensation hereunder, including estimated taxes, and shall provide City with proof of such payments upon request.

15. Consultant Not Agent. Except as authorized under this Agreement or as City may authorize in a letter of authorization signed by the City Manager or his or her designee, Consultant shall have no authority, express or implied to act on behalf of City in any capacity whatsoever as an agent. Consultant shall have no authority, express or implied, under this Agreement, to bind City to any obligation whatsoever.

16. Term . The term of this Agreement shall commence on January 1, 2021 and shall continue in full force and effect until October 31, 2021.

City shall, at its discretion, have the right to extend the term of this Agreement, in intervals of one year, by written notice to Consultant. The total duration of this Agreement, including the exercise of any options under this section, shall not exceed five years.

If the term of this Agreement extends into fiscal years subsequent to that in which Consultant and Professional Services Agreement (Revised 01.2019) Page 4 of 11 DocuSign Envelope ID: 6C88932C-C53F-43BD-BE66-FCE4AFBAEA67 it is approved, such continuation of the Agreement is contingent on the appropriation of funds for such purpose by the City Council of the City of Vallejo.

If funds to effect such continued payment are not appropriated, Consultant agrees to terminate any services supplied to City of Vallejo under this Agreement, and relieve City of any further obligation therefore.

17. Termination or Abandonment by City. The City has the right, at any time and in its sole discretion, to immediately terminate or abandon any portion or all of the services to be provided under this Agreement by giving notice to Consultant.

Upon receipt of a notice of termination, Consultant shall perform no further work except as specified in the notice. Before the date of termination, Consultant shall deliver to City all City records and documents, all work product, whether completed or not, as of the date of termination and not otherwise previously delivered.

The City shall pay Consultant for services performed in accordance with this Agreement before the date of termination. If this contract provides for payment of a lump sum for all services or by task and termination occurs before completion of the work or any defined task which according to the performance schedule was commenced before the notice of termination, the fee for services performed shall be based on an amount mutually agreed to by City and Consultant for the portion of work completed in conformance with this Agreement before the date of termination. In addition, the City will reimburse Consultant for authorized expenses incurred and not previously reimbursed. The City shall not be liable for any fees or costs associated for the termination or abandonment except for the fees, and reimbursement of authorized expenses, payable pursuant to this section.

18. Products of Consulting Services. The work product, including without limitation, all writings, work sheets, reports, recordings, drawings, files, detailed calculations and other work products, whether complete or incomplete, of Consultant resulting from services rendered pursuant to this Agreement, shall become the property of City. Consultant agrees that all copyrights which arise from creation of the work under this Agreement shall be vested in the City and waives and relinquishes all claims to copyright or other intellectual property rights in favor of the City. City acknowledges that its use of the work product is limited to the purposes contemplated by the scope of work and that the Consultant makes no representation of the suitability of the work product for use in or application to circumstances not contemplated by the scope of work.

Documents submitted to the City in electronic format shall be formatted according to specifications provided by the City, or if not otherwise specified, in Microsoft Word, Excel, PowerPoint or other Microsoft Office Suite (2002) format as appropriate for the particular work product or, if directed by the City Representative in Adobe Acrobat PDF format.

Consultant and Professional Services Agreement (Revised 01.2019) Page 5 of 11 DocuSign Envelope ID: 6C88932C-C53F-43BD-BE66-FCE4AFBAEA67

19. Cooperation by City. City shall, to the extent reasonable and practicable, assist and cooperate with Consultant in the performance of Consultant's services hereunder.

20. Assignment and Subcontracting. Consultant shall not subcontract, assign or transfer voluntarily or involuntarily any of its rights, duties or obligation under this Agreement without the express written consent of the City Manager or his or her designee in each instance. Any attempted or purported assignment of any right, duty or obligation under this Agreement without said consent shall be void and of no effect.

If subcontracting of work is permitted, Consultant shall pay its subcontractor within ten CIO) days of receipt of payment by City for work performed by a subcontractor and billed by the Consultant. Use of the term subcontractor in any other provision of this contract shall not be construed to imply authorization for Consultant to use subcontractors for performance of any service under this Agreement.

The City is an intended beneficiary of any work performed by Consultant's subcontractor for purposes of establishing a duty of care between the subcontractor and City.

Any subcontractor or assignee consented to by City shall be bound by all terms and conditions of this agreement and the same shall be incorporated into and made a part of any assignment or subcontractor agreement.

21. Successors and Assigns. All terms, conditions, and provisions of this Agreement shall apply to and bind the respective heirs, executors, administrators, successors, and assigns of the parties. Nothing in this section is intended to affect the limitation on assignment.

22. Non-Discrimination/Fair Employment Practices.
(a) Consultant shall not, because of race, religious creed, color, sex, national original, ancestry, disability, medical condition, age, marital status or sexual orientation of any person, refuse to hire or employ, or to bar or discharge from employment, or to discriminate in compensation, or in terms, conditions or privileges any person, and every employee will receive equal opportunity for employment and shall be granted equal treatment with respect to compensation, terms, conditions or other privileges of employment, without regard to his race, religious creed, color, sex, national origin, ancestry, or disability, medical condition, age, marital status or sexual orientation.

Consultant warrants and represents it is an equal opportunity employer and agrees it shall not discriminate on the basis of race, religious creed, color, sex, national origin, ancestry, disability, medical condition, age, marital status or sexual Consultant and Professional Services Agreement (Revised 01.2019) Page 6 of 11 DocuSign Envelope ID: 6C88932C-C53F-43BD-BE66-FCE4AFBAEA67 orientation in the selection and retention of employees, subcontractors or procurement of materials or equipment.

In all solicitations either by competitive bidding or negotiations made by Consultant for work to be performed under any subcontract, including procurement of materials or equipment, each potential subcontractor or supplier shall be notified by Consultant of Consultant's obligation under this Agreement relative to nondiscrimination and fair employment practices.

Consultant shall include the above provisions of this section in every subcontract, including procurement of materials or equipment.
(b) Consultant agrees to comply with Title VII of the Civil Rights Act of 1964, as amended, the California Fair Employment Practices Act, the Americans with Disabilities Act of 1990, any other applicable federal and state laws and regulations and City ordinances and regulations hereinafter enacted.

23. Notices. All notices or instruments required to be given or delivered by law or this Agreement shall be in writing and shall be effective upon receipt thereof and shall be by personal service or delivered by depositing the same in any United States Post Office, registered or certified mail, postage prepaid, addressed to:

If to City:

Mark Quady
Engineering Manager
Water Department
555 Santa Clara Street
Vallejo CA 94590
If to Consultant:

Dale Pennington
President
1745 38th Street
Boulder, Colorado 80301
Any party may change its address for receiving notices by giving written notice of such change to the other party in accordance with this section.

Routine administrative communications shall be made pursuant to section 1 of Exhibit A.

24. Integration Clause. This Agreement, including all Exhibits, contains the entire agreement between the parties and supersedes whatever oral or written Consultant and Professional Services Agreement (Revised 01.2019) Page 7 of 11 DocuSign Envelope ID: 6C889320053F-4380-BE66-FCE4AFBAEA67 understanding they may have had prior to the execution of this Agreement. This Agreement shall not be amended or modified except by a written agreement executed by each of the parties hereto.

25. Severability Clause. Should any provision of this Agreement ever be deemed to be legally void or unenforceable, all remaining provisions shall survive and be enforceable.

26. Law Governing. This Agreement shall in all respects be governed by the law of the State of California without regard to its conflicts of law rules. Litigation arising out of or connected with this Agreement shall be instituted and maintained in the courts of Solano County in the State of California or in the United States District Court, Eastern District of California, Sacramento, California, and the parties consent to jurisdiction over their person and over the subject matter of any such litigation in such courts, and consent to service of process issued by such courts.

27. Waiver. Waiver by either party of any default, breach or condition precedent shall not be construed as a waiver of any other default, breach or condition precedent or any other right hereunder.

28. Ambiguity. The parties acknowledge that this is a negotiated agreement, that they have had the opportunity to have this Agreement reviewed by their respective legal counsel, and that the terms and conditions of this Agreement are not to be construed against any party on the basis of such party's draftsmanship thereof.

29. Gender. All pronouns and any variations thereof shall be deemed to refer to the masculine, feminine, neuter, singular or plural, as the identifications of the person or persons, firm or firms, corporation or corporations may require.

30. Headings. The section headings contained in this Agreement are inserted for convenience only and shall not affect in any way the meaning or interpretation of this Agreement.

31. Compliance with Laws. Consultant will comply with all statutes, regulations and ordinances in the performance of all services under this Agreement.

32. Confidentiality of City Information. During the performance of services under this Agreement, Consultant may gain access to and use City information regarding, but not limited to, procedures, policies, training, operational practices, and other vital information (hereafter collectively referred to as "City Information") which are valuable, special and unique assets of the City. Consultant agrees that it will not use any information obtained as a consequence of the performance of services under this Agreement for any purpose other than fulfillment of Consultant's scope of work, to protect all City Information and treat it as strictly Consultant and Professional Services Agreement (Revised 01.2019) Page 8 of 11 DocuSign Envelope ID: 6C88932C-C53F-43BD-BE66-FCE4AFBAEA67 confidential and proprietary to City, and that it will not at any time, either directly or indirectly, divulge, disclose or communicate in any manner any City Information to any third party, other than its own employees, agents or subcontractors who have a need for the City Information for the performance of services under this Agreement, without the prior written consent of City, or as required by law.

Consultant shall treat all records and work product prepared or maintained by Consultant in the performance of this Agreement as confidential.

A violation by Consultant of this section shall be a material violation of this Agreement and will justify legal and/or equitable relief.

Consultant's obligations under this section shall survive the completion of services, expiration or termination of this Agreement.

33. News and Information Release. Consultant agrees that it will not issue any news releases in connection with either the award of this Agreement, or any subsequent amendment of or efforts under this Agreement, without first obtaining review and approval of said news releases from City through the City Representative.

34. City Representative. The City Representative specified in Exhibit A, or the representative's designee, shall administer this Agreement for the City.

35. Counterparts. The parties may execute this Agreement in one or more counterparts, each of which shall be deemed an original, but all of which together shall be deemed one and the same instrument.

36. Facsimile Signature; Electronic Signature. This Agreement shall be binding upon the receipt of facsimile signatures or e-mailed by PDF or otherwise.

Any person transmitting his or her signature by facsimile or electronically shall promptly send an original signature to the other party pursuant to the notice provision of this Agreement. The failure to send an original shall not affect the binding nature of this Agreement.

37. Authority. The person signing this Agreement for Consultant hereby represents and warrants that he/she is fully authorized to sign this Agreement on behalf of Consultant.

38. Exhibits. The following exhibits are attached hereto and incorporated herein by reference:

Exhibit A, entitled "Scope of Work," including any attachments Exhibit B, entitled "Compensation," including any attachments Exhibit C, entitled "Insurance Requirements," including attachments Consultant and Professional Services Agreement (Revised 01.2019) Page 9 of 11 DocuSign Envelope ID: 6C88932C-(]53F-43BD-BE66-FCE4AFBAEA67 [SIGNATURES ON FOLLOWING PAGE]
Consultant and Professional Services Agreement (Revised 01.2019) Page 10 of 11 DocuSign Envelope ID: ÔC88932C-C53F-43BD-BE66-FCE#AFBAEA67 IN WITNESS WHEREOF, the parties have executed this Agreement on the day and year shown below the name of each of the parties.

E SOURCE COMPANIES, LLC
a Delaware corporation

CITY OF VALLEJO,
a municipal corporation
DocuSIgned hy : r - Docusigned by
By cirrococ22392101vaít fl- 64 * Bv: | ÁF'té Al'lløøf
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Dale Pennington Greg Nyhoff
President City Manager
1/ 25/ 2021 DATE:DATE:

ATTEST:
- DocuS ,gned by :

By: | Påwk G. àl,raluu,sók
- 148900255950425
Uawn ADranamson
(City Seal) City Clerk
APPROVED AS TO FORM:
- DocuSigned by:
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- Veronica Nebb
. City Attorney1 --
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APPROVED AS TO INSURANCE:
r --Docusigned by:
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Armond Sarkis
Risk Manager
APPROVED AS TO CONTENT:
- DocuS ,gned by :

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Mike Malone
Water Director
Consultant and Professional Services Agreement (Revised 01.2019) Pagellofll - ./ í
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DocuSign Envelope ID: ÔC889320053F-43BD-BE66-FCE4AFBAEA67

EXHIBIT A

SCOPE OF WORK

1. Representatives. The City Representative for this Agreement is:

Mark Quady
Engineering Manager
Water Department
555 Santa Clara Street
Vallejo CA 94590
(707) 648-4309
(707) 648-4060
The Consultant's Representative for this Agreement is:

Nicole Naassan
Vice President
E Source Companies, LLC
2351 Energy Drive, Suite 1010
Baton Rouge, LA 70808
(703) 216-5752
(225) 612-6404
All routine administrative communications between the parties will be between the above named representatives and may be by personal delivery, mail, facsimile transmission, or electronic mail as agreed between the Consultant Representative and City's Representative.

2. Services to be Provided. The services provided shall be as set forth in Attachment 1 of Exhibit A, attached hereto and incorporated herein by this reference.

3. Time for Performance. Consultant will perform the services according to the schedule contained in Attachment 2 of Exhibit A. If the schedule calls for the services to be performed in phases or discrete increments, Consultant shall not proceed from one phase or increment to the next without written authorization from the City's Representative. Consultant will complete all services by October 31, 2021.

4. Key Personnel. All of the individuals identified below are necessary for the successful prosecution of the services due to their unique expertise and depth and breadth of experience. There shall be no change in the personnel listed below, without written approval of the City Representative. Consultant recognizes that the Consultant and Professional Services Agreement (Revised 01.2019) Exhibit A - Scope of Work

DocuSign Envelope ID: 6C88932C-C53F-43BD-BE66-FCE4AFBAEA67 composition of this team was instrumental in the City's decision to award the work to Consultant and that compelling reasons for substituting these individuals must be demonstrated for the City's consent to be granted. Any substitutes shall be persons of comparable or superior expertise and experience. Failure to comply with the provisions of this section shall constitute a material breach of Consultant's obligations under this Agreement and shall be grounds for termination.

Key personnel are as follows:

Name Title
Nicole Naassan Director
Steve Burge Senior Associate
Don Rankin Manager
Jon Mitchell Senior Analyst
Alyssa Pourciau Analyst
Consultant and Professional Services Agreement (Revised 01.2019) Exhibit A - Scope of Work

DocuSign Envelope ID: 6C88932C-C53843BD -BE66-FCE4AFBAEA67 VALLEJOc -
Exhibit A, Attachment 1 - Scope of Services
UtiliWorks Consulting Proposal
Advanced Metering Infrastructure
System Procurement Consulting
Services
October 13, 2020
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City of Vallejo
Water Department
555 Santa Clara Street
Vallejo , CA 94590
Attn : Mark Quady
1 UtiliWorks Consulting, LLC.
2351 Energy Di-. STE 1010
Baton Rouge, LA 70808
225.766.4188 Office
225.612.6404 Fax
www.utiliworks.com Strategic Utility Consulting
DocuSign Envelope ID· 6C88932C-C53F-4380-BE66-FCE4AFBAEA67 Table of Contents
Transmittal Letter 3
Section 1 - Firm Profile 5
Section 2 - Past & Present Client< 6
Section 3 - Scope of Work 8
Section 4 - Project Org Chart 13
Section 5 - Referen,- 14
Section 6 - Fees 1 6
Section 7 - Estimated Schedule 17
Page I 2 of 17 © 2020 UtiliWorks Consulting
DocuSign Envelope ID: 6C88932C-C53F-43BD-BE66-FCE4AFBAEA67 Transmittal Letter
UtiliWorks Consulting, LLC ("UtiliWorks") appreciates the opportunity to submit this proposal to the City of Vallejo ("Vallejo" or "City") in response to their expressed interest in seeking AMI consulting services. UtiliWorks understands that The City of Vallejo has just over 38,000 connections, three (3) treatment plants and nine (9) pressure zones with just under 600 miles of water transmission and distribution mains. The Water Department provides administrative, engineering, water treatment, and maintenance support for the City's potable water treatment and distribution .

UtiliWorks is a highly specialized providing professional services to assist only municipal utilities in the evaluation, design, procurement, and implementation of advanced metering and related technology solutions; this is the exclusive focus of our company. UtiliWorks has worked on behalf of other nearby municipalities/ utilities to the City of Vallejo, such as Santa Rosa, Roseville, along with working with numerous similar size utilities within the great State of California. We have completed or have active project work for a total of 22 California utilities, and engaged on behalf of the California Public Utility Commission. Our firm's key differentiators include:

1. Agile and Adaptable Consulting Firm that Specializes in this Market Space. We are a smaller, highly focused company with subject matter experts who have deep roots in the AMI market.

Being a smaller consulting firm focused on AMI, we typically have a lower cost compared to large multi-national engineering firms. We will provide the City of Vallejo and its members full access to our senior staff and executives. We have excellent client references from utilities who desire a more agile organization with a tailored delivery strategy. Our team is known for our "hands-on" experience with technology, vendors, and owners in both pilot and full deployment environments.

You will see evidence of our work with virtually all the leading vendors in this space. We believe our team has more true deployment experience (versus theoretical understanding) than any other consulting firm in this sector. Our references are the best way to confirm this.

2. A Tailored Solution for Your Unique Environment. As part of our regular engagements, UtiliWorks helps our clients determine which technology applications make sense for their unique environment. This includes budgeting, planning, selection of the appropriate technology, and providing implementation support and oversight. Working in conjunction with utility personnel, the UtiliWorks team can create an optimum solution for Vallejo because we do not associate our recommendations with a particular technology, and we have no vendor affiliations. This allows us to independently guide utilities towards a "best-fit" solution without outside influence.

Although independent, our executives at UtiliWorks have strong working relationships and direct access to top level personnel at AMI vendor organizations. This helps to expedite resolution of any issues that may arise during a project. Our team also has a robust pricing database which further assists in negotiating the most favorable terms possible for our utility clients.

3. Industry Recognition: UtiliWorks has worked with over 100 utilities on AMI engagements over the past 15 years and is very familiar with utility operations across all functional areas. By utilizing a strategic approach, we have been able to assist our clients in receiving industry accolades. These include:
a. Orangeburg Department of Public Utilities (DPU), SC ("Best Smart Infrastructure Project of the Year", CS Week)
b. Albuquerque Bernalillo County Water Utility Authority, NM ("Best Smart Infrastructure Project ", CS Week)
c. Ruston, LA ("Smart Grid Project of the Year", Utility Automation and Engineering TaD Magazine)
d. San Marcos, TX C'Best Smart Infrastructure/Grid Project", CS Week and "AMI Project of the Year", DistribuTECH)
Many of our clients have been featured in both international trade journals and local newspapers based on the success of their AMI projects. UtiliWorks is very proud of our clients' accomplishments and will always seek to gain them the recognition they deserve.

Pagel 3 of 17 © 2020 UtiliWorks Consulting
DocuSign Envelope ID: 6C88932C-C53F-43BD-BE66-FCE4AFBAEA67 UtiliWorks is a wholly owned subsidiary of E Source Companies, LLC ("E Source"). E Source offers a broad portfolio of customer-first and technology-driven solutions to help utilities effectively manage the customer and infrastructure sides of their business reliably, efficiently, safely, and sustainably.

The Technology Planning and Implementation (TPI) Division of E Source consists of UtiliWorks Consulting and Excergy Corporation. This combination of the two leading firms in the utility operational technology consulting space offers significant innovation, expertise, and experience to customers. The guidance E Source offers helps customers make data-driven decisions to strengthen their customer relationships, plan for tomorrow's infrastructure needs, and further their environmental sustainability goals while becoming more innovative and responsive in the rapidly evolving market.

Additionally, E Source's TROVE Predictive Data Science and StrategyWise subsidiaries provide predictive data science solutions for the utility industry, delivering data-driven artificial intelligence (Al) solutions for utilities' customer and infrastructure related challenges.

UtiliWorks is prepared to begin working on this project as soon as possible, with the issuance of a Notice to Proceed. Our team has expertise in performing all tasks requested by the RFP and proposed in our Scope of Work. We are confident in our ability to meet the time schedules and complete the work for a budget that is acceptable to Vallejo. The experience and qualifications of our proposed staff are exceptional and demonstrate their expertise.

UtiliWorks is enthusiastic about the opportunity to work with Vallejo. In summary, we believe that UtiliWorks is an excellent fit for the work requested. We are confident that our team will connect with your utility in a cost-effective way that will yield great results.

As the President of UtiliWorks Consulting, I am authorized to submit this proposal on behalf of UtiliWorks Consulting, LLC.

Thank you for your consideration.

Respectfully submitted,
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Dale Pennington
President
UtiliWorks Consulting, LLC
2351 Energy Drive Suite 1010
Baton Rouge, LA 70808
P (225) 766-4188
Page I 4 of 17 © 2020 UtiliWorks Consulting
DocuSign Envelope ID 6C88932C-C53F-43BD-BE66-FCE4AFBAEA67 Section 1 - Firm Profile
UtiliWorks Consulting is a wholly owned subsidiary of E Source. Since our founding in 2005, we have provided services for over 100 clients with a core focus on AMI/ Smart Metering technology. UtiliWorks has a clear understanding of the costs and benefits derived from AMI and other associated technology solutions for utilities , as well as the operational impacts of deploying such technology. Additionally, UtiliWorks has performed program management oversight of all major vendors. A profile of our services and areas of expertise is as follows:
.
utiliworl ¿Šonsulting , LLC 1 -/ 7
2351 Energy Drive Contact: Dale Pennington
Contact Suite 1010 Phone: (631) 807-4063
Information Baton Rouge, Louisiana 70808 Fax: (225) 612-6404 Website: www.utiliworks.com Email: dpennineton@utiliworks .com Business
Focus,
Attributes
· Utility-focused professional services firm
· Advanced metering and associated technology design and deployment · Project management and implementation support
Company Founded: 2005 FEIN: 20-4402870
Information Limited Liability Company DUNS: 825164713
Services
· Feasibility Studies · Strategic Planning · Financial Modeling and Data Analytics · RFP Development and Procurement · Business Process Improvement · Systems Design and Integration · Program Management · Communications · Grant Writing and Reporting · Field Surveys · Change Management · Deployment Strategy Development · Utility Technology Vision and Roadmap Development Company
Mission
Together with our clients, UtiliWorks advances business and technology solutions which strategically enhance utility operations. We focus on the delivery of your technology system and the requisite business process changes that will drive performance throughout your organization.

Location
· Corporate Headquarters in Boulder, Colorado
UtiliWorks Divisional Office in Baton Rouge, Louisiana
· Associate offices in Colorado, California, Florida, Illinois, Indiana, Kansas, Minnesota, New York, North Carolina, Virginia, Oregon, Tennessee, Texas, Washington, and Alberta, Canada
Banking
Chase Bank
1125 17th Street, Floor 03; Denver, CO 80202
Attention : Sean Smythe
Phone: (303) 244 -3269
Insurance
and
Bonding
RBN Insurance Services
303 E. Wacker Drive, Suite 650, Chicago IL 60601
Attn : Telisa Gibson
Email: [email protected]
Phone: (312) 801-8085
Fairfield & Woods, P.C.
1801 California Street, Suite 2600 Denver, CO 80202
Legal Attention : Peter Edwards
Email: [email protected]
Phone: (303) 830-2400; Fax: (303) 830-1033
Pagel 5of 17 © 2020 UtiliWorks Consulting
DocuSign Envelope ID: 6C88932C-C53F-43BD-BE66-FCE4AFBAEA67 Section 2 - Past & Present Clients
Our team has worked across the United States and abroad with utilities in relation to their various AMI initiatives. The map below demonstrates the breadth of our experience across the lower 48 states and speaks to our ability to provide benefits for a diverse clientele. Our recommendations are informed by a detailed review of your utility's unique culture, practices, and characteristics. 9 -2'a: OMontreal . 9'
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Cuba
Men City Dominican
Republic
Puerto Rico
Guatemala
Honduras
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Nicaragua
Pagel 6of 17 © 2020 UtiliWorks Consulting
DocuSign Envelope ID 6C88932C-C53F-4380 -BE66-FCE4AFBAEA67 Uti lity State Client Type Meters
Alameda County Water District CA Water 82,400
Alameda Municipal Power CA Electric 35,000
Azusa Light and Water CA Electric/Water 53,000
Burbank Water and Power CA Electric / Water 50,000
California Public Utility Commission CA Electric / Gas N/A City of Buena Park CA Water 20,000
City of Oceanside CA Water 44,000
City of Palo Alto CA Electric/Water/ Gas 72,000
City of Riverside CA Electric/Water 165,000
City of Rosevílle CA Electric / Water 93,000
City of Santa Ana CA Water 45,000
City of Santa Barbara CA Water 27,000
City of Santa Rosa CA Water 53,000
City of Seal Beach CA Water 5,400
City of Shasta Lake CA Electric 4,600
City of Signal Hill CA Water 3,000
Crescenta Valley Water District CA Water 8,000
Electric Power Research Institute CA N/ A N/ A
Glendale Water & Power CA Electric/Water 119,000
Las Virgenes Municipal Water District CA Water 22,000
Long Beach Gas and Oil CA Gas 144,000
Long Beach Water Department CA Water 100,000
Los Angeles Department of Water and Power CA Electric / Water 2,060,000 North Marin Water District CA Water 20,800
Pagel 7of 17 © 2020 UtiliWorks Consulting
DocuSign Envelope ID 6C88932C-C53F-43BD-BE66-FCE4AFBAEA67 Section 3 - Scope of Work
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UtiliWorks developed this scope of work considering the following assumptions:
• Vallejo will assign a Project Manager (PM) to participate in regularly scheduled status calls with the UtiliWorks Project Manager, to review open issues, and to remove barriers to progress.
• Vallejo will designate the necessary Subject Matter Experts (SMEs) from all functional teams to actively participate throughout all phases of the project. • Vallejo will have reasonable responsiveness to data requests, document/deliverable reviews, and meeting requests.
• Work will be performed by UtiliWorks resources either on-site or off-site in the completion of SOW deliverables.
• During on-site sessions, Vallejo will provide meeting space, teleconference line, projector, and wireless Internet connection for all relevant participants for all meetings. • Vallejo will be responsible for all terms and conditions outlined in the final contract with vendor(s). UtiliWorks will provide input on certain terms and conditions but will not provide legal review or opinion.
þsl , frocurement anivendo, contraci,Negotiation-
This task will cover development of use case specifications; the planning, preparation, and development of the Request for Proposal (RFP); assistance with the evaluation and selection of an AMI solution; and vendor contract negotiations. Specific tasks and deliverables associated with this task are outlined below.

Task 1.1 - Technology Review / Education
During our customized technology review workshop, UtiliWorks will discuss the critical success factors and relative advantages/disadvantages of AMI platforms as they relate to Vallejo. We delve into the success stories of other utilities and discuss how Vallejo can avoid potentially pitfalls. We will provide you with a market vendor overview along with explanations of how the products and system characteristics could impact your operations and customer base. The technology review will be an interactive discussion designed to provoke thought, prompt questions, and bring Vallejo's team base- level knowledge up to a level suitable for making decisions going forward with an AMI initiative.

Deliverables:
• Technology Workshop
• Technology Workshop Agenda (*.doc)
• Vendor product overview (*.ppt)
Task 1.2 - Project Goals and Objectives
Our team forms a solid foundation for success by conducting a workshop with executives, stakeholders, and key SMEs to establish a common understanding of Vallejo project goals, drivers, success factors, and risks. This approach is designed to stimulate discussion around project goals and objectives that otherwise may not have been considered. This task will serve as the foundation for future work to ensure what is ultimately deployed directly addresses the utility's goals and objectives.

Pagel 8of 17 © 2020 UtiliWorks Consulting
DocuSign Envelope ID: 6C88932C-C53F-43BD-BE66-FCE4AFBAEA67 Deliverables:
• Goals and Objectives Workshop
• Goals and Objectives Workshop Agenda (*.doc/*. ppt)
• Project Goals and Objectives included in the RFP
Task 1.3 - Use Case Prioritization
As part of discovery, UtiliWorks will host a workshop with Vallejo with a focus on understanding use cases that will support Vallejo goals and objectives as well as other desired use cases for an AMI implementation. Through this effort, our team will identify the appropriate technology, add-on applications, and/or additional data integrations related to your AMI program.

With input from stakeholders across your organization, our team will suggest relevant applications of AMI data and system event information. Our starting list includes use cases outlined by the National Institute of Standards and Technology (NIST), the American Water Works Association (AWWA), and other industry working groups, in addition to information derived from our past and present AMI projects. UtiliWorks will work with the Vallejo team to understand the possible applications for AMI data to support operational analysis and beyond.

UtiliWorks will leverage discovery information compiled about Vallejo to customize and group relevant use cases by specific business process, domain, and user roles that will interact for each specific outcome as defined in the use case. We work with your team to relate each use case to the desired business requirements to answer the "How?" for achieving strategic goals and objectives. This task serves as the basic building block for working towards functional and business requirements for your AMI program.

Assumptions:
• UtiliWorks will provide a starting list of use cases for this Task.

Deliverables:
• Workshop Agenda (*.doc)
• Master Use Case List (*.xls)
Task 1.4 - Use Case Development
From the master list of use cases that were prioritized based on program needs, the engagement shifts to one-on-one involvement with the Vallejo staff to detail out functional requirements for the project. UtiliWorks develops the use case specifications with direct engagement with impacted stakeholders (actors) in the organization. The use case specifications include a purpose or description of the use case's end goal, information to be exchanged, actor(s) involved, preconditions, list of steps to accomplish the use case, and postconditions. From these specifications, our team will draw system requirements that will be relevant during procurement of related AMI technology.

Assumptions:
• UtiliWorks has proposed this task assuming the development of twenty (20) use cases. If additional use cases are desired, UtìlìWorks will submit a change request for additional funding.

Page I 9 of 17 © 2020 UtiliWorks Consulting
DocuSign Envelope ID: 6C88932C-C53F-43BD-BE66-FCE4AFBAEA67 Deliverables:
• Use Case Specifications (*.doc)
Task 1.5 - Requirements Development
UtiliWorks' approach to the procurement of technology is premised on the need to identify tight , detailed requirements. Based on the worked performed in the previous tasks, UtiliWorks will package the technical requirements necessary to fulfill the use cases and provide specifications based on the project scope.

In addition to the compilation of these requirements, UtiliWorks will work with Vallejo to develop a strategy for the release and solicitation of proposals, relative to a number of factors including:
• IT practices, physical infrastructure, staffing, software development, software support, software integration, data management, security, and project management • RFP policies, administration, cost considerations, terms & conditions, vendor communications, and timeline
• Appendices, attachments, vendor response format, and evaluation methodology Deliverables:
• Procurement and Requirements Workshop
• Procurement and Requirements Workshop Agenda (*.doc)
• Supporting Workshop Notes (*.ppt)
• Requirements Workbook(s) (*.xls)
Task 1.6 - RFP Draft
UtiliWorks will prepare the RFP with the intent to provide the vendor community with the essential information to prepare a robust response that is tailored to Vallejo. UtiliWorks will incorporate the SOW into Vallejo's standard RFP boilerplate and review with the Vallejo team (including representatives of purchasing and legal) to ensure that all requirements are accurately reflected. It is anticipated that there will be several iterations for the RFP draft creation and the RFP draft review until we reach to the point where the RFP is complete and acceptable for publication.

UtiliWorks will also compile a comprehensive list of potential proposers (which may or may not include: Telecom/Network, AMI, MDMS, Meters/Materials, Installation) that would represent viable options to satisfy the goals and requirements of Vallejo.

Delìverables:
• Publish-ready RFP (*.doc), including finalized Requirements Workbook(s) (*.xls), finalized Vendor Questionnaire Workbook (*.xls), and Cost Proposal Workbook (*.xls) • Vendor List and Contact Information (*.xls)
• Evaluation criteria and scoring weights, scorecard, and evaluation materials (*.xls) Task 1.7 - RFP Administration
UtiliWorks will assist Vallejo with those tasks that must be managed once the RFP is released including: (a) advertising the RFP; (b) setting the agenda and leading a pre-proposal meeting, and coordinating a service area field tour; (c) receiving and responding to vendor questions in conjunction with Vallejo; and (d) publishing any necessary addenda.

Pagel 10of 17 © 2020 UtiliWorks Consulting
DocuSign Envelope ID: 6C88932C-C53F-4380-BE66-FCE4AFBAEA67 Deliverables:
• RFP management actìvìties
• Reference check templates and evaluation process materials (*.xls) • Pre-Proposal Meeting Agenda (*.doc)
• Pre-Proposal Presentation (*.ppt)
• Pre-Proposal Meeting Field Assessment Agenda (*.doc)
• Responses to proposer questions (*.doc)
Task 1.8 - Response Evaluation Support
Prior to the receipt of responses, the UtiliWorks PM will work with the Vallejo PM to organize and schedule the proposal review process. As the responses are received, UtiliWorks' team of SMEs immediately starts the evaluation process alongside the Vallejo-designated Evaluation Team.

UtiliWorks will summarize key components of each proposal in matrices to allow for easy comparison of proposals across different areas of the solicitation. To aid in this comparison, UtiliWorks will provide Vallejo with a comprehensive, systematic note-taking methodology that will allow evaluators to document and compare any notes, questions, and concerns. This open nature of this evaluation process will provide clarity and understanding to all participants involved, as well as serve as a repository for any additional follow-up questions to vendors that may need to be addressed during this task.

UtiliWorks will also analyze each cost proposal. When lining up the cost proposals side-by-side, it is common to discover that each vendor quote differs in some fashion, making it difficult to perform an apples-to-apples comparison. We minimize this challenge with how we structure the RFP response requirements and our analytical approach to cost normalization.

UtiliWorks will work with Vallejo throughout the evaluation process to arrive at a shortlist of recommended candidates. We will work with the Vallejo Evaluation Team to customize the shortlist meeting agenda and outline questions for each vendor interview. Our team will attend the shortlist interviews and ensure that candidates answer questions comprehensively and to Vallejo's satisfaction. UtiliWorks will also assist Vallejo with reference checks and potentially arrange site visits, so that Vallejo may obtain useful feedback from the experiences of other water utilities.

At the end of the evaluation process, we will work with Vallejo team to weigh the pros and cons of each shortlist candidate so that Vallejo can arrive at a final selection.

Deliverables:
• High-Level Proposal Summary Comparison Matrix (*.xls) • Vendor Questionnaire Proposer Response Comparison Matrix (*.xls) • Requirements Proposer Response Comparison Matrix (*.xls) • Cost Normalization (*.xls)
• Consolidated proposal clarifications, notes, and/or questions (*.doc) • Shortlist interview agenda/questions (*.doc)
• Shortlist interview participation
• Shortlist interview summaries (*.doc)
• Reference checks and scorecards (*.doc, *.xls)
• Evaluation summary memorandum (*.doc)
Task 1.9 - Vendor Contract Negotiations
UtiliWorks will provide guidance and support to Vallejo during contract negotiations with the selected vendor(s). Our experts will review and provide editorial for the proposed vendor contract and SOW, Pagel 11 of 17 © 2020 UtiliWorks Consulting
DocuSign Envelope ID: 6C88932C-C53643BD-BE66-FCE4AFBAEA67 determine whether the SOW complies with Vallejo requirements/contract, and negotiate terms that are as favorable as possible to Vallejo. UtiliWorks will work with Vallejo and the respective vendor(s) to identify and document Vallejo-specific systems acceptance criteria; identify and document expected deliverables to be produced; and identify price concessions. UtiliWorks will actively participate in discussions and negotiations with the selected vendor on behalf of Vallejo.

UtiliWorks wilt work with Vallejo to develop the final vendor contract presentation to the City Council and attend the City Council meeting to answer questions / provide clarification if desired Assumptions:
• UtiliWorks estimated the fee for this task assuming the duration of vendor contract negotiations is two (2) months. If the duration extends beyond the two (2) month duration, UtiliWorks will submit a change request for additional funding.
• Valle will be responsible for all terms and conditions outlined in the final agreement with vendor(s). UtiliWorks will provide input on certain terms and conditions but will not provide legal review or opinion.

Deliverables:
• Draft notes of contracting meetings to memorialize critical details in the contract underlying the systems the vendor is offering (*.doc and/or *.xls)
• Draft edits to vendor's SOW(s), including review of compliance with technical and business requirements, project approach, payment schedule, system acceptance criteria, and integration diagram (*.doc or *.pdf)
• City Council-Ready Vendor Contract (*.doc)
Task 1.10 - Project Management and Services
UtiliWorks will provide structured project management to ensure that all project components are executed in a timely, organized fashion and completed to the project definition and expectations.

Project Management activities include:
• maintaining the overall project schedule
• working with all project participants to monitor progress and adjust the work plan as needed to stay on schedule
• facilitating regular project progress and other meetings • creating project status reports as required with input from Vallejo • tracking project budget
UtiliWorks will track this task order to ensure all work stays within scope and will initiate change requests for approval by Vallejo if required. Project timeliness, quality, and costs are measures of success and satisfaction. As such, the UtiliWorks delivery methodology employs a quality monitoring process whereby senior management within the firm will monitor all timeliness, quality, and project costs adherence to ensure success in all areas.

UtiliWorks will work with the Vallejo PM to develop and ratify the Project Charter that will provide project governance and communicate the goals and expected activities. UtiliWorks will set up and use a Vallejo-specific Microsoft SharePoínt website for collaboration including calendaring, contacts, document repositories, etc. Additionally, UtiliWorks will make use of web-based meeting applications for remote meetings, as necessary.

Deliverables:
• Project Charter (*.doc)
• Microsoft SharePoint Set-up and Website Administration Pagel 12ofl7 © 2020 UtiliWorks Consulting
DocuSign Envelope ID: 6C88932C-C53F-4380- BE66-FCE4AFBAEA67 Section 4 - Project Org Chart
(.11;k' t
Executive Sponsor
Consulting Director Project Manager
Procurement SME Water Operations SME
1 1
-..

Systems Integration /
Testing SM E Public Awareness SME Business Process SME
Pagel 13 of 17 © 2020 UtiliWorks Consulting
DocuSign Envelope ID: 6C88932C-C53F-4380 -BE66-FCE4AFBAEA67 Section 5 - References
Buena Park, California , 20,000 water meters
Name of Business Street Address City & State Contract Dates City of Buena Park 6550 Beach Blvd Buena Park, CA June 2014 - October 90621 2018
Contact Title Telephone Email Address
Mike McGee Water (714) 562-3701 [email protected]
Superintendent
Description of Work Performed: UtiliWorks was contracted to provide consulting services in the evaluation and application study of the current smart metering technologies and present an AMI/AMR business case to the City of Buena Park. UtiliWorks further assisted with and AMI/MDM procurement, including a CIS readiness assessment. UtiliWorks led development of the City's DOI WaterSMART grant application for FY2017 and was engaged as Program Manager for the AMI deployment for approximately 20,000 water meters.

Project Manager: Bret Vonder Reith, Kara Truschel
Key Lead Technical Roles: Kody Salem, Joe Kelly, Dylan Kelly, Nicole Naassan 01 LONG
Long Beach, California, 100,000 water meters
Name of Business Street Address City & State Contract Dates Long Beach Water 1800 E. Wardlow Long Beach, CA Nov 2015 - Present Department Road 90807
Contact Title Telephone Email Address
Chris Garner General Manager (562) 570-2001 [email protected] Description of Work Performed: UtiliWorks was engaged by the Long Beach Water Department (LBWD) to provide professional services to deliver an AMI/MDMS Assessment and Strategic Roadmap. Activities included: update to the AMI/MDMS business case; develop related as-is current state operations, communications infrastructure, and IT systems; review, analyze and provide recommendations related to LBWD's water conservation programs; and, develop desired data analytics by each utility department.

UtiliWorks was awarded the contract to provide AMI/MDMS procurement services and overall Program Management services starting in August 2017. This includes development and implementation of an Awareness and Education Campaign, Business Process Re- Engineering, and oversight of systems integration and testing. The project is expected to conclude in February 2021.

Project Manager: Nicole Naassan
Key Lead Technical Roles: Chrystal Bennett, Dylan Kelly, Don Rankin, Jon Mitchell, Dale Pennington, Kara Truschel, Kierra Thomas
Pagel 14 of 17 © 2020 UtiliWorks Consulting
DocuSign Envelope ID: 6C88932C-C53F-43BD-BE66-FCE4AFBAEA67 Roseville, California , 67,000 electric / 45,000
water meters NÕSiLLE

CALIFORNIA
Name of Business Street Address City & State Contract Dates City of Roseville 2090 Hílltop Circle Roseville, CA 95747 November 2015 - Present Contact Title Telephone Email Address
Todd White Assistant Electric (916) 746-1668 TWhite @roseville .ca.us Utility Director
Description of Work Performed: UtiliWorks was selected to provide consulting services in the evaluation of current smart metering technologies and develop an AMI business case.

The assessment outlined technologies suited for Roseville's unique environment and identified the associated business process and operational changes that must occur in order to be successful with moving to AMI. Following the assessment, UtiliWorks assisted Roseville in analyzing and evaluating responses to the Advanced Metering Infrastructure (AMI) RFP, supporting vendor evaluation, and assisting with vendor contract/scope of work negotiations.

UtiliWorks was then awarded the next phase of the project to provide overall Program Management support throughout the deployment of the AMI system/software, meters and communications infrastructure including business process re-engineering, communications campaign strategy, integration support services, business intelligence and reporting, and full deployment QA/ QC.

Project Manager: Tara Turch
Key Lead Technical Roles: Tom Grim, Parvathi Murali, Bob Russ, Nicole Naassan, Chase Berenson, Kierra Thomas, Chrystal Bennett
Santa Rosa, California, 53,000 water meters
City of l
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Name of Business Street Address City & State Contract Dates City of Santa Rosa 69 Stony Circle Santa Rosa, CA 95401 May 2014 - March 2019
Contact Title Telephone Email Address
Kimberly Zunino Santa Rosa Water (707) 543-3960 [email protected] Deputy Director
Description of Work Performed: UtiliWorks supported Santa Rosa Water through its efforts to deploy AMI technology, including oversight of the City's AMI project as the lead Program Manager . UtiliWorks assisted the City with the procurement process by defining the technical and business requirements and providing oversight on the development of the RFP. UtiliWorks provided contract support services and assisted the city in negotiations with the selected vendors. UtiliWorks was subsequently engaged to oversee proof of concept development and full system deployment. In the Program Manager role, UtiliWorks oversaw the full system deployment and managed interactions between and among the city and multiple vendors, including the AMI vendor, MDMS vendor, and the installation contractor.

Project Manager: Nicole Naassan / Bret Vonder Reith
Key Lead Technical Roles: Kody Salem, Joe Kelly, Dylan Kelly, Nicole Pennington Pagel 15 of 17 © 2020 UtiliWorks Consulting
DocuSign Envelope ID: 6C88932C-C53F-43BD-BE66-FCE4AFBAEA67 Section 6 - Fees
UtiliWorks will perform these services on a time and materials basis and invoice the City monthly.

Other Direct Costs (ODCs) are expected to be comprised primarily of travel that will also be invoiced monthly, at cost. The tables below provide the estimate of labor hours by task and the labor fee by task along and UtiliWorks hourly rates.
' Est.

Task Labor Fee ODCs Total Fee il
Hours
Task 1 - Procurement and Vendor Contract Negotiations
Task 1. 1 - Technology Review / Education 36 $ 7,200 5 -$ 7,200 Task 1.2 - Project Goals and Objectives 32 5 6,560 5 -$ 6,560 Task 1.3 - Use Case Prioritization 48 5 9,600 $ 3,000 $ 12,600 Task 1.4 - Use Case Development 176 $ 33,920 $ 3,000 $ 36,920 Task 1.5 - Requirements 92 5 17,840 $ 3,000 $ 20,840
Task 1.6 - RFP Draft 96 5 18,240 5 - $ 18,240
Task 1.7 - RFP Administration 80 $ 15,200 $ . $ 15,200 Task 1.8 - Response Evaluation Support 208 $ 40,960 $ 3,000 $ 43,960 Task 1.9 - Vendor Contract Negotiations 192 $ 40,440 $ 3,000 $ 43,440 Task 1. 10 - Project Management and 48 $ 9,600 $ $ 9,600Services - -* 9,
2 ...
1 Toya I , -2$ 1âE A_1po ..$ ;' 214 ,56,
Pagel 16 of 17 © 2020 UtiliWorks Consulting
DocuSign Envelope ID: 6C88932C-C53F-438D-BE66-FCE4AFBAEA67 EXHIBIT A, ATTACHMENT 2 - TIME FOR PERFORMANCE
Q4 20 Ql 21 0221 Q3 21
/D Task Name Start Finish Duration
Nx Dec Jm Feb 41, Apr Maý Jun èd Aug Sep Oct
./ ce m F 0d
5d
5d
5d
?od
10d
;Od
Od
jod
15d
;Od
2 Technology ReviewÆducation 1/18/2021 1/22/2021
3 Projed Goals and Objectives 1/18/2021 1/22/2021
4 Use Case Prioritization 1/25/2021 1/29/2021
5 Use Case Development 2/1/2021 2/26/2021
6 Requirements 2/22/2021 3/5/2021
7 RFP Draft 2/22/2021 4/16/2021
8 FØ RFP ' 4/19/2021 4/19/2021
9 RFP Administration 4/19/2021 5/28/2021

10 Response Evaluation Support 5/31/2021 7/30/2021
11 Vendor Contract Negotiations 8,2/2021 10/22/2021
12 Project Management and Servces 1/4/2021 10/22/2021 210d 1/4/2021 1/4/2021
DocuSign Envelope ID: 6C88932C-C53F-438[)-BE66-FCE4AFBAEA67

EXHIBIT B

COMPENSATION

1. Consultant's Compensation.

A. Services: City agrees to pay Consultant, at the rate(s) specified below, for those services set forth in Exhibit A of this Agreement and for all authorized reimbursable expenses, for a total not to exceed amount of Two Hundred Fourteen Thousand, Five Hundred and Sixty Dollars and Zero Cents ($214,560.00).

Consultant shall notify City in writing no later than thirty (30) days prior to the estimated date when Consultant will have billed City the maximum payment amount permitted under this Agreement, and Consultant shall provide City with an estimate of the additional compensation required to complete the project.

City agrees to pay Consultant for those services set forth in Exhibit A of this Agreement and for all authorized reimbursable expenses, in a lump sum upon satisfactory completion of the services and delivery of the work product.

B. Additional Services:

1. Additional Services are those services related to the scope of Services of Consultant as set forth in Exhibit A but not anticipated at the time of execution of this Agreement. Additional Services shall be provided only when a Supplemental Agreement authorizing such Additional Services is approved by the City Manager, or his or her designee. City reserves the right to perform any Additional Services with its own staff or to retain other Consultants to perform said Additional Services.

2. Consultant's compensation for Additional Services shall be based on the total numberof hours spent on Additional Services multiplied by the employees' appropriate billable hourly rate as established below. City, at its option, may negotiate a fixed fee for some or all Additional Services as the need arises. Where a fixed fee for Additional Services is established by mutual Agreement between City and Consultant, compensation to Consultant shall not exceed the fixed fee amount.

2. Appropriate Billable Hourly Rates for Services and Additional Services . Consultant's billable hourly rates shall be:

Consultant and Professional Services Agreement (Revised 01.2019) Exhibit B - Compensation

DocuSign Envelope ID· 6C88932C-C53F-4380-BE66-FCE4AFBAEA67 Title Rate
President $ 295.00
VP/Principal $ 260.00
Director $ 220.00
Senior Manager $ 220.00
Manager $ 220.00
Senior Associate $ 220.00
Consultant $ 220.00
Associate $ 190.00
Senior Analyst $ 160.00
Analyst $ 160.00
Junior Analyst $ 115.00
Administrative $ 115.00

3. Consultant's Reimbursable Expenses. Reimbursable Expenses shall be limited to actual reasonable expenditures of Consultant for expenses that are necessary for the proper completion of the Services and shall only be payable if specifically authorized in advance by City.

4. Payments to Consultant.

A. Payments to Consultant shall be made within a reasonable time after receipt of Consultant's invoice, said payments to be made in proportion to services performed. Consultant may request payment on a monthly basis. Consultant shall be responsible for the cost of supplying all documentation necessary to verify the monthly billings to the satisfaction of City.

B. All invoices submitted by Consultant shall contain the following information:

1. Description of services billed under this invoice

2. Date of Invoice Issuance

3. Sequential Invoice Number

4. City's Purchase Order Number (if issued)

5. Social Security Number or Taxpayer Identification Number

6. Amount of this Invoice (Itemize all Reimbursable Expenses")

7. Total Billed to Date
C. Items shall be separated into Services and Reimbursable Expenses.

Billings that do not conform to the format outlined above shall be returned to Consultant and Professional Services Agreement (Revised 01.2019) Exhibit B - Compensation

DocuSign Envelope ID: 6C88932(>C53F-4380-BE66-FCE4AFBAEA67 Consultant for correction. City shall not be responsible for delays in payment to Consultant resulting from Consultant's failure to comply with the invoice format described above.

D. Request for payment shall be sent to:

Mark Quady
Engineering Manager
Water Department
555 Santa Clara Street
Vallejo CA 94590

5. Accounting Records of Consultant. Consultant shall maintain for three (3) years after completion of all services hereunder, all records under this Agreement, including, but not limited to, records of Consultant's direct salary costs for all Services and Additional Services performed under this Agreement and records of Consultant's Reimbursable Expenses, in accordance with generally accepted accounting practices. Consultant shall keep such records available for audit, inspection and copying by representatives of the City's Finance Department or other government agencies during regular business hours upon twenty four (24) hours' notice.

The obligations of Consultant under this section shall survive this Agreement.

6. Taxes. Consultant shall pay, when and as due, any and all taxes incurred as a result of Consultant's compensation hereunder, including estimated taxes, and shall provide City with proof of such payments upon request.

7. Taxpayer Identification Number. Consultant shall provide City with Consultant's complete Request for Taxpayer Identification Number and Certification, Form W-9, as issued by the Internal Revenue Service, and any other State or local tax identification number requested by City.

Consultant and Professional Services Agreement (Revised 01.2019) Exhibit B - Compensation

DocuSign Envelope ID: 6C88932C-C53F-43BD-BE66-FCE4AFBAEA67

EXHIBIT C

INSURANCE REQUIREMENTS
Consultant shall procure and maintain for the duration of this Agreement, including any extensions thereto, insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of services hereunder by the Consultant, their agents, representatives, or employees or subcontractors.

1. Minimum Scope of Insurance. Coverage shall be at least as broad as:

A. Insurance Services Office form number GL 0002 covering Comprehensive General Liability and Insurance Services Office form number GL 0404 covering Broad Form Comprehensive General Liability; or Insurance Services Office Commercial General Liability coverage (occurrence form CG 0001).

B. Insurance Services Office form number CA 0001 covering Automobile Liability, code 1 any auto and endorsement CA 0025.

C. Workers' Compensation insurance as required by the State of California and Employer's Liability Insurance.

D. Professional Liability insurance appropriate to the Consultant's profession (Errors and Omission).

2. Minimum Limits of Insurance. Consultant shall maintain limits no less than:

A. General Liability: $2,000,000 per occurrence for bodily injury, personal injury, and property damage. If Commercial General Liability Insurance or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit.

B. Automobile Liability: $1,000,000 per accident for bodily injury and property damage.

C. Workers' Compensation and Employer's Liability: $1,000,000 per accident for bodily injury or disease. If Consultant is not subject to California Workers' Compensation requirements, Consultant shall file a completed certificate of exemption form which may be obtained from the City prior to commencing any activity authorized hereunder.

Consultant and Professional Services Agreement (Revised 01.2019) Exhibit C - Insurance Requirements

DocuSign Envelope ID: 6C88932C-C53F-4360-BE66-FCE4AFBAEA67 D. Professional Liability (Errors and Omission): $1,000,000 combined single limit per occurrence, and annual aggregate.

3. Deductible and Self-Insured Retention. Any deductibles or self-insured retention must be declared to and approved by the City. At the option of the City, either: the insurer shall reduce or eliminate such deductibles or self-insured retention as respects the City of Vallejo, its officers, officials, employees and volunteers; or the Consultant shall procure a bond guaranteeing payment of losses and related investigations, claim administration and defense expenses.

4. Other Insurance Provisions. The general liability and automobile liability policies, as can be provided, are to contain, or be endorsed to contain, the following provisions:

A. The City of Vallejo, its officers, officials, employees, agents and volunteers are to be covered as additional insureds as respects; liability, including defense costs, arising out of activities performed by or on behalf of the Consultant; products and completed operations of the Consultant; premises owned, occupied or used by the Consultant; or automobiles owned, leased hired or borrowed by the Consultant. The coverage shall contain no special limitations on the scope of protection afforded to the City of Vallejo, its officers, officials, employees, agents or volunteers. The insurance is to be issued by companies licensed to do business in the State of California.

B. For any claims related to this project, the Consultant's insurance coverage shall be primary insurance as respects the City of Vallejo, its officers, officials, employees, agents, and volunteers. Any insurance or self-insurance maintained by the City of Vallejo, its officers, officials, employees, agents, or volunteers shall be excess of the Consultant's insurance and shall not contribute with it.

C. Any failure to comply with reporting or other provisions of the policies including breaches of warranties shall not affect coverage provided to the City, its officers, officials, employees, agents, or volunteers.

D. The Consultant's insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer's liability.

E. Each insurance policy required by this clause shall be endorsed to state that coverage shall not be suspended, voided, canceled by either party, reduced in coverage or in limits except after thirty (30) days' prior written notice by certified mail, return receipt requested, has been given to the City.

F. The workers' compensation and employer's liability policy required hereunder shall be endorsed to state that the workers' compensation carrier Consultant and Professional Services Agreement (Revised 01.2019) Exhibit C - Insurance Requirements

DocuSign Envelope ID: 6C88932C-C53F·-43BD-BE66-FCE4AFBAEA67 waives its right of subrogation against City, its officers, officials, employees, agents and volunteers, which might arise by reason of payment under such policy in connection with Consultant's performance under this Agreement.

5. Acceptability of Insurers. Insurance is to be placed with insurers with a current A.M. Best's rating of no less than A:VII.

6. Verification of Coverage. Consultant shall furnish the City with certificates of insurance and original endorsements effecting general and automobile liability insurance coverage required by this clause. The certificates and endorsements are to be signed by a person authorized by that insurer to bind coverage on its behalf. All endorsements are to be received and approved by the City before work commences.

7. Subcontractors. Consultant shall include all subcontractors as insureds under its policies or shall furnish separate certificates and endorsements for each subcontractor. All coverages for subcontractors shall be subject to all of the requirements stated herein.

8. Payment Withhold. City will withhold payments to Consultant if the certificates of insurance and endorsements required in Paragraph F, above, are canceled or Consultant otherwise ceases to be insured as required herein.

Consultant and Professional Services Agreement (Revised 01.2019) Exhibit C - Insurance Requirements

DocuSign Envelope ID: 6C88932O-C53F-43BD-BE66-FCE4AFBAEA67

ACORD CERTIFICATE OF LIABILITY INSURANCE
DATE (MM/DD/Yn 'n
12/8/2020
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERT[FICATE HOLDER. THIS

CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERnFICATE HOLDER.

IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed.

If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s).

PRODUCER
RBN Insurance Services
303 E Wacker Dr Ste 650
Chicago IL 60601

INSURED
E Source Companies LLC
ES Intermediate, LLC & Excergy Corporation
ES Ventures LLC & ES Energy Consulting ULC
1745 38th St.

Boulder CO 80301

CONTACT
NAME: Telisa Gibson
PHONE
INC . No. Exü· 312 -856- 9400
EE·MAILADDRESS: [email protected]
INSURER{S) AFFORDING COVERAGE
INSURER A: Twin City Fire Insurance Co.

ESOURCE-01 INSURER e : Underwriters at Lloyds
INSURER C : Hartford Insurance Group
INSURER D :

INSURER E :

INSURER F :
ë. No): 312- 856 -9425
NAIC #
29459
11041
COVERAGES CERTIFICATE NUMBER: 2079804466 REVISION NUMBER:

THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS

CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.

INSR ADDL SUBR POLICY EFF POLICY EXP
LTR TYPE OF INSURANCE IN SO WVD POLICY NUMBER íMM/ DD/YYVY) (MM/ DD/YYYV ) LIMITS A X COMMERCIALGENERAL LIABILITY Y 83SBAAD4682 6/14/2020 6/14/2021 EACH OCCURRENCE $ 1.000,000 --- CLAIMS-NIADE 1* 1 OCCUR PREMISES (Ea occurrence) $ 1,000,000DAMAGE TO RENIED GEN'LAGGREGATE LIMIT APPLIES PER:

E POLICY [EMB [Elioc
OTHER:

A AUTOMOBILE LIABILITY Y

ANY AUTO
OWNED

AUTOS ONLY AUTOS

SCHEDULED

X HIRED NON-OWNED

AUTOS ONLY AUTOS ONLY
83SBAAD4682 6/14/2020 6/14/2021
MED EXP (Any one person) $ 10,000
PERSONAL & ADV INJURY $ 1,000,000
GENERALAGGREGATE $ 2,000,000
PRODUCTS - COMP/OP AGG $ 2.000,000
S
COMBINED SINGLE LIMIT $ 1,000,000<Ëa accidentì
BODILY INJURY (Per person) S
BODILY INJURY per accident) S
PROPERTY DAMAGE $
(Per accident)
$
A X UMBRELLA LIAB X OCCUR 83SBAAD4682 6/14/2020 6/14/2021 EACH OCCURRENCE $ 5,000,000

EXCESS LIAB CLAIMS-MADE
DED Ix i RETENTION Sin non
c WORKERS COMPENSAnON Y 83WECAD4JDVAND EMPLOYERS' LIABILITY

ANYPROPRIETOR/PARTNER/EXECUTIVE
OFFICERALEMBEREXCLUDED?
(Mandatory in NH)
If yes, describe under
DÈSCRIPHON OF OPERAnONS below
6/14/2020
Ë N / A
AGGREGATE $ 5,000,000
S
6/14/2021 X IPER

OTI+
1 STATUTE ER
E.L. EACH ACCIDENT $500,000
E.L. DISEASE- EA EMPLOYEE $ 500,000
E.L. DISEASE - POLICY LIMIT S 500,000
B Technology/Professional Liability CT0146320 6/14/2020 6/14/2021C (CA> Work Comp 83WECAD4JDV 6/14/2020 6/14/2021 Each ClainVAggregate 5,000,000 each
E.L Disease EA Employ $1,000,000E.LDisease EE,Pol $1,000,000 DESCRIPnON CF OPERATIONS i LOCAT:ONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may bo attached if more space & required) The City of Vallejo, its officers, officials, employees, agents and volunteers are listed as additional insured on with respect to General Liability on primary and non-contributory basis and Auto Liability as required by written contract or agreement. Wavier of Subrogation applies in favcr of additional insured with respect to the Workers Comp as required by written contract or agreement. 30 Days Notice of Cance[Iation applies.

CERTIFICATE HOLDER CANCELLATION

SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE

THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS.

City of Vallejo
555 Santa Clara Street
Vallejo CA 94590

AUTHORIZED REPRESENTATIVE

ULA----
© 1988-2015 ACORD CORPORATION. All rights reserved.

ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD DocuSign Envelope ID: ÔC88932C-C53F-4380-BE66-FCE4AFBAEA67 POLICY NUMBER: 83SBAAD4682
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

HIRED AUTO AND NON-OWNED AUTO
This endorsement modifies insurance provided under the following:

BUSINESS LIABILITY COVERAGE FORM
This coverage is subject to all provisions in the
BUSINESS LIABILITY COVERAGE FORM not
expressly modified herein:

A. Amended Coverage:

Coverage is extended to "bodily injury" and
"property damage" arising out of the use of a "hired
auto" and "non-owned auto".

B. Paragraph B. EXCLUSIONS is amended as
follows:

1. Exclusion g. Aircraft, Auto or Watercraft does
not apply to a "hired auto" or a "non-owned
auto".
moved from the place where they are
accepted by the "insured" for movement into
or onto the covered "auto"; or
c. After the "pollutants" or any property in
which the "pollutants" are contained are
moved from the covered "auto" to the place
where they are finally delivered, disposed of
or abandoned by the "insured".

Paragraph a. above does not apply to fuels,
lubricants, fluids, exhaust gases or other
similar "pollutants" that are needed for or
result from the normal electrical, hydraulic
or mechanical functioning of the covered
"auto" or its parts, if:

2. Exclusion e. Employers Liability does not
apply to "bodily injury" to domestic "employees"
not entitled to workers' compensation benefits
or to liability assumed by the "insured" under an
"insured contract".

3. Exclusion f. Pollution is replaced by the
following:
"Bodily injury" or "property damage" arising out
of the actual, alleged or threatened discharge,
dispersal, seepage, migration, release or
escape of "pollutants":
a. That are, or that are contained in any
property that is:
(1) Being transported or towed by, handled,
or handled for movement into, onto or
from, the covered "auto";
(2) Otherwise in the course of transit by or
on behalf of the "insured"; or
(3) Being stored, disposed of, treated or
processed in or upon the covered
'auto".
b. Before the "pollutants" or any property in
which the "pollutants" are contained are
Form SS 04 38 09 09
(1) The "pollutants" escape, seep, migrate,
or are discharged or released directly
frcm an "auto" part designed by its
manufacturer to hold, store, receive, or
dispose of such "pollutants"; and
(2) The "bodily injury" and "property
damage" does not arise out of the
operation of any equipment listed in
paragraphs 15.b. and 15.c. of the
definition of "mobile equipment".

Paragraphs b. and c. above do not apply to
"accidents" that occur away from premises
owned by or rented to an "insured" with
respect to "pollutants" not in or upon a
covered "auto" if:
(1) The "pollutants" or any property in
which the "pollutants" are contained are
upset, overturned or damaged as a
result of the maintenance or use of a
covered "auto"; and

© 2009, The Hartford
(Includes copyrighted material of ISO Properties, Inc., with its permission) DocuSign Envelope ID: 6C88932C-C53F-4380-BE66-FCE4AFBAEA67 (2) The discharge, dispersal, seepage,
migration, release or escape of the
"pollutants" is caused directly by such
upset, overturn or damage as a result of
the maintenance or use of a covered
"auto".

4. With respect to this coverage, the following
additional exclusions apply:
a. Fellow employee
Coverage does not apply to "bodily injury" to
any fellow "employee" of the "insured"
arising out of the operation of an "auto"
owned by the "insured" in the course of the
fellow "employee's" employment.
b. Care, custody or control
Coverage does not apply to "property
damage" involving property owned or
transported by the "insured" or in the
"insured's" care, custody or control.

C. With respect to "hired auto" and "non-owned auto"
coverage, Paragraph C. WHO IS AN INSURED is
deleted and replaced by the following:

The following are "insureds":
a. You.
b. Your "employee" while using with your
permission:
(1) An "auto" you hire or borrow; or
(2) An "auto" you don't own, hire or borrow in
your business or personal affairs; or
(3) An "auto" hired or rented by your
"employee" on your behalf and at your
direction.
c. Anyone else while using a "hired auto" or "non-
owned auto" with your permission except:
(1) The owner or anyone else from whom you
hire or borrow an "auto".
(2) Someone using an auto while he or she is
working in a business of selling, servicing,
repairing, parking or storing "autos" unless
that business is yours.
(3) Anyone other than your "employees",
partners (if you are a partnership), members
(if you are a limited liability company), or a
lessee or borrower or any of their
"employees", while moving property to or
from an "auto".
(4) A partner (if you are a partnership), or a
member (if you are a limited liability

company) for an "auto" owned by him or her
or a member of his or her household.
d. Anyone liable for the conduct of an "insured"
described above but only to the extent of that
liability.

D. With respect to the operation of a "hired auto" and
"non-owned auto", the following additional
conditions apply:

1. OTHER INSURANCE
a. Except for any liability assumed under an
"insured contract" the insurance provided by
this Coverage Form is excess over any
other collectible insurance.

However, if your business is the selling,
servicing, repairing, parking or storage of
"autos", the insurance provided by this
endorsement is primary when covered
"bodily injury" or "property damage" arises
out of the operation of a customer's "auto"
by you or your "employee".
b. When this Coverage Form and any other
Coverage Form or policy covers on the
same basis, either excess or primary, we
will pay only our share. Our share is the
proportion that the Limit of Insurance of our
Coverage Form bears to the total of the
limits of all the Coverage Forms and policies
covering on the same basis.

2. TWO OR MORE COVERAGE FORMS OR

POLICIES ISSUED BY US
If the Coverage Form and any other Coverage
Form or policy issued to you by us or any
company affiliated with us apply to the same
"accident", the aggregate maximum Limit of
Insurance under all the Coverage Forms or
policies shall not exceed the highest applicable
Limit of Insurance under any one Coverage
Form or policy. This condition does not apply to
any Coverage Form or policy issued by us or an
affiliated company specifically to apply as
excess insurance over this Coverage Form.

E. The following definitions are added:

G. LIABILITY AND MEDICAL EXPENSES
DEFINITIONS:

1. "Hired auto" means any "auto" you lease,
hire, rent or borrow. This does not include
any auto you lease, hire, rent or borrow
from any of your"employees", your partners
(if you are a partnership), members (if you
are a limited liability company),
Form SS 04 38 09 09
DocuSign Envelope ID: 6C88932C-C53F-43BD-BE66-FCE4AFBAEA67 or your "executive officers" or members of
their households.

This does not include a long-term leased
"auto" that you insure as an owned "auto"
under any other auto liability insurance
policy or a temporary substitute for an
"auto" you own that is out of service
because of its breakdown, repair, servicing
or destruction.

2. "Non-owned auto " means any "auto" you
do not own, lease, hire, rent or borrow
which is used in connection with your
business. This includes:
a. "Autos" owned by your "employees" your
partners (if you are a partnership),
members (if you are a limited liability
company), or your "executive officers",
or members of their households, but
only while used in your business or your
personal affairs.
b. Customer's "auto" that is in your care,
custody or control for service.

Form SS 04 38 09 09 Page 3 of 3
DocuSign Envelope ID: 6C88932C-¢53F-4380-BE66-FCE4AFBAEA67 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

WAIVER OF OUR RIGHT TO RECOVER

FROM OTHERS ENDORSEMENT
Policy Number: 83 WEC AD4JDV Endorsement Number:

Effective Date: 06/14/20 Effective hour is the same as stated on the Information Page of the policy.

Named Insured and Address: E Source Companies, LLC
1745 38TH ST
BOULDER CO 80301
We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule.

This agreement shall not operate directly or indirectly to benefit anyone not named in the Schedule.

SCHEDULE
Any person or organization from whom you are required by contract or agreement to obtain this waiver from us.

Endorsement is not applicable in KY, NH, NJ or for any MO construction risk Countersigned by
Authorized Representative
Form WC 00 03 13 Printed in U.S.A.

Process Date: 05/05/20 Policy Expiration Date: 06/14/21 DocuSign Envelope ID: 6C88932C-C53F-43BD-BE66-FCE4AFBAEA67

BUSINESS LIABILITY COVERAGE FORM
Various provisions in this policy restrict coverage. Read the entire policy carefully to determine rights, duties and what is and is not covered.

Throughout this policy the words "you" and "your" refer to the Named Insured shown in the Declarations. The words "we", "us- and "our» refer to the stock insurance company member of The Hartford providing this insurance.

The word "insured" means any person or organization qualifying as such under Section C. - Who Is An Insured.

Other words and phrases that appear in quotation marks have special meaning. Refer to Section G. - Liability And Medical Expenses Definitions.

A. COVERAGES

1. BUSINESS LIABILITY COVERAGE (BODILY

INJURY, PROPERTY DAMAGE, PERSONAL

AND ADVERTISING INJURY)
Insuring Agreement
a. We will pay those sums that the insured
becomes legally obligated to pay as
damages because of "bodily injury",
"properly damage" or "personal and
advertising injury" to which this insurance
applies. We will have the right and duty to
defend the insured against any "suit"
seeking those damages. However, we will
have no duty to defend the insured against
any "suit" seeking damages for ;'bodily
injury", "property damage" or "personal and
advertising injury" to which this insurance
does not apply.

We may, at our discretion, investigate any
"occurrence" or offense and settle any claim
or "suit" that may result. But:
(1) The amount we will pay for damages is
limited as described in Section D. -
Liability And Medical Expenses Limits
Of Insurance; and
(2) Our right and duty to defend ends when
we have used up the applicable limit of
insurance En the payment of judgments,
settlements or medical expenses to which
this insurance applies.

No other obligation or liabiliw to pay sums or
perform acts or services is covered unless
explicitly provided for under Coverage
Extension - Supplementary Payments.
b. This insurance applies:
(1) To "bodily injury" and "property
damage" only if:

Form SS 00 08 04 05
(a) The " bodily injury" or "property
damage" is caused by an
"occurrence" that takes place in the
"coverage territory";
(b) The "bodily injury " or "property
damage" occurs during the policy
period; and
(c) Prior to the policy period, no insured
listed under Paragraph 1. of Section
C. - Who Is An Insured and no
"employee" authorized by you to give
or receive notice of an "occurrenœ"
or claim, knew that the "bodily injury"
or "property damage" had occurred,
in whole or in part. If such a listed
insured or authorized "employee"
knew, prior to the policy period, that
the "bodily injury" or "property
damage" occurred, then any
continuation, change or resumption
of such "bodily injury" or "property
damage" during or after the policy
period will be deemed to have been
known prior to the policy period.
(2) To "personal and advertising injury"
caused by an offense arising out of your
business, but only if the offense was
committed in the "coverage territory"
during the policy period.
c. "Bodily injury" or "property damage" will be
deemed to have been known to have
occurred at the earliest time when any
insured listed under Paragraph 1. of Section
C. - Who Is An Insured or any "employee"
authorized by you to give or receive notice
of an "occurrence" or claim:
(1) Reports all, or any part, of the "bodily
injury" or "property damage" to us or
any other insurer;

© 2005, The Hartford
DocuSign Envelope ID: 6C88932C-C53F-43BD-BE66-FCE4AFBAEA67

BUSINESS LIABILITY COVERAGE FORM
(2) Receives a written or verbal demand or
claim for damages because of the "bodily
injury" or"propeg damage"; or
(3) Becomes aware by any other means that
"bodily injury" or "property damage" has
occurred or has begun to occur.
d. Damages because of "bodily injury" include
damages claimed by any person or
organization for care, loss of services or
death resulting at any time from the "bodily
injury".
e. Incidental Medical Malpractice
b. We will make these payments regardless of
fault. These payments will not exceed the
applicable limit of insurance. We will pay
reasonable expenses for:
(1) First aid administered at the time of an
accident;
(2) Necessary medical, surgical, x-ray and
dental services, including prosthetic
devices; and
(3) Necessary ambulance, hospital,
professional nursing and funeral
services.
(1) "Bodily injury" arising out of the
rendering of or failure to render
professional health care services as a
physician, dentist, nurse, emergency
medical technician or paramedic shall
be deemed to be caused by an
"occurrence", but only it

3. COVERAGE EXTENSION -

SUPPLEMENTARY PAYMENTS
a. We will pay, with respect to any claim or
"suit" we investigate or settle, or any "suit"
against an insured we defend:
(1) All expenses we incur.
(a) The physician, dentist, nurse,
emergency medical technician or
paramedic is employed by you to
provide such services; and
(b) You are not engaged in the
business or occupation of providing
such services.
(2) For the purpose of determining the
limits of insurance for incidental medical
malpractice, any act or omission
together with all related acts or
omissions in the furnishing of these
services to any one person will be
considered one "occurrence".

2. MEDICAL EXPENSES
Insuring Agreement
a. We will pay medical expenses as described
below for "bodily injury" caused by an
accident:
(1) On premises you own or rent;
(2) On ways next to premises you own or
rent; or
(3) Because of your operations;
provided that:
(1) The accident takes place in the
"coverage territory" and during the
policy period;
(2) The expenses are incurred and reported
to us within three years of the date of
the accident; and
(3) The injured person submits to
examination, at our expense, by
physicians of our choice as often as we
reasonably require.

(2) Up to $1,000 for the cost of bail bonds
required because of accidents or traffic
law violations arising out of the use of
any vehicle to which Business Liability
Coverage for "bodily injury" applies. We
do not have to furnish these bonds.
(3) The cost of appeal bonds or bonds to
release attachments, but only for bond
amounts within the applicable limit of
insurance. We do not have to furnish
these bonds.
(4} All reasonable expenses incurred by the
insured at our request to assist us in the
investigation or defense of the claim or
"suit", including actual loss of earnings
up to $500 a day because of time off
from work.
(5) All costs taxed against the insured in
the -suit".
(6) Prejudgment interest awarded against
the insured on that part of the judgment
we pay. If we make an offer to pay the
applicable limit of insurance, we will not
pay any prejudgment interest based on
that period of time after the offer.
(7) All interest on the full amount of any
judgment that accrues after entry of the
judgment and before we have paid,
offered to pay, or deposited in court the
part of the judgment that is within the
applicable limit of insurance.

Any amounts paid under (1) through (7)
above will not reduce the limits of insurance.

Form SS 00 08 04 05
DocuSign Envelope ID: 6C88932C-C53F-43BD-BE66-FCE4AFBAEA67 b. If we defend an insured against a "suit"
and an indemnitee of the insured is also
named as a party to the "suit", we will
defend that indemnitee if all of the
following conditions are met:
(1) The "suit" against the indemnitee
seeks damages for which the insured
has assumed the liability of the
indemnitee in a contract or agreement
that is an "insured contract";
(2) This insurance applies to such liability
assumed by the insured;
(3) The obligation to defend, or the cost of
the defense of, that indemnitee, has
also been assumed by the insured in
the same "insured contract";
(4) The allegations in the "suit" and the
information we know about the
"occurrence" are such that no conflict
appears to exist between the interests
of the insured and the interest of the
indemnitee;
(5) The indemnitee and the insured ask
us to conduct and control the defense
of that indemnitee against such "suit"
and agree that we can assign the
same counsel to defend the insured
and the indemnitee; and
(6) The indemnitee:
(a) Agrees in writing to:
(i) Cooperate with us in the
investigation, settlement or
defense of the "suit";
(ii) Immediately send us copies of
any demands, notices,
summonses or legal papers
received in connection with
the "suit";
(iii ) Notify any other insurer whose
coverage is available to the
indemnitee; and
(iv) Cooperate with us with
respect to coordinating other
applicable insurance available
to the indemnitee; and
(b) Provides US with written
authorization to:
(i) Obtain records and other
information related to the
"suit"; and
(ii) Conduct and control the
defense of the indemnitee in
such "suit".

Form SS 00 08 04 05

BUSINESS LIABILITY COVERAGE FORM
So long as the above conditions are met
attorneys' fees incurred by us in the
defense of that indemnitee, necessary
litigation expenses incurred by us and
necessary litigation expenses incurred
by the indemnitee at our request will be
paid as Supplementary Payments.

Notwithstanding the provisions of
Paragraph 1.b.(b) of Section B. -
Exclusions, such payments will not be
deemed to be damages for "bodily
injury" and "property damage" and will
not reduce the Limits of Insurance.

Our obligation to defend an insured's
indemnitee and to pay for attorneys' fees
and necessary litigation expenses as
Supplementary Payments ends when:
(1) We have used up the applicable limit
of insurance in the payment of
judgments or settlements; or
(2) The conditions set forth above, or the
terms of the agreement described in
Paragraph (6) above, are no longer met
B. EXCLUSIONS

1. Applicable To Business Liability Coverage
This insurance does not apply to:
a. Expected Or Intended Injury
(1) "Bodily injury" or "property damage"
expected or intended from the
standpoint of the insured. This
exclusion does not apply to "bodily
injury" or "property damage" resulting
from the use of reasonable force to
protect persons or property; or
(2) "Personal and advertising injury" arising
out of an offense committed by, at the
direction of or with the consent or
acquiescence of the insured with the
expectation of inflicting "personal and
advertising injury".
b. Contractual Liability
(1) "Bodily injury" or "property damage"; or
(2) "Personal and advertising injury"
for which the insured is obligated to pay
damages by reason of the assumption of
liability in a contract or agreement.

This exclusion does not apply to liability
for damages because of:
(a) "Bodily injury", "property damage" or
"personal and advertising Injury" that
the insured would have in the
absence of the contract or
agreement; or

DocuSign Envelope ID: 6C88932C-C53F-43BD-BE66-FCE4AFBAEA67

BUSINESS LIABILITY COVERAGE FORM
(b) "Bodily injury" or "property damage"
assumed in a contract or agreement
that is an "insured contrad",
provided the "bodily injury" or
"property damage" occurs
subsequent to the execution of the
contract or agreement. Solely for
the purpose of liabiliW assumed in
an "insured contract", reasonable
attorneys' fees and necessary
litigation expenses incurred by or for
a party other than an insured are
deemed to be damages because of
"bodily injury" or "property damage"
provided:
(i) Liability to such party for, or for
the cost of, that party's defense
has also been assumed in the
same "insured contract", and
(ii) Such attorneys' fees and
litigation expenses are for
defense of that party against a
civil or alternative dispute
resolution proceeding in which
damages to which this
insurance applies are alleged.
c. Liquor Liability
"Bodily injury" or "property damage" for
which any insured may be held liable by
reason of:
(1) Causing or contributing to the
intoxication of any person;
(2) The furnishing of alcoholic beverages to
a person under the legal drinking age or
under the influence of alcohol; or
(3) Any statute, ordinance or regulation
relating to the sale, gift, distribution or
use of alcoholic beverages.

This exclusion applies only if you are in the
business of manufacturing, distributing,
se[!ing, serving or furnishing alcoholic
beverages.
d. Workers' Compensation And Similar
Laws
Any obligation of the insured under a
workers' compensation, disability benefits
or unemployment compensation law or
any similar law.
e. Employer's Liability
"Bodily injury" to:
(1) An "employee" of the insured arising
out of and in the course of:
(a) Employment by the insured; or

(b) Perfowning duties related to the
conduct of the insured's business, or
(2) The spouse, child, parent, brother or
sister of that "employee" as a
consequence of (1) above.

This exclusion applies:
(1) Whether the insured may be liable as
an employer or in any other capacity;
and
(2) To any obligation to share damages
with or repay someone else who must
pay damages because of the injury.

This exclusion does not apply to liability
assumed by the insured under an "insured
contracf'.
f. Pollution
(1) "Bodily injury", "property damage" or
"personal and advertising injury"
arising out of the actual, alleged or
threatened discharge, dispersal,
seepage, migration, release or escape
of "pollutants":
(a) At or from any premises, site or
location which is or was at any
time owned or occupied by, or
rented or loaned to any insured.

However, this subparagraph does
not apply to:
(i) "Bodily injury" if sustained within
a building and caused by
smoke, fumes, vapor or soot
produced by or originating from
equipment that is used to heat,
cool or dehumidify the building,
or equipment that is used to
heat water for personal use, by
the building's occupants or their
guests;
(ii) "Bodily injury" or "property
damage" for which you may be
held liable, if you are a
contractor and the owner or
lessee of such premises, site or
location has been added to your
policy as an additional insured
with respect to your ongoing
operations performed for that
additional insured at that
premises, site or location and
such premises, site or location
is not and never was owned or
occupied by, or rented or
loaned to, any insured, other
than that additional insured; or
Form SS 00 08 04 05
DocuSign Envelope ID: 6C88932C-C53F-43BD-BE66-FCE4AFBAEA67 (iii) "Bodily injury" or "property
damage" arising out of heat,
smoke or fumes from a
"hostile fire";
(b) At or from any premises, site or
location which is or was at any
time used by or for any insured or
others for the handling, storage,
disposal, processing or treatment
of waste;
(c) Which are or were at any time
transported, handled, stored,
treated, disposed of, or processed
as waste by or for:
(i) Any insured; or
(ii) Any person or organization for
whom you may be legally
responsible;
(d) At or from any premises, site or
location on which any insured or
any contractors or subcontractors
working directly or indirectly on
any insured's behalf are
performing operations if the
"pollutants" are brought on or to
the premises, site or location in
connection with such operations
by such insured, contractor or
subcontractor. However, this
subparagraph does not apply to:
(i) "Bodily injury" or "property
damage" arising out of the
escape of fuels, lubricants or
other operating fluids which are
needed to perform the normal
electrical, hydraulic or
mechanical functions
necessary for the operation of
"mobile equipment" or its parts,
if such fuels, lubricants or other
operating fluids escape from a
vehicle part designed to hold,
store or receive them. This
exception does not apply if the
"bodily injury" or "property
damage" arises out of the
intentional discharge, dispersal
or release of the fuels,
lubricants or other operating
fluids, or if such fuels,
lubricants or other operating
fluids are brought on or to the
premises, site or location with
the intent that they be
discharged, dispersed or
Form SS 00 08 04 05

BUSINESS LIABILITY COVERAGE FORM
released as part of the
operations being performed
by such insured, contractor or
subcontractor;
(ii) "Bodily injury" or "property
damage" sustained within a
building and caused by the
release of gases, fumes or
vapors from materials brought
into that building in connection
with operations being performed
by you or on your behalf by a
contractor or subcontractor or
(iii ) "Bodily injury" or "property
damage" arising out of heat,
smoke or fumes from a
"hostile fire"; or
(e) At or from any premises, site or
location on which any insured or any
contractors or subcontractors
working directly or indirectly on any
insured's behalf are performing
operations if the operations are to
test for, monitor, dean up, remove,
contain, treat, detoxify or neutralize,
or in any way respond to, or assess
the effects of, "pollutants".
(2) Any loss, cost or expense arising out
ofany:
(a) Request, demand, order or statutory
or regulatory requirement that any
insured or others test for, monitor,
clean up, remove, contain, treat,
detoxify or neutra!ize, or in any way
respond to, or assess the effects of,
"pollutants"; or
(b) Claim or suit by or on behalf of a
governmental authority for
damages because of testing for,
monitoring, cleaning up, removing,
containing, treating, detoxifying or
neutralizing, or in any way
responding to, or assessing the
effects of, "pollutants".

However, this paragraph does not
apply to liability for damages because
of -property damage" that the insured
would have in the absence of such
request, demand, order or statutory or
regulatory requirement, or such claim
or "suit" by or on behalf of a
governmental authority.

DocuSign Envelope ID: 6C88932C-C53F-4380-BE66-FCE#AFBAEA67

BUSINESS LIABILITY COVERAGE FORM
g. Aircraft, Auto Or Watercraft
:'Bodily injury" or "property damage" arising
out of the ownership, maintenance, use or
entrustment to others of any aircraft, "auto"
or watercraft owned or operated by or rented
or loaned to any insured. Use includes
operation and "loading or unloading".

This exclusion applies even if the claims
against any insured allege negligence or
other wrongdoing in the supervision, hiring,
employment, training or monitoring of others
by that insured, if the occurrence" which
caused the "bodily injury" or "prope,4
damage" involved the ownership,
maintenance, use or entrustment to others of
any aircraft, "auto" or watercraft that is
owned or operated by or rented or loaned to
any insured.

This exclusion does not apply to:
(1) A watercraft while ashore on premises
you own or rent;
(2) A watercraft you do not own that is:
(a) Less than 51 feet long; and
(b) Not being used to carry persons
for a charge;
(3) Parking an "auto" on, or on the ways
next to, premises you own or rent,
provided the "auto" is not owned by or
rented or loaned to you or the insured;
(4) Liability assumed under any "insured
contract" for the ownership,
maintenance or use of aircraft or
watercraft;
(5) "Bodily injury" or "property damage"
arising out of the operation of any of
the equipment listed in Paragraph f.(2)
or f.(3) of the definition of "mobile
equipment"; or
(6) An aircraft that is not owned by any
insured and is hired, chartered or loaned
with a paid crew. However, this
exception does not apply if the insured
has any other insurance for such "bodily
injury" or "property damage", whether
the other insurance is primary, excess,
contingent or on any other basis.
h. Mobile Equipment
"Bodily injury" or "property damage"
arising out of:
(1) The transportation of"mobile equipmenf'
by an "auto" owned or operated by or
rented or loaned to any insured; or

(2) The use of "mobile equipmenf ' in, or
while in practice or preparation for, a
prearranged racing, speed or
demolition contest or in any stunting
activity.
i. War
"Bodily injury", "properly damage" or
"personal and advertising injury", however
caused, arising, directly or indirectly, out oË
(1) War, including undeclared or civil war;
(2) Warlike action by a military force,
including action in hindering or
defending against an actual or
expected attack, by any government,
sovereign or other authority using
military personnel or other agents; or
(3) Insurrection, rebellion, revolution,
usurped power, or action taken by
governmental authority in hindering or
defending against any of these.
j. Professional Services
"Bodily injury", "property damage" or
"personal and advertising injury" arising
out of the rendering of or failure to render
any professional service. This includes
but is not limited to:
(1) Legal, accounting or advertising
services;
(2) Preparing, approving, or failing to
prepare or approve maps, shop
drawings, opinions, reports, surveys,
field orders, change orders, designs or
drawings and specifications;
(3) Supervisory, inspection, architectural
or engineering activities;
(4) Medical, surgical, dental, x-ray or
nursing services treatment, advice or
instruction;
(5) Any health or therapeutic service
treatment, advice or instruction;
(6) Any service, treatment, advice or
instruction for the purpose of
appearance or skin enhancement, hair
removal or replacement or personal
grooming;
(7) Optical or hearing aid services
including the prescribing, preparation,
fitting, demonstration or distribution of
ophthalmic lenses and similar
products or hearing aid devices;
Form SS 00 08 04 05
DocuSign Envelope ID: 6C88932C-(;53F-43BD-BE66-FCE4AFBAEA67

BUSINESS LIABILITY COVERAGE FORM
(8) Optometry or optometric services
including but not limited to examination
of the eyes and the prescribing,
preparation, fitting,demonstration or
distribution of opt-thalmic lenses and
similar products;
(9) Any:
(a) Body piercing (not including ear
piercing);
(b) Tattooing, including but not limited
to the insertion of pigments into or
under the skin; and
(c) Similar services;
(10) Services in the practice of pharmacy;
and
(11) Computer consulting, design or
programming services, including web
Paragraphs (1), (3) and (4) of this
exclusion do not apply to "property
damage" (other than damage by fire) to
premises, including the contents of such
premises, rented to you for a period of 7 or
fewer consecutive days. A separate Limit
of Insurance applies to Damage To
Premises Rented To You as described in
Section D. - Limits Of Insurance.

Paragraph (2) of this exclusion does not
apply if the premises are "your work" and
were never occupied, rented or held for
rental by you.

Paragraphs (3) and (4) of this exclusion do
not apply to the use of elevators.

Paragraphs (3), (4), (5) and (6) of this
exclusion do not apply to liability assumed
under a sidetrack agreement.
site design.

Paragraphs (4) and (5) of this exclusion do
not apply to the Incidental Medical
Malpractice coverage afforded under
Paragraph 1.e. in Section A. - Coverages.
k. Damage To Property
"Property damage" to:
(1) Property you own, rent or occupy,
including any costs or expenses
incurred by you, or any other person,
organization or entity, for repair,
replacement, enhancement,
restoration or maintenance of such
property for any reason, including
prevention of injury to a person or
damage to another's property;
(2) Premises you sell, give away or
abandon, if the "property damage" arises
out of any part of those premises;
(3) Property loaned to you ;
(4) Personal property in the care, custody
or control of the insured;
(5) That particular part of real property on
which you cr any contractors or
subcontractors working directly or
indirectly on your behalf are performing
operations, if the " property damage"
arises out of those operations; or
(6) That particular part of any property
that must be restored, repaired or
replaced because "your work" was
incorrectly performed on it.

Form SS 00 08 04 05
Paragraphs (3) and (4) of this exclusion do
not apply to "property damage" to
borrowed equipment while not being used
to perform operations at a job site.

Paragraph (6) of this exclusion does not
apply to "property damage" included in the
"products-completed operations hazard".

1. Damage To Your Product
"Properly damage" to "your product"
arising out of it or any part of it.
m. Damage To Your Work
' Property damage" to "your work" arising
out of it or any part of it and included in the
"products-completed operations hazard".

This exclusion does not apply if the
damaged work or the work out of which
the damage arises was performed on your
behalf by a subcontractor.
n. Damage To Impaired Property Or
Property Not Physically Injured
"Property damage" to "impaired property"
or property that has not been physically
injured, arising out of:
(1) A defect, deficiency, inadequacy or
dangerous condition in "your product"
or "your work"; or
(2) A delay or failure by you or anyone
acting on your behalf to perform a
contract or agreement in accordance
with its terms.

This exclusion does not apply to the loss
of use of other property arising out of
sudden and accidental physical injury to
"your product" or "your work" after it has
been put to its intended use.

DocuSign Envelope ID: 6C88932C-C53F-43BD-BE66-FCE4AFBAEA67

BUSINESS LIABILITY COVERAGE FORM
o. Recall Of Products, Work Or Impaired
Property
Damages claimed for any loss, cost or
expense incurred by you or others for the
loss of use, withdrawal, recall, inspection,
repair, replacement, adjustment, removal
or disposal of:
(1) "Your product";
(2) "Your work"; or
(3) "Impaired property";
if such product, work or property is
withdrawn or recalled from the market or
from use by any person or organization
because of a known or suspected defect,
deficiency, inadequacy or dangerous
condition in it.
p. Personal And Advertising Injury
"Personal and advertising injury":
(1) Arising out of oral, written or electronic
publication of material, if done by or at
the direction of the insured with
knowledge of its falsity;
(2) Arising out of oral, written or electronic
publication of material whose first
publication took place before the
beginning of the policy period;
(3) Arising out of a criminal act committed
by or at the direction of the insured;
(4) Arising out of any breach of contract,
except an implied contract to use
another's "advertising idea" in your
"advertisement";
(5) Arising out of the failure of goods,
products or services to conform with
any statement of quality or
performance made in your
"advertisement";
(6) Arising out of the wrong description of
the price of goods, products or services;
(7) Arising out of any violation of any
intellectual property rights such as
copyright, patent, trademark, trade
name, trade secret, service mark or
other designation of origin or
authenticity.

However, this exclusion does not
apply to infringement, in your
"advertisement", of
(a) Copyright;
(b) Slogan, unless the slogan is also
a trademark, trade name, service
mark or other designation of origin
or authenticity; or

(c) Title of any literary or artistic work;
(8) Arising out of an offense committed by
an insured whose business is:
(a) Advertising, broadcasting,
publishing or telecasting;
(b) Designing or determining content
of web sites for others; or
(c) An Internet search, access,
content or service provider.

However, this exclusion does not
apply to Paragraphs a., b. and c.
under the definition of "personal and
advertising injury" in Section G. -
Liability And Medical Expenses
Definitions.

For the purposes of this exclusion,
placing an "advertisement" for or
linking to others on your web site, by
itself, is not considered the business
of advertising, broadcasting,
publishing or telecasting;
(9) Arising out of an electronic chat room
or bulletin board the insured hosts,
owns, or over which the insured
exercises control;
(10) Arising out of the unauthorized use of
anothefs name or product in your e-mail
address, domain name or metatags, or
any other similar tactics to mislead
anothefs potential customers;
(11) Arising out of the violation of a
person's right of privacy created by
any state or federal act.

However, this exclusion does not
apply to liability for damages that the
insured would have in the absence of
such state or federal act;
(12) Arising out of:
(a) An "advertisement" for others on
your web site:
(b) Placing a link to a web site of
others on your web site;
(c) Content from a web site of others
displayed within a frame or border
on your web site. Content includes
information, code, sounds, text,
graphics or images; or
(d) Computer code, software or
programming used to enable:
(i) Your web site; or
(ii) The presentation or functionality
of an "advertisemenf' or other
content on your web site;
Form SS 00 08 04 05
DocuSign Envelope ID: 6C88932C-C53F-438[)-BE66-FCE4AFBAEA67 (13) Arising out of a violation of any anti-
trust law;
(14) Arising out of the fluctuation in price or
value of any stocks, bonds or other
securities; or
(15) Arising out of discrimination or
humiliation committed by or at the
direction of any "executive officer",
director, stockholder, partner or
member of the insured.
q. Electronic Data
Damages arising out of the loss of, loss of
use of, damage to, corruption of, inability
to access, or inability to manipulate
"electronic data"
r. Employment-Related Practices
"Bodily injury" or "personal and advertising
injury" to:
(1) A person arising out of any:
(a) Refusal to employ that person;
(b) Termination of that person's
employment; or
(c) Employment-related practices,
policies, acts cr omissions, such as
coercion, demotion, evaluation,
reassignment discipline,
defamation, harassment, humiliation
or discrimination directed at that
person; or
(2) The spouse, child, parent, brother or
sister of that person as a
consequence of "bodily injury" or
"personal and advertising injury" to the
person at whom any of the
employment-related practices
described in Paragraphs (a), (b), or (c)
above is directed.

This exclusion applies:
(1) Whether the insured may be liable as
an employer or in any other capacity;
and
(2) To any obligation to share damages
with or repay someone else who must
pay damages because of the injury.
s. Asbestos
(1) "Bodily injury", "property damage" or
"personal and advertising injury"
arising out of the "asbestos hazard".
(2) Any damages, judgments, settlements,
loss, costs or expenses that
Form SS 00 08 04 05

BUSINESS LIABILITY COVERAGE FORM
(a) May be awarded or incurred by
reason of any claim or suit
alleging actual or threatened injury
or damage of any nature or kind to
persons or property which would
not have occurred in whole or in
part but for the "asbestos hazard";
(b) Arise out of any request, demand,
order or statutory or regulatory
requirement that any insured or
others test for, monitor, clean up,
remove, encapsulate, contain,
treat, detoxify or neutralize or in
any way respond to or assess the
effects of an "asbestos hazard"; or
(c) Arise out of any claim or suit for
damages because of testing for,
monitoring, cleaning up, removing,
encapsulating, containing, treating,
detoxifying or neutralizing or in any
way responding to or assessing the
effects of an "asbestos hazard".
t. Violation Of Statutes That Govern E-
Mails, Fax, Phone Calls Or Other
Methods Of Sending Material Or
Information
"Bodily injury", "property damage", or
"personal and advertising injury" arising
directly or indirectly out of any action or
omission that violates or is alleged to
violate:
(1) The Telephone Consumer Protection
Act (TCPA), including any amendment
of or addition to such law;
(2) The CAN-SPAM Act of 2003, including
any amendment of or addition to such
law; or
(3) Any statute, ordinance or regulation,
other than the TCPA or CAN-SPAM Act
of 2003, that prohibits or limits the
sending, transmitting, communicating or
distribution of material or information.

Damage To Premises Rented To You -
Exception For Damage By Fire, Lightning
or Explosion
Exclusions c. through h. and k. through o. do
not apply to damage by fire, lightning or
explosion to premises rented to you or
temporarily occupied by you with permission of
the owner. A separate Limit of Insurance
applies to this coverage as described in
Section D. - Liability And Medical Expenses
Limits Of Insurance.

DocuSign Envelope ID: ÔC88932C-C53F-43BD-BE66-FCE4AFBAEA67

BUSINESS LIABILITY COVERAGE FORM

2. Applicable To Medical Expenses Coverage
We will not pay expenses for "bodily injury":
a. Any Insured
To any insured, except "volunteer workers".
b. Hired Person
e. A trust, you are an insured. Your trustees
are also insureds, but only with respect to
their duties as trustees.

2. Each of the following is also an insured:
a. Employees And Volunteer Workers
To a person hired to do work for or on behalf
of any insured or a tenant of any insured.
c. Injury On Normally Occupied Premises
To a person injured on that part of
premises you own or rent that the person
normally occupies.
d. Workers' Compensation And Similar
Laws
To a person, whether or not an
"employee" of any insured, if benefits for
the "bodily injury" are payable or must be
provided under a workers' compensation
or disability benefits law or a similar law.
e. Athletics Activities
To a person injured while practicing,
instructing or participating in any physical
exercises or games, sports or athletic
contests.
f. Products-Completed Operations Hazard
Included with the "products-completed
operations hazard"
g. Business Liability Exclusions
Excluded under Business Liability Coverage.

C. WHO IS AN INSURED

1. If you are designated in the Declarations as:
a. An individual, you and your spouse are
insureds, but only with respect to the
conduct of a business of which you are the
sole owner.
b. A partnership or joint venture, you are an
insured. Your members, your partners, and
their spouses are also insureds, but only with
respect to the conduct of your business.
c. A limited liability company, you are an
insured. Your members are also insureds,
but only with respect to the conduct of your
business. Your managers are insureds, but
only with respect to their duties as your
managers.
d. An organization other than a partnership,
joint venture or limited liability company, you
are an insured. Your "executive officers" and
directors are insureds, but only with respect
to üìeir duties as your officers or directors.

Your stockholders are also insureds, but only
with respect to their liability as stockholders.

Your "volunteer workers" only while
performing duties related to the conduct of
your business, or your "employees", other
than either your "executive officers" (if you
are an organization other than a
partnership, joint venture or limited liability
company) or your managers (if you are a
limited liability company), but only for acts
within the scope of their employment by
you or while performing duties related to
the conduct of your business.

However, none of these "employees" or
"volunteer workers" are insureds for:
(1) "Bodily injury" or "personal and
advertising injury":
(a) To you, to your partners or
members (if you are a partnership
or joint venture), to your members
(if you are a limited liability
company), or to a co-"employee"
while in the course of his or her
employment or performing duties
related to the conduct of your
business, or to your other
:'volunteer workers" while
performing duties related to the
conduct of your business;
(b) To the spouse, child, parent,
brother or sister of that co-
"employee" or that "volunteer
worker" as a consequence of
Paragraph (1)(a) above;
(c) For which there is any obligation
to share damages with or repay
someone else who must pay
damages because of the injury
described in Paragraphs (1)(a) or
(b) above; or
(d) Arising out of his or her providing
or failing to provide professional
health care services.

If you are not in the business of
providing professional health care
services, Paragraph (d) does not apply
to any nurse, emergency medical
technician or paramedic employed by
you to provide such services.
(2) "Property damage" to property:
(a) Owned, occupied or used by,
Form SS 00 08 04 05
DocuSign Envelope ID: 6C88932C-C53F-43BD-BE66-FCE4AFBAEA67 (b) Rented to, in the care, custody or
control of, or over which physical
control is being exercised for any
purpose by you, any of your
"employees", "volunteer workers",
any partner or member (if you are
a partnership or joint venture), or
any member (if you are a limited
liability company).
b. Real Estate Manager
Any person (other than your "employee" or
"volunteer worker"), or any organization
while acting as your real estate manager.
c. Temporary Custodians Of Your
Property
Any person or organization having proper
temporary custody of your property if you
die, but only:
(1) With respect to liabiliv arising out of the
maintenanœ or use of that property; and
(2) Until your legal representative has
been appointed.
d. Legal Representative If You Die
Your legal representative if you die, but
only with respect to duties as such. That
representative will have all your rights and
duties under this insurance.
e. Unnamed Subsidiary
Any subsidiary and subsidiary thereof, of
yours which is a legally incorporated entity
of which you own a financial interest of
more than 50% of the voting stock on the
effective date of this Coverage Part.

The insurance afforded herein for any
subsidiary not shown in the Declarations
as a named insured does not apply to
injury or damage with respect to which an
insured under this insurance is also an
insured under another policy or would be
an insured under such policy but for its
termination or upon the exhaustion of its
limits of insurance.

3. Newly Acquired Or Formed Organization
Any organization you newly acquire or form,
other than a partnership, joint venture or
limited liability company, and over which you
maintain financial interest of more than 50% of
the voting stock, will qualify as a Named
Insured if there is no other similar insurance
available to that organization. However:
a. Coverage under this provision is afforded
only until the 180th day after you acquire
or form the organization or the end of the
policy period, whichever is earlier; and
Form SS 00 08 04 05

BUSINESS LIABILITY COVERAGE FORM
b. Coverage under this provision does not
apply to:
(1) "Bodily injury" or "property damage"
that occurred; or
(2) "Personal and advertising injury"
arising out of an offense committed
before you acquired or formed the
organization.

4. Operator Of Mobile Equipment
With respect to "mobile equipmenf' registered in
your name under any motor vehicle registration
law, any person is an insured while driving such
equipment along a public highway with your
permission. Any other person or organization
responsible for the conduct of such person is
also an insured, but only with respect to liabiliN
arising out of the operation of the equipment, and
only if no other insurance of any kind is available
to that person or organization for this liability.

However, no person or organization is an insured
with respect to:
a. "Bodily injury" to a co-"employee" of the
person driving the equipment; or
b. "Property damage" to property owned by,
rented to, in the charge of or occupied by
you or the employer of any person who is
an insured under this provision.

5. Operator of Nonowned Watercraft
With respect to watercraft you do not own that
is less than 51 feet long and is not being used
to carry persons for a charge, any person is an
insured while operating such watercraft with
your permission. Any other person or
organization responsible for the conduct of
such person is also an insured, but only with
respect to liability arising out of the operation
of the watercraft, and only if no other
insurance of any kind is available to that
person or organization for this liability.

However, no person or organization is an
insured with respect to:
a. 'Bodily injury" to a co-"employee" of the
person operating the watercraft; or
b. "Property damage" to property owned by,
rented to, in the charge of or occupied by
you or the employer of any person who is
an insured under this provision.

6. Additional Insureds When Required By
Written Contract, Written Agreement Or
Permit
The person(s) or organization(s) identified in
Paragraphs a. through f. below are additional
insureds when you have agreed, in a written

DocuSign Envelope ID: 6C88932C-C53F-43BD-BE66-FCE4AFBAEA67

BUSINESS LIABILITY COVERAGE FORM
contract, written agreement or because of a
permit issued by a state or political
subdivision, that such person or organization
be added as an additional insured on your
policy, provided the injury or damage occurs
subsequent to the execution of the contract or
agreement, or the issuance of the permit.

A person or organization is an additional
insured under this provision only for that
period of time required by the contract,
agreement or permit.

However, no such person or organization is an
additional insured under this provision if such
person or organization is included as an
additional insured by an endorsement issued
by us and made a part of this Coverage Part,
including all persons or organizations added
as additional insureds under the specific
additional insured coverage grants in Section
F. - Optional Additional Insured Coverages.
a. Vendors
Any person(s) or organization(s) (referred to
below as vendor), but only with respect to
"bodily injury" or "property damage" arising
out of "your products" which are distributed
or sold in the regular course of the vendofs
business and only if this Coverage Part
provides coverage for "bodily injury" or
"property damage" induded within the
"products-completed operations hazard:
(1) The insurance afforded to the vendor
is subject to the following additional
exclusions:

This insurance does not apply to:
(a) "Bodily injury" or "property
damage" for which the vendor is
obligated to pay damages by
reason of the assumption of
liability in a contract or agreement.

This exclusion does not apply to
liability for damages that the
vendor would have in the absence
of the contract or agreement;
(b) Any express warranty
unauthorized by you;
(c) Any physical or chemical change
in the product made intentionally
by the vendor;
(d) Repackaging, except when
unpacked solely for the purpose of
inspection, demonstration, testing,
or the substitution of parts under
instructions from the manufacturer,
and then repackaged in the
original container;

(e) Any failure to make such
inspections, adjustments, tests or
servicing as the vendor has
agreed to make or normally
undertakes to make in the usual
course of business, in connection
with the distribution or sale of the
products;
(f) Demonstration, installation,
servicing or repair operations,
except such operations performed
at the vendofs premises in
connection with the sale of the
product;
(g) Products which, after distribution
or sale by you, have been labeled
or relabeled or used as a
container, part or ingredient of any
other thing or substance by or for
the vendor, or
(h) " Bodily injury" or "property
damage" arising out of the sole
negligence of the vendor for its
own acts or omissions or those of
its employees or anyone else
acting on its behalf. However, this
exclusion does not apply to:
(i) The exceptions contained in
Subparagraphs (d) or (f); or
(ii) Such inspections, adjustments,
tests or servicing as the vendor
has agreed to make or normally
undertakes to make in the usual
course of business, În
connection with the distribution
or sale of the products.
(2) This insurance does not apply to any
insured person or organization from
whom you have acquired such products,
or any ingredient, part or container,
entering into, accompanying or
containing such products.
b. Lessors Of Equipment
(1) Any person or organization from
whom you lease equipment; but only
with respect to their liability for "bodily
injury", "property damage" or
"personal and advertising injury"
caused, in whole or in part, by your
maintenance, operation or use of
equipment leased to you by such
person or organization.

Form SS 00 08 04 05
DocuSign Envelope ID: 6C88932C-C53F-4380 -BE66-FCE4AFBAEA67 (2) With respect to the insurance afforded
to these additional insureds, this
insurance does not apply to any
"occurrence" which takes place after
you cease to lease that equipment.
c. Lessors Of Land Or Premises
(1) Any person or organization from
whom you lease land or premises, but
only with respect to liability arising out
of the ownership, maintenance or use
of that part of the land or premises
leased to you.
(2) With respect to the insurance afforded
to these additional insureds, this
insurance does not apply to:
(a) Any "occurrence" which takes
place after you cease to lease that
land or be a tenant in that
premises; or
(b) Structural alterations, new
construction or demolition
operations performed by or on
behalf of such person or
organization.
d. Architects, Engineers Or Surveyors
(1) Any architect, engineer, or surveyor, but
only with respect to liability for "bodily
injury", "property damage" or "personal
and advertising injury" caused, in whole
or in part, by your acts or omissions or
the acts or omissions of those acting on
your behalf:
(a) In connection with your premises;
or
(b) In the performance of your
ongoing operations performed by
you or on your behalf.
(2) With respect to the insurance afforded
to these additional insureds, the
following additional exclusion applies:

This insurance does not apply to
"bodily injury", "property damage" or
"personal and advertising injury"
arising out of the rendering of or the
failure to render any professional
services by or for you, including:
(a) The preparing, approving, or
failure to prepare or approve,
maps, shop drawings, opinions,
reports, surveys, field orders,
change orders, designs or
drawings and specifications; or
(b) Supervisory, inspection,
architectural or engineering
activities.

Form SS 00 08 04 05

BUSINESS LIABILITY COVERAGE FORM
e. Permits Issued By State Or Political
Subdivisions
(1) Any state or political subdivision, but
only with respect to operations
performed by you or on your behalf for
which the state or political subdivision
has issued a permit.
(2) With respect to the insurance afforded
to these additional insureds, this
insurance does not apply to:
(a) "Bodily injury", "property damage"
or "personal and advertising
injury" arising out of operations
performed for the state or
municipality; or
(b) "Bodily injury' or "properly damage"
included within the "products-
completed operations hazard".
f. Any Other Party
(1) Any other person or organization who
is not an insured under Paragraphs a.
through e. above, but only with
respect to liability for "bodily injury",
"property damage" or "personal and
advertising injury" caused, in whole or
in part, by your acts or omissions or
the acts or omissions of those acting
on your behalf:
(a) In the performance of your
ongoing operations;
(b) In connection with your premises
owned by or rented to you; or
(c) In connection with "your work" and
included within the "products-
completed operations hazard", but
only if
(i) The written contract or written
agreement requires you to
provide such coverage to
such additional insured; and
(ii) This Coverage Part provides
coverage for "bodily injury" or
"property damage" included
within the "products-
completed operations hazard".
(2) With respect to the insurance afforded
to these additional insureds, this
insurance does not apply to:
"Bodily injury", "property damage" or
"personal and advertising injury"
arising out of the rendering of, or the
failure to render, any professional
architectural, engineering or surveying
services, including:

DocuSign Envelope ID: 6C88932C-C53F-43BD-BE66-FCE4AFBAEA67

BUSINESS LIABILITY COVERAGE FORM
(a) The preparing, approving, or
failure to prepare or approve,
maps, shop drawings, opinions,
reports, surveys, field orders,
change orders, designs or
drawings and specifications; or
(b) Supervisory, inspection,
architectural or engineering
activities.

The limits of insurance that apply to additional
insureds are described in Section D. - Limits
Of Insurance.

How this insurance applies when other
insurance is available to an additional insured
is described in the Other Insurance Condition
in Section E. - Liability And Medical Expenses
General Conditions.

No person or organization is an insured with
respect to the conduct of any current or past
partnership, joint venture or limited liability
company that is not shown as a Named Insured in
the Declarations.

D. LIABILITY AND MEDICAL EXPENSES

LIMITS OF INSURANCE

1. The Most We Will Pay
The Limits of Insurance shown in the
Declarations and the rules below fix the most
we will pay regardless of the number of:
a. Insureds;
b. Claims made or "suits" brought; or
c. Persons or organizations making claims or
bringing .suits..

2. Aggregate Limits
The most we will pay for:
a. Damages because of "bodily injury" and
"property damage" included in the
"products-completed operations hazard" is
the Products-Completed Operations
Aggregate Limit shown in the
Declarations.
b. Damages because of all other "bodily
injury", "property damage" or "personal
and advertising injury", including medical
expenses, is the General Aggregate Limit
shown in the Declarations.

This General Aggregate Limit applies
separately to each of your "locations"
owned by or rented to you.
"Location" means premises involving the
same or connecting lots, or premises
whose connection is interrupted only by a
street, roadway or right-of-way of a
railroad.

This General Aggregate limit does not
apply to "property damage" to premises
while rented to you or temporarily
occupied by you with permission of the
owner, arising out of fire, lightning or
explosion.

3. Each Occurrence Limit
Subject to 2.a. or 2.b above, whichever
applies, the most we will pay for the sum of all
damages because of all "bodily injury",
"property damage' and medical expenses
arising out of any one "occurrence" is the
Liability and Medical Expenses Limit shown in
the Declarations.

The most we will pay for all medical expenses
because of "bodily injury" sustained by any
one person is the Medical Expenses Limit
shown in the Declarations.

4. Personal And Advertising Injury Limit
Subject to 2.b. above, the most we will pay for
the sum of all damages because of all
"personal and advertising injury" sustained by
any one person or organization is the Personal
and Advertising Injury Limit shown in the
Declarations.

5. Damage To Premises Rented To You Limit
The Damage To Premises Rented To You
Limit is the most we will pay under Business
Liability Coverage for damages because of
"property damage" to any one premises, while
rented to you, or in the case of damage by fire,
lightning or explosion, while rented to you or
temporarily occupied by you with permission of
the owner.

In the case of damage by fire, lightning or
explosion, the Damage to Premises Rented To
You Limit applies to all damage proximately
caused by the same event, whether such
damage results from fire, lightning or explosion
or any combination of these.

6. How Limits Apply To Additional Insureds
The most we will pay on behalf of a person or
organization who is an additional insured
under this Coverage Part is the lesser of:
a. The limits of insurance specified in a
written contract, written agreement or
permit issued by a state or political
subdivision; or
b. The Limits of Insurance shown in the
Declarations.

Such amount shall be a part of and not in
addition to the Limits of Insurance shown in
the Declarations and described in this Section.

Form SS 00 08 04 05
DocuSign Envelope ED: 6C88932C-C53F-4380- BE66-FCE4AFBAEA67 If more than one limit of insurance under this
policy and any endorsements attached thereto
applies to any claim or "suit", the most we will pay
under this policy and the endorsements is the
single highest limit of liability of all coverages
applicable to such claim or "suit". However, this
paragraph does not apply to the Medical Expenses
limit set forth in Paragraph 3. above.

The Umits of Insurance of this Coverage Part apply
separately to each consecutive annual period and to
any remaining period of less than 12 months, starting
with the beginning of the policy period shown in the
Declarations, unless the po!!cy period is extended
after issuance for an additional period of less than 12 months. In that case, the additional period will be
deemed part of the last preceding period for purposes
of determining the Limits of Insurance.

E. LIABILITY AND MEDICAL EXPENSES

GENERAL CONDITIONS

1. Bankruptcy
Bankruptcy or insolvency of the insured or of
the insured's estate will not relieve us of our
obligations under this Coverage Part.

2. Duties In The Event Of Occurrence,
Offense, Claim Or Suit
a. Notice Of Occurrence Or Offense
You or any additional insured must see to
it that we are notified as soon as
practicable of an "occurrence" or an
offense which may result in a claim. To
the extent possible, notice should include:
(1) How, when and where the "occurrence"
or offense took place;
(2) The names and addresses of any
injured persons and witnesses; and
(3) The nature and location of any injury
or damage arising out of the
"occurrence" or offense.
b. Notice Of Claim
If a claim is made or "suit" is brought
against any insured, you or any additional
insured must:
(1) Immediately record the specifics of the
claim or "suit" and the date received;
and
(2) Notify us as soon as practicable.

You or any additional insured must see to
it that we receive a written notice of the
claim or "suit" as soon as practicable.
c. Assistance And Cooperation Of The
Insured
You and any other involved insured must:

Form SS 00 08 04 05

BUSINESS LIABILITY COVERAGE FORM
(1) Immediately send us copies of any
demands, notices, summonses or
legal papers received in connection
with the claim or "suit";
(2) Authorize us to obtain records and
other information;
(3) Cooperate with us in the investigation,
settlement of the claim or defense
against the "suif'; and
(4) Assist us, upon our request, in the
enforcement of any right against any
person or organization that may be
liable to the insured because of injury
or damage to which this insurance
may also apply.
d. Obligations At The Insured's Own Cost
No insured will, except at that insured's own
cost, voluntarily make a payment, assume
any obligation, or incur any expense, other
than for first aid, without our consent.
e. Additional Insured's Other Insurance
If we cover a claim or "suit" under this
Coverage Part that may also be covered
by other insurance available to an
additional insured, such additional insured
must submit such claim or "suit" to the
other insurer for defense and indemnity.

However, this provision does not apply to
the extent that you have agreed in a
written contract, written agreement or
permit that this insurance is primary and
non-contributory with the additional
insured's own insurance.
f. Knowledge Of An Occurrence, Offense,
Claim Or Suit
Paragraphs a. and b. apply to you or to
any additional insured only when such
"occurrence", offense, claim or "suit" is
known to:
(1) You or any additional insured that is
an individual;
(2) Any partner, if you or an additional
insured is a partnership;
(3) Any manager, if you or an additional
insured is a limited liability company;
(4) Any "executive officef' or insurance
manager, if you or an additional
insured is a corporation;
(5) Any trustee, if you or an additional
insured is a trust; or
(6) Any elected or appointed official, if you
or an additional insured is a political
subdivision or public entity.

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BUSINESS LIABILITY COVERAGE FORM
This Paragraph f. applies separately to
you and any additional insured.

3. Financial Responsibility Laws
a. When this policy is certified as proof of
financial responsibility for the future under
the provisions of any motor vehicle
financial responsibility law, the insurance
provided by the policy for "bodily injury"
liability and "property damage" liability will
comply with the provisions of the law to
the extent of the coverage and limits of
insurance required by that law.
b. With respect to "mobile equipment" to
which this insurance applies, we will
provide any liability, uninsured motorists,
underinsured motorists, no-fault or other
coverage required by any motor vehicle
law. We will provide the required limits for
those coverages.

4. Legal Action Against Us
No person or organization has a right under
this Coverage Form:
a. To join us as a party or otherwise bring us
into a "suit" asking for damages from an
insured; or
b. To sue us on this Coverage Form unless
all of its terms have been fully complied
with.

A person or organization may sue us to recover
on an agreed settlement or on a final judgment
against an insured; but we will not be liable for
damages that are not payable under the terms of
this insurance or that are in excess of the
applicable limit of insurance. An agreed
settlement means a settlement and release of
liability signed by us, the insured and the
claimant or the claimant's legal representative.

5. Separation Of Insureds
Except with respect to the Limits of Insurance,
and any rights or duties specifically assigned
in this policy to the ñrst Named Insured, this
insurance applies:
a. As if each Named Insured were the only
Named Insured; and
b. Separately to each insured against whom
a claim is made or "suit" is brought.

6. Representations
a. When You Accept This Policy
By accepting this policy, you agree:
(1) The statements in the Declarations
are accurate and complete;
(2) Those statements are based upon
representations you made to us; and

(3) We have issued this policy in reliance
upon your representations.
b. Unintentional Failure To Disclose
Hazards
If unintentionally you should fail to disclose
all hazards relating to the conduct of your
business at the inception date of this
Coverage Part, we shall not deny any
coverage under this Coverage Part
because of such failure.

7. Other Insurance
If other valid and collectible insurance is
available for a loss we cover under this
Coverage Part, our obligations are limited as
follows:
a. Primary Insurance
This insurance is primary except when b.
below applies. If other insurance is also
primary, we will share with all that other
insurance by the method described in c.
below.
b. Excess Insurance
This insurance is excess over any of the
other insurance, whether primary, excess,
contingent or on any other basis:
(1) Your Work
That is Fire, Extended Coverage,
Buildefs Risk, Installation Risk or
similar coverage for "your work";
(2) Premises Rented To You
That is fire, lightning or explosion
insurance for premises rented to you
or temporarily occupied by you with
permission of the owner;
(3) Tenant Liability
That is insurance purchased by you to
cover your liability as a tenant for
"property damage" to premises rented
to you or temporarily occupied by you
with permission of the owner;
(4) Aircraft, Auto Or Watercraft
If the loss arises out of the maintenance
or use of aircraft, "autos" or watercraft to
the extent not subject to Exdusion g. of
Sedon A. - Coverages.
(5) Property Damage To Borrowed
Equipment Or Use Of Elevators
If the loss arises out of "property
damage" to borrowed equipment or
the use of elevators to the extent not
subject to Exclusion k. of Section A. -
Coverages.

Form SS 00 08 04 05
DocuSign Envelope ID: ÔC88932O-C53F-4380 -BE66-FCE4AFBAEA67 (6) When You Are Added As An
Additional Insured To Other
Insurance
That is other insurance available to
you covering liability for damages
arising out of the premises or
operations, or products and completed
operations, for which you have been
added as an additional insured by that
nsurance; or
(7) When You Add Others As An
Additional Insured To This
Insurance
That is other insurance available to an
additional insured.

However, the following provisions
apply to other insurance available to
any person or organization who is an
additional insured under this Coverage
Part:
(a) Primary Insurance When
Required By Contract
This insurance is primary if you
have agreed in a written contract,
written agreement or permit that
this insurance be primary. If other
insurance is also primary, we will
share with all that other insurance
by the method described in c.
below.

BUSINESS LIABILITY COVERAGE FORM
When this insurance is excess over other
insurance, we will pay only our share of
the amount of the loss, if any, that
exceeds the sum of:
(1) The total amount that all such other
insurance would pay for the loss in the
absence of this insurance; and
(2) The total of all deductible and self-
insured amounts under all that other
nsurance.

We will share the remaining loss, if any, with
any other insurance that is not described in
this Excess Insurance provision and was not
bought specifically to apply in excess of the
Limits of Insurance shown in the
Declarations of this Coverage Part.
c. Method Of Sharing
If all the other insurance permits
contribution by equal shares, we will follow
this method also. Under this approach,
each insurer contributes equal amounts
until it has paid its applicable limit of
insurance or none of the loss remains,
whichever comes first.

If any of the other insurance does not permit
contribution by equal shares, we will
contribute by limits. Under this method, each
insurer's share is based on the raljo of its
applicable limit of insurance to the total
applicable limits of insurance of all insurers.
(b) Primary And Non-Contributory 8. Transfer Of Rights Of Recovery Against To Other Insurance When Others To Us
Required By Contract a. Transfer Of Rights Of Recovery
If you have agreed in a written
contract, written agreement or
permit that this insurance is
primary and non-contributory with
the additional insured's own
insurance, this insurance is
primary and we will not seek
contribution from that other
insurance.

Paragraphs (a) and (b) do not apply to
other insurance to which the additional
insured has been added as an
additional insured.

When this insurance is excess, we will
have no duty under this Coverage Part to
defend the insured against any "suit" if any
other insurer has a duty to defend the
insured against that "suit". If no other
insurer defends, we will undertake to do
so, but we will be entitled to the insured's
rights against all those other insurers.

Form SS 00 08 04 05
If the insured has rights to recover all or
part of any payment, including
Supplementary Payments, we have made
under this Coverage Part, those rights are
transferred to us. The insured must do
nothing after loss to impair them. At our
request, the insured will bring "suit" or
transfer those rights to us and help us
enforce them. This condition does not
apply to Medical Expenses Coverage.
b. Waiver Of Rights Of Recovery (Waiver
Of Subrogation)
If the insured has waived any rights of
recovery against any person or
organization for all or part of any payment,
including Supplementary Payments, we
have made under this Coverage Part, we
also waive that right, provided the insured
waived their rights of recovery against
such person or organization in a contract,
agreement or permit that was executed
prior to the injury or damage.

DocuSign Envelope ID: ÔC88932C-C53F-4380-BE66-FCE4AFBAEA67

BUSINESS LIABILITY COVERAGE FORM
F. OPTIONAL ADDITIONAL INSURED

COVERAGES
If listed or shown as applicable in the Declarations,
one or more of the following Optional Additional
Insured Coverages also apply. When any of these
Optional Additional Insured Coverages apply,
Paragraph 6. (Additional Insureds When Required
by Written Contract, Written Agreement or Permit)
of Section C., Who Is An Insured, does not apply
to the person or organization shown in the
Declarations. These coverages are subject to the
terms and conditions applicable to Business
Liability Coverage in this policy, except as
provided below:

1. Additional Insured - Designated Person Or
Organization
WHO IS AN INSURED under Section C. is
amended to include as an additional insured
the person(s) or organization(s) shown in the
Declarations, but only with respect to liability
for "bodily injury", "property damage" or
"personal and advertising injury" caused, in
whole or in part, by your acts or omissions or
the acts or omissions of those acting on your
behalf:
a. In the performance of your ongoing
operations; or
b. In connection with your premises owned
by or rented to you.

2. Additional Insured - Managers Or Lessors
Of Premises
a. WHO IS AN INSURED under Section C. is
amended to include as an additional insured
the person(s) or organization(s) shown in the
Declaraticns as an Additional Insured -
Designated Person Or Organization; but only
with respect to liability arising out of the
ownership, maintenance or use of that part of
the premises leased to you and shown in the
Declarations.
b. With respect to the insurance afforded to
these additional insureds, the following
additional exclusions apply:

This insurance does not apply to:
(1) Any "occurrence" which takes place
after you cease to be a tenant in that
premises; or
(2) Structural alterations, new
construction or demolition operations
performed by or on behalf of such
person or organization.

3. Additional Insured - Grantor Of Franchise
WHO IS AN INSURED under Section C. is
amended to include as an additional insured
the person(s) or organization(s) shown in the
Declarations as an Additional Insured -
Grantor Of Franchise, but only with respect to
their liability as grantor of franchise to you.

4. Additional Insured - Lessor Of Leased
Equipment
a. WHO IS AN INSURED under Section C. is
amended to include as an additional
insured the person(s) or organization(s)
shown in the Declarations as an Additional
Insured - Lessor of Leased Equipment,
but only with respect to liability for "bodily
injury", -property damage" or "personal
and advertising injury" caused, in whole or
in part, by your maintenance, operation or
use of equipment leased to you by such
person(s) or organization(s).
b. With respect to the insurance afforded to
these additional insureds, this insurance
does not apply to any "occurrence" which
takes place after you cease to lease that
equipment.

5. Additional Insured - Owners Or Other
Interests From Whom Land Has Been
Leased
a. WHO IS AN INSURED under Section C. is
amended to include as an additional
insured the person(s) or organization(s)
shown in the Declarations as an Addiüonal
Insured - Owners Or Other Interests From
Whom Land Has Been Leased, but only
with respect to liability arising out of the
ownership, maintenance or use of that part
of the land leased to you and shown in the
Declarations.
b. With respect to the insurance afforded to
these additional insureds, the following
additional exclusions apply:

This insurance does not apply to:
(1) Any "occurrence" that takes place
after you cease to lease that land; or
(2) Structural alterations, new
construction or demolition operations
performed by or on behalf of such
person or organization.

6. Additional Insured - State Or Political
Subdivision - Permits
a. WHO IS AN INSURED under Section C. is
amended to include as an additional
insured the state or political subdivision
shown in the Declarations as an Additional
Form SS 00 08 04 05
DocuSign Envelope ID: 6C88932C-C53F-4380 -BE66-FCE4AFBAEA67 Insured - State Or Political Subdivision -
Permits, but only with respect to
operations performed by you or on your
behalf for which the state or political
subdivision has issued a permit.
b. With respect to the insurance afforded to
these additional insureds, the following
additional exclusions apply:

This insurance does not apply to:
(1) "Bodily injury", "property damage" or
"personal and advertising injury"
arising out of operations performed for
the state or municipality; or
(2) "Bodily injury" or "property damage;'
included in the "product-completed
operations" hazard.

7. Additional Insured - Vendors
a. WHO IS AN INSURED under Section C. is
amended to include as an additional
insured the person(s) or organization(s)
(referred to below as vendor) shown in the
Declarations as an Additional Insured -
Vendor, but only with respect to "bodily
injury" or "property damage" arising out of
"your products" which are distributed or
sold in the regular course of the vendor's
business and only if this Coverage Part
provides coverage for "bodily injury" or
"property damage" included within the
"products-completed operations hazard".
b. The insurance afforded to the vendor is
subject to the following additional exclusions:
(1) This insurance does not apply to:
(a) "Bodily injury" or "properw
damage" for which the vendor is
obligated to pay damages by
reason of the assumption of
liability in a contract or agreement.

This exclusion does not apply to
liability for damages that the
vendor would have in the absence
of the contract or agreement;

BUSINESS LIABILITY COVERAGE FORM
(e) Any failure to make such
inspections, adjustments, tests or
servicing as the vendor has agreed
to make or normally undertakes to
make in the usual course of
business, in connection with the
distribution or sale of the products;
(f) Demonstration, installation,
servicing or repair operations,
except such operations performed
at the vendor's premises in
connection with the sale of the
product;
(g) Products which, after distribution
or sale by you, have been labeled
or relabeled or used as a
container, part or ingredient of any
other thing or substance by or for
the vendor; or
(h) "Bodily injury" or "property
damage" arising out of the sole
negligence of the vendor for its
own acts or omissions or those of
its employees or anyone else
acting on its behalf. However, this
exclusion does not apply to:
(i) The exceptions contained in
Subparagraphs (d) or (f); or
(ii) Such inspections,
adjustments, tests or servicing
as the vendor has agreed to
make or normally undertakes
to make in the usual course of
business, in connection with
the distribution or sale of the
products.
(2) This insurance does not apply to any
insured person or organization from
whom you have acquired such
products, or any ingredient, part or
container, entering into,
accompanying or containing such
products.
(b) Any express warranty
unauthorized by you;
(c) Any physical or chemical change
in the product made intentionally
by the vendor;
(d) Repackaging, unless unpacked
solely for the purpose of inspection,
demonstration, testing, or the
substitution of parts under
instructions from the manufacturer,
and then repackaged in the original
container;
Form SS 00 08 04 05

8. Additional Insured - Controlling Interest
WHO IS AN INSURED under Section C. is
amended to include as an additional insured
the person(s) or organization(s) shown in the
Declarations as an Additional Insured -
Controlling Interest, but only with respect to
their liability arising out of:
a. Their financial control of you; or
b. Premises they own, maintain or control
while you lease or occupy these premises.

DocuSign Envelope ID: 6C88932C-C53F-4380-BE66-FCE4AFBAEA67

BUSINESS LIABILITY COVERAGE FORM
This insurance does not apply to structural
alterations, new construction and demolition
operations performed by or for that person or
organization.

9. Additional Insured - Owners, Lessees Or
Contractors - Scheduled Person Or
Organization
a. WHO IS AN INSURED under Section C. is
amended to include as an additional
insured the person(s) or organization(s)
shown in the Declarations as an Additional
Insured - Owner, Lessees Or Contractors,
but only with respect to liability for "bodily
injury", "property damage" or "personal
and advertising injury" caused, in whole or
in part, by your acts or omissions or the
acts or omissions of those acting on your
behalf:
(1) In the performance of your ongoing
operations for the additional
insured(s); or
(2) In connection with "your work"
performed for that additional insured
and included within the "products-
completed operations hazard", but
only if this Coverage Part provides
coverage for "bodily injury" or
"properly damage" included within the
"products-completed operations
hazard".
b. With respect to the insurance afforded to
these additional insureds, this insurance
does not apply to "bodily injury", "property
damage" or "personal an advertising
injury" arising out of the rendering of, or
the failure to render, any professional
architectural, engineering or surveying
services, including:
(1) The preparing, approving, or failure to
prepare or approve, maps, shop
drawings, opinions, reports, surveys,
field orders, change orders, designs or
drawings and specifications; or
(2) Supervisory, inspection, architectural
or engineering activities.

10. Additional Insured - Co-Owner Of Insured
Premises
WHO IS AN INSURED under Section C. is
amended to include as an additional insured
the person(s) or Organization(s) shown in the
Declarations as an Additional Insured - Co-
Owner Of Insured Premises, but only with
respect to their liability as co-owner of the
premises shown in the Declarations.

The limits of insurance that apply to additional
insureds are described in Section D. - Limits Of
Insurance.

How this insurance applies when other insurance
is available to an additional insured is described in
the Other Insurance Condition in Section E. -
Liability And Medical Expenses General
Conditions.

G. LIABILITY AND MEDICAL EXPENSES

DEFINITIONS

1. "Advertisement" means the widespread public
dissemination of information or images that
has the purpose of inducing the sale of goods,
products or services through:
a. (1) Radio;
(2) Television;
(3) Billboard;
(4) Magazine;
(5) Newspaper;
b. The Internet, but only that part of a web
site that is about goods, products or
services for the purposes of inducing the
sale of goods, products or services; or
c. Any other publication that is given
widespread public distribution.

However, "advertisement" does not include:
a. The design, printed material, information
or images contained in, on or upon the
packaging or labeling of any goods or
products; or
b. An interactive conversation between or
among persons through a computer network.

2. "Advertising idea" means any idea for an
-advertisement".

3. "Asbestos hazard' means an exposure or
threat of exposure to the actual or alleged
properties of asbestos and includes the mere
presence of asbestos in any form.

4. "Auto" means a land motor vehicle, trailer or
semi-trailer designed for travel on public
roads, including any attached machinery or
equipment. But "auto" does not include
"mobile equipmenr.

5. "Bodily injury" means physical:
a. Injury;
b. Sickness; or
c. Disease
sustained by a person and, if arising out of the
above, mental anguish or death at any time.

6. "Coverage territory" means:

Form SS 00 08 04 05
DocuSign Envelope ID: ÕC88932C-C53F-43BD-BE66-FCE4AFBAEA67

BUSINESS LIABILITY COVERAGE FORM
a. The United States of America (including its
territories and possessions), Puerto Rico
and Canada;
b. International waters or airspace, but only if
the injury or damage occurs in the course
of travel or transportation between any
places included in a. above;
c. All other parts of the world if the injury or
damage arises out of:
(1) Goods or products made or sold by you
in the territory described in a. above;
(2) The activities of a person whose home
is in the territory described in a.
above, but is away for a short time on
your business; or
(3) "Personal and advertising injury"
offenses that take place through the
Internet or similar electronic means of
communication
provided the insured's responsibility to pay
damages is determined in the United States of
America (including its territories and
possessions), Puerto Rico or Canada, in a
"suit" on the merits according to the
substantive law in such territory, or in a
settlement we agree to.

7. "Electronic data" means information, facts or
programs:
a. Stored as or on;
b. Created or used on; or
c. Transmitted to or from
computer software, including systems and
applications software, hard or floppy disks,
CD-ROMS, tapes, drives, cells, data
processing devices or any other media which
are used with electronically controlled
equipment.

8. "Employee" includes a "leased worker".
"Employee" does not include a "temporary
worker".

9. "Executive officef' means a person holding
any of the officer positions created by your
charter, constitution, by-laws or any other
similar governing document.

10. "Hostile fire" means one which becomes
uncontrollable or breaks out from where it was
intended to be.

11. "Impaired property" means tangible property,
other than "your product" or "your work", that
cannot be used or is less useful because:
a. It incorporates "your producf' or "your work"
that is known or thought to be defective,
deficient, inadequate or dangerous; or
Form SS 00 08 04 05
b. You have failed to fulfill the terms of a
contract or agreement;
if such property can be restored to use by:
a. The repair, replacement, adjustment or
removal of "your product" or "your work";
or
b. Your fulfilling the terms of the contract or
agreement.

12. "Insured contract" means:
a. A contract for a lease of premises.

However, that portion of the contract for a
lease of premises that indemnifies any
person or organization for damage by fire,
lightning or explosion to premises while
rented to you or temporarily occupied by
you with permission of the owner is
subject to the Damage To Premises
Rented To You limit described in Section
D. - Liability and Medical Expenses Limits
of Insurance.
b. A sidetrack agreement;
c. Any easement or license agreement,
including an easement or license
agreement in connection with construction
or demolition operations on or within 50
feet of a railroad;
d. Any obligation, as required by ordinance,
to indemnify a municipality, except in
connection with work for a municipality;
e. An elevator maintenance agreement; or
f. That part of any other contract or
agreement pertaining to your business
(including an indemnification of a
municipality in connection with work
performed for a municipality) under which
you assume the tort liability of another
party to pay for "bodily injury" or "property
damage" to a third person or organization,
provided the "bodily injury" or "property
damage" is caused, in whole or in part, by
you or by those acting on your behalf.

Tort liability means a liability that would be
imposed by law in the absence of any
contract or agreement.

Paragraph f. includes that part of any
contract or agreement that indemnifies a
railroad for "bodily injury" or "property
damage" arising out of construction or
demolition operations within 50 feet of any
railroad property and affecting any railroad
bridge or trestle, tracks, road-beds, tunnel,
underpass or crossing.

However, Paragraph f. does not include
that part of any contract or agreement:

DocuSign Envelope ID: 6C88932C-C53F-43BD-BE66-FCE#AFBAEA67

BUSINESS LIABILITY COVERAGE FORM
(1) That indemnifies an architect,
engineer or surveyor for injury or
damage arising out of:
(a) Preparing, approving or failing to
prepare or approve maps, shop
drawings, opinions, reports,
surveys, field orders, change
orders. designs or drawings and
specifications; or
(b) Giving directions or instructions,
or failing to give them, if that is the
primary cause of the injury or
damage: or
(2) Under which the insured, if an
architect, engineer or surveyor,
assumes liability for an injury or
damage arising out of the insured's
rendering or failure to render
professional services, including those
listed in (1) above and supervisory,
inspection, architectural or
engineering activities.

13. "Leased worker" means a person leased to
you by a labor leasing firm under an
agreement between you and the labor leasing
firm, to perform duties related to the conduct of
your business. "Leased worker" does not
include a "temporary worker".

14. "Loading or unloading" means the handling of
property:
a. After it is moved from the place where it is
accepted for movement into or onto an
aircraft watercraft or "auto";
b. While it is in or on an aircraft, watercraft or
"auto"; or
c. While it is being moved from an aircraft,
watercraft or "auto" to the place where it is
ñnally delivered;
but "loading or unloading" does not include the
movement of property by means of a mechanical
device, other than a hand truck, that is not
attached to the aircraft, watercraft or "auto".
(1) Power cranes, shovels, loaders,
diggers or drills; or
(2) Road construction or resurfacing
equipment such as graders, scrapers
or rollers;
e. Vehicles not described in a., b., c., or d.
above that are not self-propelled and are
maintained primarily to provide mobility to
permanently attached equipment of the
following types:
(1) Air compressors, pumps and
generators, including spraying,
welding, building cleaning,
geophysical exploration, lighting and
well servicing equipment; or
(2) Cherry pickers and similar devices
used to raise or lower workers;
f. Vehicles not described in a., b., c., or d.
above maintained primarily for purposes
other than the transportation of persons or
cargo.

However, self-propelled vehicles with the
following types of permanently attached
equipment are not "mobile equipment" but
will be considered "autos":
(1) Equipment, of at least 1,000 pounds
gross vehicle weight, designed
primarily for:
(a) Snow removal;
(b) Road maintenance, but not
construction or resurfacing; or
(c) Street cleaning;
(2) Cherry pickers and similar devices
mounted on automobile or truck
chassis and used to raise or lower
workers; and
(3) Air compressors, pumps and
generators, including spraying,
welding, building cleaning ,
geophysical exploration, lighting and
well servicing equipment.

15. "Mobile equipment" means any of the following
types of land vehicles, including any attached
machinery or equipment:
a. Bulldozers, farm machinery, forklifts and
other vehicles designed for use principally
off public roads;

16. "Occurrence" means an accident, including
continuous or repeated exposure to substantially
the same general harmful conditions.

17. "Personal and advertising injury" means injury,
including consequential "bodily injury", arising
out of one or more of the following offenses:
b. Vehicles maintained for use solely on or
next to premises you own or rent;
c. Vehicles that travel on crawler treads;
d. Vehicles, whether self-propelled or not, on
which are permanently mounted:
a. False arrest, detention or imprisonment;
b. Malicious prosecution;

DocuSign Envelope ID: 6088932C-C53F-4360 -BEE- FCE4AFBAEA67 c. The wrongful eviction from, wrongful entry
into, or invasion of the right of private
occupancy of a room, dwelling or
premises that the person occupies,
committed by or on behalf of its owner,
landlord or lessor;
d. Oral, written or electronic publication of
material that slanders or libels a person or
organization or disparages a person's or
organization's goods, products or services;

BUSINESS LIABILITY COVERAGE FORM
Work that may need service, maintenance,
correction, repair or replacement, but
which is otherwise complete, will be
treated as completed.

The "bodily injury" or "property damage"
must occur away from premises you own
or rent, unless your business includes the
selling, handling or distribution of "your
producf' for consumption on premises you
own or rent.
e. Oral, written or electronic publication of
material that violates a person's right of
privacy;
f. Copying, in your "advertisement", a
person's or organization's "advertising
idea" or style of "advertisement";
g. Infringement of copyright, slogan, or title of
any literary or artistic work, in your
"advertisement"; or
h. Discrimination or humiliation that results in
injury to the feelings or reputation of a
natural person.

18. "Pollutants" means any solid, liquid, gaseous or
thermal initant or contaminant, induding smoke,
vapor, soct, fumes, adds, alkalis, chemicals and
waste. Waste includes materials to be recycled,
reconditioned or reclaimed.

19. "Products-completed operations hazard";
a. Includes all "bodily injury" and "property
damage" occurring away from premises
you own or rent and arising out of "your
product" or "your work" except:
(1) Products that are still in your physical
possession; or
(2) Work that has not yet been completed
or abandoned. However, "your work"
will be deemed to be completed at the
earliest of the following times:
(a) When all of the work called for in
your contract has been completed.
(b) When all of the work to be done at
the job site has been completed if
your contract calls for work at
more than one job site.
(c) When that part of the work done at
a job site has been put to its
intended use by any person or
organization other than another
contractor or subcontractor
working on the same project.

Form SS 00 08 04 05
b. Does not include "bodily injury" or
"property damage" arising out of:
(1) The transportation of property, unless
the injury or damage arises out of a
condition in or on a vehicle not owned
or operated by you, and that condition
was created by the "loading or
unloading" of that vehicle by any
insured; or
(2) The existence of tools, uninstalled
equipment or abandoned or unused
materials.

20. "Property damage" means:
a. Physical injury to tangible property,
including all resulting loss of use of that
property. All such loss of use shall be
deemed to occur at the time of the
physical injury that caused it; or
b. Loss of use of tangible property that is not
physically injured. All such loss of use
shall be deemed to occur at the time of
"occurrence" that caused it
As used in this definition, "electronic data" is
not tangible property.

21. "Suit" means a civil proceeding in which
damages because of "bodily injury", "property
damage" or "personal and advertising injury"
to which this insurance applies are alleged.
"Suit" includes:
a. An arbitration proceeding in which such
damages are claimed and to which the
insured must submit or does submit with
our consent; or
b. Any other alternative dispute resolution
proceeding in which such damages are
claimed and to which the insured submits
with our consent.

22. "Temporary worker" means a person who is
furnished to you to substitute for a permanent
"employee" on leave or to meet seasonal or
short-term workload conditions.

23. "Volunteer worker" means a person who:
a. Is not your "employee";

DocuSign Envelope ID: 6C88932C-C53F-4380-BE66-FCE4AFBAEA67

BUSINESS LIABILITY COVERAGE FORM
b. Donates his or her work; (2) The providing of or failure to provide c. Acts at the direction of and within the warnings or instructions. scope of duties determined by you; and c. Does not include vending machines or d. Is not paid a fee, salary or other other property rented to or located for the compensation by you or anyone else for use of others but not sold. their work performed for you.

24."Your product":
a. Means:
(1) Any goods or products, other than real
property, manufactured, sold, handled,
distributed or disposed of by:
(a) You;
(b) Others trading under your name;
or
(c) A person or organization whose
business or assets you have
acquired; and

25. "Your work":
a. Means:
(1) Work or operations performed by you
or on your behalf; and
(2) Materials, parts or equipment
furnished in connection with such work
or operations.
b. Includes:
(1) Warranties or representations made at
any time with respect to the fitness,
quality, durability, performance or use
of "your work"; and
(2) Containers (other than vehicles),
materials, parts or equipment
furnished in connectjon with such
goods or products.
b. Includes:
(2) The providing of or failure to provide
warnings or instructions.
(1) Warranties or representations made at
any time with respect to the fitness,
quality, durability, performance or use
of "your product"; and

DocuSign Envelope ID: 6C88932C-C53F-43BD-BE66-FCE4AFBAEA67

VALLEJO
Ž Home 0 Report a Problem
Search Businesses
Search By: Business Name v Value. E Source Companies Search Specifv Business Start Date Ranae (Ontlonal)
Account # Business Name Start Date Expire Date Address Phone Website 11711982 E SOURCE COMPANIES LLC 1/11/2021 6/30/2021 2351 ENERGY DR STE 1010, (225) 7664188 httpitwwn.esource.corn BATON ROUGE, LA 70808-2617
Total businesses found: 1
po-.d b, Hdl
DocuSign Envelope ID: 6C88932C-C53F-43BD-BE66-FCE4AFBAEA67 POLICY NUMBER: 83SBAAD4682
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

NOTICE OF CANCELLATION TO CERTIFICATE HOLDER(S)
This policy is subject to the following additional Conditions:

A. If this policy is cancelled by the Company, other
than for non-payment of premium, notice of such
cancellation will be provided at least thirty (30) days in advance of the cancellation effective date to the
certificate holder(s) with mailing addresses on file
with the agent of record or the Company.

B. If this policy is cancelled by the company for non-
payment of premium, or by the insured, notice of
such cancellation will be provided within ten (10)
days of the cancellation effective date to the
certificate holder(s) with mailing addresses on file
with the agent of record or the Company.

Form SS 12 23 06 11
If notice is mailed, proof of mailing to the last known mailing address of the certificate holder(s) on file with the agent of record or the Company will be sufficient
proof of notice.

Any notification rights provided by this endorsement
apply only to active certificate holder(s) who were issued a certificate of insurance applicable to this policy's term.

Failure to provide such notice to the certificate holder(s) will not amend or extend the date the cancellation
becomes effective, nor will it negate cancellation of the policy. Failure to send notice shall impose no liability of any kind upon the Company or its agents or
representatives.

© 2011, The Hartford
DocuSign Envelcpe ID: ÔC88932C-C53F-43BD-BE66-FCE4AFBAEA67 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

NOTICE OF CANCELLATION TO CERTIFICATE HOLDER(S)
Policy Number: 83 WEC AD4JDV Endorsement Number:

Effective Date: 06/14/20 Effective hour is the same as stated on the Information Page of the policy.

Named Insured and Address: E Source Companies, LLC
1745 38TH ST
BOULDER CO 80301
This policy is subject to the following additional
Conditions:

A. If this policy is cancelled by the Company, other than for non-payment of premium, notice of such
cancellation will be provided at least thirty (30) days in advance of the cancellation effective date to the
certificate holder(s) with mailing addresses on file
with the agent of record or the Company.

B. If this policy is cancelled by the Company for
non-payment of premium, or by the insured, notice
of such cancellation will be provided within ten CIO)
days of the cancellation effective date to the
certificate holder(s) with mailing addresses on file
with the agent of record or the Company.

Form WC 99 03 94 Printed in U.S.A.

Process Date: 05/05/20
If notice is mailed, proof of mailing to the last known mailing address of the cerlificate holder(s) on file with the agent of record or the Company will be sufficient
proof of notice.

Any notification rights provided by this endorsement
apply only to active certificate holder(s) who were issued a certificate of insurance applicable to this policy's term.

Failure to provide such notice to the certificate holder(s) will not amend or extend the date the cancellation
becomes effective, nor will it negate cancellation of the policy. Failure to send notice shall impose no liability of any kind upon the Company or its agents or
representatives.

Policy Expiration Date: 06/14/21
© 2011, The Hartford
DocuSign Envelope ID. 646C9CC'1-38C3-4CCD-9E8F-AEE28C20FF68 Jul 6, 2022 10.34 AM, 983183062 Contract and Routing Form
Contract Number: 21-WD106
Requisition Number: 0000037276
Citv (11
VALLEJODate Originated: C .iliîoinia
Finance Department · 555 Santa Clara Street · Vallejo · CA · 94590 · 707.648.4592 Department: Water Department, Engineering
Staff Contact: Janae Chadwick, [email protected] Contract Type: Amendment
Vendor: E Source (formally UtiliWorks) Vendor Number:104173 Contract Not to Exceed Amount: 938400.00
Contract Start Date: Jan 20, 2021 End Date: Jun 30, 2024 Authority to Contract: City Council Date to Council: Jun 28, 2022 Attachments are uploaded for review here: https:#bit.ly/vContracts Approved Pre-Requisition Form
Original Agreement with any Amendments
Insurance
I have uploaded additional files.No
DocuSign Envelope ID: 646C9CCI-38C3-4CCD-9EBF-AEE28C20FF6B Contract_and_Routing Form
Signature Page
Department Initial Date Comment
- DS
Originating Department/Division 7/ 7/ 2022 1
I »a s-
i ÚÅN·.
- DS
Risk Manager
Finance Department
City Attorney's Office
City Manager's Office
City Clerk
7/ 8/ 2022
(-- DS 7/ 8/ 2022
â,F
7/ 8/ 2022
í <pr
7/ 10/ 2022
L Adi
- DS

7/ 10/ 2022
Return executed contract to: Janae Chadwick
DocuSign Envelope ID 646C9Cel-38C3-4CCD-9EBF-AEE28C20FF68 Jul 6, 2022 10.29 AM, 983181299 Pre-Requisition Form
CiA, 01 - 4 -'. 6
VALLEJO V ../ 7
Colik)inia
Contract Number 21-WD106
Requisition Number 0000037276
Finance Department · 555 Santa Clara Street · Vallejo · CA · 94590 · 707.648.4592 Department: Water Department, Engineering
Staff Contact: Janae Chadwick, [email protected] Vendor: E Source (formerly UtiliWorks) Vendor Number 104173 Term: Multi-year Term
Anticipated Start Date : Jan 20, 2021
Anticipated End Date: Jun 30, 2024
Anticipated Contract Type: Amendment
Purchasing Authority: City Council Anticipated Date to Council: Jun 28,2022 Total Projected Expenditure: 938400.00
Anticipated Account Number 404-2715-431.43-89
Multiple Project Numbers? No, just one Multiple Account Numbers? No, just one Description of Proposed Purchase:

E Source (formerly UtiliWorks) will provide specialized Advanced Metering Infrastructure (AMI) consultingservices to the City of Vallejo's Water Department. The Water Department is preparing for a large and verycomplex project of implementing a new Advanced Metering Infrastructure (AMI) for its 38,000+ water meters, across the entire City of Vallejo and in the Lakes Water System.

I have reviewed the city-wide contracts, expenditure and encumbrance reports to comply with the VMC.

It is an existing vendor and I am working to take an action to the City Council because it will exceed the City- wide cap of $100,000 in a single FY.

Competitive Process: I am exempt from having to complete a Competitive Process Exemption Explanation:

Section 3.20.090 of the Vallejo Municipal Code sets forth various exemptions to the competitive purchasingprocess, which include exemptions for highly specialized professional services and other cases when Councilfinds and determines that it is in the City's best interests to not engage in the competitive purchasing process.

Explanation for Vendor Selection:

E Source Companies, LLC provides highly specialized professional knowledge, experience, and services in evaluating and implementing AMI systems; approved by Council.

Uploaded documents available for review https://bit.ly/vPreReqs.

WarrantyNot sure
Original ContracUAgreementAmendment
DocuSign Envelope ID: 646C9CC1-38C3-4CCD-9E8F-AEE28C20FF6B Pre-Requisition Signature Section
Department Comment
Delegated Signee: Beth Schoenberger
Title: Water Director
E-mail: janae.chadwick@cityoñ/allejo.net
DocuSIgned by: j
[hý,=fž:111,19'Signature
7/ 7/ 2022
Date
Route Final HTE PO to City Clerk for Contract Log
h
DocuSign Envelope ID: 646C9CC1-3803-4CCD-9EBF-AEE28C20FF66

FIRST AMENDMENT TO

CONSULTING AND PROFESSIONAL SERVICES AGREEMENT

BETWEEN

CITY OF VALLEJO
AND

E SOURCE COMPANIES, LLC
(FORMALLY UTILIWORKS CONSULTING)
This First Amendment (the "Amendment") to the Consultant and ProfessionalServices Agreement ("Agreement") entered into January 20, 2021. between theCity of Vallejo, a municipal corporation ("City"), and E Source Companies, LLC(formally Utiliworks Consulting), a Delaware corporation, hereinafter referred toas 'Consultant", is made and entered into on this 3001 day of June 2022.

Consultant and City do mutually agree as follows:

1. Payment for Services. The maximum not to exceed amount specified in Exhibit B of the Agreement is increased by seven hundred and twenty-threethousand, eight hundred and forty dollars ($723,840) and the not to exceed amountis increased to a total of nine hundred and thirty-eight thousand, four hundred dollars ($938,400).

2. Revised Term of the Agreement. The Agreement term ended October 21, 2021, however, the City exercised its option to extend the Agreement for oneyear. As of the date of this Amendment, the term of the Agreement is extended to and shall expire on June 30,2024.

City shall, at its discretion, have the right to extend the term of the Agreement, inintervals of one year by written notice to Consultant. The total duration of theAgreement, including the exercise of any options under this section, shall not exceed five years.

3. Additional Services. The scope of services to be provided as specified in Exhibit A of the Agreement, and existing Amendments thereto, is amended toinclude the additional services described in Exhibit A of this First Amendment ("Additional Services").

4. Replacement of Exhibit B. Exhibit B to the Agreement is hereby amended and replaced in its entirety with Exhibit B attached hereto.

The provisions of this section shall survive the expiration or termination of this Agreement.

First Amendment to Agreement Between City of Vallejo and E Source Companies, LLC (Revised 01.2019) Page 1 of 3
DocuSign Envelope ID: 646O9CC1-38C3-4CCD-YEaF-AEE28C20FF6[3

5. Integration. This First Amendment contains the entire agreement between the parties with respect to its subject matter and supersedes whatever oral or written understanding they may have had prior to the execution of this First Amendment. This First Amendment shall not be amended or modified except by a written agreement executed by each of the parties. Except as specifically revised herein, all terms and conditions of the Agreement shall remain in full force and effect, and Consultant shall perform all duties, obligations, and conditions required under the Agreement.

6. Inconsistencies. In the event of any conflict or inconsistency between the provisions of this Amendment and the Agreement, the provisions of this Amendment shall control in all respects.

7. Ambiguities. The parties have each carefully reviewed this Amendment and have agreed to each term of this Amendment. No ambiguity shall be presumed to be construed against either party.

8. Counterparts. This Amendment may be executed by the parties in one or more counterparts all of which collectively shall constitute one document and agreement.

9. Authority. The person signing this Amendment for Consultant hereby represents and warrants that he or she is fully authorized to sign this Amendment on behalf of the Consultant.
[SIGNATURES ON FOLLOWING PAGE]
First Amendment to Agreement Between City of Vallejo and E Source Companies, LLC (Revised 01.2019) Page 2 of 3
DocuSign Envelope ID- 646C9CCI-38C3-4CCD-9EBF-AEE28C20FF68 IN WITNESS WHEREOF, the parties have executed this Agreement on the day and year shown below the name of each of the parties.

E SOURCE COMPANIES, LLC
A Delaware corporation

CITY OF VALLEJO,
a municipal corporation
- DocuSigned by
92:£ 3126,
By: - 71nurn#5018422
Ted Schultz
CEO
r - Docusigned by
Alídud, AUGAL
By . Lp ,:4RFA,ld* n

MIKE MALONE
City Manager
7/ 7/ 2022 7/ 10/ 2022
DATE: DATE:

ATTEST: - DocuSigned by:
1 Vaw g. Æl•raía-,sew-
By : L- 1489DDA66950425
Dawn Abrahamson
(City Seal) City Clerk
APPROVED AS TO CONTENT:
- DocuSigned by
1 601£ 5 dulwl'6rý,r
- DR0A70.6238474Fñ
...<.c-2\, 6 -
35=- BETH SCHOENBERGER
Water Director
<ru-
.
- - APPROVED AS TO FORM:
- / f-- Docusigned by
1 .-
- f.-6 7. f-/40 96+
.
- - llarñdQFAÑT - lárìl
VERONICA A.F. NEBB
.

City Attorney
APPROVED AS TO INSURANCE:
- DocuSigned by
| Rred Sartíš
urrizíp ..c.... 11

ARMOND SARKIS
Risk Manager
First Amendment to Agreement Between City of Vallejo and E Source Companies, LLCPage 3 of 3(Revised 01.2019) t,
-:P í) 1 -1.01: 4
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DocuSign Envelope ID: 646C9CC1 -38C3-4CCD-9E8F-AEE28C20FF6B Exhibit A- Additional Services
E Source
4 0 0 -Éà
Proposal to
Ci
OALLEj ,
California
for
Advanced Metering Infrastructure
(AMI) Consulting Services
May 4, 2021
DocuSign Envelope ID: 646C9CC1-38C3-4CCD-9E8F-AEE28C20FF6B

E SOURCE PROPOSALTO CLY OF VALLE,O FORAMI CONSULTING SERVICES Table of Contents
Section 1: Firm Profile
Section 2: Pastand Present Clients..............

8 Section 3: Scope of Work ........................... 11 Task 1 - Procurement and Vendor Contract Negotiations lapproved and currently underway)........... 11 Task 2 - Deployment Program Management - Planning and Proof of Concept.... ....... .................., 11 Task 3 - AMI Program Business Process Design..................

Task 4- Awareness and Education Campaign ...... ....... 17 Task 5 - Full Deployment Oversight and Quality Assuranrp 18 Section 4: Project Organization Chart 20
Section 5: References ........ ........ 21
Pricing 23
List of Figures and Tables
Figure 1, E Source Experience Spans all AMI Project Phases ......................... 6 Figure 2. E Source TPI Utility Clients .... 8
Figure 3. E Source's AMI Statictirc
Figure 4. Project Organization............. ............. . 20 Table 1. Recent E Source Municipal AMI Projects 8
Table 2. E Source Not-to-Exceed Fee 23
iii
E
DocuSign Envelope ID· 646C9CC1-38C3-4CCD-9EBF-AEE28C20FF68 I Source

POWERING WHAT'S NEXT
1-800-ESOURCE [email protected] www. esource .com
May 4, 2021
Rebecca Lane
City of Vallejo, Water Department
via email to [email protected]
Dear Ms. Lane:

E Source Companies (E Source), the leading solver of problems facing electric, gas, and water utilities and municipalities, is pleased to provide our proposal for Advanced Metering Infrastructure (AMI) Consulting Services to the City of Vallejo ("Vallejo" or 'City") in response to your express interest in seeking continued AMI consulting services.

The Technology, Planning, and Implementation (TPI) Consulting Division of E Source consists of the former Excergy Corporation and UtiliWorks Consulting companies. This "dream team" combination of the two leading firms in the utility operational technology (AMI) consulting space offers significant innovation, expertise, and experience to our customers. We have performed similar AMI procurement and implementation tasks for hundreds of municipal utilities, including 30 in the State of California alone- all with a 100% project success rate.

Our firm's key differentiators include:
þ Agile and Adaptable Consulting Firm that Specializes in this Market Space. We are a specialized, highly focused company with subject matter experts who have deep roots in the AMI market. Being a consulting firm focused on AMI, we typically have a lower cost compared to large multi-national engineering firms. We will provide the City of Vallejo and its members full access to our senior staff and executives. We have excellent client references from utilities who desire a more agile organization with a tailored delivery strategy. Our team is known for our "hands-on" experience with technology, vendors, and owners in both pilot and full deployment environments.

You will see evidence of our work with virtually all the leading vendors in this space. We believe ourteam has more true deployment experience (versus theoretical understanding) than any other consulting firm in this sector. Our references are the best way to confirm this. • A Tailored Solution for Your Unique Environment. As part of our regular engagements, E Source helps our clients determine which technology applications make sense for their unique environment. This includes budgeting, planning, selection of the appropriate technology, and providing implementation support and oversight.Working in conjunction with utility personnel, our team can create an optimum solution for Vallejo because we do not associate our recommendations with a particular technology supplier, and we have no vendor affìliations. This allows us to independently guide utilities towards a 'best-fit" solution without outside influence. Although independent, E Source executives have strong working relationships and direct access to toplevel personnel at AMI vendor organizations. This helps to expedite resolution of any issues that may ariseduring a project. Ourteam also has a robust pricing database, which further assists in negotiating the most favorable terms possible for our utility clients.
4 Industry Recognition: E Source has worked with 180 utilities on AMI engagements over the past 15 years and weare very familiar with utility operations across all functional areas. By utilizing a strategic approach, we have been able to assist our clients in receiving industry accolades. These include:
o Orangeburg Department of Public Utilities (DPU), SC ("Best Smart Infrastructure Project of the Year," CS Week)
o Albuquerque Bernalillo County Water Utility Authority, NM ("Best Smart Infrastructure Project," CS Week ) DocuSign Envelope ID 646C9CC1-38C3-4CCD-9E8F-AEE28C20FF6B

E SOURCE LETTER TO VALLEJO
PAGE 2
o Ruston, LA ("Smart Grid Project of the Year," Utility Automation and Engineering T&D Magazine) o San Marcos,TX ("Best Smart Infrastructure/Grid Project," CS Week and "AMI Project of the Year," DistribuTECH)
o City of Fort Collins, CO (Advanced Meter Fort Collins, received awards for outstanding collaboration and was recognized by T&D World magazine as one of the most successful municipal AMI projects in the nation) Many of our clients have been featured in both international trade journals and local newspapers based on the success of their AMI projects. We are very proud of our clients' accomplishments and will always seek to help them gain the recognition they deserve.

We are enthusiastic about the opportunity to work with Vallejo and are prepared to begin working on this project assoon as possible, with the issuance of a Notice to Proceed. Our team has expertise in performing all tasks requestedand proposed in our Scope of Work. We are confident in our ability to meet the time schedules and complete thework for a budget that is acceptable to Vallejo. Our vast experience, vendor independence, and history of positiveproject outcomes are tangible elements of the benefits that the E Source team brings. We also pride ourselves onintangible elements that are equally important to success, such as being a collegial, reliable, and committed to continuing our partnership with the City of Vallejo.

We appreciate the opportunity to submit our proposal foryour consideration and look forward to discussing it withyou in the coming weeks. In the meantime, should you have any questions or require additional information, pleasefeel free to contact me at 631-807-4063 or via email at Dale [email protected]. Additionally, as thePresident of E Source's TPI division, I am authorized to submit this proposal on behalf of E Source Companies.

Sincerely,
Dale Pennington
President, E Source Technology Planning, and Implementation E Source
1745 38th Street, Boulder, CO 80301
DocuS gn Envelope ID: 646C9CC1-38C3-4CCD-9E8F-AEE28C20FF6B E SOURCE PROPOSALTO C[[YOF VAUBO FOR AMI CONSULTING SERVICES Section 1: Firm Profile
Vendor 4What does one call it when the best of the best come together? The answer is a Neutral , 00% i°énš¿"dream team." E Source, a powerhouse in delivering solutions-based research, - consulting, and data science services to the utilities industry since 1986, has formed ê the AMI consulting dream team by bringing togetherthe former Excergy Corporation Ž,J 00 +Hi and UtiliWorks Consulting to create the firm's Technology, Planning and ,% Utility Clients Api Implementation (TPI) Consulting Division.
175
Expert
40Resources
For more than 30 years, E Source consultants have been providing services on a variety of projects for more than 300 electric, gas, and water utilities across North America. We have fine-tuned methodologies to produce world-class tools and processes that have led to an unmatched record of successful project outcomes.

As the leading solver of problems facing electric, gas, and water utilities and municipalities, E Source provides utilities with world-class consulting and system implementation services on a wide range of technologies and business and customer matters to address the challenges that utilities face today. The TPI division has a particular business f ocu5 on municipal utility projects- trom data analytics, feasibility studies, strategic plans, business cases, vendor selection, and all phases of the system implementation life cycle. This combination of the two leading firms in the utility AMI consulting space offers significant innovation, expertise, and experience to our customers- especially when it comes to maximizing the effectiveness of our clients' utility technology investments. We understand municipal government procurement practices and philosophies.

With an average of 25+ years of utility technology experience, E Source staff provides a range of services- spanning from initial needs assessment and technology roadmaps to vendor RFPs, all the way through to successful implementation and "go-live" of a holistic and integrated systems. Our staff have implemented or integrated virtually every major utility information technology system in the past 20 years, including AMR/AMI, MDMS, CIS, Enterprise Asset Management (EAM), GIS, Mobile Workforce and Work Management System (MWFM/WMS), Outage Management System COMS), Customer Portal and Communications, Data Analytics and many other utility operational technologies. We understand the entire utility ' system 01 system>.

E Source brings unrivaled expertise in all areas of Strategy, Planning, and Implementation as shown in Figure 1. Our staff has prepared 100s of AMI business cases and technology roadmaps and completed system acquisition and implementation projects for electric, gas, and water utilities of all sizes (ranging from 5Kto 4.7M meters). The lessons learned through our involvement in many of the nation's largest deployments, as well as many municipal utility projects, have been incorporated into our current methodology and approach to AMI projects, and will be leveraged for the City of Vallejo's AMI project.

This experience is an important part of the value the E Source team brings to Vallejo. Our project team has not only delivered business cases, assessments, roadmaps, and plans, we have also supported system procurement andvendor selection activities, and then gone on to implement these plans for utilities through our implementation and integration services. This has provided us with invaluable insight into the many different vendors that can provide ..

Vallejo with an AMI metering solution, what works and what 1 doesn't, what kind of solution would best serve your needs, - and what the system should entail. It has also given us very deep knowledge of the different vendors' strengths and
weaknesses. We apply these lessons learned in
implementation back into our front-end consulting to
..= a
continually improve our value-added offering.
-. 1 U '). 8. 1 / Ll .._I ./. 111=111 .

Our approach balances innovation with pragmatic business - .......... Il - I -
acumen. Weare familiarwith virtually allcurrent and - -,--- - -... -- 8-- emerging AMI and metering technologies as well as ancillary products and services. We are scrupulously vendor neutral and vendor independent, and have no "partnership" Figure 1. E Source Experience Spans all AMI Projed Phases E
DocuSign Envelope ID· 646C9CC1-38C3-4CCD-9EßF-AEE28C20FF6B E SOURCE P R OP OS A L T O C nY O F VA L L EJ O F O R AM 1 C O N S U L T I N G SERVICES arrangements or relationships with any vendors or other firms. This assures Vallejo that our recommendations are the very best for your needs and requirements. As indicated in our past experience with many similar projects (see references), ourselection processes have resulted in multiple vendors chosen for our clients, indicatingthe unbiased nature of our methodology.

Ourteam is knownthroughoutthe industry as AMI experts. We put one of the very first MDMS through development and into production at JEA in 2004 before the term Smart Grid was even invented. We've deployed dozens of MDMS and AMI projects, have won several "Project of the Year" awards, have been brought in to rescue troubled AMI projects for various utilities, and were asked by industry leaders to write the book, Success#d smart Grid Implementatiox - the definitive guide on AMI project development and implementation.

E
DocuSign Envelope ID: 646C9CC1-38C3-4CCD-9E8F-AEE28C20FF6B

E SOURCE PROPOSAL TOCITY OF VALLEJO FOR AMI CONSULTING SERVICES Section 2: Past and Present Clients
E Source has supported more than 300 electric, water, gas, and % communications utility clients across North America as shown in Figurel ; 180 of these clients have been specific to AMI services.Our AMI knowledge is unmatched .

As mentioned earlier, our Technology, Planning and Implementation (TPI) Consulting Division consists of the former Excergy Corporation and UtiliWorks Consulting companies. Ourgoal is to advance business and technology solutions that strategically enhance operations for utilities and their cities. We specialize in advanced metering, smart grid/gas/water, and smart city initiatives. Our people, processes, and , analysis tools work in conjunction to lower costs, reduce risk, and ensure benefits Figure 2. E Source TA Utility Clients
AMI BY THE capture for each technology implementation. As shown in Figure NUMB@RS 3, we are AMI experts.

3.6M Municipal meters served in 2020
180 Utility AMI clients across North America
145 Assessments and studies
100 Vendor procurements
75 Full system implementations
25 Average team years of expenence
#
1 In AMI Expertise
Figure 3. E Source's AMI Statistics
E Source has worked on behalf of other municipalities/ utilities near the City of Vallejo, such as Santa Rosa and Roseville, as well as throughout the great State of California. We have completed or have active project work for 30 California utilities, and were engaged on behalf of the California Public Utility Commission.

Consulting services are core competencies of E Source. Table 1 demonstrates our firm's experience with municipal electric, water, or combined utilities on several comparable projects related to the AMI scope of services proposed herein for Vallejo.

Table 1. Recent E Source Munìcipal AMI Projects
Representative Samp/e of E Source Municipal Utility I , Iltli ,11 . 1 .

Projects with Similar AMI Scope
(Last 10 Years)
Alameda County Water District (CA) .......

Alameda Municipal Power (CA) • • • • • • •
Anchorage Municipal Light & Power ......

Azusa Light & Water (CA) • •
Bermuda Electric Light Company .......

Brownsville Public Utility Board (TX) • • • • • •
Burbank Water and Power (CA) m • • • •
Chelan County Public Utility ..... •
Chesterfield County Public Utility Dist. (VA) • • •
City of .......

City of Buena Park (CA) • • • • • •
E <
DocuSign Envelope ID· 646C9CC1-380-4CCD-9E8F-AEE28C20FF68 E SOURCE PROPOSALTO ( 117 OF VALLEJO FOR AM I CONSULPNG SERVICES Representative Sample of E Source Municipal Utility
Projects with Similar AMI Scope
(Last 10 Years)
. I .
. 1 .
. 1 .
. 1
.. 1.

AMI Project Clients = lá
City of Fort Collins CCO) 1
City of Galveston (TX) i
City of Greensboro (NC)

i
City of Lawrence (KS) 1
City of Long Beach Water & Gas Dept. (CA) 1
City of Loveland (CO)
City of Manassas CVA)

1 City of Mesa (AZ)
City of Newport News (VA) i
City of Oceanside (CA)
City of Palo Alto (CA) 1
City of Richland (NA) 1
City of Roseville (CA) 1
City of Ruston (LA) .

City of San Marcos (TX) 1
City of Santa Ana (CA)
City of Santa Barbara (CA) .

City of Santa Rosa (CA) 1
City of Terrell (TX) 1
City of Wilson CNC) 1
Crescenta Valley Water District (CA) 1
Fort Worth Water Department (TX) 1
Gallatin Public Utilities (TN) 1
Greenville Electric Utility System (TX)
Halifax Regional Water Comm. (NS) 1
Huntsville Utilities m
Loudon Utility Board (TN) 1
Merced Irrigation District (CA) 1
Orangeburg Depart. of Public Utilities CSC) 1
Regional Municipality of Halton CON) 1
Riverside Public Utilities CCA)
Sewerage & Water Board of New Orleans •
Tacoma Public Utilities (WA) 1
WaterOne (KS) 1
Winston-Salem, Forsyth County Utilities (NC) •
E
DocuSign Envelope ID· 646C9CC1-38C3-4CCD-9E8F-AEE28C20FF6B E SOURCE PROPOSALTO CnY OF VALLEJO FOR AMI CONSULTING SERVICES We are extremely proud of the work we do, the quality with which we do it, and the accolades we receive from our clients.

Many of ourstrategy, planning, business case, technology roadmap and procurement projects have gone on to become actual implementation projects that we have either led or supported. Being re-engaged by our clients is the best testament of our high-quality work. Further, we have never had a contract terminated for performance, and our 100% planning and
implementation project success rate on dozens of programs and projects is proof of the quality and depth of our services and expertise.

Our Philosophy
& Attitude
, Client
; Focused
Culture
Deep &
Broad Utility
Expertise
r Personable
& Easy to
Work With
As illustrated below, we pride ourselves on being flexible and Partnering for Flexible,nimble and we have been very deliberate in building an Your Success Nimble & organization with consultants who are personable and easy to Dedicated work with. E Source is extremelyßexib/e and adaptable in our approach to partnering and delivery.

However, it isn't what we think about ourselves that matters most- it is what ourclients think of us. gg
Our projects were high-cost
investments that would literally be
impacting every home or business
for decades to come. E Source
helped ensure our investment
provided the intended outcome.
- Chris Garner
Long Beach Water Department
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E Source has been a valuable
partner as we have prepared for our
AMI implementation. [They] brought
both a detailed knowledge of the
techno/ogy, and a thorough
understanding of how it will impact
our organization. This, combined
with an ability to work well with our
staff, has positioned us well for a
successful implementation.
- Reid Campbell
Halifax Water
,,
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[E Source's] people are the best I've worked with. They not only deliver outstanding results, but the entire group has blended seamlessly with Utilities department personnel and have become one team in delivering our award- winning Advanced Meter project to our community. They truly are completely dedicated to our success.
- Steve Catanach (formerly)
City of Fort Collins
10 ,,
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DocuSign Envelope ID 646C9CC1-38C3-4CCD-9E8F-AEE28C20FF6B E SOURCE PROPOSAL TO CnY OF VA L L E J O F O R A M 1 C O N S U LT I N G S E R V I C E S Section 3: Scope of Work
E Source staff has been actively involved in preparing numerous AMI technology assessments, business cases, system acquisition and implementation plans and schedules for electric, gas, and water utilities of all sizes. The lessons learned through our involvement in many of the nation's largest AMI deployments, as well as hundreds of municipal utility projects, have been incorporated in our current thinking and our approach.

Task 1 - Procurement and Vendor Contract Negotiations (approved and currently underwayì Task 2 - Deployment Program Management - Planning and Proof of Concept E Source will provide implementation management oversight and subject matter expertise to support deployment of the Vallejo's AMI Project. The project will have three (3) primary phases: Program Planning, Proof of Concept (PC)C), and Full Deployment. Specific tasks and deliverables associated with the POC are outlined below while Full Deployment Phase activities are outlined in Task 6.

Task 2.1 - Program Planning, Kickoff, and Discovery
Prior to project kickoff, E Source will work with Vallejo and the selected vendor(s) to develop and execute the project charterthat will outline project governance and communicate the high-level project implementation approach and the responsibilities of all project participants.

E Source will work with Vallejo and the selected vendor(s) to develop a comprehensive Project Execution Plan (PEP).

The purpose of the PEP is to provide a set of guiding principles regarding philosophy, judgments, and actions to be taken over the course of the project. The PEP will outline the methods used for project controls related to quality control, risk/issue/change management, and project team communications. In conjunction with the development of the PEP, an integrated, milestone-driven Microsoft Project schedule will be developed to include work by all vendors forthe POC and Full Deployment phases. E Source will also work with Vallejo to develop the integrated cash flow projection over the expected life of the project.

E Source will facilitate an on-site kickoff meeting with all Vallejo stakeholders and vendor representatives to initiate the project and review the project scope, timeline, communications plan, and housekeeping items. E Source will coordinate with Vallejo and the vendor(s) to schedule the necessary vendor discovery workshop(s) during this planning phase that will inform business requirements and system configuration. To provide guidance and advise Vallejo staff, our SMEs will actively participate in these vendor-led requirements discovery workshops.

ASSUMPTIONS:
- Development of the integrated project schedule is dependent upon the receipt of each vendor project schedule.

DEL/VERABLES
- Project Charter (*.doc)
- Project Execution Plan (*.doc)
- Integrated Microsoft Project schedule (*.mpp)
- Project kick-off meeting
- SME participation at vendor requirements discovery workshop(s) - Project cash flow projections (*.xls)
- Microsoft SharePoint site setup
Task 2.2 - Proof of Concept Planning
The intent of the POC phase is to demonstrate full system functionality through a limited deployment. The POC will establish the necessary foundation and maximize the learning and training of the back-office processes that will benefit the utility in a large-scale roll-out. The POC itself is further divided into two phases - Alpha and Beta. 11 E
DocuSign Envelope ID 646C9CC1 -38C3-4CCD-9E8F-AEE28C20FFÔB

E SOURCE PROPOSALTOCTY OF VALLEJO FORAMI CONSUCEING SERVICES E Source will conduct a series of meetings with Vallejo staff and vendor(s) to define and document how the POC will be designed and deployed. The plan, which is a living document that will be updated and refined over the course of the POC, will includethe following at a minimum:
• Required materials
• Equipment acquisition
• Expected services including testing and training
• Detailed entrance/exit/ acceptance criteria for the Alpha and Beta phases of the POC DELIVERABLES.
- Proof of Concept Implementation Plan r .doc)
Task 2.3 - Support Alpha Proof of Concept Deployment
E Source will work with Vallejo's project team, the vendor(s), and the designated systems integratorto execute the POC Implementation Plan, provide overall project management oversight, and provide subject matter expertise. As is often the case during any large project, activities, tasks, and timing may shift from the original plan. E Source will work with the project team to capture changes and adjust the plan accordingly. Throughout the POC, E Source will involve SMEs as required to support the numerous activities to be undertaken during this phase.

Project management activities to support the POC phase will include:
• maintainingthe integrated project schedule
• working with all project participants to monitor progress and adjust the work plan as needed to stay on schedule I facilitating regular project progress and other meetings • creating project status reports as required with input from Vallejo I working with Vallejo to monitorthe scope of work of each vendor i identifying, reporting, and tracking open action items, project issues and risks, potential change orders, and project budget
The intent of the Alpha POC phase is to begin building the AMI telecommunications network; equip a select/limited number of meter types, sizes and configurations with the necessary communication devices in a controlled environment; validate meter configurations and read resolutions; configure and deploy all head end application software and installation interface application software; and start the development of all the identified interfaces.

Specific, final Alpha acceptance criteria will be developed with input from Vallejo and vendor(s). Activities are expected to include, but are not limited to:
þ Coordinate the network infrastructure site surveys and start rollout • Coordinate with Vallejo and the vendor(s) to identifythe Alpha POC environment (i.e., meter shop/test bench) • SME review ofallvendor business requirements and system configuration documentation • Coordinate the AMI and MDMS software installation and/or configurations • Coordinate the Installation Contractor interfaces before Beta Install rollout • Coordinate with Vallejo and vendor(s) to set up the secure communications with the respective data center(s) as applicable
• Coordinate the acquisition of Alpha phase equipment and materials DELIVERABLES:
- Microsoft SharePoint Site Administration
- Updated cash-flow projections
- Maintain integrated project schedule
- Maintain and update the Project Execution Plan
- Facilitate periodic project status meetings
- Periodic project status reports (*.doc)
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DocuSign Envelope ID 646C9CC1-38C3-4CCD-9E8F-AEE28C20FF6B E SOURCE PROPOSALTO CRY OF VALLE[O FOR AMI CONSUL-1-ING SERVICES Task 2.4 - Support Beta Proof of Concept Deployment
Upon the acceptance of the Alpha phase by Vallejo, the project will move into the Beta Phase. E Source will continue to provide the same services for project management activities to support this portion of the POC phase as outlined in Task 3.3 - Support Alpha Proof of Concept Deployment.

During the Beta phase, additional systems functionality is added and tested in manageable stages as more detailed, role-based training is provided to the user community. In parallel to development, testing, and training activities, Vallejo will be in the process of mapping the new business processes that will be adopted at the end of the Beta phase to support a seamless rollout during Full Deployment and beyond. Specific, final Beta acceptance criteria will be developed with input from Vallejo and vendor(s). Activities are expected to include, but are not limited to:
• Coordinate the establishment of the Beta POC meters and location • Coordinate the acquisition of equipment/ materials
• Coordinate the identification, design, development, testing, and deployment of each respective system integration
• Oversee and support the Beta meter/equipment deployment I Oversee data quality assurance and audit procedures and processes • Assist with Beta phase user acceptance testing, defect tracking, and troubleshooting * Assist with the development of the AMI billing cutover plan I Assist with the development of the Go-Live plan (moving from "test" to "production") DELIVERABLES:
- Microsoft SharePoint Site Administration
- Updated cash-flow projections
- Maintain integrated project schedule
- Maintain and update the Project Execution Plan
- Facilitate periodic project status meetings
- Periodic project status reports (*.doc)
Task 2.5 - Support System Training
Effective and timely training for Vallejo personnel is critical to success of the project. E Source will coordinate the timing and delivery of vendor training during both the Alpha and Beta phases in accordance with the overall project schedule and coordinate with Vallejo regardingthe availability, suitability, and readiness of a training environment and participants.

It is expected that testertraining will occur duringthe Alpha POC forthe core project team members that will serve as Alpha testers. At a minimum, this would include training for meter installation software/hardware, basic headend system navigation, and troubleshooting. More in-depth, role-based usertraining across all systems is expected to occur during the Beta POC. This will reinforce the team's knowledge and ownership of the newly deployed system and provide an opportunity to dive deeper into trainingtopics.

E Source will review each vendor's training plan submittal for completeness including course descriptions, course agenda, equipment/system requirements, participants, and proposed timing. E Source may recommend additional training and other forms of end user training to supplement vendortraining. E Source will work with each respective vendor and the Vallejo Project Managerto coordinate each training session and align the training plan with a proposed training schedule overthe course of each phase of the project.

ASSUMPTIONS:
- This task will be conducted in phases aligned with the integrated project schedule.

DELIVERABLES:
- Review/edit vendor training plan(s)
- Review/ edit training agenda(s)
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DocuSign Envelope ID: 646C9CC1-38C3-4CCD-988F-AEE28C20FF6B E SOURCE PROPOSALTOOYOF VALLE.10 FORAMICONSULTING SERVICES - E Source SMEs participation in vendor training activities Task 2.6 - Support System Testing
Critical to evaluating the success of the AMI POC and whether Vallejo objectives are met is the plan and methodology for testing the installed solution. At a high level, testing is expected to include:
• Vendor-led Functional Testing - Vendor-led software testing to ensure agreed upon configuration of system(s) is delivered and working to specification priorto the start of any Vallejo-led usertesting. • Alpha Phase Acceptance Testing - Vallejo-led interim phase testing to confirm register read accuracy, interval read accuracy, read resolution, meter configuration, alert functionality, AMI system two-way communications, and other acceptance criteria as outlined in the POC Implementation Plan. • Beta Phase User Acceptance Testing NAT) - Vallejo-led "real world" testing that validates that the delivered system can support daily business and user requirements. Full end-to-end testing will include systems functionality; automated systems integration/data transfer; parallel billing; new and redesigned business processes; and other acceptance criteria as outlined in the POC Implementation Plan.

E Source will review each vendor's test plan submittal for completeness and advise Vallejo on any proposed changes oradditions. Upon delivery of the final vendortest plans, E Source will develop a single integrated test plan that will outline at a minimum: roles and responsibilities, testing procedures, and entrance/acceptance criteria as defined in the POC Implementation Plan. E Source will also oversee and support testing efforts duringthe POC. Specifically, E Source will:
* Review and provide feedback on vendor and utility test cases for each phase to identify potential gaps, and supplement accordingly
I Review and suggest missing use case scenarios
$ Aggregate test cases provided by each vendor and Vallejo for each phase of the POC • Coordinate scheduling and execution of the testing by each vendor and Vallejo • Provide testing oversight and support of the test team • Establish an issue/defect tracking system, monitor defects/ problems reported by the test team, facilitate assignment of problems for resolution, and ensure retest by the test team ASSUMPTIONS:
- E Source will support Vallejo personnel during testing but will not conduct the actual testing. - E Source will not compose detailed test scripts but will support Vallejo in their efforts. - E Source staff can provide hands-on testing services if requested, for an additional fee.

DELIVERABLES
- Review/edit vendortest plan(s)
- Integrated Test Plan (*.doc)
- Issue/Defect tracking system (Microsoft SharePoint)
Task 2.7 - Support Systems Integration
E Source will coordinate and oversee the systems integration effort that will occur during the POC phase. The intent is to have the pre-identified systems interfaces designed, developed, tested, and automated prior to full deployment start. E Source will lead a kick-off integration workshop with Vallejo staff and the designated vendor(s) personnel to identify and confirm the security requirements and network architecture and systems-specific integration methodology and to begin the discussion on file layouts and interface requirements.

Following the kick-off, E Source will lead weekly technical review meetings with all designated personnel (both internal and external to Vallejo) to monitor progress and identify roadblocks to systems integration activities.

ASSUMPTIONS:
14 E
DocuSign Envelope ID 646C9CC1-38C3-4CCD-9E8F-AEE28C20FF6B

E SOURCE PROPOSALTO CITY OF VALLEJO FOR AMI CONSULTING SERVICES - Designated SMEs from Vallejo, each vendor, and any third -party integrator will participate in the workshop(s) and the weekly status meeting.

DELIVERABLES
- High-level systems integration diagram (*.vsd)
- Weekly meeting notes and integration activities tracker(s) (*.doc, Microsoft SharePoint) Task 3 - AMI Program Business Process Design
E Source will lead Vallejo through a series of workshops to baseline current state business processes impacted by core AMI functionality as well as by priority use cases that were identified in Task 1.4. After baseline processes are defined , we move into the design of future state processes that will support all desired end use cases. As part of the business process design effort , the E Source team will work to identify redundancies in business processes as well as uncover potential for streamlining processes. While some technology partners skim over specific recommendations , E Source draws from past technology deployments and industry best practices to guide Vallejo toward making sound decisions for how to redesign processes, policies, and procedures related to an AMI program .

Task 3.1 - Current State Business Process Definition
E Source begins with a workshop to gain understanding of how utility operations currently function. By defining and documenting current business processes, we gain a clear understanding of the operational and organizational characteristics of each business process. The team will work with Vallejo to document current state business processes as part of a cross-functional workshop, which includes a designated session for each business process.

Supporting materials and demonstration of systems may be incorporated into the workshop agenda (for example, a walk-through of billing exception reporting in the CIS, In addition to covering the step-by-step process itself, each session will also include ancillary discussions. These discussions include key performance indicators (KPIs); policies associated with the process that may be impacted by AMI ; daily system monitoring , and operational use of the various system reports that are used to support the process (manually or system-generated ); potential risks to the process in implementing AMI ; and potential opportunities for process improvement.

ASSUMPTIONS
- E Source has identified the following minimum core business processes that will comprise the current state workshops:

Billing & Read Validation; Customer Inquiry; Meter Exchange/ Retrofit; Move-In/ Move-Out; Non-Pay Disconnect/ Reconnect; and System Events and Alerts.
- Vallejo will identify pertinent team members that are most appropriate to participate in discussion of process change, along with other key personnel for participation in each workshop.

DELIVERABLES'
- PowerPoint slides incorporating all Vallejo notes, decisions, and open items from workshop (*.ppt) - Finalized current state process diagrams (*.vsd)
Task 3.2 - Future State #1 (Conceptual)
The Future State #1 workshop is the second of three (3) business process workshops that are planned forthe development of the final business processes. This review of each business process will focus on the development of the future state, building upon what was developed in current state, and utilizing the new business applications OVIDM system, AMI headend, and AMI meters, as applicable) and the interfaces that will be deployed (AMI/ MDM, MDM/CIS, etc.). The timing is appropriate to assist Vallejo in developing any new policies that will require review and approval.

This workshop is typically held during the Alpha phase, prior to vendor training and systems configuration to help prepare Vallejo to address open items and points of follow-up discussion with the vendors.

E 0
DocuSign Envelope ID: 646C9CC1-38C3-4CCD-9EBF-AEE28C20FFÔB E SOURCE PROPOSAL TO CITY OF VALLE.10 FOR AM I CONSULTING SERVICES In preparation forthe workshop, E Source will perform a thorough review of Vallejo Utility Service Regulations Cor other appropriate documentation) to determine which current policies may need to be updated/altered to better align with AMI technology . In addition , E Source will discuss new policies which Vallejo may need to create to successfully operate an AMI system, including opt -out , soft-off , and remote disconnect policies.

AssuMPTÌONS:
- The processes covered in Future State #1 will be the same processes that were covered in Current State, excepting relevant sub-processes which will occur in the future but cannot be performed due to technological limitations in the current state.

DEL/VERABLES
- PowerPoint process slides incorporating all Vallejo business process decisions and workshop updates (*.ppt) - Draft future state process diagrams (*.vsd)
- PowerPoint slides capturing notes from Policies discussion (*.ppt) Task 3.3 - Future State #2 (Final)
The Future State #2 workshop is the third of the three (3) business process workshops that are planned forthe finalization of the business process flow diagrams and training materials . This final workshop will focus on :
addressing open items from earlier workshops ; refining Vallejo decisions regarding new policies and procedures ; and incorporating any new information following vendor training and configuration of systems. This iteration serves to bring the process diagrams and supporting materials to a final state that can be utilized for future internal training activity . This workshop will include time for demonstration of active (test or production ) systems related to core business processes.

The Future State #2 workshop typically follows all Vallejotraining during POC in order to incorporate final design decisions into future state design.

ASSUMPTIONS'
- Future State #2 builds upon the processes covered in Future State #1, thus the same processes and workshop sessions will be covered in this task.

DELIVERABLES:
- PowerPoint process slides incorporating all Vallejo business process decisions and workshop updates (*.ppt) - Final future state process diagrams (*.vsd)
- PowerPoint slides capturing notes from Policies discussion (*.ppt) Task 3.4 - Business Process Audit
E Source will review and audit the core business processes with Vallejo to determine how well the processes are working in the live environment. The audit will identify what, if any, adjustments are needed and provide insight into individual users' performance. E Source will develop web forms to be used as test scripts to track each process audit.

These scripts are based on the final business process design documentation and will be used by E Source to follow along with each process step as they are performed by Vallejo staff in a one-on-one, coaching format.

E Source will present summary findings and (if relevant) updated final business process documentation based on findings from the audit.

DELIVERABLES.
- Raw audit results (*.xls or *.doc)
- Summary memorandum on key findings from audit (*.doc) - Updates to future state process diagrams (*.vsd)
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DocuSign Envelope ID: 646C9CC1-38C3-4CCD-9EBF-AEE28C20FF66 E SOURCE PROPOSAL TO CffY OF VALLEJO FOR AM I CONSUL-TING SERVICES Task 4 - Awareness and Education Campaign
Task 4.1 - Awareness and Education Campaign Design
E Source will develop an awareness and education campaign (AEC)/communications campaign that is in lockstep with the AMI POC schedule. The program will enhance internal project communications for all utility departments and will foster proactive communications with utility customers and other external stakeholders . E Source will schedule a discovery with Vallejo to address the following:
• Outline goals, objectives , and strategy of the AEC program • Support the development of the overall project branding efforts • Identify topics that will be covered in the AEC and the communication channels that will be leveraged for both internal and external customers
• Establish the means to measure the success of the program • Finalize (baseline) the AEC Project Plan that will serve as the guideline forthe project deliverables o The AEC Project Plan will be updated periodically to reflect changes to the campaign and the AMI POC schedule

ASSUMPTIONS
- The discovery is conducted on-site over a two-day period, but it can be hosted via webinar.

DELIVERABLES:
- AEC Strategy (*.doc)
- AEC Project Plan (*.mpp)
Task 4.2 - Organizational Awareness
As part of the discovery sessions, E Source will work with Vallejo to identify the key topics that will drive the content of the utility organizational awareness campaign. Topics may include:
4 AMI project benefits and information sharing
Þ Transitional change effecting the organization
• Theft detection and enforcement policies
• Green initiative concepts developed with AMI
4 Areas of concern, including radio frequency (RF), privacy, cybersecurity, etc.

E Source will work with Vallejo to develop the content appropriate for internal staffthat will be published at various stages of the project. The content may be published via an e-mail newsletter, printed flyers, or other formats as deemed appropriate by the utility. E Source will also support Vallejo in its effort to present this information to staff and field questions accordingly, for example during informational "tailgate" and town hall meetings.

ASSUMPTIONS:
- E Source will assist in the development of internal content. - Vallejo will employ a graphic designer to assist with visual layouts and design. - The printing, shipment, and dissemination of materials will be handled by Vallejo. - Task support will begin following conclusion of campaign design and spanthrough the POC phase.

DELIVERABLES
- Content to be used for internal communications
Task 4.3 - Customer Communicaüons
E Source will work with Vallejo to develop the content for a variety of customer-facing materials. Customer outreach and education pieces are expected to include:

E 0
DocuS gn Envelope ID' 646C9CC1-38C3-4CCD-9EBF-AEE28C20FF68 E SOURCE PROPOSAL TO CHY OF VALLEJO FOR AMI CONSUL-rING SERVICES • Door hangers
• Status letters
• Press releases
• Brochures
• Webpages
E Source will advise Vallejo on the timing of releasingthe information pieces to the customer base. Many of these materials will be distributed in parallel with other information pieces.

ASSUMPTIONS.
- E Source will assist in the development of content.
- The list of customer education and outreach materials above can be modified based on the outcome of the discovery sessions if the approximate level of effort is commensurate and the changes are agreed upon by Vallejo and E Source. - Vallejo will employ a graphic designerto assist with visual layouts and design. - The printing, shipment, and dissemination of materials will be handled by Vallejo. - Task support will begin following conclusion of campaign design and span through the first three (3) months of Full Deployment.

DELIVERABLES:
- Content to be used for external customer communications Task 5 - Full Deployment Oversight and Quality Assurance Upon Vallejo acceptance of the POC and approval to proceed with Full Deployment, E Source will provide structured project management to ensure that all project tasks during the full deployment phase are executed in a timely, organized fashion. Given E Source's field deployment experience, we will provide the Vallejo with well-considered advice and recommendations on how to address potential issues or roadblocks during this phase.

Task 5.1 - Field Deployment Plan
To ensure a successful deployment, it is necessary to detail and document the numerous aspects of exchanging and/or retrofitting a utility's entire meter population. E Source will conduct a series of discovery workshops with the designated Vallejo and installation vendorstaff to developthe Field Deployment Plan. At a minimum, this plan will detail:

I Inventory management, warehouse logistics, and transfer of ownership • Meter exchange and/or retrofit processes and procedures • Deployment schedule and installer targets
• Customer communications
• Field issue reporting and resolution
• Management of Return to Utility meters (RTUs)
• Field installation quality assurance and audit
I Data quality assurance and audit
This planning exercise will need to occurduringthe Beta phase of the project in orderto prepare all parties prior to the ramp-up of installation vendorstaff and operations forthe full deployment.

ASSUMPTIONS:
- E Source will work with Vallejo and vendor(s) to develop the Field Deployment Plan prior to the start of full deployment.
- Field deployment planning will encompass water meter installations/retrofits and contractor processes. - This deliverable is part of the Beta POC sign-off.
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DocuSign Envelope ID 646C9CC1-38C3-4CCD-9EBF-AEE28C20FF68

E SOURCE PROPOSAL TO CITY OF VALLEJO FOR AMI CONSULTING SERVICES

DELIVERABLES
- Field Deployment Plan (*.doc)
Task 5.2 - Full Deployment Oversight and Quality Assurance E Source will work with the Vallejo and the installation contractor to develop the strategy and processes to monitor for tight control to ensure a smooth transition to billing with AMI data. We will oversee the selected installation contractor and represent Vallejo interests accordingly . Specific project management , logistics, training , troubleshooting, and quality assurance tasks to be performed by E Source duringthe full deployment phase include:
• Inspect field installations for quality assurance (QA) • Observe and provide feedback on installertraining
• Monitor installation contractor production goals versus actual • Lead weekly production status meetings
• Perform communications and reporting
ASSUMPTIONS:
- Vallejo will designate appropriate field staffto assist and advise on issues discovered in the field by E Source field quality assurance staff.
- E Source will work with the Vallejo PM to develop an agreed-upon field audit percentage volume. - E Source structured the fee for this task as time and materials (T&M) with a not-to-exceed budget assuming support for the first 12 months of full deployment

DELIVERABLES'
- Periodic Project Status Reports (*.docx)
- Weekly Field Installation Quality Assurance Status Reports (*.xlsx) 19 E
DocuSign Envelope ID 646C9CC1-38C3-4CCD-9E8F-AEE28C20FF6B

E SOURCE PROPOSALTO GYOF VALLEJO FOR AMI CONSULTING SERVICES Section 4: Project Organization Chart
Our proposed E Source resource organization chart is provided in Figure 4.

VALLEJO v :IjV
Executive Sponsor
1 -
Consulting Director Project Manager
Procurement SME Water Operations SME
Systems Integration /
Testing SME Public Awareness SME Business Process SME
Figure 4. Project Organization
, 20
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DocuSign Envelope ID: 646C9CC1-38C3-4CCD-9E8F-AEE28C20FF6B E SOURCE PROPOSAL TO CrrY OF VALLEJO FOR AMI CONSULTING SERVICES Section 5: References
Buena Park, California , 20,000 water meters
Name of Business Street Address City & State Contract Dates City of Buena Park 6550 Beach Blvd Buena Park, CA June 2014 - October 90621 2018
Contact Title Telephone Email Address
Mike McGee Water (714) 562-3701 [email protected]
Superintendent
Description of Work Performed: E Source's UtiliWorks was contracted to provide consulting services in the evaluation and application study of the current smart metering technologies and present an AMI/AMR business case to the City of Buena Park. UtiliWorks further assisted with and AMI/ MDM procurement , including a CIS readiness assessment. We led development of the City's DOI WaterSMART grant application for FY2017 and was engaged as Program Manager for the AMI deployment for approximately 20,000 water meters.

Project Manager: Bret Vonder Reith, Kara Truschel
Key Lead Technical Roles: Kody Salem, Joe Kelly, Dylan Kelly, Nicole Naassan Long Beach, California, 100,000 water meters
Name of Business Street Address City & State Contract Dates Long Beach Water 1800 E. Wardlow Long Beach, CA Nov 2015 - Present Department Road 90807
Contact Title Telephone Email Address
Chris Garner General Manager (562) 570-2001 chris .gal Iici a- longbeach .goj Description of Work Performed : E Source's UtiliWorks was engaged by the Long Beach Water Department (LBWD) to provide professional services to deliver an AMI/MDMS Assessment and Strategic Roadmap. Activities included: update to the AMI/MDMS business case; develop related as-is current state operations, communications infrastructure , and IT systems; review, analyze and provide recommendations related to LBWD's water conservation programs; and develop desired data analytics by each utility department. We were awarded the contract to provide AMI/ MDMS procurement services and overall Program Management services starting in August 2017. This includes development and implementation of an Awareness and Education Campaign, Business Process Re-Engineering, and oversight of systems integration and testing. The project is expected to conclude in 2021.

Project Manager : Nicole Naassan
Key Lead Technical Roles: Chrystal Bennett, Dylan Kelly, Don Rankin, Jon Mitchell, Dale Pennington, Kara Truschel, Kierra Thomas
21 E
DocuSign Envelope ID 646C9CC1-38C3-4CCD-9E8F-AEE28C20FF6B E SOURCE PROPOSAL TO CrTY OF VALLE.10 FOR AMI CONSULTING SERVICES Roseville, California , 67,000 electric / 45,000
water meters
aCITYOF - Vit -

ROSEYILLE

CALIFORNIA
Name of Business Street Address City & State Contract Dates City of Roseville 2090 Hilltop Circle Roseville , CA 95747 November 2015 - Present Contact Title Telephone Email Address
Todd White Assistant Electric (916) 746-1668 1 Whitercldoseville.ca.us Utility Director
Description of Work Performed: E Source's UtiliWorks was selected to provide consulting services in the evaluation of current smart metering technologies and develop an AMI business case. The assessment outlined technologies suited for Roseville's unique environment and identified the associated business process and operational changes that must occur in order to be successful with moving to AMI. Following the assessment, we assisted Roseville in analyzing and evaluating responses to the AMI RFP, supporting vendor evaluation, and assisting with vendor contract/scope of work negotiations.

We were then awarded the next phase of the project to provide overall Program Management support throughout the deployment of the AMI system/ software, meters and communications infrastructure including business process re-engineering, communications campaign strategy, integration support services, business intelligence and reporting, and full deployment QA/ QC.

Project Manager: Tara Turch
Key Lead Technical Roles: Tom Grim, Parvathi Murali, Bob Russ, Nicole Naassan, Chase Berenson, Kierra Thomas, Chrystal Bennett
ke
Santa Rosa, California, 53,000 water meters 1<SantapE,Rosa' Name of Business Street Address City & State Contract Dates City of Santa Rosa 69 Stony Circle Santa Rosa, CA 95401 May 2014 - March 2019
Contact Title Telephone Email Address
Kimberly Zunino Santa Rosa Water (707) 543-3960 [email protected] Deputy Director
Description of Work Performed: E Source's UtiliWorks supported Santa Rosa Water through its efforts to deploy AMI technology, including oversight of the City's AMI project as the lead Program Manager. We assisted the City with the procurement process by defining the technical and business requirements and providing oversight on the development of the RFP. We also provided contract support services and assisted the city in negotiations with the selected vendors; and were subsequently engaged to oversee proof of concept development and full system deployment. In the Program Manager role, we oversaw the full system deployment and managed interactions between and among the city and multiple vendors, including the AMI vendor, MDMS vendor, and the installation contractor .

Project Manager: Nicole Naassan / Bret Vonder Reith
Key Lead Technical Roles: Kody Salem, Joe Kelly, Dylan Kelly, Nicole Pennington E 0
DocuSign Envelope ID 646C9CC1 -38C3-4CCD-9EBF-AEE28C20FF68

E SOURCE PROPOSAL TO CITY OF VALLEJO FOR AMI CONSULTING SERVICES Pricing
Our not-to-exceed fee to provide the services proposed herein is included in Table 2 below. We have right-sized our pricing to reflect the level of effort needed to help the City of Vallejo successfully acquire and implement the right AMI system.

Table 2. E Source Not-to-Exceed Fee
( 28 (Min
Task 2 - Deployment Project Management - 1,736 $363,680 $39,000 $402,680Planning & Proof of Concept Task 3 - AMI Business Process Design 640 $112,000 $12,000 $124,000 Task 4 - Awareness and Education Campaign 276 $49,920 $6,000 $55,920 Task 5 - Full Deployment Oversight and Quality 696 $120,240 $21,000 $141,240Assurance Total $645,840 $78,000 $723,840
Expenses
Per COVID-19 guidelines and if travel is required, travel expenses will be submitted for reimbursement on an actual and reasonable basis (at cost). E Source will seek to minimize expenses through the use of government contractor rates, if available, and teleconferences whenever possible.

Assumptions
• Vallejo will complete data requests and provide supporting background information for AMI Project/Initiative, if needed
• Vallejo personnel will review and approve E Source deliverables in a timely manner; all deliverables will be in Microsoft and PDF formats .
• Vallejo's Project Manager will coordinate and consolidate all City comments on draft document deliverables to provide a single redline for E Source to make updates to the final document deliverables . • Vallejo personnel will support workshops and meetings as needed. • The Vallejo PM will assist E Source with scheduling City of Vallejo team members forthe interviews and workshops . E Source will provide an agenda for each session.

Taxes
The rates and estimates provided are exclusive of taxes. The taxes relating to applicable services are the sole responsibility of the City of Vallejo .

Payment Terms
Payment terms are net thirty (30) days. E Source reserves the right to charge one and one-half (1.5%) percent per month, or the maximum rate permitted by law, whichever is greater, on any balance remaining unpaid after thirty (30) days.

Contract Terms and Conditions
Terms of this proposal remain valid for 90 days from the time of submittal . E Source Corporation reserves the right to negotiate any terms and conditions of the written agreement relating to this SOW forthe City of Vallejo .

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DocuSign Envelope ID: 646C9CC1-38¢3-4CCD-BEBF-AEE28C20FF68

EXHIBIT B

COMPENSATION

1. Consultant's Compensation.

A. Services: City agrees to pay Consultant, at the rate(s) specified below, for those services set forth in Exhibit A of this Agreement and for all authorized reimbursable expenses, for a total not to exceed nine hundred and thirty-eight thousand, four hundred dollars ($938,400).

Consultant shall notify City in writing no later than thirty GO) days prior to the estimated date when Consultant will have billed City the maximum payment amount permitted under this Agreement, and Consultant shall provide City with an estimate of the additional compensation required to complete the project.

City agrees to pay Consultant for those services set forth in Exhibit A of this Agreement and for all authorized reimbursable expenses, in a lump sum upon satisfactory completion of the services and delivery of the work product.

B. Additional Services:

1. Additional Services are those services related to the scope of Services of Consultant as set forth in Exhibit A but not anticipated at the time of execution of this Agreement. Additional Services shall be provided only when a Supplemental Agreement authorizing such Additional Services is approved by the City Manager, or his or her designee. City reserves the right to perform any Additional Services with its own staff or to retain other Consultants to perform said Additional Services.

2. Consultant's compensation for Additional Services shall be based on the total number of hours spenton Additional Services multiplied by the employees' appropriate billable hourly rate as established below. City, at its option, may negotiate a fixed fee for some or all Additional Services as the need arises. Where a fixed fee for Additional Services is established by mutual Agreement between City and Consultant, compensation to Consultant shall not exceed the fixed fee amount.

2. Appropriate Billable Hourly Rates for Services and Additional Services. Consultanfs billable hourly rates shall be:

Consultant and Professional Services Agreement (Revised 01.2019) Exhibit B - Compensation