Loading...
HomeMy WebLinkAbout064424 - General - Contract - Smart Energy Systems, Inc. dba Smart Energy Water64424 City Secretary Contractl eel: SEW Contract No.: Order Form for Smart Eneray Water Cloud Services Subscription Between Smart Energy Systems, Inc. dba Smart Energy Water 15495 Sam Canyon Avenue, STE 100 Irvine, CA 92618 ('SE) And City of Fort Worth 100 Fort Worffi Trail Far Worth, TX 76102 ('Customer) 1. Oder Farm This Order Form, onco signed by SEW and Customer shall be a riming agreement for the SEW Coal Services (as comed herein) ani other produce or services set forth herein effective as of the date it s signed by Customer One °Effective Date) Customer subscribes to, and SEW will povide to Customer, the SEW Cloud Services amlor other products and services selected! in Sections 2 through 5 ofthis Order Form fa'9re Initial Tenn (as definnd began) pursued to the applicable temms am conditions of this Agreement (as defined herein)_ The table below sets forl the SEW Cbud Services purchased by Customerfor the Initial Term subject to the terms and conditions of this Agreement. Product Code I Product Name All SmartCX - Mass Market Persona CXM-10-Web I Customer Web Portal CM-10-1 CXM- My Account CM-10-2 CXM- Billin CM-103 CXM-Usaqe CXM-10A CXM-Coo are CM-104I CXM-Notifications CXM-10-7 CXM-Sconce CXM-10A CXM-Connect Me CM-10-9 CXM- Ways to Save mca Efficiency I Connec a c n Business Es rienm B -Standard BXM-10-13 BXM -Dashboard BXM-10-141 BXM-CSR BXM-10-15 I BXM-Administration EMi-edvanced AaEfti ® BXM-1616 WX Sacen /Conservaton ----Business BM1011 BXM- Notifications ® BM1019 1 BXM-Customer Al l Analytics SmartCX-Ente risas / Large CSI Persona CXE-10-Web Customer Web Portal ® CXE-1p1 CXE - My Account/P[ml lip CXE-1p2 CXE -Billi ® CXE-1 p3 CXE -ua e CXE-1 p6 CXE-Notifications CXE-117 CXE-Semce ® CXE-1" CXE-Correct Me CXE-119 CXE-Wine; to Save *a Effitlen /Conservation ® BXE-1110 BXE-Ways to Save *a Effitle /Conservation BXE-1111 BXE - Notifications BXE-1112 BXE -CSR Workbenclr BXE-1p13 BXE-Administration BXE-1115 BXE- Customer Al l Anal is Smadix ®I IX-10-3 1 IX - Leaks Anal cs ato clients only) IX-1041 I IX - Hi hUsa eAnal ics(Water clients only) OFFICIAL RECORD CITY SECRETARY Pagel FT. WORTH, TX ® —Violations antl Complaint) r11IX IX-10-8 IX —Home Water Humus Su Plan Subacri tion Su 1 Stantlartl Su rtPlan Su 2 vies antl Max Su art Plan rims a se a oNerform Subscriptions, Initial Term, and Fees The table below sets foM the type and number of SEW Court Service subscriptions purchased by Customer (as wall as the number of users authorizetl to utilize such source) for the Term. All fees set forth herein are in U S. Dollars (USD). Number of Annual Product Subscription Metric Subscriptions Subscription Fee $martCX - Mass Market Persona Meters / Active Services 278,532 $458 892 ® SmartCX - Enterprise / Large C&I Persona Meters / Active Services 25,760 $117,895 Included ® SmmtBX-Advanced Utility Users 100 (Additi0nal Users at $295 per User annual SmaNX U[il Users 100 Included! The "Initial Term' means that certain Word! commencing on December 17, 2024, through December 16, M27 SEW Smart Messaging Services The table bekrwsets forth the SEW Notification Services subscndmns purchased by Custemerforihe Term subject to the Agreement. The exed monthly and annual fees for such services are due annually in advance. Usage based fees shall be dlletl on a monthly basis. EMAIL MESSAGING SERVICE Service Price USD Description Number of Emails remium: $1 500 / month Premium: U to 1,000,001) emails r month remium Pro $2950/Month Premium Pro Up to4000000 emails rmonth :$3950/month Elko>1000000 emails rmonth Email Volume SLA cluded Standard U to 10 emails er second jElite remium:$249/month Premium_U to 50 emails rsecond remium Pm_ $349 /month Premium Pm: U to 100 emails r second lite:$449 l month Elite U to200 arms rsecond nt rise: $549 / month Enterprise Up to 500 emails per second Annual Maintenance & Support Fee S36 000 TEXT MESSAGING SERVICE Service Price USD Random Short Code $14M1/mmnh per short code Number of codes 1 In/ Outbound SMS Text Messy in 50.008/Message ® Included Standard _ Up m 5 messages per second nor short code Premium_ $449 / month per Premium_ Up to 25 messages per short cetle second Pershert cetle SMS Volume SIA Premium Pre _$549 l month per Premium Pm: Up to 50 messages per short cetle second Pershert cetle Line :$749/month per short Elite_ Up to 100 messages per semrs cetle parshort code Enterprise_ $1p49 / month per Enterprise_ Up to 200 messages per short cetle second Pershert code Annual Maintenance & Support Fee $78 000 Add -on Subscriptions The tables below set forth the type and number or atltlNonal subscriptions purchased by Custorer Additional Language Packs Desna lion Comments I Additional Terms I Count I Description Additi0nal Language Pack forSmartCX web portal This applies to Mass Market Persona only and languages Selected ® not any other personas, notifications, and/or $9,775 annually per language (discount any other services. Spanish han $19 550 Page 2 6. Terms and Conditions This Order Form is governed by and incorporates the following documents in effect as tithe Effective Date_ ThedocurneMsarelisted in order of precedence and are returretl to collectively as the Agreement' No. 1 Document This Order Fo" .Location AtlachmentA 2I General Terms and Conditions for Cloud Service Exhibit 3 1 Notification Services Terms and Conditions I Exhibit B .4 I Dana Retention Policy I .ExhibitC Additional Products and Change Requests Additional productofferings offered by SEW may only be added by a formal mRract amendment executed by botfr parties. Change requests to the current SEW platform may be agreed upon by the Parties pursuant to a separate wntten instrument and shall only he authonzed upon signature by the Customers official Contract Compliance Manager Summary of Fees The table below sets foM the annual and monthly fees for the subscriptions purchasetl by Customer in Sections 1-5. All tees set forth herein am in U S. Dallas (USD) The total annual subscription fees for the Initial Term (excluding usagebusedfees) are due upon signing and invoiced as tolbws_ • Effective Dane-$]35,362 fa the penal of December 17, 2024, through December 16, 2025; • December 17, 20M-$]35,362 far Me pond of December 17, 2025, through December 16, 2a26; • December 17, 20M-$]35,362 far Me pond of December 17, 2026, through December 16, M27. Usage-0ased fees for text messages shall be billed on a monthly basis at $0 008 per message. The other annual fees are shown in Me fable below. No. 1 .Product SmadCX - Mass Market Persona Annual Coat P58 892 2 .SmadCX- Ent se / Large C&I Persona $1178% .SmartBX-Advanced! IDa Uthly Users .Included .SmadlX 100 Utility Users .Included 3 .Email Messaging Service Annual Maintenance & Support Fee 336000 .4 .Email Number of Emsils SLA 318,000 .Email Volume SLA .Included 5 .Text Massaging Seance Annual Maintenance & Suptaxt Fee $]B 000 A .Text- Annual Randan Shod Code Fee $1400Immtlh $16800 .] Spanish Tanquare Pad 59,775 .TOTAL ANNUAL FEES(Excluding Usi eased tees $]35362 Tex[ Per message Fee jusage based fees at $0 006 par message) .Estimated annual cast $60 000 Acceptance and Authorization "'signature page follows"' Page 3 IN WITNESS WHEREOF, the parties hereto have executed this Agreement in multiples. CITY OF FORT WORTH: By: C � Name: Jesica McEachem Title: Assistant City Manager Date: 12/05/2025 VENDOR: Smart Energy Systems dba Smart Energy Water (SEW):yL/f/L^C-l6IIfl./,�I' L�!lfA6,'NLJN/S(/l14' By: mum SaM MM1u 1Nw 19, 2025125t:52 PSTI Name: carman Sandhq Title: Presidend Date: 11/19/2025 FOR CITY OF FORT WORTH INTERNAL PROCESSES: Approval Recommended: By, Name: Christopher Harder, P. E. Title: Water Director Attest: 1.^nn d M POORTgIIaA BY sae //�\ 4oyae Name: Goodall Title: City City Secretary VA,�,�+i II44 �a 6 ' Contract Authorization: M&C: 25-1085 Date M&C Approved: 11/182025 Form 1295:2025-1378821 Contract Compliance Manager: By signing I acknowledge that I am the person responsible for the monitoring and administration ofthiscontract, includingensuringall performance and reporting requirements. By; RichardL Nov19,202514:52:17 CST) Name: Richard Lisenbee Title: SeniorlTManageq Water Department Approved as to Form and Legality: By: M. KevinAnders, It Name: M. Kevin Anders, II Title: Assistant City Attorney OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX Page 4 City of Fort Worth, Texas Mayor and Council Communication DATE: 11/1825 M&C FILE NUMBER: M&C 25-1085 LOG NAME: 60 SMART ENERGY WATER (SEW) SUBJECT (ALL) Authorize Execution of a Contrail with Smart Energy Systems, Inc. dba Smart Energy Water to Continue with Services Provided to Support the Water Customer Portal in the Amount of $795,362.00 for the First Year of the Initial Tenn with Up to Two One -Year Renewal Options R is recommended that the City Council authorize the execution of a contract with Smart Energy Systems, Inc. dba Smart Energy Water to continue with services provided to support the Water Customer Portal, in the amount of $795,362.00 for the first year of the initial term, with up to Iwo (2) one-year renewal options. DISCUSSION: In 2016, the City, through a competifive bid process, entered into an agreement with Thirkettie Corporation di Aqua Metric Sales Company (Aqua Metric), which deployed the Fort Worth Water Utilitys (Utility) automated metering infrastructure. Aqua Metric entered into an agreement with Smart Energy Systems, Inc. cli Smart Energy Water (SEW) in 2019. On June 5, 2020, Aqua Metric assigned its agreement with SEW to the City of Fort Worn as City Secretary Contract No. 53986 (Agreement). SEW provides a web -based portal that enables Utility customers to make payments, view their water consumption patterns, learn about conservation programs, request services, and other features related to their water services from the Utility (collectively referred to as the "Customer Portal.") The Utility and SEW have negotiated a new agreement to continue SEWS services to support the Customer Portal far the Utility's water customers. A section 252 bid waiver has been approved by the Law Department based upon the sophisficated software integrations with the utility's current utility billing software, the payment processor, and the automated metering infrastructure. ADMINISTRATIVE CHANGE ORDER- An administrative change order or increase may be made by the City Manager up to the amount allowed by relevant law and the Forl Worth Code and does not require specific City Council approval as long as sufficient funds have been appropriated. AGREEMENT TERM - Upon City Council's approval, the initial term of the Agreement (Initial Term) became effective on December 17, 2024 and will expire on December 16, 2027, which shall be broken down into three annual segments. The annual segments and payment terms far the segments of the Initial Term shall be according to the table below. Initial Term Dates Payment Terms Segment December First Segment 17, 2024- December Amount of$795,362.00 16, 2025 December The value of the First Segment plus a Second 17,2025- percentage increase equal to the annual change Segment December in CPI plus usage -based fees (as determined by 16, 2026 the number of meters in the system) December The value of the Second Segment plus a Third 17,2026- percentage increase equal to the annual change Segment December in CPI plus usage -based fees (as determined by 16, 2027 the number of meters in the system) RENEWAL OPTIONS - This agreement may be renewed for two (2) one-year renewal options. If the City chooses to renew the Agreement, each one-year renewal option may be subject to an eight percent (8%) increase for the payment term per renewal option. This action does not require specific City Council approval provided that the City Council has appropriated sufficient funds to satisfy the City's obligations during the renewal term. This project is located in ALL COUNCIL DISTRICTS. FISCAL INFORMATION / CERTIFICATION: f he Directur of Finance certifies that funds are currently available in the current upurating budget, as appropriated, in the Water & Sewer Fund to suppurt the appruval of the dl3uve rewmmeWatiun6 and executiun of the cuntracl. Priur to any expenditure incurred, the Water Department has the responsibility to validate the availability of funds. SubmiiuLu for Citv Mai Offi --, b- r. Jesica McEachern 58U4 Oriuiiiadlw Business Uldl Heau: Chris Harder 5U2U Additional Intuirflatigg Contact: Charmaine Baylur 6829 Docusgn Envelope lD:16g0FD4&EBss-4ffXAIEGIEIW2B13B75 CERTIFICATE OF INTERESTED PARTIES FORM 1295 10f 1 Complete Nos. 1-4 and 6 if there are interested parties. OFFICE USE ONLY Complete Nos. 1, 2, 3, 5, and 6 8 there are no interested parties. CERTIFICATION OF FILING Certificate Number: 1 Name of business entity filing form, and the city, state and country of the business entity's place of business. 2025-1378821 Smart Energy Systems, Inc. Irvine, CA United States Date Filed: Name of governmental entity or state agency that is a party to the contract for which the form is 10/20/2025 bring filed. City of Fort Worth Date Acknowledged: 3 Provide the identification number used by the governmental entity or some agency to track or identity the contract, and provide a description of the services, goods, or other property to be provided under the contract. SaaS Renewal Order Form Software Subscription for SEWS SmaxtCX Mass Market, Enterprise, Notification Services, and Additional Language 4 Name of Interested Pany City,State, Country (place of business) Nature of interest (cheek applicable) Cirdrdling I Intermediary 5 Check only if there is NO Interested Party. ❑ 6 UNSWORN DECLARATION My name is and my data of birth is _ My atldre55 i5 - USA Wh) hbta) (AP cede) (moray) I declare under penalty of perjury that the foregoing is true and correct. Executed in Orange 25 County, Slits of carer` on the mN day of odour 2D (month) bear) Signature of authorrzetl agent of mdrac6rig business entity (Dederant) Forms orovided by Texas Ethics Commission www.ethics.state.bLus Version V4.1.0.f10d0fd8 Exhibit A General Terms and Conditions for Cloud Service 1. DEFINITIONS. The following capitalized terms will have the following meanings whenever used in this Agreement (as defined herein). 1.1. "Agreement" is defined in the above Order Form (as defined herein). 1.2. "Calculation Period" means that certain period commencing on the date of the most recent establishment or increase of SEW's (as defined herein) fees and ending on that certain date immediately prior to applicable price increase taking effect. 1.3. "Cloud Service" means any distinct, subscription -based, hosted, supported and operated on -demand solution provided by SEW to Customer (as defined herein) under an Order Form. 1.4. "CPI Index' means the Consumer Price Index, published by the U.S. Bureau of Labor. 1.5. "Customer' is defined in the above Order Form. 1.6. "Customer Data" means any content, data, and information that Users enter into the production system of a Cloud Service and any lower environments. 1.7. "Documentation" means SEW's then -current technical and functional documentation relating to the Cloud Services which SEW makes available to Customer as part of such service, as updated from time to time. 1.8. "Feedback" means any input, comments, or suggestions regarding SEW's business, products or services, and technology direction, and the possible creation, modification, correction, improvement or enhancement of any products or services. 1.9. "Implementation" means the process for gathering requirements, configuring, testing, training, and integrating the Cloud Services for Customer's use as set forth in a Statement of Work (as defined herein). 1.10. "IP Rights" means any and all rights, title and interest in and to the Cloud Services (including without limitation all intellectual property rights therein and all modifications, extensions, customizations, scripts or other derivative works of the Cloud Services provided or developed by SEW) and anything developed or delivered by or on behalf of SEW under the Agreement are owned exclusively by SEW or its licensors. 1.11. "Maintenance and Support" means, unless Customer is subscribing to SEW's Max Support Plan, maintenance and support which shall be performed in accordance with SEW's then -current Standard Support Plan, a current version of which is attached hereto as Appendix C. 1.12. "Materials" means any materials (including statistical reports) provided, developed or made available by SEW (independently or with Customer's cooperation) in the course of performance under the Agreement including the delivery of any support or Professional Services to Customer. Materials do not include Customer Data, Customer Confidential Information, or the Cloud Service. 1.13. "Order Form" means the above Order Form for Smart Energy Water Cloud Services Subscription to which these terms and conditions are attached. 1.14. "SEW" is defined in the above Order Form. 1.15. "Statement of Work" means a statement of work that (a) expressly references the Agreement, (b) is executed by an authorized representative of each party and (c) sets forth, at a minimum, the Implementation services to be performed by SEW and the related fees to be paid by Customer therefor. 1.16. "User' means, as applicable, individuals that Customer allows to use its accounts for the Cloud Services as permitted by this Agreement or as otherwise defined, restricted or limited in an Order Form and/or accounts registered with the Customer to use the Cloud Services either from a preexisting account or as associated with an active utility meter. 1.17. "Taxes" means all transactional taxes, levies, and similar charges (and any related interest and penalties) such as federal, state, or local sales tax, value added tax, goods and services tax, use tax, property tax, excise tax, service tax or similar taxes. KWd119111 C&II=I2,A1:y:89]=IUA=IWo 2.1. Right to Access and Use Cloud Service. Subject to the terms and conditions of the Agreement, SEW grants to Customer a revocable, limited, non-exclusive, non-sublicensable, non -transferable right to access and use (and to permit Users to access and use) the Cloud Service (including its implementation and configuration) and the Materials during the Term (as defined herein) solely for Customer's internal business operations purposes. All rights in the Cloud Services not expressly granted in this Agreement are reserved to SEW. Customer's subscription to the Cloud Services includes: (i) access to one lower tenant and one production tenant and (ii) up to four (4) data refreshes per year the lower tenant (subject to SEW's scheduling constraints). The terms and conditions of Section 3 apply only to the production tenant. 2.2. Restrictions on Use. Customer may allow its Users to use the Cloud Services for the purpose set forth in Section 2.1, and Customer is responsible for their compliance with the Agreement and the Order Form. Customer is responsible for managing its employee and/or agent accounts and their actions through the Cloud Services in compliance with this Agreement. Customer will ensure that its employees and/or agents' accounts keep their login credentials confidential and will promptly notify SEW upon learning of any compromise of User account or credentials. The terms of the Agreement shall also apply to updates and upgrades subsequently provided by SEW to Customer for the Cloud Services. Customer will not permit any third parties to access and use the Cloud Service other than Users. Usage is limited to the volumes set forth in the Order Form. Access credentials for the Cloud Service may not be used by more than one individual. Customer will monitor its own use of the Cloud Service and report any use in excess of the usage and metrics identified in the Order Form. SEW may monitor use to verify compliance with usage metrics, volumes, and the Agreement. Customer may not, and may not cause or permit others to: (a) modify, make derivative works of, disassemble, decompile, reverse engineer, reproduce, republish, download, or copy any part of the Cloud Services (including data structures or similar materials produced by programs); (b) access or use the Cloud Services to build or support, directly or indirectly, products or services competitive to SEW; (c) license, sell, transfer, assign, distribute, outsource, permit timesharing or service bureau use of, commercially exploit, or make available the Cloud Services to any third party except as permitted by the Agreement; (d) remove or modify any program markings or any notice of SEW's proprietary rights; (e) copy, rent, lease, distribute, pledge, assign or otherwise transfer or allow any lien, security interest or other encumbrance on the Cloud Service; (f) perform or disclose any Page 5 benchmarking, availability, vulnerability, penetration, network discovery, port and service identification, or performance testing of the Cloud Services without SEW's prior written approval; or (g) hack, manipulate, interfere with or disrupt the integrity or performance of or otherwise attempt to gain unauthorized access to the Cloud Services or its related systems, hardware or networks or any content or technology incorporated in any of the foregoing. Customer will (i) use commercially reasonable efforts to prevent unauthorized access to or use of the Cloud Service and notify SEW promptly of any such unauthorized access or use, and (ii) use the Cloud Service only in accordance with the Documentation and all applicable laws, rules and regulations. In addition to other rights that SEW has in the Agreement, both parties have the right to take remedial action if any of obligations in this Section 2 are violated. Customer understands that such remedial action by SEW may include suspending access to the Cloud Services. 2.3. Third Party Platforms. The Cloud Services may include integrations or exchange Customer Data with third -party systems used by Customer. Customer's use of a third -party system is governed by its agreement with the relevant provider, not this Agreement, and SEW is not responsible for third -party systems, any fees required by such third parties for access to or integration with their services, or how such providers use Customer Data. 2.4. Mobile Apps. In the event the Cloud Services include Customer Mobile Apps, as requested by SEW, Customer shall provide any information necessary for SEW to publish and maintain the Customer branded mobile apps. Users may access certain Cloud Services through mobile applications obtained from third -parry websites such as Android or Apple App Stores. The use of mobile applications may be governed by the terms and conditions presented upon download/access to the mobile application in addition to this Agreement. 3. UPDATES AND SERVICE LEVELS. 3.1. Maintenance. SEW will provide regular Maintenance and Support, including making available to Customer any modifications, bug -fixes, or security updates to the Cloud Service that SEW generally makes available to its customers, for no additional fee ("Updates'). 3.2. Service Level Availability. SEW will use commercially reasonable efforts to maintain an average monthly Availability of the Cloud Service of 99.95%. "Availability" is calculated as follows: Availability = ([number of minutes in month] - [number of minutes per month the Cloud Services is Unavailable]) /[number of minutes in month]. "Unavailable" means the Cloud Service is not available for access and use through Customer's Internet connection, excluding any performance issues: (i) caused by factors outside of SEW's reasonable control, including, but not limited to, any force majeure event or Internet access or related problems beyond the demarcation point of SEW; (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 SEW's direct control); (iv) that result from any planned maintenance as described in this Agreement or (v) arising from SEW's suspension or termination of Customer's right to use the Cloud Services. 3.3. Modifications to Cloud Services. SEW may modify the Cloud Service (including Maintenance and Support), provided that SEW shall not materially degrade the core functionality of the Cloud Service during the Term. SEW shall provide Customer with written advance notice of modifications to the functionality of the Cloud Service. 4. FEES. 4.1. Payment Terms. Customer shall pay all the fees as they become due as set forth in the Agreement. The fees set forth in the Order Form are subject to certain adjustments set forth in this Agreement, but in no event shall these fees decrease. Customer shall pay any applicable fees in full within thirty (30) days from the invoice date (unless otherwise specified in the Order Form). All fees are non-refundable except as otherwise expressly stated herein. If Customer fails to pay an invoice in accordance with the foregoing terms, Customer shall also pay (i) interest on the unpaid amount at one and one-half percent (1.5%) per month (or the maximum allowable under the law, whichever is less) SEW's invoices shall be deemed correct and acceptable to Customer unless Customer advises SEW of disputed items within thirty (30) days of receipt of such invoice. In addition to any other available remedies, if Customer's account is sixty (60) days or more overdue, SEW may (i) accelerate Customer's remaining unpaid fee obligations under an Order Form so that all such obligations become immediately due and/or (ii), with prior notice to Customer, suspend Customer's use of the applicable Cloud Service until such payments are paid in full. Customer agrees that SEW shall not be liable to Customer or other third party for any suspension pursuant to this Section. 4.2. True Up. SEW may conduct an annual true -up review comparing (i) the number of actual subscriptions in use and (ii) the number of subscriptions purchased in the Order Form and in the event the former exceeds the latter ("Additional Subscriptions'), Customer shall be required to pay for such Additional Subscriptions at the then -current rates. 4.3. Taxes. SEW's fees are exclusive of all Taxes, levies, or duties imposed by taxing authorities, and Customer shall be solely responsible for all applicable Taxes, levies, or duties in connection herewith. 4.4. Certain Adjustments. During each term year of the Initial Term upon written notice to Customer, SEW may increase the fees charged to Customer (including, without limitation, annual and monthly subscriptions, one-time, and/or volume -based fees) by a percentage equal to the change in the CPI Index. In the event this Agreement automatically renews for the initial Renewal Term (and any subsequent Renewal Term) as contemplated by Section 11.1, the then -applicable fees charged to Customer (including, without limitation, annual and monthly subscriptions, one-time, and/or volume -based fees) shall automatically and without any further action of the Parties increase by eight percent (8%). 5. INTELLECTUAL PROPERTY RIGHTS. 5.1. Customer Data. As between SEW and Customer, Customer owns the Customer Data. Customer and SEW, as applicable, will collect and maintain all personal data contained in the Customer Data in compliance with applicable data privacy and protection laws. Customer retains all rights in and related to Customer Data. As a processor of deidentified data, SEW acknowledges and agrees that it is obligated to comply with applicable law, as amended, including Chapter 541 of the Texas Page 6 Business and Commerce Code, commits to maintain and use deidentified data without attempting to reidentify the data, and shall take reasonable measures to ensure that deidentified data cannot be associated with an individual. Customer has sole responsibility for the accuracy, quality, integrity, legality, reliability, and appropriateness of Customer Data, and for obtaining all rights related to Customer Data required by SEW to provide the Cloud Services. Customer hereby grants to SEW: (a) a non-exclusive, worldwide, royalty -free, fully paid up, non-sublicensable (except to SEW's affiliates and service providers (collectively, "SEW Parties"), non -transferable (subject to Section 12.3) right and license to copy, distribute, display, create derivative works of and otherwise use the Customer Data to: (i) perform its obligations under this Agreement or any other agreement between the parties, (ii) internally improve its products and services, and (iii) create deidentified and, in accordance with applicable state law, aggregated data from such Customer Data (the "Aggregated Data"); and (b) an exclusive, perpetual, irrevocable, worldwide, royalty -free, fully paid up, non -transferable right and license to copy, distribute, display, create derivative works of and otherwise use the Aggregated Data . Customer reserves any and all right, title and interest in and to the Customer Data other than the rights and licenses expressly granted to SEW Parties in this Section 5.1. Customer acknowledges and agrees that in connection with the provision of the Cloud Services, SEW Parties may store and maintain Customer Data for a period of time consistent with its standard business processes. Following expiration or termination of the Agreement or a Customer account, if applicable, SEW may deactivate the applicable Customer account(s) and delete any data therein. Customer hereby agrees to and does grant SEW Parties: (i) the right to host, use, process, display and transmit Customer Data to provide the Cloud Services pursuant to and in accordance with the Agreement; and (iii) otherwise collect usage data and use it to operate, improve, and support the Cloud Service and for other lawful business purposes, including benchmarking and reports. 5.2. Ownership of Cloud Services. SEW owns and retains all IP Rights, title, and interest in and to the Documentation, Materials, and Cloud Services, and any professional services, design contributions, related knowledge or processes, whether or not developed for Customer (collectively "SEW IP"). Except as provided in the Agreement, the rights granted to Customer do not convey any rights in the SEW IP, express or implied, or ownership in the Cloud Services or any intellectual property rights thereto. Customer grants SEW a royalty free, worldwide, perpetual, irrevocable, transferable right to use, modify, distribute and incorporate into the SEW IP (without attribution of any kind) any suggestions, enhancement request, recommendations, proposals, correction or other feedback or information provided by Customer, or Users related to the operation or functionality of the Cloud Services. Any rights in the SEW IP not expressly granted herein by SEW are reserved by SEW. Customer recognizes that the Cloud Services and its components are protected by copyright, patent, and/or other laws. SEW grants no, and reserves any and all, rights other than the rights expressly granted to Customer under the Agreement with respect to the Cloud Services. With respect to the Cloud Service, Customer shall not (i) copy, translate, disassemble, decompile, make derivative works, or reverse engineer the Cloud Service, Documentation, or Materials (or attempt any of the foregoing); (ii) enter, store, or transfer any content or data on or via the Cloud Service that is unlawful or infringes any Intellectual Property Rights; (iii) circumvent or endanger the operation or security of the Cloud Service; and/or (iv) remove SEW's copyright and authorship notices. 5.3. Feedback. Customer hereby grants SEW a perpetual, irrevocable, unrestricted, worldwide license to use any Feedback, without compensation or any obligation to report on such use, and without any other restriction. Such rights will include, without limitation, the right to exploit Feedback in any way and the right to grant sublicenses (through multiple tiers). Notwithstanding the provisions of Article 6 (Confidential Information) below, Feedback will not be considered Customer's Confidential Information. 6. CONFIDENTIAL INFORMATION. 6.1. Confidential Information. "Confidential Information" refers to the following types of material or content one party to this Agreement ("Discloser") discloses to the other ("Recipient"): (a) any information Discloser marks or designates as "Confidential" at the time of disclosure; and (b) any other nonpublic, sensitive information disclosed by Discloser including, but not limited to code, inventions, know-how, business, technical, and financial information, or other information which should reasonably be known by the Recipient to be confidential at the time it is disclosed, due to the nature of the information and the circumstances surrounding such disclosure. Notwithstanding the foregoing, Confidential Information does not include information that: (i) is in Recipient's possession at the time of disclosure; (ii) is independently developed by Recipient without use of or reference to Confidential Information; (iii) becomes known publicly, before or after disclosure, other than as a result of Recipient's improper action or inaction; or (iv) is rightfully obtained by Recipient from a third party without breach of any confidentiality obligations. 6.2. Public Information & Nondisclosure. SEW agrees and acknowledges that Customer is subject to the Texas Public Information Act, and that Customer may be compelled by the Texas Attorney General or a court of competent jurisdiction to release information, which may include Confidential Information. Customer agrees to promptly notify SEW if it receives a request for information related to this Agreement and the Parties agree to follow the processes required by law. 6.3. Subject to applicable law, Recipient will not use Confidential Information of the Discloser for any purpose other than to exercise its rights or perform its obligations under this Agreement (the "Purpose"). Except as required by Customer's staff in connection with the Purpose (including requisite conversations with Customer's City Council and/or City Manager), Recipient: (a) will not disclose Confidential Information of the Discloser to any employee or contractor of Recipient unless such person needs access in order to facilitate the Purpose and executes a written agreement with Recipient with terms no less restrictive than those of this Article 6; and (b) will not disclose Confidential Information of the Discloser to any other third party without Discloser's prior written consent. Recipient will protect Confidential Information of the Discloser with the same degree of care it uses to protect its own confidential information of a similar nature, but with no less than reasonable care. Recipient will promptly notify Discloser of any misuse or misappropriation of Confidential Information of the Discloser that comes to Recipient's attention. Notwithstanding the foregoing, Recipient may disclose Confidential Information of the Discloser as required by applicable law or by proper legal or governmental authority. Recipient will 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 Discloser's expense. 6.4. Injunction. Recipient agrees that breach of this Article 6 may cause Discloser irreparable injury, for which monetary damages Page 7 may be inadequate, and in addition to any other remedy, Discloser will be entitled to seek injunctive relief against such breach or threatened breach, without proving actual damage. 6.5. Termination R Refimn. Upon expiration or termination of this Agreement, Recipient will return to the Discloser all copies (excepting one (1) copy archived for purposes of Recipient's back-up processes) of Confidential Information of the Discloser or certify, in writing, the destruction thereof. 6.6. 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 of its Confidential Information. 7. DATA PRIVACY & SECURITY. 7.1. Data Security. Each party will be responsible for establishing and maintaining its own data privacy and information security policies, including physical, technical, administrative, and organizational safeguards to ensure the security and confidentiality of Customer Data; protect against any anticipated threats or hazards to the security of Customer Data; protect against unauthorized disclosure, access to, or use of Customer Data; ensure the proper disposal of Customer Data; and ensure that all employees, agents, and subcontractors, if any, comply with the above. 7.2. Data Breach. SEW agrees that it will monitor and test its data safeguards from time to time, and further agrees to adjust its data safeguards from time to time in light of relevant circumstances or the results of any relevant testing or monitoring. If SEW suspects or becomes aware of any unauthorized access to any financial or personal identifiable information ("Personal Data") by any unauthorized person or third party, or becomes aware of any other security breach relating to Personal Data held or stored by SEW under this Agreement or in connection with the performance of any services performed under the Agreement ("Data Breach"), SEW shall immediately notify Customer in writing and shall fully cooperate with Customer at SEW's expense to prevent or stop such Data Breach. In the event of such Data Breach, SEW shall fully and immediately comply with applicable laws, and shall take the appropriate steps to remedy such Data Breach. SEW will defend, indemnify and hold Customer, its Affiliates, and their respective officers, directors, employees and agents, harmless from and against any and all claims, suits, causes of action, liability, loss, costs and damages, including reasonable attorney fees, arising out of or relating to any third party claim arising from breach by SEW of its obligations contained in this Section, except to the extent resulting from the acts or omissions of Customer. All Personal Data to which SEW has access under the Agreement, as between SEW and Customer, will remain the property of Customer. Customer hereby consents to the use, processing and/or disclosure of Personal Data only for the purposes described herein and to the extent such use or processing is necessary for SEW to carry out its duties and responsibilities under the Agreement, any applicable Statement(s) of Work, or as required bylaw. All Personal Data delivered to SEW shall be stored in the United States or other jurisdictions approved by Customer in writing and shall not be transferred to any other countries or jurisdictions without the prior written consent of Customer. 8. REPRESENTATIONS & WARRANTIES. 8.1. By SEW. SEW represents and warrants that it owns the Cloud Services 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 Section 8.1, SEW, at its own expense and election, will promptly take the following actions: (i) secure for Customer the right to continue using the Cloud Services; (ii) replace or modify the Cloud Services at SEW expense to make it non -infringing, provided such modification or replacement will not materially degrade any core functionality; or (iii) refund the prorated subscription fee paid for the Cloud Services for every month remaining in the Term, following the date after which Customer is required to cease use of the Cloud Services. The preceding sentence states SEW's sole obligation and liability, and Customer's sole remedy, for breach of the warranty in this Section 8.1 and for potential or actual infringement by the Cloud Services. SEW's representations and warranties herein will not apply to the extent any infringement arises out of any conditions listed in Section 9.1(a)-(f) below. 8.2. By Both Parties. Each party represents and warrants that (a) it has the full right and authority to enter into, execute, and perform its obligations under this Agreement, (b) no pending or threatened claim or litigation known to it would have a material adverse impact on its ability to perform as required hereunder, (c) the execution of this Agreement and performance of its obligations thereunder do not and will not violate any other agreement to which it is a party; and (d) this Agreement constitutes a legal, valid and binding obligation when signed by both Parties. 8.3. By Customer. Customer represents and warrants to SEW that Customer owns all rights, title, and interest in and to the Customer Data, or that Customer has otherwise secured all necessary rights, consents, and permissions in the Customer Data as may be necessary to permit the access, use, and distribution thereof as contemplated by this Agreement including its processing by SEW. 8.4. Warranty Disclaimers. Except for the express warranties in Sections 8.1 and 8.2 above, CUSTOMER ACKNOWLEDGES AND AGREES THAT THE CLOUD SERVICES AND THE MATERIALS ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS AND SEW DOES NOT MAKE ANY, AND HEREBY DISCLIAMS, ANY REPRESENTATIONS, ENDORSEMENTS, GUARANTEES, OR WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, ANY MERCHANTABILITY, NONINFRINGEMENT, TITLE OR FITNESS FOR A PARTICULAR PURPOSE AND DOES NOT WARRANT THAT THE CLOUD SERVICES WILL BE (A) ERROR FREE; (B) WILL OPERATE WITHOUT INTERRUPTIONS OR DOWNTIME. These disclaimers shall apply to the fullest extent permitted by law. SEW provides no warranty regarding, and will have no responsibility for, any claim arising out of: (a) a modification of the Cloud Services made by anyone other than SEW, unless SEW approves such modification in writing; or (b) use of the Cloud Services in combination with any operating system, hardware, software or other third -party materials not authorized or specifically forbidden in the Specifications or Documentation. SEW shall not be responsible for but shall reasonably cooperate with Customer to address any issues related to the performance, operation or security of the Cloud Services that arise from the Customer Data. Page 8 MIJb7=1JJIJIIdbf-11%dre1.A 9.1. Indemnification by SEW. SEW will defend Customer from third party claims that the Cloud Services infringes or misappropriates a third party's intellectual property right and will indemnify and hold Customer harmless from any damages, liabilities, costs, and expenses (including reasonable attorneys' fees) awarded by a court or incurred by Customer with SEW's prior written consent provided that Customer (i) promptly notifies SEW of the claim; (ii) gives SEW sole control of the defense and settlement of the claim; and (iii) renders any assistance requested by SEW in defense or settlement of the. SEW's obligations set forth in this Section 9 do not apply to the extent that any claim arises out of: (a) Customer's breach of this Agreement; (b) revisions to the Cloud Services made without SEW's written consent; (c) Customer's failure to incorporate Upgrades that would have avoided the alleged infringement, provided SEW offered such Upgrades without charges not otherwise required pursuant to this Agreement; (d) SEW's modification of Cloud Services in compliance with Customer's specifications; (e) unauthorized use of the Cloud Services by third parties; or (f) use of the Cloud Services with hardware or software not provided by or approved of by SEW. 9.2. Indemnification Procedure. If Customer becomes aware of any matter it believes it should be indemnified under Section 9.1 or Section 9.2, as applicable, involving any claim, action, suit, investigation, arbitration or other proceeding against the indemnified party by any third parry (each an "Action"), the Customer will give SEW prompt written notice of such Action. The Customer will cooperate, at the expense of the SEW, with SEW and its counsel in the defense and the Customer will have the right to participate fully, at its own expense, in the defense of such Action with counsel of its own choosing. Any compromise or settlement of an Action will require the prior written consent of both Parties hereunder, such consent not to be unreasonably withheld or delayed. 9.3. IP Indemnification. SEW 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 Customer for infringement of any patent, copyright, trade mark, service mark, trade secret, or other intellectual property right arising from Customer's use of SEW's services, or any part thereof, in accordance with the Agreement, it being understood that the agreement to indemnify, defend, settle or pay shall not apply if Customer modifies or misuses the SEW's services. So long as SEW bears the cost and expense of payment for claims or actions against the Customer pursuant to this section, SEW 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. 10. LIMITATION OF LIABILITY. 10.1. Liability Cap. UNDER NO CIRCUMSTANCES WILL SEW'S LIABILITY FOR ALL CLAIMS ARISING UNDER OR RELATING TO THIS AGREEMENT (INCLUDING BUT NOT LIMITED TO WARRANTY CLAIMS) EXCEED THE AGGREGATE FEES PAID BY CUSTOMER TO SEW UNDER THIS AGREEMENT DURING THE EIGHTEEN (18) MONTH PERIOD PRECEDING THE EVENT OR CIRCUMSTANCES GIVING RISE TO SUCH LIABILITY. 10.2. Exclusion of Consequential Damages. IN NO EVENT WILL SEW BE LIABLE TO CUSTOMER FOR ANY CONSEQUENTIAL, INDIRECT, SPECIAL, INCIDENTAL, OR PUNITIVE DAMAGES OF ANY KIND, INCLUDING LOST PROFITS OR LOST REVENUE, DATA, GOODWILL, OR REPUTATION. 10.3. Clarifications & Disclaimers. THE LIABILITIES LIMITED BY THIS SECTION 10 APPLY REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, STRICT PRODUCT LIABILITY, OR OTHERWISE; EVEN IF SEW IS ADVISED IN ADVANCE OF THE POSSIBILITY OF THE DAMAGES IN QUESTION AND EVEN IF SUCH DAMAGES WERE FORESEEABLE; AND EVEN IF CUSTOMER'S REMEDIES FAIL OF THEIR ESSENTIAL PURPOSE. If applicable law limits the application of the provisions of this Section 10, SEW's liability will be limited to the maximum extent permissible by law. For the avoidance of doubt, SEW's liability limits apply to SEW's affiliates, parents, agents, sponsors, directors, officers, employees, consultants, and other representatives. 10.4. Exceptions to Limitation of Liability. The foregoing limitations do not apply to any liability arising from (i) SEW's indemnification obligations under Section 9.1 above; (ii) death or bodily injury arising from either party's gross negligence or willful misconduct; and/or (iii) Customer's unauthorized uses of any Cloud Service. 11. TERM & TERMINATION. 11.1. Term. The Initial Term of the Agreement shall commence on the Effective Date, and unless and until terminated pursuant to the terms and conditions herein, shall continue for the term set forth in the applicable Order Form. Customer may elect to renew the Agreement for (2) two successive one (1)-year periods (each such period, a "Renewal Term," together with the Initial Term the "Term") by providing written notice to SEW at least ninety (90) days prior to the expiration of the then - current term. 11.2. Termination. Either party may terminate this Agreement: (a) upon written notice to the other party if such other party has materially breached this Agreement and fails to cure such breach within thirty (30) days of written notice; or (b) upon written notice to the other party if such other 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 (which, if involuntary, is not dismissed within sixty (60) days of its institution). 11.3. Effects of Termination. Except in connection with a termination following SEW's breach pursuant to Section 11.2, upon expiration or termination of the Agreement or any Order Form for any reason: (i) SEW may immediately cease providing the Cloud Services; (ii) any and all payment obligations of Customer under this Agreement will become due immediately; (iii) within thirty (30) days after such expiration or termination, each party will return or destroy the tangible embodiments of the other party's Confidential Information in its possession and will not retain any copies of such Confidential Information except as required to comply with any applicable legal or accounting record keeping requirement. SEW shall delete, destroy, retain, or return Customer Data as required by this Agreement or applicable law. The following provisions will survive termination or expiration of the Agreement: (a) any obligation of Customer to pay fees incurred before termination (in addition to any fees owed under Section 11.3 above, if applicable) and (b) Sections 1, 4, 5, 6, 8.3, 9, 10, 11 and 12. A termination or expiration of the Agreement does not affect other agreements between the parties. Page 9 12.1. Suspension. SEW may suspend Customer's or Users' access to, or use of, the Cloud Services if SEW believes that (a) there is a significant threat to the functionality, security, integrity, or availability of the Cloud Services or any content, data, or applications in the Cloud Services; (b) Customer or Users are accessing or using the Cloud Services to commit an illegal act; or (c) to comply with laws or regulations applicable to SEW. When reasonably practicable and lawfully permitted, SEW will provide Customer with advance notice of any such suspension. SEW will use reasonable efforts to re-establish the Cloud Services promptly after SEW determines that the issue causing the suspension has been resolved. During any suspension period, SEW will make Customer Data (as it existed on the suspension date) available to Customer. Any suspension under this Section shall not excuse Customer from Customer's obligation to make payments under this Agreement. 12.2. 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. 12.3. Force Maieure. SEW shall not be liable for loss, delay, nonperformance (including failure to meet the service level commitment) to the extent resulting from any force majeure event, including, but not limited to, acts of God, strike, riot, fire, explosion, flood, earthquake, natural disaster, epidemics or pandemics, terrorism, act of war, civil unrest, criminal acts of third parties, failure of the Internet, governmental acts or orders or restrictions, failure of suppliers, labor stoppage or dispute (other than those involving SEW employees), or shortage of materials, provided that SEW uses reasonable efforts, under the circumstances, to notify Customer of the circumstances causing the delay and to resume performance as soon as possible. 12.4. Assignment & Successors. Customer may not assign this Agreement or any of its rights or obligations hereunder without SEW's written consent. SEW may freely assign this Agreement; however, SEW agrees to give Customer 30 days' notice before it assigns this Agreement. Customer reserves the right to terminate this Agreement if SEW assigns this Agreement to an entity owned or controlled in any part by any sanctioned individual or entity by the United States Treasury Department's Office of Foreign Assets Control. 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. Subcontractors and Affiliates. SEW may use subcontractors and its affiliates in the performance of this Agreement and permit them to exercise its rights and fulfill its obligations provided that SEW shall at all times remain responsible for such party's compliance with this Agreement and for its overall performance under this Agreement. 12.6. 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. 12.7. 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. 12.8. Choice of Law & Jurisdiction: This Agreement will be governed by the laws of the State of Texas, without reference to any conflicts of law principles. The Parties consent to the personal and exclusive jurisdiction of the federal and state courts of Tarrant County, Texas. The Uniform Computer Information Transactions Act does not apply to the Agreement or to orders placed under it. 12.9. Dispute Resolution. Without limiting the Parties' rights set forth in Sections 4.1 and 11.2, if either Customer or SEW has a claim, dispute, or other matter in question for breach of duty, obligations, services rendered or any warranty that arises under this Agreement, the parties shall first attempt to resolve the matter through this dispute resolution process. The disputing party shall notify the other party in writing as soon as practicable after discovering the claim, dispute, or breach. The notice shall state the nature of the dispute and list the party's specific reasons for such dispute. Within ten (10) business days of receipt of the notice, both parties shall commence the resolution process and make a good faith effort, either through email, mail, phone conference, in person meetings, or other reasonable means to resolve any claim, dispute, breach or other matter in question that may arise out of, or in connection with this Agreement. 12.10. Conflicts. Should the Agreement conflict with any other agreements, the Agreement will govern. 12.11. Statute of Limitations. Except for claim(s) as to ownership or title to intellectual property rights, breach of the protections of the Confidential Information, the right of SEW to bring suit for payments due hereunder, or a party's failure to provide the indemnity obligations herein and its subject matter, either party must initiate a cause of action for any claim(s) relating to the Agreement and its subject matter within two (2) years from the date when the party knew, or should have known after reasonable investigation, of the facts giving rise to the claims. 12.12. 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. 12.13. Entire Agreement. The Agreement constitutes the complete and exclusive statement of the agreement between SEW and Customer in connection with the parties' business relationship related to the subject matter of the Agreement. All previous representations, discussions, and writings (including any confidentiality agreements) are merged in and superseded by the Agreement and the parties disclaim any reliance on them. 12.14. Counterparts. The Agreement may be executed in counterparts, each of which shall be an original and together will constitute a single instrument. Electronic signatures via DocuSign or any other form as determined by SEW are deemed original signatures. 12.15. Modification. Under no circumstances will the terms, conditions or provisions of any purchase order or other administrative document issued by Customer in connection to the Agreement be deemed to modify, alter or expand the rights, duties or obligations of the parties under, or otherwise modify, this Agreement, regardless of any failure of SEW to object to such terms, provisions, or conditions. 12.16. Third -Party Beneficiaries. This Agreement is for the sole benefit of the parties hereto and their respective successors and permitted assigns, and nothing herein, express or implied, is intended to or shall confer upon any other person any legal or Page 10 equitable right, benefit, or remedy of any nature. 12.17. No 6nynntt of Israel. If SEW has fewer than 10 employees or the Agreement is for less than $100,000, this section does not apply. SEW acknowledges that in accordance with Chapter 2271 of the Texas Government Code, Customer 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, SEW certifies that SEW's signature provides written verification to Customer that SEW.- (1) does not boycott Israel, and (2) will not boycott Israel during the term of the Agreement. 12.18. Prohibition on Boycotting Energy Companies. SEW acknowledges that in accordance with Chapter 2276 of the Texas Government Code, the Customer is prohibited from entering into a contract for goods or services that has a value of $100,000 or more that is to be paid wholly or partly from public funds of the Customer with a company with 10 or more full- time employees unless the contract contains a written verification from the company that it: (1) does not boycott energy companies; and (2) will not boycott energy companies during the term of the contract. The terms "boycott energy company" and "company" have the meaning ascribed to those terms by Chapter 2276.001 of the Texas Government Code. To the extent that Chapter 2274 of the Government Code is applicable to this Agreement, by signing this Agreement, SEW certifies that SEW's signature provides written verification to the Customer that SEW: (1) does not boycott energy companies; and (2) will not boycott energy companies during the term of this Agreement. 12.19. Prohibition on Discrimination Against Firearm and Ammunition Industries. SEW acknowledges that except as otherwise provided by Chapter 2274 of the Texas Government Code, the Customer is prohibited from entering into a contract for goods or services that has a value of $100,000 or more that is to be paid wholly or partly from public funds of the Customer with a company with 10 or more full-time employees unless the contract contains a written verification from the company that it: (1) does not have a practice, policy, guidance, or directive that discriminates against a firearm entity or firearm trade association; and (2) will not discriminate during the term of the contract against a firearm entity or firearm trade association. The terms "discriminate," "firearm entity" and "firearm trade association" have the meaning ascribed to those terms by Chapter 2274.001 of the Texas Government Code. To the extent that Chapter 2274 of the Government Code is applicable to this Agreement, by signing this Agreement, SEW certifies that SEW's signature provides written verification to the Customer that SEW: (1) does not have a practice, policy, guidance, or directive that discriminates against a firearm entity or firearm trade association; and (2) will not discriminate against a firearm entity or firearm trade association during the term of this Agreement. Page 11 Exhibit B Notification Services Terms and Conditions In addition to, and without limiting any of the General Terms and Conditions for Cloud Services (or, in the event Customer purchased its cloud service subscription through a SEW authorized reseller, the terms and conditions of Customer's applicable subscription agreement), the below terms and conditions apply to Customer's subscription to and SEW's provision of Notification Services. 1. Definitions 1.1. "Monthly Uptime Percentage" means the difference between 100% and the percentage of time during which the Services (as defined herein) are unavailable. 1.2. "Services" means the notification services for the Cloud Service utilized to establish contact between the Customer and Users, which include, but are not limited to, SMS text messaging, email, and interactive voice response (IVR) services. 1.3. "Cloud Services" means Customer's deployment of the Cloud Service platform, or other subscription -based, hosted, supported and operated on -demand solution provided by SEW under an Order Form. 2. Scope and General Terms 2.1. Customer shall only use the Services to use and make the Services available to Users in connection with the use of Cloud Services as contemplated in the Order Form. 2.2. Customer agrees that: a) Customer shall not transfer, resell, lease, license, or otherwise make available the Services (or Cloud Services) to third parties or offer it on a standalone basis, or make any representation, warranty, or guarantee to any User or third party on behalf of SEW. b) SEW shall be entitled to use the data provided by Customer in the manner that is necessary to provide the Services. c) Customer's use of the Services will not violate the terms of the Agreement or applicable law. d) Customer shall not use the Services or Cloud Services to create, train, or improve (director or indirectly) a substantially similar product or service. e) Customer shall not reverse engineer, decompile, disassemble, or otherwise create, attempt to create or derive, or permit or assist anyone else to create or derive the source code of any Services or Cloud Services. 2.3. SEW shall use commercially reasonable efforts to ensure the Services are available at a Monthly Uptime Percentage of 99.95%, notwithstanding any unavailability or performance issues of the Services caused by or as a result of the following: a) Factors that are outside of SEW's reasonable control, including, without limitation, any force majeure event, telecommunications provider -related problems or issues, internet access or related problems occurring beyond the point in the network where SEW maintains access and control of the Services. b) Any actions or inactions of Customer or any third party. c) Any Customer applications, equipment, software, or other technology, third party equipment, software, etc. not authorized for use with the Services. d) Routine or scheduled maintenance for which SEW will provide at least twenty-four (24) hours of notice. e) Problems or issues related to alpha, beta, or not otherwise generally available in SEW features or products. 2.4. Services shall commence at the rates and volumes selected by Customer in the Order Form. a) For the email message service, in the event that Customer exceeds the number of emails per month selected, SEW may escalate Customer to the next service tier and corresponding rates. Customer shall thereafter be invoiced according to the rates set forth for the escalated tier for the remainder of the applicable term. b) For email, text message, and voice call services, at any time Customer may contact SEW to request that its service level be lowered to a lower tier provided however that Client may only make such a request once during any twelve (12)-month period. Customer shall not be entitled to any credits or refunds for unused volumes (regardless of moving between service level tiers). 3. Warranty and Liability 3.1. DISCLAIMER OF WARRANTY. THE SERVICES ARE PROVIDED "AS -IS," EXCLUSIVE OF ANY WARRANTY, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FORA PARTICULAR PURPOSE, NONINFRINGEMENT, OR ANY OTHER WARRANTY, WHETHER EXPRESS OR IMPLIED. SEW DOES NOT WARRANT THAT THE SERVICES ARE OR WILL BE ERROR FREE.WITHOUT LIMITING THE FOREGOING, SERVICES MAY BE SUBJECT TO LIMITATIONS OF THE TELECOMMUNICATIONS PROVIDER, HOSTING ENVIRONMENT, DELAYS, INTERNET SERVICE PROVIDER, THIRD PARTIES, ACTIONS OR INACTIONS OF THE CUSTOMER, AND OTHER PROBLEMS INHERENT TO THE USE OF MASS -MARKET NOTIFICATION SERVICES AND ELECTRONIC COMMUNICATIONS. SEW IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, DELETIONS, LOSS OF DATA, DATA CORRUPTION, THIRD -PARTY PUBLICATION, OR OTHER DAMAGES RESULTING FROM SUCH PROBLEMS NOT CAUSED BY SEW OR OUTSIDE OF SEW'S REASONABLE CONTROL. TO THE EXTENT SUCH DISCLAIMER CONFLICTS WITH APPLICABLE LAW, THE SCOPE AND DURATION OF ANY APPLICABLE WARRANTY WILL BE THE MINIMUM PERMITTED UNDER SUCH LAW. SEW SHALL NOT BE LIABLE AND WILL HAVE NO OBLIGATION TO INDEMNIFY CUSTOMER FOR USER DATA OR ANY OTHER PERSONALLY IDENTIFIABLE INFORMAITON SENT TO SEW. 3.2. Recordings and Communications Monitoring. In the event Customer records or monitors any SMS messages, IVR communications, or other communications using the Services, then Customer represents and warrants that it shall comply with all applicable laws prior to doing so at all times. SEW makes no representations or warranties with respect to recording or monitoring telephone calls/IVR communications, SMS messages, or other communications, and recommends that Customer always secure prior consent to record or monitor communications using the Services. 4. Additional Terms 4.1. Short Codes. If Customer utilizes a short code with SEW as a part of the Services, Customer: a) Shall not change the short code use case without first having such new use case approved by SEW or the applicable provider. b) Shall stop sending additional messages to any party that replies by texting "STOP" (or the equivalent) to the short Page 12 code, except for a single text message confirming that such party has been successfully opted out of the short code. c) Shall follow all applicable rules, regulations, laws, statutes, or guidelines set by state, local, or federal legal authorities, or as imposed by SEW or its affiliates, providers, etc. pertaining to the use of short codes or voice recordings. Page 13 Exhibit C Data Retention Policy 1) Data Retention Policy a) Introduction i) Smart Energy Water ("SEW")'s policy is to maintain complete and accurate records of the specified types of data set forth in the tables below ("Data") of Customer and its Users, for the duration described in the respective table below for historical reference, contractual or legal requirements, or for any other purposes as set forth in this Data Retention Policy (this "Policy"). The types of Data stored and applicable durations for each type, described in the respective tables below, are the standard retention periods. SEW offers to store Data for extended periods at an additional cost. ii) Data retention may include paper and electronic records, documentary materials, Customer Data, personally identifiable information, billing records, usage information, etc. Such information is 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 applicable retention period, such data shall be destroyed, deleted, or otherwise disposed of according to standard industry guidelines and in compliance with legal requirements, except for those records pertaining to the subject or any claim or litigation or which are anticipated to be the subject of reasonably foreseeable investigation, claim, or litigation. Customer may request a certificate of destruction. b) Definitions i) "Audit Logs" means recordings of key system events, timestamps, and other similar records that maintain evidence of any processes or activities. ii) "Billing Data" means information regarding the billing information of customers, including credit card information, security codes, expiration dates, billing addresses, names of customers, etc. iii) "Billing Summaries" means information regarding the costs or charges relating to a customer's usage of utilities maintained over monthly billing periods. iv) "Customer Data" means personally identifiable information of a Customer's users, which may include name, address, personal Usage information, etc. v) "Notifications" means logs of the information events (email, IVR, SMS text messaging) sent by Customer and received by a User. vi) "Outages" means logs of outage events reported via OMS to the Services, by either the Customer, or if approved, or the User. vii) "Retention" means storage of Data on either local, cloud -based, or archive storage or servers. viii) "Usage" means any customer's use of a utility as tracked and maintained by the Services. ix) "User Behavior" means the interaction of Customer's customers on the portal or mobile application, which may include log -on periods, active periods, interactions with particular modules, clicks, etc. c) General i) SEW will ensure that Data is adequately protected and maintained, and additionally, that such Data is properly disposed of in accordance with generally accepted data retention practices and applicable law. ii) SEW shall not use Customer Data except as necessary to provide the Services, or as permitted by the Agreement, or as necessary to comply with the law or binding order of a governmental body.SEW agrees to keep all Customer Data confidential, subject to and in accordance with applicable state law. d) Cloud -Based Storage i) In maintaining the Data, SEW shall utilize its cloud -based storage solutions to store and display Data. SEW shall utilize industry standard methodologies to ensure business continuity, continuous retention for the applicable periods, data recovery, and availability for its Users. e) 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) is recorded nightly, and full Data backups are 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. f) Destruction and Purging of Data i) Customer Data and other personal or confidential data shall be disposed of according to methodologies agreed upon by the parties in writing. 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 or by an internal or external service provider employed for the purposes of such proper and compliant disposal of Data. v) Unless a different retention period is specified in the tables below, Data which has been inactive for a period of twenty-four (24) months shall be deleted. g) Litigation or Investigation i) In the event that SEW becomes involved in any litigation or business event that requires access to Data, such Data may need to be archived beyond its active use or as required by law. ii) Documents shall be retained in the event that they are subject to matters under investigation or those that are subject to any claim or litigation, or those matters that are anticipated to be the subject of reasonably foreseeable investigation, claim, or litigation. h) Retention Summary Page 14 SEW, for the Wrposes of historical reference, contractual or legal requirements, or other requirements as a part of its delivery add maintenance of Services or Cload Services to Customer, shall retain the following types of Data for the demons set fiM, add pumuaM to the terms set forth in this Data Retention Polity. The following table shall apply for my SmadCX product licensed by Customer Data Type Description Duration in Months Usage Monthly Read 24 Daily Read 12 Houdy Read 6 5a 1ninMe Read 3 BillingDataISumm OverviewMPost Dills 24 User Behavior User Interactions wNr Portal 12 Notifications Text Message, NR Email Logs 6 PuditL a Timestam s Recordings of Key Events 6 Bill PDF Store a -MiTon Feature a Outs se HisIrry of Reinuffird Outages 12 Page 15 SEW Standard Support Plan Contents 1. Standard Production Support Plan............................................................................................................................................ 3 2. Support Plan Overview............................................................................................................................................................. 3 3. Incident and Problem Management, and Service Levels........................................................................................................... 3 4. Incident Prioritization and Response SLAs............................................................................................................................... 4 5. Incident Reporting.................................................................................................................................................................... 4 6. System Maintenance................................................................................................................................................................ 4 7. Device and OS Support ............................................................................................................................................................ 5 8. Third Party Vendor Support and Troubleshooting Services....................................................................................................... 5 9. Support Contact Information..................................................................................................................................................... 5 10. Support Hours of Operation...................................................................................................................................................... 5 December 2023 Smart Energy Water Standard Support Plan No part of this document may be reproduced or transmitted in any form or by any means for any purpose, without the express written approval of Smart Energy Water. All other company or product names are mentioned for identification purposes only and may be trademarks of their respective owners. 2 1. Standard Support Plan This Standard Support Plan covers the engagement metlel, roles, nrspansibilmes, and service level expectations far the production support of Smart Energy Water (SEW) products for its customer ("Customer. Support Plan Overview a) Production support begins at the end of the 30-day stabilisation Period frllow ing G Live for any SEW Cloud Services antl continues far the duration of the term of Customers subscription far such Cloud Service_'Coltve" means that at a certain time when, after the implementation or the Cloud Service far Customer, the Cloud Service can be usetl by Customer for processing real date in live operation made and for running Customers internal business operations. fill SEW will provide support to Customers designated business asdacts or other Infomatim Technology centacds in efforb; to aid and better equip such persons in assisting Customers end users. c) Incident reporting is available (wady -four (24) hours a clay, seven (7) days a week, and 365 days a year To report an incident, please Wet help for SEWs online ticketing management system, email su000rt(otsew.ai, or call 1877- 400-70T/ to be connected with a live agent. d) Live support shall be paraded during SEWs normal business hours identified in Section 10 e) Upon receipt d an incident report. SEW shall provide an initial response to Customer to promptly start the resolution process for the reported matter These responses will be provided within the designated response time identified in Section 4. Such responses will acknowledge the reportetl incident, include information about criticality classification, and/or request more information 0 Once an issue has been identified and a Potential fix is made available in the User Acceptance Testing EUAT') environment, SEW will notify Customer's designated! pant of contact we SEWs online ticketing management system used to submit Me initial talked Within five (5) business days of such communication, Customer shall provide SEW with Me approval necessary to move the personal fix into Customers production environment at a mutually agreed date antl time Once the fix resolves the reportetl issue the ticket will be closed g) In the event a Customer fails to respond whin We (5) business clays after which a potential fix is made available and notice has been provided via SEWs ticketing management system, the Issue shall be modest as an "Abandoned Support Ticket". Customer will incur a $1950 fee_ Any fidure tickets opened by Customer will be only addressed! after providing approval or cancelation dthe Abandoned Support Ticket 3. Incident and Problem Management, and Service Levels Levels 1 and 2 Support — Customer's Responsibilities Customer is responsible for managing all business -related tasks of the Cloud Service related to Customers business, such as: (a) Supportend usersantl manage their cases_ This indWtl searching for known sdubons in available: documentation antl liaising with SEW in the event of new problems; M) Manage background jabs and the distribution of business tasks across users (it available){ (c) Manage and monitor connections to Customers third -party systems(d available), and (d) Support the adoption ache Cloud Service. Level 1 support is managed by Customers customer service representatives and the first level of contact for Customers end users. Level 1 requests may include basic application navigation, functionality or heaters explanations, usemame and aceswod management, pn:limiery troubleshooting, and general issue anaysis_ Level 2 support is managed by Customers customer service representatives anchor its applicable Information Technology staff (including, but not limited to application subject matter expert, system administration or technical support teams) antl the second level centrecl for items which are escalated tram Level 1. Level 2 matters may inclutle assisting unresoNetl Level 1 Support issues, preliminary technical huubleabaotirg, lacked IP ado ess resets, antl other elevated administrative functions. In addition to providing Level 1 and Level sagest, Customer shall also: (a) Provide (mining to Customer personnel (e.g, customer service representatives) to manage all Level 1 and Level support matters; and M) Fallow proper escalation procedures horn Level 1 to Level 2 and Level 2 to Level 3_ Level 1 support shall not be escalated to Level direc0y Level Support —SEW Responsibilities SEW shall be responsible far (a) Maintaining processes and/or authorized user domnnoddim for SEW Chad Services and informing Customer d such processes and documentation in odor far Customer to be able to resolve owned Level 1 and Level 2 issues without requiring a transform specialved application support. M) Provide Level support (as contemplated below), when engaged through the proper channels (only by Level personnel)_ Level 3 support is managed by SEW antl includes support for items which am properly ¢wadded from Level 2 and may include advanced technical and system atlminisbalion responsibilities and/or matters requiring application IN, database access, or other coderelatedtroubleshooting. SEW will manage Level support. Specifically, SEW will: (a) Communicate with Customer's Level 2 personnel electronically or via help saw aai incidentmanagementsysfem; (b) terminal status uptlatesto Level 2 personnbl and otheraumorized users during incident resolution we incident management system; and, (c) Perform cerective action or provide fix as applicableto cure the broader! incident 4. Incident Prioritization and Response SLAB SEW provides Service Level Agreements ("SLAs°) for Level 3 support issues to ensure timely responses to such incitlents based an aiticalily and impact_ The Initial Reaction Time, in which SEW will provide an initial response, is based on the severity or aRicali y of an incident (according to the below incident classifications and commons) _ SEWS in0lal ruefulness may include an ack rmaletlgement of the incident, provide a tracking number, andlor seek additional intamretian Incident Classification, Definition 8 SLA An incident is Critical if the problem has serous consequences to normal business or Information Technology processes related to con: business processes and businesssritical work cannot be perms med and no workaround is available. It is generally caused by the fallowing circumstances: A productive service is completely unavailable or inaccessible to all rsus, Critical • The imminent system Go Live or upgrade of a production system carried 1 Hour be completeQ (2411) • Majority or all Customers or Users experience a major issue, system down or ontage that has stopped or prevents a key business process from taking place e case requires immediate processing because the ma8uncern may carve Isenoust issues_ An izident is Non -Critical tt L is minimally restricting normal business Numbers or may net be a bmmoss+xitical inatlenL It is generally oramcterizetl as • System is available and working however a minor bug or issue has been unheated! or discovered 4 Business Daysutines 4 Non -Critical Incident does net slap the rear from performing daily business ro Bus TPM CST) to the availability of tunxrtiorulity, or the availability of a temporary a reasonable wariu murtl • A minor visual or cosmetic problem on the user interface or a minor error in tlorumentation or message displayetl MI other matters, intlutling: Other Questions, ctaif�tiore, anNmrgeneral inquiries WA • Feature enhancement Password resets how to clownlaatl feature explanation, etc Incident Reporting To report an incident, Customers authorized Level 2 support personnel may submit a ticket using one of the fallowing mellmds: at he�i, or • email vmmrtGti=ev ai, IN ADDITION, TO REPORT AND SUBMIT A "CRITICAL" INCIDENT, CUSTOMER'S REPRESENTATIVE SHALL CALL 1-871-400- 7077 (US Toll Free) AND REGISTER THE INCIDENT WITH SEWs LIVE -AGENT Before reporting an intltlent to SEW for Level 3 Support, Customers Level 2 personnel should collm l as much of the following information possible and submit the falbwing details. Incident type(bug,lose ctfuxliarely. question) Product and specific module (a g., SCM, My Account rotluke) • Desorption of the incident/ issue including steps taken to reproduce the issue • Steps to reproduce the issue (and reproducibility of the issue) Date and time of incident Proposetl criticality of the incident (Central, NonXmical, orOther) Affected platforms (e.g, web portal, mobile) Number of users impacted • Platform antllar dome type (a g, iPad Air) • OS and OS version hOS 12, Armed O (Onor) can be found in device settings) Atfactr scroensfwts of Me ems (0 available) SEW System Maintenance The primary point-0fconfacl her the ongoing maintenance and support of the application is Customers relationship success manager System maintenance is an undesired but necessary function Many IMormation Technology system_ SEW may, at Rs discretion, schedule a system maintenance window, during which time normal production services may net be available. Planned system maintenance windows will be mutually agreed to with Custamer (usually during project implementation)_ Whenever passible, SEW will attempt to sctredule planned system maintenance windows to contacts wilh Customers awn IMmmation Technology system maintenance windows and after midnight (12 a0 a in ) Pacific Time There may be some instances where updates may be required immediately or within a very short timeframe (a g_, to maintain the security or functionality M SEW applications and services)_ In such cases, SEW will mtity Customers designated poiMdconfact and will work with Customer to implement the necessary changes at the sorriest, normally favorable time. SEW will promptly notify Customers designated poutoicmtact M any anticipated downtime and provitle confirmation once full functionality is restored. Utility end customers attempting to reach the web portal URL or Ing into the mobile application during a planned or unplanned system maintenance window will receive a message substantially similarto_ "Oursfte is currently unavailable while we perform maintenance east system upgrades We mmogae for any mooneemerv.o caused anal appreciate yourpmence. Please by again st a later time." Support Exceptions SEW shall use commercially reasonable efforts to identify a root cause and provide technical solutions therein for any reported bugs, defects, issues, etc., providetl that the Cloud Services am net otherwise impaired at the start of the therrcurrent service teen and has been popedy maintained by Customer in accordance with SEWS policies. SEW is net required to support its Cloud Services in Me following (or substantially similar) circumstances: • Issues originating from operating systems or hardware or dowser versions that am no longer supported by their manufacdredcirators or are no larger supported by SEW_ Where mmrs are a result of misuse, abuse, negligence, or improper utilization of any or all parts of the Cloud Services. • Where Cloud Services am hundred, amended, unusual or changetl by any party oherthan SEW or is authorized! agent • Where Cloud Services are changed or atered or enhaneed, and such changes, alterations, or enhancements are p:rtametl by SEW specifically for Customer. • Where the root cause behind the incident is not a ma0 inctian but missing functionality (development request)_ Where issues are a result M mechical failure, interim connections problems, any issue related to data including but not limited to: data input, output, imegmy, storage ow backup, and any and all other external or infrsslmcture-relatetl problems, and any and all circumstances under Customers commit or Rs mWonsithaity. Thine Party Vendor Support and Troubleshooting Services If SEW or Customer identities or reports an incident that reasonably necessitates thin party vendor intervention, SEW may charge Customer additional fees if addltional troubleshooting support is requested and approved Example: Third party vendor's hardware is not properly configured to run SEWapplicatims cod encomia operability requires technical support recourses ham the thodparty SEWmay interface directly with thadparty at Customer's diroclion ifCuslomer does act wish to manage the issue themselves Support Contact Information 10_ Support Hours of Operation • Incident internal is available twenty-four (24) hours a day, seven (T) days a week, and W5 days a year To report an incident, visit help ai ticketing management system, email supDO10senaai, or call "NJIO0.7OR • CRITICAL Incidents as classified! by SEW am supported twenty -fear (24) hours a day, seven (T) days a week, and W5 days a year. • NONCRITICAL Incidents as classified by SEW are supported during SEW Business Hours, which are 9:00 a.m. to 7:00 p.m. Central Time, Monday Through Friday (excluding holidays) FORT WORTH. City Secretary's Office Contract Routing & Transmittal Slip Contractor's Name: Smart Energy Systems, Inc. dba Smart Energy Water Subject of the Agreement: vendor will continue the services provided to support the Water Customer Portal. M&C Approved by the Council? * Yes ® No ❑ If so, the M&C must be attached to the contract. Is this an Amendment to an Existing contract? Yes ❑ No If so, provide the original contract number and the amendment number. Is the Contract "Permanent"? *Yes ❑ No If unsure, see backpage for permanent contract listing. Is this entire contract Confidential? *Yes ❑ No ® Ifonly speck information is Confidential, please list what information is Confidential and the page it is located. Effective Date: 12/17/2024 Expiration Date: 12/16/2027 If diereni from the approval date. If applicable. Is a 1295 Form required? * Yes ® No ❑ *If so, please ensure it is attached to the approving M&C or attached to the contract. Project Number: If applicable. *Did you include a Text field on the contract to add the City Secretary Contract (CSC) number? Yes ® No ❑ Contracts need to be routed for CSO processing in the following order: 1. Katherine Cenicola (Approver) 2. Jannette S. Goodall (Signer) 3. Allison Tidwell (Form Filler) *Indicates the information is required and if the information is not provided, the contract will be returned to the department. Routing and Transmittal Slip DOCUMENT TITLE: Smart Energy Systems, Inc. dba Smart Energy Water TO: ROLE: APPROVER INITIALS: William Bailey, IT Manager, Water Department Approver wU Rick Lisenbee, Sr. IT Manager, Water Department Signer Harman Sandhu, President, SEW Signer Shane Zondor, Assistant Director, Water Department Approver Jan Hale, Deputy Director, Water Department Approver _m Chris Harder, Director, Water Department Signer Kevin Anders, Assistant City Attorney Signer Jesica McEachern, Assistant City Manager Signer Katherine Cenicola, Assistant City Secretary Approver ,ec Jannette Goodall, City Secretary Signer Allison Tidwell, Lead Admin Assistant, City Secretary's Office Form Filler Charmaine Baylor, Sr. IT Business Planner, Water Department Acceptor EXPLANATION Please review and approve/sign the agreement between Water and Smart Energy Systems, Inc. dba Smart Energy Water (SEW). SEW will continue the services they have provided in support of the Water Customer Portal. This initial term will be back dated to December 17, 2024 and end on December 16, 2027. There are two one-year renewal options. The spending authority for the initial year shall be $795,362.00. Subsequent renewals will equal the value of the initial year plus a percentage increase equal to the annual change in CPI, plus usage -based fees, as determined by the number of meters in the system. If you have any questions, please email richard.lisenbee@fortworthtexas.gov. Charmaine Baylor Sr. IT Business Planner, Water IT Water Department Phone: (817) 392-6629