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HomeMy WebLinkAboutContract 53986 CSC No.53986 G\,�pS����ZA�I ASSIGN.NZEIT AGREEMENT This Assignment Agreement(this"Assignment'') is entered into as of the date set forth below between Thirkettle Corporation d/b/a Aqua Metric Sales Company, a California corporation ("Assignor") the City of Fort Worth ("Assignee") and Smart Energy Systems, Inc. d/b/a Smart Energy Water ("Software Vendor'). Collectively, Assignor, Assignee and Software Vendor are sometimes referred to herein individually as a "Party" and collectively as the"Parties". RECITALS: A. Assignor, as "Consultant-' or "Contractor'', and Assignee, as "City" or "Client," entered into that certain Professional Services Agreement(the"PSA")on or about October 14,2016. B. Assignor has entered into a Software as Service Agreement and a Statement of Work with Software Vendor(collectively, the "SOW"),each attached hereto as Exhibit A in connection with its performance of the services set forth in the PSA. C. Concurrently with the execution of this Assignment,Assignorhas conveyed the SOW to Assignee, and in connection with such conveyance, Software Vendor has agreed to the assignment of the SOW to Assignee. NOW, THEREFORE, in consideration of the premises and other good and valuable consideration in hand paid by Assignee to Assignor, the receipt and sufficiency of which are hereby acknowledged and confessed by Assignor, the Parties hereby agree as follows: I. Assignor's Assignment_ Assignor does hereby ASSIG ,TRANSFER,SET OVER and DELIVER the SOW to Assignee, its successors and assigns; TO HAVE AND TO HOLD the SOW,together with all and singular the rights and appurtenances thereto in anywise belonging,unto Assignee,its successors and assigns forever;and Assignor does hereby bind itself,its successors and assigns forever, so that neither Assignor, nor Assignor's successors or assigns, shall at any time hereafter have, claim or demand any right or title to the SOW, or any part thereof. 2. FurthrxAssn anm. Assignor hereby agrees to perform, execute and/or deliver or cause to be performed, executed and/or delivered any and all such further acts and assurances as Assignee may reasonably require to perfect Assignee's interest in the SOW. 3. Assignor's 1ndemn*jy_ It is further agreed that Assignee shall not be responsible for the discharge and performance of any duties or obligations required to be performed and/or discharged in connection with the SOW prior to the effective date hereof. In such regard Assignor agrees to indemnify and hold harmless Assignee, inclusive of attorneys' fees and court costs, from and against losses incurred by Assignee as a result of claims brought against Assignee,as Assignor's successor in interest to the SOW,relating to causes of action arising from any failure by Assignor to perform or discharge the obligations under the SOW prior to the effective date hereof. 4. Assignee's Ohligations It is specifically agreed that Assignor shall not be responsible for the discharge and performance of any duties or obligations to be performed and/or Assignment Agreement Pagel of 4 ...—.—._ discharged in connection with the SOW after the effective date hereof. By acceptance of this Assignment and by execution hereof, Assignee accepts and agrees to perform all of the terms, covenants and conditions in connection with the SOW required to be performed thereunder, from and after the effective date hereof,but not prior thereto. 5. B.inding Agreement. This Assignment is binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns. /Signature pages to follow/ Assignment Agreement Page 2 of 4 Executed effective as of the date signed by the Assistant City Manager below. FORT WORTH: City of Fort Worth Contract Compliance Manager: By signing I acknowledge that I am the person responsible for the monitoring and administration �^, ^� of this contract, including ensuring all performance By: ��/u^U�'-- and reporting requirements, Dana aurghdoff(Ju 5,2020 454 CDT) Name: Title: Assistant City Manager Jun 5,2020 M ✓n/ Dire,//T Date: By: Madelene Raf U(May 28,202011:19 CDT) Name: Madelene Rafalko Approval Recommended: Title: Approved as to Form and Legality: ChnsToy-her rear- r, Christopher Harder(Jun 3,2020 11:14 CDT) By: Nampr)s op er Harder TitleWater Director BY: ftrong(Jun5,202010:5 T) Name: John B. Strong Attest: Title: Assistant City Attorney Contract Authorization: z � B Name: Mary Kayser , t Title: City Secretary VENDOR: SOFTWARE VENDOR: Thirkettle Corporation d/b/a Aqua Metric Smart Energy Systems, Inc. d/b/a Smart Sales Company Energy Water 1 By A�'- By: riLL—� Name: Mike Cartwright Name: Yashwanatli PrakZ Title: operations Title: VP Operations Date: 12/17/19 Date: December 17, 2019 OFFICIAL Rfit''4:r+ is CITY SECRE°XT, � �', Assignment Agreement FT. WOR f EXHIBIT "A" Assignment Agreement Page 4 of 4 ADDENDUM TO SOFTWARE AS SERVICE TERMS AND CONDITIONS BETWEEN THE CITY OF FORT WORTH AND SMART ENERGY SYSTEMS,DB/A SMART ENERGY WATER This Addendum to Software as a Service Terms and Conditions ("Addendum") is entered into by and between Smart Energy Systems, d/b/a Smart Energy Water ("Vendor") and the City of Fort Worth ("City"), collectively the "parties", for a purchase of licenses. The Contract documents shall include the following: 1. The Software as a Service Terms and Conditions; and 2. This Addendum. Notwithstanding any language to the contrary in the attached Software as a Service Terms and Conditions (the "Agreement"), the Parties hereby stipulate by evidence of execution of this Addendum below by a representative of each party duly authorized to bind the parties hereto, that the parties hereby agree that the provisions in this Addendum below shall be applicable to the Agreement as follows: 1. Term. The Agreement shall become effective as to the City upon assignment of the Agreement to the City (the "Effective Date") and shall expire in accordance with the term in the Agreement (the Expiration Date"), unless terminated earlier in accordance with the provisions of the Agreement or otherwise extended by the parties. The Agreement shall renew annually at City's option, each year a "Renewal Term." City shall provide Vendor with written notice of its intent to renew at least sixty(60) days prior to the end of each term. 2. Termination. a. Breach. If either party commits a material breach of the Agreement, the non-breaching Party must give written notice to the breaching party that describes the breach in reasonable detail. The breaching party must cure the breach within thirty (30) calendar days after receipt of notice from the non-breaching party, or other time frame as agreed to by the parties. If the breaching party fails to cure the breach within the stated period of time, the non-breaching party may, in its sole discretion, and without prejudice to any other right under the Agreement, law, or equity, immediately terminate this Agreement by giving written notice to the breaching party. b. Fiscal Funding Out. In the event no funds or insufficient funds are appropriated by City in any fiscal period for any payments due hereunder, City will notify Vendor of such occurrence and the Agreement shall terminate on the last day of the fiscal period for which appropriations were received without penalty or expense to the City of any kind whatsoever, except as to the portions of the payments herein agreed upon for which funds have been appropriated. Addendum Page 1 of 11 C. Duties and Obligations of the Parties. In the event that the Agreement is terminated prior to the Expiration Date, City shall pay Vendor for services actually rendered up to the effective date of termination and Vendor shall continue to provide City with services requested by City and in accordance with the Agreement up to the effective date of termination. Upon termination of the Agreement for any reason, Vendor shall provide City with copies of all completed or partially completed documents prepared under the Agreement. In the event Vendor has received access to City information or data as a requirement to perform services hereunder, Vendor shall return all City provided data to City in a machine readable format or other format deemed acceptable to City. 3. Taxes. City is a tax exempt organization. City shall not be responsible for any taxes, unless required by law. 4. Attorneys' Fees and Liquidated Damages. To the extent the attached Agreement requires City to pay attorneys' fees for any action contemplated or taken, or liquidated damages in any amount, City objects to these terms and any such terms are hereby deleted from the Agreement and shall have no force or effect. 5. Linked Terms and Conditions. If the Agreement contains a website link to terms and conditions, the linked terms and conditions located at that website link as of the effective date of the Agreement shall be the linked terms and conditions referred to in the Agreement. To the extent that the linked terms and conditions conflict with any provision of either this Addendum or the Agreement, the provisions contained within this Addendum and the Agreement shall control. If any changes are made to the linked terms and conditions after the date of the Agreement, such changes are hereby deleted and void, provided however, changes related to state or federal regulations shall be allowed provided City is provided notice of such changes by Vendor. Further, if Vendor cannot clearly and sufficiently demonstrate the exact terms and conditions as of the effective date of the Agreement, all of the linked terms and conditions are hereby deleted and void. 6. Insurance by City. The City is a governmental entity under the laws of the state of Texas and pursuant to Chapter 2259 of the Texas Government Code, entitled "Self-Insurance by Governmental Units," is self-insured and therefore is not required to purchase insurance. To the extent the Agreement requires City to purchase insurance, City objects to any such provision, the parties agree that any such requirement shall be null and void and is hereby deleted from the Agreement and shall have no force or effect. City will provide a letter of self-insured status as requested by Vendor. 7. Insurance by Vendor. Vendor shall carry the following insurance coverage with a company that is licensed to do business in Texas or otherwise approved by the City: a. Commercial General Liability i. Combined limit of not less than $2,000,000 per occurrence; $4,000,000 aggregate or ii. Combined limit of not less than $1,000,000 per occurrence; $2,000,000 aggregate and Umbrella Coverage in the amount of Addendum Page 2 of 11 $4,000,000. Umbrella policy shall contain a follow-form provision and shall include coverage for personal and advertising injury. b. Automobile Liability Insurance covering any vehicle used in providing services under these Agreements, including owned, non-owned, or hired vehicles, with a combined limit of not less than $1,000,000 per occurrence. C. Professional Liability (Errors & Omissions) in the amount of$1,000,000 per claim and$1,000,000 aggregate limit. d. Statutory Workers' Compensation and Employers' Liability Insurance requirements per the amount required by statute. e. Technology Liability (Errors &Omissions) i. Combined limit of not less than $5,000,000 per claim and $5,000,000 aggregate or ii. Coverage shall include, but not be limited to, the following: 1. Failure to prevent unauthorized access 2. Unauthorized disclosure of information 3. Implantation of malicious code or computer virus 4. Intellectual Property Infringement coverage, specifically including coverage for intellectual property infringement claims and for indemnification and legal defense of any claims of intellectual property infringement, including infringement of copyright, or trade mark, brought against the City for use of Deliverables, Software or Services provided by Vendor under these Agreements. iii. Technology coverage may be provided through an endorsement to the Commercial General Liability (CGL) policy, a separate policy specific to Technology E&O, or an umbrella policy that picks up coverage after primary coverage is exhausted. Either is acceptable if coverage meets all other requirements. Any deductible will be the sole responsibility of the Vendor Coverage shall be claims-made, with a retroactive or prior acts date that is on or before the effective date of these Agreements. Coverage shall be maintained for the duration of the contractual agreement and for two (2) years following completion of services provided. An annual certificate of insurance shall be submitted to the City to evidence coverage. f. Any other insurance as reasonably requested by City. General Insurance Requirements: a. All applicable policies shall name the City as an additional insured thereon, as its interests may appear. The term City shall include its employees, officers, officials, agents, and volunteers in respect to the contracted services. b. The workers' compensation policy shall include a Waiver of Subrogation (Right of Recovery) in favor of the City of Fort Worth. C. Insurers will endeavor to provide Thirty (30) days' notice of cancellation Addendum Page 3 of 11 of coverage to the City. Ten (10) days' notice shall be acceptable in the event of non- payment of premium. Notice shall be sent to the Risk Manager, City of Fort Worth, 200 Texas Street, Fort Worth, Texas 76102, with copies to the City Attorney at the same address. d. The insurers for all policies must be licensed and/or approved to do business in the State of Texas. All insurers must have a minimum rating of A- VII in the current A.M. Best Key Rating Guide, or have reasonably equivalent financial strength and solvency to the satisfaction of Risk Management. If the rating is below that required, written approval of Risk Management is required. e. Any failure on the part of the City to request required insurance documentation shall not constitute a waiver of the insurance requirement. f. Certificates of Insurance evidencing that the Vendor has obtained all required insurance shall be delivered to and approved by the City's Risk Management Division prior to execution of this Addendum. 8. Sow Imp. Nothing herein constitutes a waiver of City's sovereign immunity. To the extent the Agreement requires City to waive its rights or immunities as a government entity; such provisions are hereby deleted and shall have no force or effect. 9. Indemnity. To the extent the Agreement, in any way, requires City to indemnify or hold Vendor or any third party harmless from damages of any kind or character, City objects to these terms and any such terms are hereby deleted from the Agreement and shall have no force or effect. Vendor's obligations set forth in this Section 9 do not apply to the extent that an Indemnified Claim arises out of: (a) City's breach of this Agreement; (b) revisions to the Software made without Vendor's written consent; (c) City's failure to incorporate Upgrades that would have avoided the alleged infringement, provided Vendor offered such Upgrades without charges not otherwise required pursuant to this Agreement; (d) Vendor's modification of Software in compliance with Customer's specifications; or (e) unauthorized use of the software by third parties. 10. IP Indemnification. Vendor agrees to indemnify, defend, settle, or pay, at its own cost and expense, including the payment of attorney's fees, any claim or action against the City for infringement of any patent, copyright, trade mark, service mark, trade secret, or other intellectual property right arising from City's use of the Deliverable(s), or any part thereof, in accordance with this Agreement, it being understood that this agreement to indemnify, defend, settle or pay shall not apply if City modifies or misuses the Deliverable(s). So long as Vendor bears the cost and expense of payment for claims or actions against the City pursuant to this section Vendor shall have the right to conduct the defense of any such claim or action and all negotiations for its settlement or compromise and to settle or compromise any such claim; however, City shall have the right to fully participate in any and all such settlement, negotiations, or lawsuit as necessary to protect the City's interest, and City agrees to cooperate with Vendor in doing so. In the event City, for whatever reason, assumes the responsibility for payment of costs and expenses for any claim or action brought against the City for infringement arising under this Addendum Page 4 of 11 Agreement, the City shall have the sole right to conduct the defense of any such claim or action and all negotiations for its settlement or compromise and to settle or compromise any such claim; however, Vendor shall fully participate and cooperate with the City in defense of such claim or action. City agrees to give Vendor timely written notice of any such claim or action, with copies of all papers City may receive relating thereto. Notwithstanding the foregoing, the City's assumption of payment of costs or expenses shall not eliminate Vendor's duty to indemnify the City under this Agreement. If the Deliverable(s), or any part thereof, is held to infringe and the use thereof is enjoined or restrained or, if as a result of a settlement or compromise, such use is materially adversely restricted, Vendor shall, at its own expense and as City's sole remedy, either: (a) procure for City the right to continue to use the Deliverable(s); or (b) modify the Deliverable(s) to make them/it non-infringing, provided that such modification does not materially adversely affect City's authorized use of the Deliverable(s); or (c) replace the Deliverable(s) with equally suitable, compatible, and functionally equivalent non-infringing Deliverable(s) at no additional charge to City; or (d) if none of the foregoing alternatives is reasonably available to Vendor, terminate this Agreement, and refund all amounts paid to Vendor by the City, subsequent to which termination City may seek any and all remedies available to City under law. VENDOR'S OBLIGATIONS HEREUNDER SHALL BE SECURED BY THE REQUISITE INSURANCE COVERAGE REQUIRED BY CITY. 11. No Debt. In compliance with Article 11 § 5 of the Texas Constitution, it is understood and agreed that all obligations of City hereunder are subject to the availability of funds. If such funds are not appropriated or become unavailable, City shall have the right to terminate the Agreement except for those portions of funds which have been appropriated prior to termination. 12. Public Information. City is a government entity under the laws of the State of Texas and all documents held or maintained by City are subject to disclosure under the Texas Public Information Act. To the extent the Agreement requires that City maintain records in violation of the Act, City hereby objects to such provisions and such provisions are hereby deleted from the Agreement and shall have no force or effect. In the event there is a request for information marked Confidential or Proprietary, City shall promptly notify Vendor. It will be the responsibility of Vendor to submit reasons objecting to disclosure. A determination on whether such reasons are sufficient will not be decided by City, but by the Office of the Attorney General of the State of Texas or by a court of competent jurisdiction. 13. Addendum Controlling. If any provisions of the attached Agreement, conflict with the terms herein, conflict with any applicable rule, regulation or ordinance of City, the terms in this Addendum shall control. 14. Network Access. a. City Network Access. If Vendor, and/or any of its employees, officers, agents, servants or subcontractors (for purposes of this section "Vendor Personnel"), requires access to the City's computer network in order to provide the services herein, Vendor shall execute and comply with the Network Access Agreement which is attached hereto as Exhibit"A"and incorporated herein for all purposes. Addendum Page 5 of 11 b. Federal Law Enforcement Database Access. If Vendor, or any Vendor Personnel, requires access to any federal law enforcement database or any federal criminal history record information system, including but not limited to Fingerprint Identification Records System ("FIRS"), Interstate Identification Index System ("III System"), National Crime Information Center ("NCIC") or National Fingerprint File ("NFF"), or Texas Law Enforcement Telecommunications Systems ("TLETS"), that is governed by and/or defined in Title 28, Code of Federal Regulations Part 20 ("CFR Part 20"), for the purpose of providing services for the administration of criminal justice as defined therein on behalf of the City or the Fort Worth Police Department, under the Agreement, Vendor shall comply with the Criminal Justice Information Services Security Policy and CFR Part 20, as amended, and shall separately execute the Federal Bureau of Investigation Criminal Justice Information Services Security Addendum. No changes, modifications, alterations, or amendments shall be made to the Security Addendum. The document must be executed as is, and as approved by the Texas Department of Public Safety and the United States Attorney General. 15. Immigration Nationality Act. Vendor shall verify the identity and employment eligibility of its employees who perform work under this Agreement, including completing the Employment Eligibility Verification Form (I-9). Upon request by City, Vendor shall provide City with copies of all I-9 forms and supporting eligibility documentation for each employee who performs work under this Agreement. Vendor shall adhere to all Federal and State laws as well as establish appropriate procedures and controls so that no services will be performed by any Vendor employee who is not legally eligible to perform such services. VENDOR SHALL INDEMNIFY CITY AND HOLD CITY HARMLESS FROM ANY PENALTIES, LIABILITIES, OR LOSSES DUE TO VIOLATIONS OF THIS PARAGRAPH BY VENDOR, VENDOR'S EMPLOYEES, SUBCONTRACTORS, AGENTS, OR LICENSEES. City, upon written notice to Vendor, shall have the right to immediately terminate this Agreement for violations of this provision by Vendor. 16. Notices. Notices required pursuant to the provisions of this Agreement shall be conclusively determined to have been delivered when (1) hand-delivered to the other party, its agents, employees, servants or representatives, (2) delivered by electronic mail with confirmation of the transmission, or (3) received by the other party by United States Mail, registered, return receipt requested, addressed as follows: TO THE CITY: TO VENDOR: City of Fort Worth Smart Energy Water Attn: Assistant City Manager Attn: Yashwanath Prakash Address 1900 MacArthur Blvd Suite 370 200 Texas Street Irvine, CA 92612 Fort Worth TX 76102 Email yash.prakash@smartenergywater.com With Copy to the City Attorney Addendum Page 6 of 11 at same address 17. No Boycott of Israel. If Vendor has fewer than 10 employees or the Agreement is for less than $100,000, this section does not apply. Vendor acknowledges that in accordance with Chapter 2270 of the Texas Government Code, City is prohibited from entering into a contract with a company for goods or services unless the contract contains a written verification from the company that it: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the contract. The terms "boycott Israel" and "company" shall have the meanings ascribed to those terms in Section 808.001 of the Texas Government Code. By signing this Addendum, Vendor certifies that Vendor's signature provides written verification to City that Vendor: (1) does not boycott Israel; and(2) will not boycott Israel during the term of the Agreement. 18. Right to Audit. Vendor agrees that City shall, until the expiration of three (3) years after final payment under the Agreement, have access to and the right to examine any directly pertinent books, documents, papers and records of Vendor involving transactions relating to the Agreement. Vendor agrees that City shall have access during normal working hours to all necessary Vendor facilities and shall be provided adequate and appropriate workspace in order to conduct audits in compliance with the provisions of this section. City shall give Vendor reasonable advance notice of intended audits. (signature page follows) Addendum Page 7 of 11 ACCEPTED AND AGREED: CITY: City of Fort Worth Contract Compliance Manager: By signing I acknowledge that I am the person responsible for the monitoring and � CC administration of this contract, including ByDanaBurghdoff(Ju 5,2020 454CDT) ensuring all performance and reporting Narp@fla Burghdoff requirements. Title: Assistant City Manager Jun 5,2020 Date: Au7rwKG By: Madelene Rafalko(May 28,202011:19 CDT) Approval Recommended: Name: Madelene Rafalko Title: MyH2O Program Manager ChristooharHar�Jar Approved as to Form and Legality: thrlsWpha Harder(Jun 3,2@011:14 CDT) By. Name:Christopher Harder Title: v vvc2DiTcCc6" -�' -r. JSZtrong(Jun 5,2020 10:5 T) Attest: Name: John B. Strong Title: Assistant City Attorney ✓Y � (! �j Contract Authorization: By: M&C: NamftryJ.Kayser Title: City Secretary VENDOR: Smart Energy Water By: — \' )�' Name: Ya hwa ath Prakash Title: VP of Operations -- — Date: December 17, 2019 OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX Addendum Page 8 of 11 EXHIBIT A NETWORK ACCESS AGREEMENT I. The Network. The City owns and operates a computing environment and network (collectively the "Network"). Vendor wishes to access the City's network in order to provide description of services. In order to provide the necessary support, Vendor needs access to description of specific Network systems to which Vendor requires access, i.e. Internet, Intranet, email, HEAT System, etc. ("Access"). 2. Grant of Limited Access_ Vendor is hereby granted a limited right of access to the City's Network for the sole purpose of providing description of services. Such access is granted subject to the terms and conditions forth in this Agreement and applicable provisions of the City's Administrative Regulation D-7 (Electronic Communications Resource Use Policy), of which such applicable provisions are hereby incorporated by reference and made a part of this Agreement for all purposes herein and are available upon request. 3. Network Credentials_ The City will provide Vendor with Network Credentials consisting of user IDs and passwords unique to each individual requiring Network access on behalf of the Vendor. Access is being granted for purposes of completing services for the City pursuant to the Agreement and Access shall expire at the completion of the, or upon termination of the Agreement, whichever occurs first. 4. Renewal. This Network Access Agreement shall be renewed in accordance with the Agreement if the following conditions are met: 4.1. Contracted services have not been completed; 4.2. Contracted services have not been terminated; and 4.3. Within the thirty (30) days prior to the scheduled annual expiration of this Agreement, the Vendor has provided the City with a current list of its officers, agents, servants, employees or representatives requiring Network credentials. Notwithstanding the scheduled contract expiration or the status of completion of services, Vendor shall provide the City with a current list of officers, agents, servants, employees or representatives that require Network credentials on an annual basis. Failure to adhere to this requirement may result in denial of Access and/or termination of this Network Access Agreement. 5. Network Restrictions. Vendor officers, agents, servants, employees or representatives may not share the City-assigned user IDs and passwords. Vendor acknowledges, agrees and hereby gives its authorization to the City to monitor Vendor's use of the City's Network in order to ensure Vendor's compliance with this Network Access Agreement. A breach by Vendor, its officers, agents, servants, employees or representatives, of this Agreement and any other written instructions or guidelines that the City provides to Vendor pursuant to this Addendum Page 9 of 11 Network Access Agreement shall be grounds for the City immediately to deny Vendor access to the Network and Vendor's Data, terminate the Agreement and the Network Access Agreement, and pursue any other remedies that the City may have under the Agreement or this Network Access Agreement or at law or in equity. 5.1. Notice to Vendor Personnel — For purposes of this section, Vendor Personnel shall include all officers, agents, servants, employees, or representatives of Vendor. Vendor shall be responsible for specifically notifying all Vendor Personnel who will provide services to the City under this agreement of the following City requirements and restrictions regarding access to the City's Network: 5.1.1. Vendor shall be responsible for any City-owned equipment assigned to Vendor Personnel, and will immediately report the loss or theft of such equipment to the City; 5.1.2. Vendor, and/or Vendor Personnel, shall be prohibited from connecting personally-owned computer equipment to the City's Network; 5.1.3. Vendor Personnel shall protect City-issued passwords and shall not allow any third party to utilize their password and/or user ID to gain access to the City's Network; 5.1.4. Vendor Personnel shall not engage in prohibited or inappropriate use of Electronic Communications Resources as described in the City's Administrative Regulation D7; 5.1.5. Any document created by Vendor Personnel in accordance with this Agreement is considered the property of the City and is subject to applicable state regulations regarding public information; 5.1.6. Vendor Personnel shall not copy or duplicate electronic information for use on any non-City computer except as necessary to provide services pursuant to this Agreement; 5.1.7. All network activity may be monitored for any reason deemed necessary by the City; and 5.1.8. A Network user ID may be deactivated when the responsibilities of the Vendor Personnel no longer require Network access 6. Termination. In addition to the other rights of termination set forth herein, the City may terminate this Network Access Agreement at any time and for any reason with or without notice, and without penalty to the City. Upon termination of this Network Access Agreement, Vendor agrees to remove entirely any client or communications software provided by the City from all computing equipment used and owned by the Vendor, its officers, agents, servants, employees and/or representatives to access the City's Network. 7. Information Security. Vendor agrees to make every reasonable effort in accordance with accepted security practices to protect the Network credentials and access methods provided by the City from unauthorized disclosure and use. Vendor agrees to notify the City immediately upon discovery of a breach or threat of breach which could compromise the integrity of the City's Network, including but not limited to, theft of Vendor-owned equipment that contains City-provided access software, termination or resignation of officers, agents, Addendum Page 10 of 11 servants, employees or representatives with access to City-provided Network credentials, and unauthorized use or sharing of Network credentials. ACCEPTED AND AGREED: CITY: City of Fort Worth Contract Compliance Manager: By signing I acknowledge that I am the person responsible for the monitoring and ,lea&Vayd administration of this contract, including By.DanaBurghdoff(J 5,2J20 4'54CDT) ensuring all performance and reporting Namgbana Burghdoff requirements. Title: Assistant City Manager Date: Jun 5,2020 Aladmmo L4L/(v By: Madelene Rafatko(May 28,202011:19 CDT) Approval Recommended: Namoadelene Rafalko Title:MyH2O Program Manager Christopher Harder Approved as to Form and Legality: By:Christopher Harder(Jun 3,202011:14 CDT) NamcChristopher Harder Title: MyH20 Program Manager By• troog(,un 5,202010:5 T) Attest: � � ��{;;. Name: John B. Strong a. Title: Assistant City Attorney Contract Authorization: BY U ,'a M&C: Nar4tary J. Kayser i Title: City Secretary VENDOR: Smart Energy Water By: - \' )�' Name: Yas wan th Prakash Title: VP Operations Date: December 17, 2019 a 0����3AL RECORD MY SECRETARY FT WORTH,TX Addendum Page 11 of 11 Software as a Service Terms and Conditions Aqua MMOC SaIP5 Company Smart Energy Water- Signature: Signature: �r,{, Name: ichaeI Cartwr' ht ! — -- - Name: Ya wana Prakash TRIe: VP Operations Title: VP Operations Effective Date: December 17,2019 sate: December 17,2019 Smart Energy Systems,Inc.dba Smart Energy Water("Provider"or"SEW")offers a software application known as Smart Customer Mobile(the"Software" Or"SCMe"), and the parties have agreed that Provider will make the cloud-hosted Software available for and to Customer and Customer's end users. Therefore,in consideration of the mutual covenants,terms,and conditions set forth below and in any relevant exhibits or documents,the adequacy of which is hereby acknowledged,the parties agree as follows: 1- DEFINITIONS.The fallowing cap ttalIzed terms shall have the following meanings whenever used in this Agreement. 1.1, "Authorized User"means an end user of the Customer that is assigned to an active meter or service,and to whom access to the Software is granted by Customer to allow use of the Software. 1.2. "Customer Data"means a subset of Confidential Information that is comprised of Customer's data obtained,used in,or stored as the result of the use of the use of the Services. 1.3- "Documentation" means the Software's standard user manuals and any other accompanying documents related to the Software delivered to Customer during Implementation. 1.4, "Implementation"means the process for gathering requirements,configuring,testing,training,and integrating the Software for Customer's use,as set forth in a Statement of Work. 1.5- "Term"means five(5)years from the Effective Date - 1.6. "Major Release" means any new version of the Software where the left most version number, or the second to the left most version number, increases by at least one integer increment. 1.7. "Monthly Uptime Percentage"is calculated by subtracting from 1D0%the percentage of minutes during the month in which Provider Software,was in the state of "Unavailable." Monthly Uptime Percentage measurements exclude downtime resulting directly or indirectly from any SEW SLA Exclusion(defined herein). I.S. "Maintenance and Support"means Provider's standard maintenance and support plan provided herein as Appendix A and incorporated herein by reference. 1.9- "Software"means Provider's S C M 6 software,version 7.5,which shall include only the modules specified in Appendix B or Change Order thereto. 1.10, "Services" means the services provided by Provider to Customer for the integration, implementation and use of the Software,including but not limited to,hosting the Software,any customization,Maintenance and Support,and Additional Services offered a accessed through the Software and as provided in detail In an applicable Statement of Work. 1,11, "Specifications"means Provider's specifications for the Software,as set forth in Appendix C, 1.12. "Data Retention Policy"means Providers standard data retention policy as set for in Appendix D, 1.13. "Production Deployment"means once the Customer has provided User Acceptance Testing("UAT")signoff and the Software has been pushed into a production environment. 1.14. "Upgrades"is defined in Section 3.1(a)below. Z. SOFTWARE DELIVERY, 2.1- Right to Access,and Use Software.Provider hereby grants Customer a non-exclusive,non-transferable,non-perpetual,limited right to use and make available the Software to Customer's Authorized Users during the Term,subject to Section 2.2 below- 2-2. Restrictions on Software Use.This Agreement grants the Customer a limited right to access and use the Software for the number of Authorized Users Indicated in Appendix B.The Software is not said,and Customer receives no title to or ownership of any copy or of the Software itself.Furthermore, Customer receives no rights to the Software other than those specifically granted in Section 2.1 above. Without limiting the generality of the foregoing,Customer shall not:(a)modify,create derivative works from,distribute,or sub-subscribe the Software;(b)allow third parties to exploit the Software;{c)sub-license the Software;(d)reverse engineer,decompile,or attempt to derive any of The Software's source code,or;(e)remove or modify any program markings Or any notice of Provider's proprietary rights. 3- UPDATES AND SERVICE LEVELS. 3.1. Provision of Updates and Maintenance:Provider shall maintain and update the Saftware as follows during the Term: (a) Provider shall provide standard support and maintenance for the Software in accordance with Appendix A-Customer Data shall be retained by Provider in accordance with Provider's standard Data Retention Policy pursuant to Appendix D. Provider will routinely update the Software to address any security updates,bug fixes,or responsiveness matters quarterly or as is required pursuant to Section 3.2 below or otherwise.Provider may update the Software to add any new features or functions, incorporate any improved process changes,and/or implement any performance- enhancing modifications annually, if applicable("Upgrades"). Pursuant to the payment of the fees set out in Section 4, Customer may elect to upgrade its current version of the Software once per calendar year,so long as Provider has made one or more Major Releases available during said year,and so long as Customer's subscription term is current,fully paid up,and In no way in default.Should Customer exercise this right,upon notice, Provider will first assess the impact any such Upgrade will have cn the Customer's specific IT environment,solely considering Customers relevant APIs and any requested customizations.All other potential IT or business process impacts shall not be within the scope of said assessment. Provider 1 will then provide a detailed report to customer identifying any costs,time,and materials necessary to effectuate any such Upgrade in light of those two items,and Customer shall then decide whether to implement the newer Software version.Any terms concerning the one-time charges or fees associated with such an upgrade shall be set out in a subsequent Statement of Work. Upon completion of any such Software upgrade implementation,"Software"as defined herein shall then incorporate the version of SCM®to which the Customer has upgraded. (b) Should an Upgrade be required,Provider will promptly notify the Customer via email and coordinate mutual written agreement of any downtime and provide confirmation once functionality is restored pursuant to the terms of Section 3.2 below. (c) Each Upgrade will constitute an element of the Software and will be subject to this Agreement's terms regarding Software,including, without limitation,subscription,warranty,and indemnity terms. 3.2, Service Level AvaIlabiIlty:Provider will use commercially reasonable efforts to make Software available with a Monthly Uptime Percentage of at least 99.95%,in each case during any monthly billing cycle or calculated as such if billed annually(the "Service Commitment").The Service Commitment does not apply to any unavailability,suspension or termination of Software,or any other Software performance Issues:(i)ca used by factors outside of Provider's reasonable control,including any force majeure event a Internet access or related problems beyond the demarcation point of Provider; (ii)that result from any actions or inactions of Customer or any third party;(iii)that result from Customer's equipment,software or other technology and/or third party equipment,software or other technology(other than third party equipment within our direct control);(iv)that result from any maintenance as provided for pursuant to this Agreement; or(v) arising from Provider's suspension and termination of Customer's right to use Software in accordance with this Agreement(collectively,the"SEW 5LA Exclusions"). 4. FEES. 4.1. Software 5ubscriation Fees All software subscription fees and any ather applicable fees for the Terrn of this Agreement,as set out in Appendix 6, shall be due upon the signing of this Agreement. Customer shall be invoiced for the first-year software subscription fees upon signing of this Agreement and annually thereafter upon the anniversary date of the Effective Date far the remaining term until the fees have been paid in full. (a) Customer agrees to make all payments to SEW within thirty(30)calendar days after receipt of invoice.Late invoices will incur a late payment fee of 1.5%or the maximum allowable under the law,whichever is less.If Customer's account Is sixty(60)days or more overdue,SEW reserves the right with prior written notice to withhold performance of its obligations under this Agreement,without liability,until such payments are paid in full. (b) The software subscription fees as provided Is only valid for the number of Authorized Users as specified in Appendix 6.Should Customer wish to add any additional Authorized Users during the Term of this Agreement or acquire additional features and modules,such may be purchased at an additional cost.Implementation fees for the Software shall also be noted in the Statement of Work. 4,2. Additional Services. The Software is compatible with additional optional services (collectively "Additional Services").All Additional Services and associated fees shall be approved in writing by Customer at the pricing and rates current at such time prior to work being performed. All invoices shall be subject to and paid according to Section 4.1(a)above. 5. Intellectual Property Rights&Feedback. 5.1. Intellectual Pro erty Rights in the Software.Provider retains all right,title,and interest in and to the Documentation and Software,including but not limited to,the Services and any Upgrades,as well as any related methodologies,techniques,processes,and instruction developed by Provider and used in the course of performing the Services(collectively"Provider IP")for Customer under this Agreement and an applicable Statement of Work. Nothing in this Agreement shall be construed to grant Customer any ownership rights,title,or interest in the Provider I except to the extent of the i Inn ited subscription rights specifically set forth in Section 2.1.Customer recognizes that the Software and Its components are protected by copyright and other laws.Customer shall not(and shall not allow or cause any third party to)reverse engineer,disassemble,alter,or otherwise translate the Software,Documentation,Services or Upgrades. 5.2. Feedback. Customer hereby grants Provider a perpetual, irrevocable, unrestricted, worldwide license to use any Feedback (as defined below) Customer communicates to Provider during the Term, without compensation or any obligation to report on such use, and without any other restriction.Such rights shall include,without limitation,the right to exploit Feedback in any way and the right to grant sublicenses. Notwithstanding the provisions of Article 6(Confi den trpl Informatian)below,Feedback will not be considered Customer's Confidential Information.("Feedback"refers to any suggestion or Idea for modifying any of Provider's products or services,including all intellectual property rights thereln.) 6. CONFIDENTIAL INFORMATION. 6.1. Confidential Information Defined. "Confidential Information" refers to the following types of material or content one party to this Agreement ("Discloser")discloses to the other("Recipient"):(a)any Informatian Discloser marks a designates as"Confidential"at the time of disclosure;and(b) any other nonpublic,sensitive information disclosed by Discloser including,but not limited to code,inventions,know-haw,business,technical,and financial information,or other information which should reasonably be known by the Recipient to be confidential at the time it is disclosed,due to the nature of the information and the circumstances surrounding such disclosure.Notwithstanding the foregoing,Confidential Information does not include information that:(i) is in Recipient's possession at the time of disclosure;(6) is independently developed by Recipient without use of or reference to Confidential Information;(lit)becomes known puhiIcly,before or after disclosure,at her than as a result of Recipient's improper action or inaction;or(iv)is rightful€y obtained by Recipient from a third party without breath of any confi dent iallty abligations. 6.2. Nondisclosure.Recipient shall not use Confidential Information for any purpose other than to facilitate this Agreement(the"Purpose").Recipient:(a) shall not disclose Confidential information to any employee or contractor of Recipient unless such person needs access in order to facilitate the Purpose and executes a nondisclosure agreement with Recipient with terms no less restrictive than those of this Article 6;and(b)shall not disclose Confidential Information to any third party without ❑iscloser's prior written consent. Notwithstanding the foregoing, Recipient shall protect Confidential Information with the same degree of care it uses to protect its own confidential information,but with no less than reasonable care. Recipient shall promptly notify Discloser of any misuse or misappropriation of Confidential Information that comes to Recipient's attention. Notwithstanding the foregoing,Recipient may disclose Confidential Information as required by applicable law or by proper legal or governmental authority.Recipient shall give Discloser prompt notice of any such legal or governmental demand and reasonably cooperate with Discloser in any effort to seek a protective order or otherwise to contest such required disclosure,at Disc lose l's expense. 6.3. Injunction.Recipient agrees that breach of this Article 6 would cause Discloser irreparable injury,for which monetary damages would be inadequate, and in addition to any other remedy,Discloser will be entitled to injunctive relief against such breach or threatened breach,without proving actual damage- 2 6.4. Termination&Return.With respect to each item of Confidential Information,the obligations of Section 6.2 above(Nondisclosure)will terminate three(3)years from the expiration of this Agreement.Upon Such termination,Recipient shall return all copies(excepting One(1)copy archived For purposes of Recipient's back-up processes)of Confidential Information to Discloser or certify,In writing,the destruction thereof. 6.5. Retention of Rights,This Agreement does not transfer ownership of Confidential Information or grant a license or any other right thereto.Discloser will retain all right,title,and interest in and to all Confidential Information, 7.DATA PRIVACY&SECURITY, 7.1. C tourer Data.Customer Data,which shall also be known and treated by Provider as Confidential Information{collectively"Customer Data"),shall include the following: (a) Data collected, used,processed,stored, or generated by the Customer as the result of the use of the Software and the Services, Including any personal identifiable information("Pill)and any Information related to payment processing,such as credit card numbers and ACH account numbers. Customer Data is and shall remain the sole and exclusive property of Customer and all right,title,interest in the same is reserved to Customer.For all purposes of this Agreement,Customer shall be responsible for determining the manner in which any type of Customer Data will be collected,stored, and processed and far determining the purpose for processing the information. 7.2. Provider Use of Customer Data. Customer hereby grants Provider a limited right to access, process, collect, store, generate, display, and use Customer Data for the sole purpose of providing the Software and Services to Customer.Provider shall keep and maintain Customer Data in strict confidence and shall not allow any third parties to use,disclose,or access Customer Data without Customer's prior written consent.Notwithstanding the foregoing,Provider may disclose Customer Data as required by applicable law or by proper legal or governmental authority.Provider shall give Customer notice of any such legal or governmental demand and reasonably cooperate with Customer in any effort to seek a protective order or otherwise contest such required disclosure,at customer's expense.Provider shall notify Customer immediately to any required changes in the SaaS agreement that would modify this Clause. 7.3. Data Security.The Parties shall each be responsible for establishing and maintaining its own data privacy and information security policies,Including physical,technical,administrative,and a rga n I zat I an a 1 safeguards to ensure the security and confidentiality of Customer Data;protect against any anticipated threats a hazards to the security of Customer data,protect against unauthorized d1sclasure,access to,or use of Customer Data,ensure the proper disposal of Customer Data, and ensure that all employees,agents,and subcontractors,if any, comply with the above. Provider shall provide Customer with copies of all security audits on an annual basis. 7.4. Data Access.Customer shall have full read-only database access to all data within the portal.This access shall be provided as a data warehouse to ensure no impact to the production database. 7.5. Data Return and Destruction.Upon termination of Agreement,Provider shall return all data back to Customer within thirty(30)days via Customer's preferred method of receipt.Provider shall destroy data no later than sixtyJ60)days after return of data to Customer. 8. REPRESENTATIONS&WARRANTIES. 8A. From Provider. (a) Re: Function. Provider represents and warrants that, during the Term, the Software will perform materially In accordance with its Software Specifications set forth in Appendix C and pursuant to the service level targets in Section 3.2 above. (b) Re:Intellectual Property Rights in the Software. Provider represents and warrants that it owns the Software,and has the power and authority to grant the rights in this Agreement without the further consent of any third party.In the event of a breach of the warranty in this Subsection 8.1(b), Provider,at its awn expense,will promptly take the following actions:(1)secure for Customer the right to continue using the Software;(ii)replace or modify the Software to make it non-infringing,provided such modification or replacement will not materially degrade any functionality listed in the Specifications;or(1il)refund the prorated SaaS subscription Fee paid for the Software for every month remaining in the Term,following the date after which Customer is required to cease use of the Software.In conjunction with Customer's right toterminate for breach where applicable and the provisions of Section 9.1 below (Indemnified Claims), the preceding sentence states Provider's sole obligation and liability,and Customer's sole remedy,for breach of the warranty in this Subsection S.1(b)and for potential or actual infringement by the Software.Provider's representations and warranties herein shall not apply to the extent any infringement arises out of any conditions listed in Subsection 9.1(a)-9.1(e)below. 8.2. From Both Parties.Each party represents and warrants that it has the full right and authority to enter into,execute,and perform its obligations under this Agreement and that no pending or threatened claim or litigation known to it would have a material adverse impact on its ability to perform as required hereunder. 8.3. WarrantV Disclaimers. Except for the express warranties in Sections 8.1 and 8.2 above,PROVIDER MAKES NO WARRANTIES,EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. Provider does not warrant that the Software will perform without error or that it will run without immaterial interruption.Provider provides no warranty regarding,and will have no responsibility for,any claim arising out of:(a)a modification of the Software made by anyone other than Provider, unless Provider approves such modification in writing; or (b) use of the Software in combination with any operating system, hardware, or software not authorized or specifically forbidden in the Specifications or Documentation. 9, INDEMNIFICATION. 9.1, Indemnified Claims.Provider shall defend and indemnify Customer and its officers,directors,shareholders,parents,subsidiaries,agents,successors, and assigns against any"Indemnified Claim,"meaning any third-party claim,suit,or proceeding arising out of,related to,or alleging infringement of any patent,copyright,trade secret,or other intellectual property right by the Software. Provider's obligations set forth in th is Section 9.1 do not apply to the extent that an Indemnified Claim arises out af:(a)Customer's breach of this Agreement;(b)revisions to the Software made without Provider's written consent;(c)Customers failure to incorporate Upgrades that would have avoided the alleged infringement,provided Provider offered such Upgrades without charges not otherwise required pursuant to this Agreement;(d)Providers modification of Software in compliance with Customer's specifications;(e)unauthorized use of the software by third parties; or(f) use of the Software with hardware or software not provided by or approved of by Provider. 9.2. Litigation & Additional Terms. Providers obligations pursuant to section 9.1 above will be excused to the extent that Customer's or any of Customers Associates'failure to provide prompt notice of the Indemnified Claim or reasonably to cooperate materially prejudices the defense. Provider will control the defense of any Indemnified Claim, Including appeals,negotiations,and any settlement or compromise thereof; provided 3 Customer will have the right,not to be exercised unreasonably,to reject any settlement or compromise that requires that it admit wrongdoing or liability or subjects it to any ongoing affirmative obligations. 10- LIMITATION OF LIABILITY. 10.1, Liability Cap.Provider's liability arising out of or related to this Agreement shall in no event exceed the 5ubscription Fee paid by Customer within the twelve(12)months preceding the claim. 10,2- Exclusion of Consequential Damages. IN NO EVENT WILL PROVIDER BE LIABLE TO CUSTOMER FOR ANY CONSEQUENTIAL, INDIRECT, SPECIAL, INCIDENTAL,OR PUNITIVE DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT, 10.3. Clarifications& Disclaimers.THE LIABILITIES LIMITED BY THIS ARTICLE 9 APPLY REGARDLESS OF THE FORM OF ACTION,WHETHER IN CONTRACT, TORT,STRICT PRODUCT LIABILITY,OR OTHERWISE;EVEN IF PROVIDER IS ADVISED 1N ADVANCE OF THE POSSIBILITY OF THE DAMAGES IN QUESTION AND EVEN IF SUCH DAMAGES WERE FORESEEABLE;AND EVEN IF CUSTOMER'S REMEDIES FAIL OF THEIR ESSENTIAL PURPOSE.If applicable law limits the application of the provisions of this Section 9,Provider's liability will be limited to the maximum extent permissible by law.For the avoidance of doubt, Provider's liability limits apply to Provider's affiliates, providers, agents, sponsors, directors, officers, employees, consultants, and other representatives. 10.4. Exceptions tp Limitation of Liahilitl+-Sections 10.1!liability Cap) and 10.2(£xclus+on of Consequential damages)above do not apply to: (a)claims pursuant to Article 9 above(lndemnlficatron);or(b)claims for attorneys'fees and other litigation costs recoverable by the prevailing party in any action. 11. TERMINATION&RENEWALS. 11.1. Termination for Cause.Either party may terminate this Agreement for:(a)the other's material Breach upon thirty(30)day's written notice,provided that the other party shall first have the opportunity to cure such breach before the effective date of termination; or(b)any party becomes the subject of a petition in bankruptcy or any other proceeding related to insolvency,receivership,liquidation or assignment for the benefit of creditors. 11.2. Termination for Convenience.Customer may terminate this Agreement for convenience upon thirty(30)days advance written notice to Provider. Upon termination, Customer shall be immediately liable to Provider for the payment of all outstanding fees up to the time of termination dissociation and deactivation fee which shall be equivalent to one year of annual SaaS subscription fees. 11.3. Effects of Termination.Upon termination of this Agreement,Provider will immediately terminate Customers access to the Software,and Customer shall cease all use of the Software and delete,destroy,or return all copies of the Documentation in its possession or control.The following provislons will survive termination or expiration of this Agreement:(a)any obligation of Customer to pay fees incurred before termination; (b)Articles and Sections 2.2(Restrictions on Software Rights)5(IP&Feedback),6(Confidential Information),8.3(Warranty Disclaimers),9(Indemnification),and 10 (Limitation of Liability);and(c)any other provision herein that must survive to fulfill its essential purpose.If termination occurs for any other reason than what is provided for under Section 11.1,Customer's obligation under Section 11.2 shall also include any fees obligated to be paid under the Agreement,whether incurred or not. 11.4. Renewals.This Agreement shall renew at upon the expiration of the Initial Term for one(1)year term intervals,by Customer by providing written notice to Provider sixty(60)days prior to the expiration of the Initial Term.Any renewal of the Services shall be provided accordingly to Provider's then-current standard Software as a Service Agreement and Maintenance and Support Plan which shall be provided to Customer prior to the commencement of any renewal term. 12. MISCELLANEOUS. 12.1, Independent Contractors.The Parties are independent contractors and will so represent themselves in all regards.Neither Party is the agent of the other,and neither may make commitments on the other's behalf. 12.2. Taxes-Fees in Section 4.1 above do not include any applicable taxes.Customer shall be solely responslble in the event any authority imposes a duty, tax,levy,or fee(excluding those based on Provider's net income)upon the Software as supplied by Provider under this Agreement. 12-3. Force Mom.No delay,failure,or default,other than a failure to pay fees,will constitute a breach of this Agreement to the extent caused by acts of war,terrorism,earthquakes,other acts of God or of nature,strikes or labor disputes,embargoes,or other causes beyond the performing Party's reasonable control- 12A. Assignment&Successors.Customer may not assign this Agreement or any of its rights cr obligations hereunder without Providers written consent- Except to the extent forbidden herein,this Agreement will be binding upon and inure to the benefit of the Parties'respective successors and assigns- 12.5. Severability-To the extent permitted by law, the Parties waive any provision of law that would render any clause of this Agreement invalid or unenforceable.In the event that a provision herein is held to be invalid or unenforceable,such provision will be interpreted to fulfill its intended purpose to the maximum extent permitted by law,and the remaining provisions of this Agreement will Continue in full force and effect. 12.6- No Waiver- Neither Party will be deemed to have waived any of its rights under this Agreement by lapse of time or by any statement or representation other than by an authorized representative in an explicit written waiver.No waiver of a breach hereof will constitute a waiver of any other breach of this Agreement. 12.7, Construction.The Parties agree that the terms of this Agreement result from negotiations between them,This Agreement will not be construed in favor of or against either Party by reason of authorship. 12.8, Entire A reement. This Agreement sets forth the entire agreement of the Parties and supersedes all prior or contemporaneous writings, negotiations,and discussions with respect to its subject matter.Neither Party has relied upon any such prior or contemporaneous communications. 12.9. Execution in Counterparts. This Agreement may be executed in one or more counterparts. Each Counterpart will be an original, but all such counterparts will constitute a single instrument. 12.10- Amendment-This Agreement may only be amended in writing by authorized representatives of each Party. 4 Appendix A Standard Support Plan 5 SMART ENERGY WATER Standard Support Plan 6 ~ Contents � 2. --~~~~~P^~~L~^"""^^,.... ..........................................^---^---------------- 3 -- evels....................................................... 3 4- ------^^--^^--^^^--^^-------.4 I Laci-dent Reporting'----'—'-------------------------------� 5 OL -----------~--~^------------------ 5 Z- ..........................................,...................................................'. 6 8- ___'_ ae_s----------------- 6 9- ."^"^�auuu---------__________________~__ 6 Version 2.5 October 18m. 2018 Smart Energy Water Copyright @2O18 Smart Energy Systems. All rights reserved. No part of this document may be reproduced or transmitted in any form or by any nnomnm' electronic or rnechmnioa|, for any purpoae, without the express written approval of Smart Energy Systems. All other omnnpony or product names are mentioned for identification purposes only, and may be trademarks of their respective owners, 7 . Standard Production Support Plan This Standard Support Plan shall cover the engagement model, roles, responsibilities, and service level expectations for the production support of Smart Energy Water(SEW) products for the utility ("Client"). 2. Support Plan Overview a) Production support begins at the end of the 30-day stabilization period following solution deployment by SEW or any of its Partners, of any SEW Platforms, and will continue for a period of 12 months, or as otherwise specified in an applicable Agreement. b) SEW shall provide support to Client's designated business or information technology points-of- contact, who shall then aid or be better equipped in aiding its customers. c) Incident reporting shall be available twenty-four(24) hours a day, seven (7)days a week, and 365 days a year. To report an incident, visit help_smaAenergywater_com,email suPPDaQsrrLaLLeneraywaLe , or call 1-877-400-7077. d) Client support is provided during SEW Business Hours, which are 8:00 a.m,to 7:00 p.m. Central Time, Monday Through Friday(excluding holidays),for Severity 1-4 Incidents. e) Upon receipt of a support request, SEW shall assess Client's designated Incident Priority Level according to the definitions stated in Section 4 and will confirm with Client's designated paint-of- contact. f) SEW will respond to the request according to its Incident Priority Level in the Service Level Agreement(SLA)defined in Section 4.An initial response will indicate whether the issue has been replicated and confirmed, and a response of next step(s)will be provided to Client's designated point-of-contact. g) An Incident Resolution will indicate that the issue has been addressed and resolved, pending confirmation from Client's designated point of contact. If for any reason Client is not satisfied with the resolution, Client may request the issue to be re-opened. h) An assigned SEW client success manager will function as Client's single point-of-contact for all SEW support services under the plan. i) After the initial Incident Priority Level assignment and confirmation, the Issue will be addressed internally by SEW according to the process stated herein. An incident response will be entered into the SEW support portal and will be available to Client following incident resolution. 3. Incident and Problem Management, and Service Levels Levels 1 and 2 Support.Client shall be responsible for the Support Requirements set forth and defined as Level 1 and Level 2. Level 1 Support(Level 1) is defined as first-line support, which shall be the first level of utility contact, such as customer interactions utility customer service representatives,or customer interactions with utility field office representatives. Level 1 requests may include basic application navigation, functionality explanation, user and password management, and preliminary troubleshooting and issue analysis. Level 2 Support (Level 2) is definers as second-line support for items which are escalated from Level 1. Level 2 support may be provided by Client staff,such as an application subject matter expert, system administrator, or technical support teams, Level 2 is responsible for assisting Level 1 with technical issues, including preliminary technical troubleshooting, locked I address resets, and other elevated administrative functions. The following are Client responsibilities for Level 1 and Level 2: e (a) provide training to Level 1 and Level 2 service desk personnel before new application or functionality related to SEW products is installed into production; and M follow proper escalation procedures from Level 1 to Level 2 and Level 2 to Level 3. Level 1 shall at no time contact Level 3 directly. SEW shall be responsible for: (a) maintaining processes and/or authorized user documentation for SEW products to be able to resolve most Level 1 and Level 2 issues without requiring a transfer to specialized application support. (b) Level 3 support,when engaged through the proper channels(only by Level 2 personnel). See section below. Level 3 Support. SEW will support Level 3 Support requirements.Specifically, SEW will: (a) provide Level 3 Support for SEW products including, advanced technical and system administration responsibilities which may require application log, database access, or other code- related troubleshooting; (b) provide clearly defined points-of-contact, available to receive and appropriately respond to notice of incidents from Level 2 personnel; (c) provide the Service Desks with specialized applications support and/or"on call"personnel who are responsible for Level 3 support and can be contacted via channels stated in Section 9 herein; (d) advise Level 2 personnel and other authorized users of the estimated time required to resolve the incident after being notified and the incident being diagnosed for root cause,with such resolution time being consistent with Client's SLA for service restoration; (e) provide status updates to Level 2 personnel and other authorized users during incident resolution; and, (f) provide support, advice, and assistance to Level 2 personnel in a manner consistent with Client's practices for the applications prior to the Services entering the production environment and non- programming activities in direct support of authorized users. 4. Incident Prioritization and Response SLAs The level of priority and response time will be determined based off the following incident classifications: Incident Description Initial Priority Response Level Time Severity 1 Catastrophic failure—Total loss or continuous instability of critical 1 Hour (Critical) functionality, which has caused a halt all function or usability, or active security breaches that show immediate risk to or loss of customer data privacy. Severity 2 Partial loss or instability in functionality, which has rendered the 4 Hours (High) application intermittently inoperable, or data corrupted, and has thus caused significant impact to Client or customer. Shall also include situations where data has become corrupted and work must be stopped to avoid further corruption or loss of data. Shall further include threats of security breaches that show potential or imminent risk to or loss of customer data privacy. Severity 3 Feature not working as stated —application issue that may impact 1 Business (Standard) the user, but does not stop the user from performing daily Day business due to the availability of a temporary, reasonable workaround. Severity 4 Informational question or cosmetic issue —problem or question 3 Business (Low) with day-to-day operational issues, cosmetic problem with user Days 9 IncidentDescription Priority Response Level interface, error in documentation. Time Severity 5 Password resets, how to download, feature explanation, etc. N/A (Trivial) Incident Priority Definition "Should an incident qualify for more than one priority level, (e.g. a cosmetic issue that could have regulatory implications), the incident shall be classified into the strictest applicable category. Initial response times as listed above shall take place during SEW's standard hours of operation, which are 8:00 a.m.to 7:00 p.m. Central Time, Monday through Friday. 5. Incident Reporting To report an incident, visit email or call 1- 877-400-7077. Before reporting an incident to SEW/Level 3 Support for any severity,the Client's Level 2 personnel must collect as much of the following information possible: • Product and specific module (e.g. SCM > Billing Info) • Reproducibility(Is this issue reoccurring and can it be replicated by the user?) • Number of Users impacted • Date and Time of Incident(When the issue began) ■ Severity(High, low, normal) • Platform and/or device type(e.g. iPad Air) • OS and OS version (iOS 12, Android O(Oreo)can be found in device settings) • description (Generally speaking,what is the issue and what happens?) ■ Steps taken to troubleshoot ■ Steps to reproduce(What steps through the application did the user take to encounter this Issue?) • Screenshots(Please collect screenshots of the error, if available) 5. SEW System Maintenance The primary paint-of-contact for the ongoing maintenance and support of the application is your client success manager. System maintenance is an undesired but necessary function of any IT system. SEW may, at its discretion, schedule a system maintenance window,during which time normal production services may not be available, Planned system maintenance windows are mutually agreed upon with Client provided, where possible, Client receives 7 days' notice of the start of a project implementation. Whenever possible, SEW will attempt to schedule planned system maintenance windows to coincide with Client's own IT system maintenance windows and after midnight(12:00 a.m.)Pacific Time. There may be some instances where updates may be required immediately or within a very short timeframe to maintain the security or functionality of SEW applications and services. In such cases, SEW will notify Client's designated paint-of-contact of an unplanned system maintenance requirement and will work with Client to roll out the necessary changes during the earliest, mutually favorable time. SEW will promptly notify Client's designated point-of-contact of any downtime and provide confirmation once full functionality is restored. Utility end customers attempting to reach the portal URL or log into the mobile application during a planned or unplanned system maintenance window will receive a message substantially similar to: 10 "Our site is currently unavailable while we perform maintenance and system upgrades. We apologize for any inconvenience caused and appreciate your patience. Please try again at a later time." 7. SEW Device and OS Support SEW shall use commercially reasonable efforts to identify a root cause and provide technical solutions therein for any reported bugs, defects, issues, etc„ provided that the Software or Services are not otherwise impaired at the start of the then-current Service Term,and has been properly maintained by Client in accordance with SEW's policies. SEW SHALL NOT be required to support its applications in the following circumstances: • on operating systems that are no longer supported and/or regularly updated by their authors (e.g. Apple, Android), • On hardware that is no longer supported by its manufacture. (e.g. Fhone 3G, Samsung Galaxy S Captivate) • Where errors are a product of misuse, abuse, negligence, or improper utilization of any or all part(s)of the Software or Services, ■ Where Software or Services are modified, amended, revised, or changed by any party other than SEW or SEW's authorized agents or representatives. • Where issues are a result of electrical failure, internet connections problems, any issue related to data including but not limited to: data input, output, integrity, storage or back-up, and any and all other external or infrastructure-related problems,which shall be deemed to be under Client's exclusive control, and of Client's sole responsibility. Maintenance for unsupported operating systems and/or hardware may be available to Client at an additional charge. S. Third Party Vendor Support and Troubleshooting Services If SEW or Client identifies or reports an incident that reasonably necessitates third party-vendor intervention, SEW is eligible to invoice Client if additional troubleshooting support is requested and approved in writing prior to performing work, Example: Third party vendor's hardware is not properly configured to run SEW applications and ensuring operability requires technical support recourses from the third party. SEW may interface directly with third party at Client's direction if Client does not wish to manage the issue themselves. 9. SEW Support Contact Information SEW Severity Representative Email t SEW Client Product SUPP Support Call Center 2 Ray Boon 3 Kevin Hwang 4 Yashwanath Prakash I Appendix B Software Pricing 12 Smart Customer Mobile (SCM@)—SaaS Cloud Deployment(5 Year) Description Annual 5ubscri tion Fee Comments SCM®—Customer Web Portal—Mass Market My Account Usage Billing Notifications $333,450 Priced for 247,000 Residential Connect Me Annually Meters/Services Conservation Service Com are SCNND—Customer Web Portal—Enterprise C&I My Portfolio Usa e Bilking Notifications $n a ly Priced for 15,000 Enterprise Accounts Connect Me Annually Conservation Service SCM&-Mass Market Customer Service Portal [Administrator]+SIC* Dashboard Anal ics Administration CSR Workbench Conservation Notifications INCLUDED Includes 100 Utility Administrator SO—Leakage nalytics Subscriptions SiQ—High Usage Anal tics SiQ-Violations SiQ-Cam Taints SIQ-Home Water Reports SCM®-Enterprise C&I Customer Service Portal [Administrator] +SiQO Dashboard Analytics Administration CSR Workbench Conservation INCLUDED Includes 100 Utility Administrator Notifications Subscriptions SiQ—Leakage Anal tics SiQ—High Usage Analytics SiQ-Violations SiQ-Complaints Support and Maintenance Standard Support& INCLUDED Enhanced support for 24/71365 available for an Maintenance additional fee Hosting 13 __F Standard Hosting Services INCLUDED Sized and Scaled to Support Meter Counts and Data Retention ADDITIONAL SERVICES 1f Description Price (USD) Comments Support and Deployment of Platform in Additional Additional Language Pack $16,DDDAD Languages Spanish Annually Translations to be provided by SEW and approved by Client. Pricing provided shall be per Lang uage/Translation basis. Prepay discount of 1.75%per year for prepayment of any years 2-5. Disco untwiII be applied to invoice. Prepayment is due net 30 from date of initial invoice following contract signature. At the end of each year,SEW may do ACtive service Agreement counts and true-up the software price if necessary. Should any true-up be necessary,Client shaII be provided notice. The annual SaaS subscription fee includes all costs related to hosting,support,maintenance and access to the software. The Customer Web Portal includes 2 Guest Users per account. We will invoice travel expenses to the client based on actual costs as incurred. Usage and setup fees apply for email,SMS and 1VR,if applicable,as set forth in Appendix E Notification Prlcing. The first year increase in SaaS Fees after the 5 year term is capped at 10%. 14 Appendix C Software Specifications 15 -T Product Code(Line-Ver-Module) Product Dame License Metric Smart Customer Mobile (SCM)Version 7.5—Mass Market(Residential/Small Commercial) SCM-75-1 SCM—My Account SCM-75-2 SCM—Billing SCM-75-3 SCM—Usage SCM-754 SCM—compare 250,000 active meters SCM-75-6 SCM—Notifications SCM-75-7 SCM—Service SCM-75-8 SCM—Connect Me SCM-75-9 SCM—Conservation SCM-75-13 CSP—Conservation SCM-75-14 CSP—Notifications SCM-75-15 CSP—CSR Workbench SCM-75-16 CSP—Administration 100 utility users SCM-75-18 CSP—Customer Engagement --Analytics Smart Customer Mobile (SCM)Version 7.5—Enterprise I Large C&I 7S�5-1 SCM—M Account/Portfolio SCME-75-2 SCM—Billing SCME-75-3 SCM—Usage SCME-75-6 SCM—Notifications 20,000 active services SCME-75-7 SCM—Service SCME-75-8 SCM—Connect Me SCME-75-9 SCM—Conservation SCME-75-10 CSP—Conservation SCME-75-11 CSP—Notifications SCME-75-12 CSP—CSR Workbench SCME-75-13 CSP—Administration 100 utility users SCME-75-15 CSP—Customer Engagement Anal ics Smart iQ Analytics (SiQ)Version 7.5 SiQ-75-8 SiQ Water—Leakage Analytics SiQ-75-10 SiQ Water—High Usage Analytics (including Water Budget/Allocations) SiQ-75-13 SO.—Complaints SiQ-75-14 SiQ Water—Violations SiQ-75-11 SiQ Water—Home Water Reports Electronic and Paper) 16 Appendix D Data Retention Policy Data Retention Policy 1) Data Retention Policy a) Introduction i) It shall be the policy of Smart Energy Water to maintain complete and accurate records for the usage, billing, behavior,or any of the specified types of data("Data")of Client and its Users,for the duration described for historical reference, contractual or legal requirements, or for any other purposes as set forth in this Data Retention Policy ('Policy').The types of Data stored and subsequent durations for each type,described in the Retention Summary set forth in Section 1(h)below, shall be the recommended and standard retention periods based on legal requirements and practical considerations.In the event that Client wishes to have such Data retained for an extended period,such additional retention periods shall be agreed upon in a separate writing. ii) Data Retention shall include, but is not limited to, paper and electronic records, documentary materials, Customer Data,personally identifiable information, billing records, usage information,etc.Such information shall be managed and maintained in a manner that protects the integrity of the Data, while ensuring appropriate access for the durations described above. iii) Upon expiration of the data retention periods as described in Section 1 (h), such data shall be destroyed,deleted. returned or otherwise disposed of according to standard industry guidelines and in compliance with legal requirements, EXCEPT for those records pertaining to(1)matters under investigation or those matters that are the subject of any claim or litigation, and (2) matters that are anticipated to be the subject of reasonably foreseeable investigation,claim,or litigation. b) Definitions I) "Audit Logs"shall refer to recordings of key system events, timestamps.and other records that otherwise maintain evidence of any processes or activities. ii) "Billing Data"shall refer to any information regarding the billing information of customers,which may include,but is not limited to,credit card information,security codes,expiration dates,billing addresses, names of customers,etc, iii) 'Billing Summaries"shall refer to any information regarding the costs or charges relating to a customer's usage of utilities maintained over monthly billing periods. iv) "Customer Data"shall refer to any personally Identifiable information of a Client's users,which may include,but is not limited to,name,address,personal Usage information,etc. v) "Investigation"shall refer to any business or legal process which requires the retention,examination, or review of any Data. vi) "Notifications"shall refer to logs of the information events (email, IVR, SMS text messaging)sent by a utility and received by a customer. vii) 'Outages"shall refer to logs of outage events reported via OM to the Services,by either the customer,if approved, or the Client. vid) 'Retention"shalt refer to storage of Data on either focal,cloud-based,or archive storage or servers. ix) 'Usage"shall refer to any customer's use of a utility as tracked and maintained by the Services. x) 'User Behavior"shall refer to the interaction of Client's customers on the portal or mobile application,which may include,but is not limited to,log-on periods,active periods,interactions with particular modules,clicks,etc. c) General i) SEW shall be bound in its obligations regarding the Data it processes and controls.These obligations shall include how long SEW retains Data, and when and how SEW can destroy such Date- These obligations may arise from industry standards,local laws or regulations,or arising out of agreements between the Parties. ii) SEW shall ensure that necessary records, documents, or Data are adequately protected and maintained, and additionally,that such records,documents,or Data are properly disposed of. iii) SEW shall not use Client or Customer Data except as necessary to provide the Services,or as necessary to comply with the law or binding order of a govemmenW body. d) Cloud-Based Storage i) in maintaining the Data,SEW shall utilize Its cloud-based,single tenant scalable storage solutions which shall allow Client to stare and display historical usage data, billing information, payment history,etc.SEW shall utilize industry standard methodologies,which shall ensure business continuity,continuous retention for the periods described,data recovery,and availability for its Users. a) Archiving and Backups I) SEW shall utilize similar industry standard solutions for archiving, restoring, and backing up Data, Incremental Data (daily usage,user behavior,notifications,outages)shall be recorded nightly,and full Data backups shall be executed over the weekend.Data shall be retained in both Cloud-based local storage form,as well as Array-based replication form offsite to be utilized as back-ups or archives in the event of system failure of the local Cloud-based storage, ii) SEW shall be notified via email confirmation of backups of Data being saved successfully or such backups failing to be saved.Backups shall be tested at least annually by restoring such Data to a staging database to ensure that Data is not corrupted and are in proper usage compliance in its application configuration. lit) SEW will provide Customer with all backup and recovery plans. Additionally, any backup and recovery audits must be provided for review by Customer. f) Destruction and Purging of Data i) Data that Is personal or confidential in nature shall be disposed of according methodologies agreed upon by and between the parties in a signed writing. And consistent with all laws and industry standard practices for data type ii) Electronic Data shall be subject to secure electronic deletion. iii) Physical or paper documents shall be shredded using secure consoles through which waste shall be properly screened for disposal. iv) Specific deletion or destruction processes shall be carried out by an employee of SEW employed for the purposes of such proper and compliant disposal of Data. 19 v) Data of Users or Clients who have been inactive for a period of twenty-four(24) months shall be deleted.Clients, if such Client or laser accounts)are inactive for a period of eighteen(18)months,shall be notified of such inactivity via email.. vi) Upon written request,or in the event of the expiration of any applicable agreement,or in the event of any termination by a Client,Data shall be disposed of according to the methodologies described in this section.Notwithstanding such request for disposal, if Client has not terminated the agreement or the agreement has not expired,and Services are otherwise still ongoing or active, Data may be retained to the extent that such Data is required to maintain functionality of the Services. vii) In the event of expiration or termination of any applicable agreement, and upon written request from Client within fifteen(15)days of such expiration or termination, SEW shall retum to Client,any physical or paper documents by certified mail or other carrier,and electronic Data in the format and on the media as reasonably requested by Client. viii) Written requests for the return or destruction of any applicable Data under an applicable agreement shall be submitted to Fin.Ops@smartenergywater.com. gy Litigation or Investigation ij In the event that SEW becomes involved in any unforeseen litigation or business event that requires access to Client and Customer Data,such Data may need to be archived beyond its active use or as required by law, or based on written notice from the city.. ii) Documents shall be retained in the event that they are subject to matters under investigation or those that are subject to any rdaim or litigation, or those matters that are anticipated to be the subject of reasonably foreseeable investigation,claim,or litigation. ili) Prior to the disclosure of any Client and Customer Data, SEW shall first disclose to Client of such requirement, so that Client may inform its users and allow users the opportunity to seek protection from such disc€osure. h) Retention Summary iy SEW,for the purposes of historical reference,contractual or legal requirements,or other requirements as a part of its delivery and maintenance of Services or Software to Client,shall retain the following types of Data for the durations set forth,and pursuant to the terms set forth in this Data Retention Policy. Data Type Description Duration Current Month Plus usage Monthly Read 24 months Daily Read 12 months Hourly Read 6 months 15-minute Read 3 months Billing Data/Summary Overview of Past Bills 24 months User Behavior User Interactions with Portal 12 months Notifications Text Message, IVR,Email Los 6 months Audit Logs Timestamps,Recordings of Key Events 6 months Bill PDF Storage 'Add-on Feature 12 months 19 Appendix E Notifications Pricing 20 1. Overview Smart Customer Mobile (SCMO) provides ability for utilities to send automated notifications to their customers via SMS text, Voice Calls, Emaiis, and Mobile Push notifications, The utility provider can setup automated workflows to trigger notifications based on condition of a customer's account. 2. Notification Usage Fees A.SMS Services Pricing Short Code Fees Random Short Code[dedicated,out-bound&in-bound] $1,400 per month Vanity Short Code(dedicated,out-bound&in-bound] $1,900 per month Short Code Text Messages(in-bound) $0.008 per message Short Code Text Messages(out-bound) $0.008 per message Short Code MMS Messages(in-bound) $0.019 per message Short Code MMS Messages(out bound) $0.029 per message One-time Service Setup Fee $59,550 Annual Service Maintenance Fee $78,000 '8-12 weeks for carrier approval for new short codes. Short code fees start at the beginning of the approval process and ore prepaid annually. "*The standard StA for sms output is up to five messages per second.Faster speed will require higher capacity service and will incur additional cost. B.Email Notifications Pricing up to 175,000 emalds per month Included I75,D00 to 1,000 000 emails per month $1,500 per month 1,000,000 to 4,000 000 emails per month $2,400 per month More than 4,000,000 emails per month $3,500 per month One-time Service Setup Fee $22,500 Annual Service Maintenance Fee $36,000 .Standard SeA output for a=-mail Notifications is up to ten emails per second. Foster speed will require higher capacity service and will incur additional casts. •*Usage fees are paid monthly. 21 C.IVR Services(Automated Voice Dialer) Pricing Toll-Free Phone Numbers $15 per month Toll-Free Phone Numbers Connect(in-bound) $0.04 per minute Toll-Free Phone Numbers Connect(out-bound) $0.03 per minute Local Numbers $10 per month Local Numbers Connect(in-bound) $0,019 per minute Local Numbers Connect(out-bound) $0.03 per minute Programmable Call Recording Optional Feature:Recording $0.002 per minute Optional Feature:Storage $0.00I per minute per month Optional Feature:Transcription $0.07 per minute One-time Service Setup Fee Annual Service Maintenance Fee •Standard Sl.4 for IVR output is one calf per second.Foster speed will require higher capacity service and will incur additional costs. ..Usage fees are paid monthly. D. High Volume Pricing Channel Standard Premium Premium Pro Elite Enterprise Text(SMS/sec/Short code) up to 5 up to 25 up to 50 up to 100 up to 200 Voice)call per second) up to 1 up to 5 up to 10 up to 25 up to 50 Email)per second) up to 10 up to 50 up to 100 up to 200 up to 500 Monthly Fee SMS $0 $286 $442 $689 $947 Voice Cost $0 $237 $912 $2,941 $9,702 Email $0 $125 $187 $245 $478 Complete Package $0 $548 $1,389 $3,677 $11,127 Pricing for Notification Services maybe subject to change by SEW,upon thirty(30)days written notice to Client, prior to any such updated pricing taking effect,for the purposes of properly reflecting the current market rate far such Notification Services. 22 STATEMENT OF WORK - SCOPE This Statement of Work ("SOW') is executed between Smart Energy Water ("SEW') and Aqua Metric Sales Company, a dlbla of Thirkettle Corporation ("Client") effective as of December 17, 2919 and confirms our agreement that SEW will provide the implementation services set forth herein for deployment of SEW's Smart Customer Mobile -SCM® (the "Project") for the Client. 1 Software Version Scope The services in scope of this SOW are for the versions of application and other software identified below. There will be no upgrade of any of this software to a different version by either party prior to the installation of each release into production, except as specifically stated below. • SEW Smart Customer Mobile-SCM®7.5 Platform • Persona- Mass Market (Residential 1 Small Commercial) • Persona- Enterprise 1 Large C&I • Smart iQ Analytics ("SiQW) Version 7.5 Platform The scope of this project includes the following components: • Customer Web Portal and Mobile Apps - Customer-facing web portal and mobile applications for Apple iOS and Google Android (Mass Market Customers) ■ Customer Service Portal - Utility-facing Customer Engagement Analytics and Admin Portal for Utility staff • Multi Channel Notification Services - Automated campaign notifications for SMS Text, Email, Voice, and Mobile Push Any support for further upgrades of these modules (other than the installation of "patches" or "user exits" in scope to deliver the functionality stated in Sections 2 and 3 and scope of services described herein) is outside of the scope of this SOW. 2 Application Scope 2.1 Customer Portal and Mobile Apps The SCM® platform web portal and mobile applications include the following customer-facing modules: SCM Mass Market 1. My Account 2. Usage 3. Billing 4. Notifications 5. Connect Me 5. Conservation 7. Service 8. Compare 1. My Account/Portfolio 2. Usage 3. Billing CONFIDENTIAL I Page 1 of 27 4. Notifications 5. Connect Me 6. Conservation 7. Service S. Compare The table below describes the specific features in scope to meet requirements: SCM@)Mass Market # Module Features The "My Account" module allows the utility customer to manage their profile, communication preferences, and contact information in the web portal and the mobile app. The customers can see all their accounts in a single sign-on view and set preferences for each account. Specifically, the customers can: • View and manage their account information including contact details ■ Add multiple customer accounts and view rate plans • Set-up notification preferences by selecting the notification type and delivery channels including SMS text, IVR outbound dialer only, email, and mobile push alerts with the ability to add, delete, and update the contact information for each notification type and channel 1. My Account (Notification channel service activation required) ■ Configure dashboard view and application theme • Opt in/Opt out of notifications events and configure preferred time and frequency for these notifications • Manage E- Billing/Paperless Billing preferences • Set budget limit to receive real time alerts on water consumption (with AM data) ■ Manage language preferences to view information in English and Spanish(Language pack required) ■ Add and manage payment accounts for bill payment o Fill a home/business profile survey The Usage module provides the utility customer the visibility to their water usage and cost using chart displays for different periods. Specifically, the Utility customers can: • View water meter data — monthly, quarterly, daily, and hourly intervals for up to last 13 months with weather overlays ■ Access historical usage and spending for all service accounts associated with the user 2. Usage ■ View aggregated as well as individual meter consumption associated with their service accounts • View monthly water consumption in different usage units of measure and cost (dollars) • View projected water usage for current period ■ Download usage data in Excel format The Billing module allows the utility customer to manage billing and a ments functions online. Specifically, the Utility customers can: CONFIDENTIAL I Page 2 of 27 # Module Features 3. Billing ■ View current balance and bill details including all services and accounts covered in the customer's bill consistent with the billing configuration of the CIS system ■ Make one-time payment or setup scheduled payments using ACH, credit card • Store bank details/payment card details in Paymentus for recurring (automatic) payments and schedule future payment. • View their account history including bills posted and payments made on their account for last 13 months. • Download copy of their historical bills in PDF format for current plus 12 months • Connect with utility to submit billing or payment related queries • View utility payment locations to make payments in person ■ SEW agrees all current bill elements to include taxes, trash, etc are in scope for bill presentment. The Notifications module provides a central view of all notifications exchanged between the customer and the utility. Specifically, the customers will be able to: • View all notifications, alerts received from the utility 4. Notifications ■ Select and respond to a notification • View responses to the notifications sent by the customer to utility The notification/alert types will include the notification messages defined in section 5 and any ad hoc messages to selected customers The Connect Me module provides a single click option for the customer to contact utility customer service via the mobile app, text message, phone, and email. Specifically, the customers will be able to: • View all utility customer service contact options based on request type on the Mobile app and within the portal 5. Connect Me • Choose contact requests 1 reason related to billing, programs, payments etc. ■ Send a message to the utility customer service desk and receive responses in real time • View all the utility's social media accounts (on Twitter, Facebook, Google+, Instagram, and YouTube) for updates in one view within the portal and the mobile app The Conservation module displays the utility water conservation programs, rebates and savings tips with ability for the customer to view and enroll these programs using any device. Specifically, the utility customers will be able to: • View rebates and programs available • View personalized savings and educational tips based on customer 6. Conservation profile • Apply for rebates and programs by completing and submitting an electronic form (email request forwarded to customer service) ■ View home water report (updated monthly) ■ View and enroll in Water Conservation Programs (enrollment form sent to customer service via email) a CONFIDENTIAL l Page 3 of27 # Module features The Service module enables utility customers to enter and fog customer service requests, including 1) move in, 2) move out, and 3)service transfer. Specifically, the customers will be able to: ■ Submit self-service requests online and on mobile (mass market 7. Service customers only) ■ Request for turn-on, transfer, and turn-off utility services ■ Request for service transfer from existing premises to new premises • Forms will be sent to SEW CSR Admin Portal with no CIS inteciration The Compare module displays the customer's water usage compared with other similar customers. Specifically, the utility customers will be 8. Compare able to: • Self-compare their water use for the past 12 months with their historical use pattern • Com are their water use with similar households/businesses SC' CD]Enternriselt-arge C.&i # Module Features The "My Account/Portfolio" module allows the utility customer to manage their profile, communication preferences, and contact information in the web portal and the mobile app. The customers can see all their accounts in a single sign-on view and set preferences for each account. Specifically, the customers can: ■ View and manage their account information including contact details • Add multiple customer accounts ■ Set-up notification preferences by selecting the notification type and delivery channels including SMS text, IVR dialer, email, and mobile push alerts with the agility to add, delete, and update the contact 1 My Account/ information for each notification type and channel(Notification channel Portfolio service activation required) ■ Manage E- Billing/Paperless Billing preferences • Set budget limit to receive real time alerts on water consumption (with AMI data) ■ Manage language preferences to view information in English and Spanish (Language pack required) • Add and manage payment accounts for bill payment • Create portfolios of their accounts and assign access to specific portfolios to their guest users. The Usage module provides the utility customer the visibility to their water usage and cost using chart displays for different periods. Specifically, the Utility customers can: • View water meter data — monthly, Quarterly, daily, and hourly 2. Usage intervals for up to last 13 months with weather overlays ■ Access historical usage and spending for all service accounts associated with the user ■ View aggregated as well as individual meter consumption associated with their service accounts CONFIDENTIAL I Page 4 of 27 # Module Features ■ View water consumption in different usage units of measure and cost (dollars) • View projected water usage for current period ■ Download usage data in Excel format The Billing module allows the utility customer to manage billing and payments functions online. Specifically, the Utility customers can: ■ View multiple bills for separate accounts in a single tabular format including account number, amount due, due date, and bill details as available. • Pay multiple bills for separate accounts in a single transactions 3. Billing View their account history including bills posted and payments made on their account for last 13 months. ■ Download copy of their historical bills in PDF format for 12 months ■ Connect with utility to submit billing or payment related queries (routed to Customer Service via email) • View utility payment locations to make payments in Person The Notifications module provides a central view of all notifications exchanged between the customer and the utility. Specifically, the customers will be able to: ■ View all notifications, alerts received from the utility 4. Notifications • Select and respond to a notification ■ View responses to the notifications sent by the customer to utility The notification/alert types will include the notification messages defined in section 5 and any ad hoc messages to selected customers The Connect Me module provides a single click option for the customer to contact utility customer service via, text message, phone, and email. Specifically, the customers will be able to: • View all utility customer service contact options based on request type on the Mobile app and within the portal 5. Connect Me ' Choose contact requests I reason related t billing, programs, payments etc. • Send a message to the utility customer service desk and receive responses in real time ■ View all the utility's social media accounts (on Twitter, Facebook, Google+, Instagram, and YouTube) for updates in one view within the portal The Conservation module displays the utility water conservation programs, rebates and savings tips with ability for the customer to view and enroll these programs using any device. Specifically, the utility customers will be able to: fi. Conservation ■ View rebates and programs available • View personalized savings and educational tips based on customer profile • Apply for rebates and programs by completing and submitting an electronic form (email request forwarded to customer service) • View and enroll in Water Conservation Pro rams enrollment form CONFIDENT[AL I Page 5 of 27 # Module Features sent to customer service via email) 0 The Service module enables utility customers to enter and log customer service requests, including 1) move in, 2) move out, and 3yservice transfer. Specifically, the customers will be able to: 7. Service ■ Submit self-service requests online and on mobile • Request for turn-on, transfer, and turn-off utility services • Request for service transfer from existing premises to new premises (Forms will be sent to CSR Admin Portal with no CIS integration) 8. Compare • The enterprise customer can select two groups or meters and com are water use for past 13 months. 2.2 Customer Service Portal(Utility-facing Administrator Portal) The Utility facing Customer Service Web Portal capabilities will include the following utility facing modules. 1. Dashboard 2. Customer Engagement Analytics 3. Administration 4. CSR Workbench 5. Conservation 5. Notifications # Module Features The Customer Service Portal provides a configurable dashboard with visual display of key platform metrics including customer engagement metrics and transactional summary for all key business processes 1. Dashboard enabled by SCM. Specifically, utility personnel will be able to view the process KPIs and metrics for customer behavior and customer enrolment. This module provides reports and live dashboards for customer interactions. The utility personnel will be able to view reports for tracking customer activity, notification status by channel, customer browsing activity metrics, and administrative reports for daily, monthly, or date range activity for billing, usage, notification, and preference Customer management activity. Specifically, the analytics views will include: 2. Engagement ■ Customer registration and activity status Analytics ■ Customer service response metrics for various inbound notifications ■ Customer behavior metrics including login and feature clicks by browser, device, and time • Marketing banner click metrics The module provides the ability to configure the application features, user roles, and user accounts. Specifically, utility personnel will be able to: • Create and manage user roles for the application including 3. Administration granting and revoking access to specific features. ■ Create and manage utility user accounts including role assignments. ■ Mana e a iica#ion confi urations includin CONFIDENTIAL I Page 6 of 27 # Module Features o Enable or disable features in scope of the modules selected. Label, display content, and disclaimers c Workflow configurations • Create and manage multi-channel templates for customer journeys in scope. This module provides a 350-degree view of the customer profile for the utility Customer Service Reps (CSR). Specifically, utility CSRs will be able to lookup a customer and view: • All service accounts for the customer CSR—Work Usage Analytics 4 Bench • Contact information and last login status 1 online activity ■ Notification opt in status and corresponding contact details • All incoming and outbound notifications for that customer ■ Impersonation options ■ Allows program managers to set up and manage ■ Educational Tips 5. Conservation Savings Tips ■ Marketplace Items ■ Rebate Programs This module allows a utility administrator to manage the notification workflows selected by customer. Specifically, the utility CSRs will be 5. Notifications able to: ■ View all notifications/alerts sent by the utility • View responses to the notifications sent by the customer to utility and res and to customers 2.3 SiQ Analytics The Utility facing Web Portal capabilities will include the following utility facing modules. 1. Leakage Analytics 2. High Usage Analytics 3. Violations 4. Complaints 5. Home Water Reports # Module Features This module will provide automatic leakage identification based on available hourly interval meter data to enable the utility users to view the meterslaccounts where a leakage pattern is detected. Specifically, the CSRIAdmin users will be able to: • Set-up configurable flow parameters by customer class 1 Leakage (residential, SFH, etc.) to detect leaks Analytics . View meters/accounts in a tabular format where the leak has been detected • Sort the leak alerts by the leak size and meter flow to identify largest leaks • Set-up automatic SMS text, email and iVR phone alerts by customer class to notify customers where a leak has been CONFIDENTIAL I Page 7 of 27 -Ti-module Features identified (Notification service activation required and additional costa I This module provides automatic detection of high water usage patterns based on the hourly interval meter data to enable the utility users to view the meters/accounts where a high water use is detected. Specifically, the CSRIAdmin users will be able to: • Set-up configurable rules for month to month and prior year High Usage change in water use by customer Glass 2. Analytics • View meters/accounts in a tabular format where high use has been detected • Sort the high use alerts by total use to sort customers by highest usage ■ Set-up automatic SMS text, email, and IVR phone alerts by customer class to notify customers with high water use Notification service activation required and additional costapply) 3. Violations This module provides the ability to track weekly watering schedule violations for different customer sets based on configurable criteria. 4. Complaints This module provides the ability for the utility personnel to view the complaints submitted by the customer in a tabular and map view. 3 Multi Channel Notification Services The SCM& platform includes following integrated notification services which can be configured upon request for the purposes of customer alerts and notifications based on configurable workflow and decision trees. • SMS Text Messaging—Two-way ■ IVR Outbound Dialer • Email auto notifications ■ Native iOS and Android Notifications The scope for configuration of notifications/alert campaigns will be determined during the planning phase; it should be noted that the portal will function as the system of record for customer communication methods and preferences and will be required to push notices from other pieces of software via integration(this is Phase 2) Additional alerts/campaigns can be configured with additional cost. (Notification service activation requiredand additional cost apply) 4 Standard functionality An objective of the Project is to take advantage of the inherent capabilities of the in-scope SCM& modules and to implement them with only the customizations as specified in Sections 2 and 3 of this SOW. To the extent there is a need to incorporate additional functionality, SEW will assess the impact of such a requirement on the Project Plan and associated fees. Any additional functionality will be reviewed with Client for approval and will then follow the change request process as appropriate. SEW understands that there will be a phased rollout of additional functionality as part of the Ft. Worth Engagement , which will require a new project plan and associated fees for Phase 2., However scoping will be required and considered for Phase 2 as part of this SOW for Phase 1 activity. Parties agree on 5 man-days of scoping for Phase 2 . 5 Notification Workflows CONFIDENT]AG I Page 8 of 27 SEW will configure 3 workflows for text and IVR and push notifications (eg, Bill Reminder, Leak, Usage) The scope of implementation project shall include the email configuration and workflow setup for the outbound customer notifications related to Billing, Online My Account, and Service. The notifications effort will based on the number of messages selected to be implemented by the Utility beyond the notifications stated in the table below. The following notifications are included. Module Notification Email Billing eBill Ready Notification Y eBill Enroll Confirmation (Initial) Y eBill Status Update (Opt inlout) y Payment Reminder(1 day) Y Service Request Received Confirmation y Request Status Update Y Request Completed - Start Service Y Confirmation Request Completed - Transfer Confirmation Y Request Completed - Turn Off Confirmation Y My Online Account Registration Link Y Account Forgot Your Password Y Forgot Your Username y Profile Information Update Y Security Question/Answer updated Y Password updated Y Usage Alerts Enroll Confirmation y Usage Usage Threshold Alerts (triggered based on Y customer established threshold) 6 Out-of-Scope Application Modules The following Applications/Modules are out-of-scope for this SOW: Application cation Module Not in Scope Module Description Component CONFIDENTIAL Page 9 of 27 ■ • Outages ■ Smart Home All other Applications/Modules not listed in SCM ■ Electric Vehicle Section 2 (Application Module Scope) are out-of-scope for this SOW. ■ Footprint- Notifications ■ Outages All other Applications/Modules not listed in CSP • Demand Response Section 2 (Application Module Scope) are out-of-scope for this SOW. ■ CRM- ■ Agency Manager All other End Customer Personas not listed Personas in Section 2 (Application Module Scope) • Property Manager are out-of-scope for this SOW. • Segment— Provided in SCM • Customers- Provided In SCM All other Application slModules not listed in SiQ Program Management- Section 2 (Application Module Scope) are Provided in SCM out-of-scope for this SOW. • District Metering Analysis Modules listed above are considered not in scope for implementation. Later these modules can be activated and implemented by purchasing the license subscription from SEW under a separate implementation SOW. 7 Language Scope All Project activities will be performed and Deliverables will be created in English.. The customer notifications and portal/mobile labels will be configured in following languages: • English ■ Spanish (additional fee in pricing) The setup/translation of notification templates and customer facing content, as applicable, will be performed by SEW. 8 Geographic Delivery Scope All services under this SOW will be provided from multiple delivery locations including combination of ❑nsite and offsite resources. 9 System Installation and Data Integration The scope of the project includes the following key system installation and data integration activities: 1. Design, configure, and setup of integrations with the following systems: a. Client C15/Billing System: API or daily file transfer using secure FTP for billing, account balance, and customer information provided by Client's CIS provider. (Central Square) b. Meter❑ata: Monthly file transfer-based batch process using secure FTP for monthly billing reads and daily batch process for AM system reads. (Harris) CONFIDENTIAL I Page 10 of 27 C. Online Payments: Setup mobile and online payment functionality within SCM@. (Paymentus) d. Client FIDE- t rag-e- Retrieve current plus 12 months historical PDF bills from ❑ataprose. HighUlLevelArchitectur•P SEWSecure,®pen-Architecture[CIoud[E li? f40 4T- Presentment:�cl7 Web[fortalsZ Mobile[Apps0 ■ � QeliveryG ; fBCGe1$kl .. Final® Nottfirati Residentiall8 C&iEnter}arise�: PhaseAM 9 Services 5❑W® functional0 AID ArchitectureC Modules0 Payment[ ] CSPIAdminMW Ana 5erviceslA Qataffl QatabaseT Integration0 nu FortWortho `�'lS0UA � i HARRI Da#apro S se ��►►■■.. UKWMMAR E l>tir P©F�] ceoisaman�e gyay.ur Client agrees to ensure integration access with the Utility's systems identified in this section above prior to the completion of the planning phase. Any costs that may be associated for such integration relating to any agreement Client may be a party to, will be the responsibility of the Client. Integration to Client source systems and data is dependent on access to said systems, including any API allowances as applicable. It is anticipated that the SEW team will migrate existing Client data as needed to the SCM@ platform. However, any validation or cleansing of the source data is not in scope of SEW's responsibilities. The SEW team will work with the Client team to identify and catalogue the data for migration and agree upon a migration strategy. Upon completing the strategy for data conversion and migration, SEW shall be responsible for taking the data in the source format and translating/converting the data to the SCM@ platform. 9.1 Ft . Worth Requirements Mapping. Requirement SEW Module Integration Integration Phase Point T e 1 SOW Ability to create a user account and tie that account to a Utility account number within the CIS My Account Central Square Flat File X Ability to set communication preferences (preferred method of contact) My Account None None X CONFIDENTIAL I Page 11 of 27 Ability to pay a bill online via a-check or Web credit card --My Account Pa meatus Services x Ability to update their mailing address and contact information o This should be submitted back to the CIS via overnight batch M Account Central Square Flat File x Anytime a customer is filling out a form that requests their information the CIS data that has been synchronized into the portal would provide an Web autofill for the form M Account Central Square Services x Migration of current user accounts over from current H20nline portal with proper data integrity (e.g. accounts are matched 1 to 1 from current portal with no risk of mismatched ownership) Ft. Worth may choose to abandon this and have users re-register One Time anew. -My Account Centralsquare Ingestion x Ability to migrate auto- One Time -pay customers on ACH Billina Central Square Ingestion x Ability to import historic billing data for a period Central Square, One Time of 12 months Billing DataProse Ingestion x Integration with Fort Worth GIS to pull Base Maps and any other Web relevant GIS data Multiple ESRI Services x Integration with CIS to pull relevant information for customer bill displays, addresses etc. Billing Central Square Flat File x Integration with Harris MOMS to pull meter reading interval data Usage Harris Flat File x Integration with Web Pa mentus ailliling . Pa mentus Services x CONFIDENTIAL Page 12 of 27 Display of banner or large notification on customer page when customer is past due on payment. Billing_ Central Square Flat File X Display of other stored items from DataProse, such as water quality notices and billing inserts. Billing DataProse Flat File X Ingesting of 12 month historical payment data. Billi ig Central Square Flat File X Links to external Fort Worth sites on the Customer Portal login Page and within the Customer Portal. Connect Me Web Web Link X Ad va n ce d1A I to rnat ive View for CBI Customers C&I Harris Flat File X PDF Archival of Previous Bill Billi ig DataProse Flat File X Bill Estimate End of Month Usage Harris Flat Fife X Display Account Balance Billing Central Square Flat File X Compare my usage to Harris/Central myself and others Compare 5 uare Flat File X Winter Quarter Average Usage Central Square Flat File X Configurable Customer Dashboard Home Dashboard None None X One Time Current Portal Migration None Extract Flat File X Harris, Central Square, Mobile App Matching List Pa mentech X Integration Integration Phase A SEW Module Point Type 1 SOW Multiple Locations One User C&I Central Square Flat File X Multiple Users One Master Account C&I Central Square Flat File X Single Sign on Paymentus Pa mentus Billing Paymentus API X Single Sign on CSR CSR Portal Central Square X Multiple Users Monitor Same Account My Account None None X CONFIDENTIAL Page 13 of 27 Integration Integration Phase Notificatiom SEW Module Point T e 1 SOW Email My Account None None x SMS Text My Account None None x IVR Outbound Only M Account None None x Native Push Notifications My Account None None x Limitation via CIS data sync to disallow online payments from customers marked as `Cash Only' in the CIS. My Account Central Square Mulesoft Phase 2 Receive notifications based on GIS location Outa a GIS Flat File x Receive notifications based on file upload (list of addresses, list of accounts, list of meters, Central Square, etc.) To be Determined Harris Flat File x llser Alerts Connect Me Integration �n ration T Integration Phaseype SOW User Able to Enter Household Info S10 None None x User able to submit an inquiry to customer service Usa a None None x Notice to Customer Consumption Enforcement Notifications Harris None x Ability to see reports based on consumption around the AMI interval delivery Billina Central Square Flat File x Ability to see leak notifications Billing Harris Flat File x Ability to view a PDF of the actual bill (not a summary) Usage Central Square Flat File x Ability to see a summary of all billed services CSP Admin Central Square Fiat File x Month to date and year to date data comparison for the same account Usage None None x Reporting on customer utilization of the portal features to Utility employees (All metrics related to customer sign-ups, logins, feature utilization) Enterprise Portal None None x CONFIDENTIAL i Page 14 of 27 Display Account Balance Billi ig Harris Fiat File X Advanced or Alternative Commercial Account Data View Options o This would be a more granular or in-depth view for commercial and industrial accounts to ensure they could manipulate or extract the data as they wished within reason Usage None None X PDF Archival of Previous Bill (Rolling 13 Web monthsprior) Usage DataProse Service X Day to Day Bill Estimate: A tracking mechanism for the customer`from the last billing cycle to today, you would owe Y amount of money'; It's a tracking mechanism to ensure customers that set a dollar amount for their billing notifications can receive that if they're approaching it and the month isn't over et Compare Me None None X Winter Quarter Averages for Waste Water Bill Estimate Conservation Central Square Flat File X User able to view Criteria for Consumption and -Comparison Conservation Flat File X Make Suggestions for Consumption Conservaton based on Service Type Connect Me None None X -Trending Notices Usa ie and SIQ None None X Social Media Feeds Presented in Portal Usage None None X Alarm Alert Generated by Portal SEW Module Harris None X Set Consumption Alerts Harris/Central Units and Dollars Conservation Square None X Conservation Conservation Integration Integration A PSQw CONFIDENTIAL i Page 15 of 27 How to Videos Conservation CSR Config None X Preventiative Maintenance/Articles Conservation CSR Confi None X Badges/Gamifiction Conservation Conservation CSR Config None X Ability to File a complaint on a neighbor for violation of water restrictions CSR None None X My Account Utility View Customer Central Square, Accounts Included All Harris Flat File X Reset Customer Password CSR None None X Ft.Worth Brand Home Page None None X Utility Contribution Fund One Time Paymentusl Donation Billing Central S uare Flat File X FAD Section All Modules None None X Policies List Home Page None None X -Spanish Lan qua le Service None None X Mandatory terms of service Service None None X Start Service Service CSR None X Transfer Service CSR CSR None X Stop Service Service CSR None X Internal Data for Click Rates and Hot Spots CSRIAdmin Analytics None None X Phase 2 (Not in Scope Integration Integration Phase Phase 1) SEW Module Point Type 2 SOW Implement MuleSoft ESB All Mulesoft REST Phase 2 Pick your Own Due Date To Be Determined Centro! Square REST via Phase 2 (Fusion); Mulesoft Field Service IBM Maximo; Phase 2 Appointment Central Square REST via -Scheduling Service Fusion &W3 ; Mulesoft Utility Contribution Phase 2 Fund Sinn-Up To Be Determined None None Phase 2 Schedule a payment To Be Determined -Web Chat via CRM To Be Determined REST via Phase 2 Oracle CRM Mulesoft Selectron IVR REST via Phase 2 -integration To Be Determined I Selectron IVR I Mulesoft CONFIDENTIAL Page 16 of 27 Ability to Send Phase 2 Messages as updates from other Software via To Be REST via Messaging Module To Be Determined Determined Mulesoft Ability to Create Phase 2 Custom Forms for other To Be REST via software to Accept To Be ❑etermined Determined Mulesoft Web Chat Support via To Be REST via Phase 2 REST API To Be Determined Determined Mulesoft Make suggestions for To Be REST via Phase 2 Service Splits to Determined Mulesoft Customer To Be Determined IVR Integration 1 Screen To Be REST via Phase 2 Pop To Be Determined Determined Mulesoft Send Messages as To Be REST via Phase 2 Updates from other Determined Mulesoft Software via the Messaging Component Billing Ability to create Custom To Be REST via Phase 2 Forms for Customer Determined Mulesoft Response To Be Determined Add or remove services from account (trash bins, irri ation meter) To Be Determined Central S uare I Mulesoft Phase 2 10 Project Approach The project scope will be delivered in two phased releases based on the scope defined in the Sections 2 and 3 above. The project scope will be delivered using the following approach in five stages. The first stage will be common for both Phases as described above. Upon completion of the Stage 1 activities and approvals by Client, each Phase will be executed as a sub project and shall follow the approach described below starting with Stage 2 through 5. Any new requirements identified after completion of Stage 1 will scoped and delivered in a separate release after Phase 2 is completed. The table below summarizes the key stages of the project and scope of activities. Additionally, a good faith effort for scoping of Phase 2 will be made during the Stage 1 scoping for Phase 1, however it is understood that pricing for Phase 2 nor work for Phase 2 will not be delivered as part of this initial SOW. Stage 7 - Planning &Design • Project Kick Off Meeting (Onsite) — Initial kick off meeting to identify key stakeholders, establish program govemance, and agree preliminary project schedule and scope. • Fit Gap Workshops (Onsite) - Fit Gap workshops are specifically designed workshops to review all requirements, business processes, Client specific business rules and validations, as well as the user experience to align the SCM solution to the final desired solution. • Requirements Sign Off/Finalization (Onsite) - Requirement sign off and finalization is the requirement review and approval activity which is key to solidifying the scope of work and providing a check point for the project team to validate the scope of work. • Project Plan and Schedule Baseline - Project plan and schedule baseline is intended to be a review cycle for the project leadership team members to validate all scope items and schedule considerations are accounted for before commencing the next Stage of the project. CONFIDENTIAL I Page 17 of 27 • Phase 2 Sco in Only as Part of Plannin Effort for Phase 1 5 man-da s 'Stage 2—Build—Repeat for each Project Phase • Configure/Integration - Product configuration and source system integration per business requirements defined in the Project Planning/Design Stage. • Unit Testing - SCM product unit testing to ensure configuration changes are per the approved business requirements. • Environment Validation - Environment validation of integration points and environment deployment to ensure all integrations and systems are available for testing, ■ Scalability Validation - Scalability and performance focused testing within SEW environment to validate the SCM solution shall meet the ro'ected volume. Sta e 3— Test—Re eat for each Project Phase • SEW System/Quality Assurance Testing - Quality assurance testing of all defined business requirements and the designed solution to ensure end to end functionality is working as desired. • SEW Acceptance Testing - SEW acceptance testing focused on end user experience. • SEW Performance Testing - Testing conducted by SEW focused on system performance and scalability once integrated with back end legacy systems. The primary objective is to ensure the system can scale to customer adoption rates. SEW shall provide performance metrics and test results to Client. • Client Functional/User Acceptance Testing (Onsiteloffsite) - Testing conducted by Client team to confirm business requirements in scope and validate that the system is working as desired. Client User Acceptance Testing to test the end to end solution from Client's customers and Client perspective. • User Training (Onsite) - User training for Client Customer Service and internal team members on the Customer Service solution and how to best support Client Customers with the tool, Stage 4—Deploy— Repeat for each Project Phase • Product Deployment (Onsite) - Deployment of SCM and any necessary source system changes into the production environment. • Knowledge Transfer (Onsite) - Knowledge transfer of configurations required in Client systems and documentation review of changes with Client support team. • SEW Production Verification - Production environment validation of all functionality after product deployment to ensure the product was deployed successfully. ■ Client Two Day Production Verification (Onsite) — Client production verification of all functionality after product deployment to ensure the product was deployed successfully and severity 3 and severity 4 issues are resolved. Stage 5— Stabilization • Post Go Live Stabilization — Four weeks of production stabilization support prior to the Client migrating to support plan consistent with the terms of the SaaS agreement. 11 Project Deliverables The table below illustrates the activities and deliverables in scope of the Project. RACI (Responsible, # Deliverable Name Description Accountable, Consult, Inform) Stage 7 -Planning & Design CONFIDENTIAL I Page 18 of 27 i RACI (Responsible, # Deliverable Name Description Accountable, Consult, Inform) Implementatio The project schedule in a detailed MS Project SEW Creates (R) n Project file intended to properly manage the project Client Review & Schedule delivery according to plan, including all tasks Approve (A) required from SEW and Client to successfully SEW & Client Jointly complete the project as well as dependencies Manage (R) and resources accountable. Document of The DOU will include the business SEW creates (R) 2 Understanding requirements, business processes, and Client Review & (DOU) customization requirements to meet the scope Approve (A) of the oromet. Conceptual The conceptual solution architecture diagram SEW creates (RA) Solution will provide a visual representation of various Client (1) 3 Architecture systems and integration points required to fulfil the objective of the project. Stage 2—Build End User The end user training plan will confirm the SEW creates (RA) 1 Training Plan training approach, number of sessions, and Client (1) scope of training for SEW and Client. UAT Plan User Acceptance Test (UAT) plan, test scripts SEW creates (RA) and material will solidify the training approach, Client (1) 2 tools to be used during testing, and scope of the test scripts to be created bySEW. UAT SEW shall provide environments for testing. SEW creates (RA) 3 Environment Stage 3— Test Functional test The Functional Test Plan will articulate the SEW creates plan (R) plan and scope of Testing that will occur. It will include Client executes (RA) corresponding timelines, duration, participants, and the level of results stakeholder involvement required for this testing. This activity calls for the execution of Testing as per the referenced Test Plan utilizing the referenced Test Scripts. CONFIDENTIAL I Page 19 of 27 RACI (Responsible, # Deliverable Name Description Accountable, Consult, Inform) Performance The Performance Test Plan will articulate the SEW creates plan (R) test plan and scope of Testing that will occur. It will include SEW executes (RA) corresponding timelines, duration, participants, and the level of results stakeholder involvement required for this 2 testing. This activity calls for the execution of Testing as per the referenced Test Plan utilizing the referenced Test Scripts. Defects are logged and Stage 4— Deploy Deployment Plan Documented deployment preparation activities SEW creates plan (R) 1 and plan to deploy the solution into production SEW executes (RA) including all source system components and Training User training for Client Customer Service and SEW conducts training Workshops internal team members on the Customer (R) 2 Service solution and how to best support Utility Client provides facility Customers with the tool. 20 hours of total and ensure attendance sessions. Training documentation will be (RA) rovided for their future reference. Production SEW creates (R) 3 Verification Evidence that production verification has been Client review and Report successfully completed. si Hoff A Stage 5— Stabilization Support Portal Access to the support portal for tracking issues SEW provides (RA) 1 Access 11.1 Project Resources. SEW and Client will utiitize the following personnel to execute the SOW. SEW Project Personnel Ft. Worth Project Personnel Delivery Director Project Manager— Schedules/ Logistics/ Calls/ Meetings/ Communications Project Manager Network Administrator — Connectivity to Ft. Worth Product Lead System Administrator — Integration with existing backend systems Solution Engineer UAT Test Manager— Manage Ft. Worth testin Business Analyst IT Technical Specialist — Manage configurations and data mappings Product Quality Lead Business Resources — Requirement clarifications/ Sign offs Technical Lead Technical Integration Lead CONFIDENTIAL I Page 20 of 27 QA Lead 12 Schedule/Milestones The project will begin on a mutually agreed date approximately 2 weeks following the completion of all signatures on the SOW agreement. The figure below details the overall approach and the estimated duration by phase. Planning& Design g � r 1•r rStabilize FF 3 weeks 12 weeks 4 weeks 3 weeks 4 weeks The Planning and Design activities for the entire project will be completed in Stage 1. Upon completion of the Stage 1, SEW will deliver an updated project plan which shall include an updated schedule for activities and deliverables for each phase, effort, and any additional activities required due to customizations discovered during Stage 1. 13 Change Request Procedure In the event of any change to the Services or Software, either by Client's election to purchase or implement additional Software and Services, or due to changes becoming necessary in either the implementation period or at any time in the Initial or Renewed Term, a Change Request ("CR") shall be required. Such CRs shall describe the change, the rationale for the change, and the effect such change will have on the existing Software or Services (form attached hereto as Exhibit A). Provider shall then submit the proposed CR to the Client with the necessary details for review, which shall include hours of effort, resources, and schedule for implementation of such change. Client shall be responsible for reviewing the proposed CR, along with any necessary agents, employees, project managers, etc., and shall provide notice to Provider of Client's desire to proceed with or reject the proposed changes. SEW shall further specify any changes to the fees as is necessary and shall set forth such pricing changes within the CR. Additional work done beyond the amount agreed to in the applicable Statement of Work shall be performed at an agreed upon price which shall be set forth in the CR or at a minimum rate of$200 per individual per work hour. All CRs must be signed by authorized representatives from both Parties prior to the commencement of any such work as detailed in the CR. Client understands that during the testing, deployment, and stabilization of any change(s) or solution(s) described in a CR, service level agreements, if any, shall not apply. CONFIDENTIAL f Page 21 of 27 14 Deliverable Acceptance During the Testing and Stabilization phases, upon receipt by Client, the Deliverables as set forth above shall be considered to be in a hypercare state, in order to ensure such Deliverables comply with Acceptance Criteria defined hereafter. Client shall provide SEW with written notice of any such Deliverable it deems deficient or nonconforming per the Acceptance Criteria, and shall further specify the nature of the nonconformity or deficiency. Upon receipt of such notice, SEW shall promptly classify issues or deficiencies, if any, and upon correction and re-delivery of the named Deliverables, Client shall have a period of five (5) business days to report any ongoing issues or deficiencies. Failure to provide such notice for any defects in a timely manner shall deem the Deliverables constructively accepted by the Client. For any minor deficiencies (Severity 3 or Severity 4), SEW shall schedule with Client, a date by which to address and fix those deficiencies, such that any such minor deficiencies shall not delay the project plan, go-live date, or any such dates that are in place. Furthermore, in its efforts not to cause any delay of the aforementioned, SEW shall prioritize the resolution of major issues (Severity 1 or Severity 2)over that of any Severity 3 or Severity 4 issue. 14.1 Acceptance Criteria shall mean: ■ The conformity to the specifications of all Deliverables in their material respects. ■ Compatibility with, or a lack of malfunction caused when integrated with, any previously accepted Deliverable or set of Deliverables. • Proper phrasing of written Deliverables in industry standard terms or language intended to be easily understood by non-technical personnel (ie., laypersons without subject matter experience). ■ Proper formatting of Deliverables (ie., hard copies, electronic forms) according to industry accepted standards, or as mutually agreed upon by the Parties upon the completion of Planning for each Release. 14.2 Severity Level Classifications: Functional Levels: Below are the severity definitions that we will leverage throughout the pro'ect for functional issues. ■ An unavoidable error which makes a major component or the product itself inoperative ■ Entire areas of functionality are not working Critical ■ Required for initial release Severity - 1 ■ No work-around exists ■ Downstream testing not possible ■ Resolution needed ASAP • A problem which severely disables a major function of a component or the component itself • Major areas of functionality are not working Major Required for initial release Severity -2 Work around exists but may have serious resource implications • Continued downstream testing difficult. May be able to work on something else • Resolution required by date specified. If specified date in jeopardy, CONFIDENTIAL I Page 22 of 27 defect should be prioritized to critical ■ A minor functional problem or technical inaccuracy • Minor issue with functionality. Minor 0 Not necessarily required for initial release Severity - 3 . Work-around exists using existing level of resources • Downstream testing possible • A non-functional problem • Nice-to-have functionality Enhancement Not required for initial release Severity -4 . No work-around required • No impact to downstream testing Visual Levels: Below are the severity definitions that we will leverage throughout the ro'ect for Visual issues. • User is unable to complete a task. Visual, voice or tone issue detrimental to brand. Legal or licensed partner contractual issue. Critical Examples: Severity- 1 Video or image not loading correctly. ■ Misaligned dropdowns keep guest from accessing other functionality. ■ Incorrect copy or image prevents Legal/LP approval. • Major impact to guest experience. Requires heavy workaround by the user to complete a task or to understand the interface. Major licensed partner or legal feedback. Major deviation from original design. Major Examples: Severity-2 ■ Significant font inconsistency or text wrapping. ■ Page "jumps"on refresh • Misaligned Call to Actions, chevrons and links. ■ Minimal impact to guest experience. User briefly stumbles with a task in the system, but can complete with minimal effort. Minor visual Minor inconsistencies with visual style or copy tone. Severity - 3 Examples: • Incorrect button or promo color. • Incorrect or inconsistent copy with no legal or LP impact • Does not negatively impact the guest experience. Not noticed by casual user. Enhancement. Enhancement Examples: Severity -4 ■ Small spacing or padding inconsistencies as determined by creative team. • Minor font weight/color/size inconsistencies as determined by creative CONFIDENTIAL I Page 23 of 27 team. 15 Key Assumptions The following statements, which have been accepted by Client, have been made by SEW in its efforts to fulfill its obligations under this Agreement, the failure of which by Client may affect SEW's project duration timeline set forth in this Agreement. SEW has relied on the assumptions stated below in pricing, planning, and determining its approach to the Services. 1. The SOW is binding upon authorized execution, and any changes to the SOW will be provided in writing from either SEW or the Client team and approved by both teams. 2. Client will provide timely responses to SEW for any of SEW's information needs, as well as timely review of project documents provided. 3. Key personnel at Client will be made available to SEW as required during the project. 4. Client will provide onsite workspaces for SEW resources with internet connectivity as necessary. 5. SEW will utilize existing and new web service and flat file interfaces to meet the requirements stated in this SOW. 6. SEW team will migrate existing Customer Notification preference data to the SCM platform however any validation or cleansing of the source data is not in scope. SEW team will work with the Client team to identify and catalog the data for migration and agree upon a migration strategy. Upon completing the strategy for data conversion and migration, SEW shall be responsible for taking the data in the source format and translate and convert to the SCM platform. 7. The SEW validation checks will be applied at the time of loading into the staging area to confirm data was moved without error. 8. Historical Bill and any related historical data, and PDFs will be shown for current plus 12 months. 9. The payment functionality and integration, if any, will be dependent on the web service integration for online payment gateway provided by the Client's Paymentusprovider. The Client shall be responsible for coordinating the access to the APIs from payment provider. 10 Data quality and validation will be the responsibility of Client. 11. Any customization to standard features and functionality not included in this may impact budget and/or schedule. 12. Integration to source systems and data is dependent on access to said systems, including API allowances, as applicable and responsibility of the Client. 13. Standard SEW implementation and configuration is conducted primarily from SEW offices with any included on-site activities to be determined and documented during Planning Stage 1. 14. The SCM platform includes functionality for messaging/notification services including email, SMS Text, Voice (IVR Outbound Dialer) only, and push notifications. Upon activation of such functionality for Client, the SMS Text and Voice notifications shall incur additional per message fees outside the scope of pricing stated in this SOW. 15. It is essential for the Client to manage the following contingencies provided below to ensure the timely and successful implementation of the project. Any delay from the Client regarding any of the following items may have an impact on the project, including duration and schedule, resources and budget. a) Delay from Client in approving necessary documentation, artifacts, or deliverables. b) Delay or unresponsiveness from third-party service providers. cy Unavailability of Client personnel to work with SEW on the project. d) Requested information is unavailable or not provided in a timely manner to SEW. e) Client data is unavailable, missing, or incorrect. fy Environment to access the data/files is unavailable or interrupted. CONFIDENTIAL I Page 24 of 27 g) Scope changes and customizations after the execution of this SOW. 16. SEW understands that Client intends to scope new functionality as part of a 'Phase 2' rollout of the SEW portal. This functionality will require further pricing considerations and an additional SOW once scoped. SEW has made an effort to capture that intent with additional scoping efforts as part of Stage 1 Phase 1 scoping. 16 Work Effort and Fees The fees for the Phase 1 scope of work defined in this SOW are $417,500. One-Time Im lementation Fee Amount .■ Milestone Payment - $139,167 33.3% 1 Contract Signing $139,167 33.3%, DQU Signing $139,167 33.3% Stage 3 UAT Complete The fees for Training for Phase 1 are $14,400, Trainin ' ■ Percentage $14,400 Commensurate with Includes 1 trainer 100% completion of Stage 3 UAT onsite for 10 days + all p 9 materials Complete Additional Professional Services Related to Phase 1 as Required $50,000 Additional Professional Services ■ ■ ■ Percentaqe Payment $50,000 Additional Professional Services Only Billed as Requested by City of Commensurate with Ft. Worth As Required Change Requests as required. Specific fees to be agreed in CR in advance Payment Terms: Client agrees to make all payments to SEW within thirty (30) calendar days after receipt of invoice, Late invoices will incur a late payment fee of 1.5% or the maximum allowable under the law, whichever is less. If Client's account is sixty (60) days or more overdue, SEW reserves the right with prior written notice to withhold performance of its obligations under this Agreement, without liability, until such payments are paid in full. Late payment by Client on SEW invoices shall incur a late payment fee of 1.5% or the maximum allowable under the law, whichever is less. If Client's account is sixty (60) days or more overdue, SEW reserves the right with prior written notice to withhold performance of its obligations under this Agreement, without liability, until such payments are paid in full. Scope Changes: Should anything beyond SEWS control cause the above fees to exceed those stated above, SEW will notify Client in advance and obtain written approval in the form of a CR and a CONFIDENTIAL I Page 25 of 27 City Amendment Form pursuant to Section 13 above, executed by the Client's authorized signatory. Estimated Travel and Expenses: Expenses for travel, room, board, and other direct expenses incurred during implementation and/or training will be submitted to Client for reimbursement at actual cost as incurred and will be invoiced on monthly basis. 17 Acceptance and Authorization Accepted Accepted Aqua MetricSmart Energy Water . . Signature: Signature: hName: Micha�I7rwlI�rilht Name: Yasan�prakash Title: VP Operations Title: VP Operations Date: 1 7- Date: December 17, 2019 I I CONFIDENTIAL Page 26 of 27 Exhibit A -- Form of Change Request Client Name Change Summary Software Date of Request Internal ID Client CR ID Change Request Overview Pursuant to the MSA/STATEMENT OF WORK entered between Smart Energy Description Systems, Inc. dba Smart Energy Water ("SEW") and CITY/UTILITY ("Client"), Client would like to: ■ [ENTER DESCRIPTION HERE] Additional/Supplemental Information (i.e. screenshots, mock-ups, detailed requirements): Type of Change Recommended Solution ❑ Additional Modules ❑ Customization ❑ Additional Licenses ❑ Additional Services ❑ System Integration Implementation Priority El Critical ❑ High ❑ Norma! ElLow Project Impacts Level of Effort Cost (USD) One-Time Cost— The total cost of the Change Request will be invoiced upon signing. Payment will be due net-30 days from the invoice. Late Payment penalties will apply per T&Cs of the Payment Terms applicable SOW. Applicable service level agreements, if any, shall not apply during the testing, deployment, and stabilization of the change(s) or solution(s) in this Change Request. Accepted By: Accepted By:Smart Energy Water Signature: Signature: Name: Name: Date: Date: CONFIDENTIAL I Page 27 of 27