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HomeMy WebLinkAboutUTILIWORKS CONSULTING, LLC.INSURANCE ON FILE, WORK MAY PROCEED IINTIL INSURANCE EXPIRES A-2019-066 CLERK' DATE'. , 2019 EEMENT TO PROVIDE PLANNING AND IMPLEMENTATION SERVICES FOR THE AUTOMATED METER INFRASTRUCTURE PROJECT THIS AGREEMENT is made and entered into this 7th day of May, 2019 by and between UtiliWorks Consulting, LLC ("Consultant"), and the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California ("City"). RECITALS A. On September 11, 2018, the City issued Request for Proposal No. 18-064, by which it sought a consultant to provide professional planning and implementation services for the City's Automated Meter Infrastructure Project, by which the City intends to to convert existing water meters to "smart" meters based on new available technologies. B. Consultant submitted a responsive proposal that was selected by the City. Consultant represents that it is able and willing to provide the services described in the scope of work that was included in RFP No. 18-064. C. In undertaking the performance of this Agreement, Consultant represents that it is knowledgeable in its field and that any services performed by Consultant under this Agreement will be performed in compliance with such standards as may reasonably be expected from a professional contracting firm in the field. NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms and conditions hereinafter set forth, the parties agree as follows: 1. SCOPE OF SERVICES Consultant shall perform the services that were described in the scope of work that was included in RFP No. 18-064 and as more specifically delineated in Consultant's proposal, which is attached as Exhibit A and incorporated in full. 2. COMPENSATION a, City agrees to pay, and Consultant agrees to accept', as total payment for its services under this Agreement, the rates and charges identified in Exhibit B. The total sum to be expended under the term of this Agreement, including any extension periods, shall not exceed $896,530. This sum is comprised of (1) the base amount of $815,027 and (2) a 1011/o contingency in the amount of $81,503 for additional services at the City's sole discretion. b. Payment by City shall be made within forty-five (45) days following receipt of proper invoice evidencing work performed, subject to City accounting procedures. Payment need not be made for work which fails to meet the standards of Page 1 of 69 performance set forth in the Recitals and Scope of Work, which may reasonably be expected by City. 3. TERM This Agreement shall commence on the date first written above and terminate on May 6, 2023, unless terminated earlier in accordance with Section 17, below. The term of this Agreement may be extended for a one-year period upon a writing executed by the City Manager and City Attorney. 4. PREVAILING WAGES Consultant is aware of the requirements of California Labor Code Section 1720, et seq., and 1770, et seq., as well as California Code of Regulations, Title 8, Section 16000, et seq., ("Prevailing Wage Laws"), which require the payment of prevailing wage rates and the performance of other requirements on "public works" and "maintenance" projects. If the services being performed are part of an applicable "public works" or "maintenance" project, as defined by the Prevailing Wage Laws, and the total compensation is $1,000 or more, Consultant agrees to fully comply with such Prevailing Wage Laws. Consultant shall defend, indemnify and hold the City, its elected officials, officers, employees and agents free and harmless from any claim or liability arising out of any failure or alleged failure to comply with the Prevailing Wage Laws. 5. INDEPENDENT CONTRACTOR Consultant shall, during the entire term of this Agreement, be construed to be an independent contractor and not an employee of the City. This Agreement is not intended nor shall it be construed to create an employer -employee relationship, a joint venture relationship, or to allow the City to exercise discretion or control over the professional manner in which Consultant performs the services which are the subject matter of this Agreement; however, the services to be provided by Consultant shall be provided in a manner consistent with all applicable standards and regulations governing such services. Consultant shall pay all salaries and wages, employer's social security taxes, unemployment insurance and similar taxes relating to employees and shall be responsible for all applicable withholding taxes. 6. OWNERSHIP OF MATERIALS This Agreement creates a non-exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Consultant under this Agreement ("Documents & Data"). Consultant shall require all subeonsultants to agree in writing that City is granted a non-exclusive and perpetual license for any Documents & Data the subconsultant prepares under this Agreement. Consultant represents and warrants that Consultant has the legal right to license any and all Documents & Data. Consultant makes no such representation and warranty in regard to Page 2 of 69 Documents & Data which were provided to Consultant by the City. City shall not be limited in any way in its use of the Documents and Data at any time, provided that any such use not within the purposes intended by this Agreement shall be at City's sole risk. 7. INSURANCE Prior to undertaking performance of work under this Agreement, Consultant shall maintain and shall require its subconsultants, if any, to obtain and maintain insurance as described below: a. Commercial General Liability Insurance. Consultant shall maintain commercial general liability insurance naming the City, its officers, employees, agents, volunteers and representatives as additional insured(s) and shall include, but not be limited to protection against claims arising from bodily and personal injury, including death resulting therefrom and damage to property, resulting from any act or occurrence arising out of Consultant's operations in the performance of this Agreement, including, without limitation, acts involving vehicles. The amounts of insurance shall be not less than the following: single limit coverage applying to bodily and personal injury, including death resulting therefrom, and property damage, in the total amount of $1,000,000 per occurrence, with $2,000,000 in the aggregate. Such insurance shall (a) name the City, its officers, employees, agents, volunteers and representatives as additional insured(s); (b) be primary with respect to insurance or self-insurance programs maintained by the City; and (c) contain standard separation of insureds provisions. b. Business automobile liability insurance, or equivalent form, with a combined single limit of not less than $1,000,000 per occurrence. Such insurance shall include coverage for owned, hired and non -owned automobiles. C. Worker's Compensation Insurance. In accordance with the California Labor Code, Consultant, if Consultant has any employees, is required to be insured against liability for worker's compensation or to undertake self-insurance. Prior to commencing the perfomlance of the work under this Agreement, Consultant agrees to obtain and maintain any employer's liability insurance with limits not less than $1,000,000 per accident. d. If Consultant is or employs a licensed professional such as an architect or engineer: Professional liability (errors and omissions) insurance, with a combined single limit of not less than $1,000,000 per claim with $2,000,000 in the aggregate. e. The following requirements apply to the insurance to be provided by Consultant pursuant to this section: (i) Consultant shall maintain all insurance required above in full force and effect for the entire period covered by this Agreement. (ii) Certificates of insurance shall be furnished to the City upon execution of this Agreement and shall be approved by the City. Page 3 of 69 (iii) Certificates and policies shall state that the policies shall not be cancelled or reduced in coverage or changed in any other material aspect, by consultant, without thirty (30) days prior written notice to the City. (iv) Consultant shall supply City with a fully executed additional insured endorsement. If Consultant fails or refuses to produce or maintain the insurance required by this section or fails or refuses to furnish the City with required proof that insurance has been procured and is in force and paid for, the City shall have the right, at the City's election, to forthwith terminate this Agreement. Such termination shall not affect Consultant's right to be paid for its time and materials expended prior to notification of termination. Consultant waives the right to receive compensation and agrees to indemnify The City for any work performed prior to approval of insurance by the City. 8. INDEMNIFICATION Consultant agrees to defend, and shall indemnify and hold harmless the City, its officers, agents, employees, consultants, special counsel, and representatives from liability: (1) for personal injury, damages, just compensation, restitution, judicial or equitable relief arising out of claims for personal injury, including death, and claims for property damage, which may arise from the negligent operations of the Consultant or its subconsultants, agents, employees, or other persons acting on their behalf which relates to the services described in section l of this Agreement; and (2) from any claim that personal injury, damages, just compensation, restitution, judicial or equitable relief is due by reason of the terms of or effects arising from this Agreement. This indemnity and hold harmless agreement applies to all claims for damages, just compensation, restitution, judicial or equitable relief suffered, or alleged to have been suffered, by reason of the events referred to in this Section or by reason of the terms of, or effects, arising from this Agreement. The Consultant further agrees to indemnify, hold harmless, and pay all costs for the defense of the City, including fees and costs for special counsel to be selected by the City, regarding any action by a third party challenging the validity of this Agreement, or asserting that personal injury, damages, just compensation, restitution, judicial or equitable relief due to personal or property rights arises by reason of the terns of, or effects arising from this Agreement. City may make all reasonable decisions with respect to its representation in any legal proceeding. Notwithstanding the foregoing, to the extent Consultant's services are subject to Civil Code Section 2782.8, the above indemnity shall be limited, to the extent required by Civil Code Section 2782.8, to claims that arise of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Consultant. 9. INTELLECTUAL, PROPERTY INDEMNIFICATION Consultant shall defend, indemnify and hold harmless the City, its officers, agents, representatives, and employees against any and all liability, including costs, and attorney's fees, for infringement of any (Jnited States' letters patent, trademark, or copyright contained in the work product or documents provided by Consultant to the City pursuant to this Agreement. Page 4 of 69 10. RECORDS Consultant shall keep records and invoices in connection with the work to be performed under this Agreement. Consultant shall maintain complete and accurate records with respect to the costs incurred under this Agreement and any services, expenditures, and disbursements charged to the City for a minimum period of three (3) years, or for any longer period required by law, from the date of final payment to Consultant under this Agreement. All such records and invoices shall be clearly identifiable. Consultant shall allow a representative of the City to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement during regular business hours. Consultant shall allow inspection of all work, data, documents, proceedings, and activities related to this Agreement for a period of three (3) years from the date of final payment to Consultant under this Agreement. 11. CONFIDENTIALITY If Consultant receives from the City information which due to the nature of such information is reasonably understood to be confidential and/or proprietary, Consultant agrees that it shall not use or disclose such information except in the performance of this Agreement, and further agrees to exercise the same degree of care it uses to protect its own information of like importance, but in no event less than reasonable care. "Confidential Information" shall include all nonpublic information. Confidential information includes not only written information, but also information transferred orally, visually, electronically, or by other means. Confidential information disclosed to either party by any subsidiary and/or agent of the other party is covered by this Agreement. The foregoing obligations of non-use and nondisclosure shall not apply to any information that (a) has been disclosed in publicly available sources; (b) is, through no fault of the Consultant disclosed in a publicly available source; (c) is in rightful possession of the Consultant without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently developed by the Consultant without reference to information disclosed by the City. 12. CONFLICT OF INTEREST CLAUSE Consultant covenants that it presently has no interest and shall not have interests, direct or indirect, which would conflict in any manner with performance of services specified under this Agreement. 13. NOTICE Any notice, tender, demand, delivery, or other communication pursuant to this Agreement shall be in writing and shall be deemed to be properly given if delivered in person or mailed by first class or certified mail, postage prepaid, or sent by fax or other telegraphic communication in the manner provided in this Section, to the following persons: To City: Clerk of the City Council City of Santa Ana 20 Civic Center Plaza (M-30) Page 5 of 69 P.O. Box 1988 Santa Ana, CA 92702-1988 Executive Director Public Works Agency City of Santa Ana 20 Civic Center Plaza (M-21) P.O. Box 1988 Santa Ana, CA 92702 To Consultant: UtiliWorks Consulting, LLC 2351 Energy Drive Suite 1010 Baton Rouge, LA 70808 A party may change its address by giving notice in writing to the other party. Thereafter, any communication shall be addressed and transmitted to the new address. If sent by mail, communication shall be effective or deemed to have been given three (3) days after it has been deposited in the United States mail, duly registered or certified, with postage prepaid, and addressed as set forth above. If sent by fax, communication shall be effective or deemed to have been given twenty-four (24) hours after the time set forth on the transmission report issued by the transmitting facsimile machine, addressed as set forth above. For purposes of calculating these timeframes, weekends, federal, state, County or City holidays shall be excluded. 14. EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between the City and Consultant regarding the subject matter herein, and supersedes any and all other agreements, oral or written, between the parties. In the event of a conflict between the terms of this Agreement and any attachments hereto, the terms of this Agreement shall prevail. This Agreement may not be modified except by written instrument signed by the City and by an authorized representative of Consultant. The parties agree that any terms or conditions of any purchase order or other instrument that are inconsistent with, or in addition to, the terms and conditions hereof, shall not bind or obligate Consultant or the City. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which are not embodied herein. 15. ASSIGNMENT Inasmuch as this Agreement is intended to secure the specialized services of Consultant, Consultant may not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the City and any such assignment, transfer, delegation or subcontract without the City's prior written consent shall be considered null and void. Nothing in this Agreement shall be construed to limit the City's ability to have any of the services which are the subject to this Agreement performed by City personnel or by other consultants retained by City. Page 6 of 69 16. WAIVER No waiver of breach, failure of any condition, or any right or remedy contained in or granted by the provisions of this Agreement shall be effective unless it is in writing and signed by the party waiving the breach, failure, right or remedy. No waiver of any breach, failure or right, or remedy shall be deemed a waiver of any other breach, failure, right or remedy, whether or not similar, nor shall any waiver constitute a continuing waiver unless the writing so specifies. 17. TERMINATION This Agreement may be terminated by the City upon thirty (30) days written notice of termination. In such event, Consultant shall be entitled to receive and the City shall pay Consultant compensation for all services performed by Consultant prior to receipt of such notice of termination, subject to the following conditions: a. As a condition of such payment, the Executive Director may require Consultant to deliver to the City all work product completed as of such date, and in such case such work product shall be the property of the City unless prohibited by law, and Consultant consents to the City's use thereof for such purposes as the City deems appropriate. b. Payment need not be made for work which fails to meet the standard of performance specified in the Recitals of this Agreement. 18. NON-DISCRIMINATION Consultant shall not discriminate because of race, color, creed, relation, sex, marital status, sexual orientation, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, training, utilization, promotion, termination or other employment related activities or in connection with any activities under this Agreement. Consultant affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. 19. JURISDICTION -VENUE This Agreement has been executed and delivered in the State of California and the validity, interpretation, performance, and enforcement of any of the clauses of this Agreement shall be determined and governed by the laws of the State of California. Both parties further agree that Orange County, California, shall be the venue for any action or proceeding that may be brought or arise out of, in connection with or by reason of this Agreement. 20. PROFESSIONAL LICENSES Consultant shall, throughout the term of this Agreement, maintain all necessary licenses, permits, approvals, waivers, and exemptions necessary for the provision of the services hereunder Page 7 of 69 and required by the laws and regulations of the United States, the State of California, the City of Santa Ana and all other governmental agencies. Consultant shall notify the City immediately and in writing of its inability to obtain or maintain such permits, licenses, approvals, waivers, and exemptions. Said inability shall be cause for termination of this Agreement. 21. MISCELLANEOUS PROVISIONS a. Each undersigned represents and warrants that its signature herein below has the power, authority and right to bind their respective parties to each of the terms of this Agreement, and shall indemnify City fully, including reasonable costs and attorney's fees, for any injuries or damages to City in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. b. All exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this Agreement. IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. ATTEST. Norma Mitre Acting Clerk of the Council APPROVED AS TO FORM SONIA R. CARVALHO City Attorney By: 7 n M. Funk , Assistant City Attorney FOR APPROVAL Executive Public We CITY OF SANTA ANA KRISTINE RIDGE City Manager CONSULTANT f -MIN PIA, Page 8 of 69 v 1. Cover Letter 11, W11, To: Cesar Barrera, P.E. City of Santa Ana Public Works Agency From: Kody Salem, Principal UtiliWorks Consulting, LLC RE: Request for Proposals (RFP) for AMI Planning and Implementation Consultant UtiliWorks Consulting, LLC (UtiliWorks) appreciates the opportunity to submit this proposal in response to the RFP issued by the City of Santa Ana (City, Santa Ana) to provide advisory services related to advanced metering infrastructure (AMI) solution design and optimization, procurement, and system deployment oversight. We acknowledge we have received Addendums 1,2, and 3. UtiliWorks offers professional services to assist utilities in the evaluation, design, procurement, and implementation of AMI and smart metering solutions. This is the exclusive focus of our company. in that regard, we are interested in this opportunity, as we believe that we are uniquely positioned to guide the City regarding its AMI implementation initiative. We understand that the City has conducted an initial study to determine AMI feasibility for its approximately 45,000 customers and is seriously considering the execution of a "Design, Build, Run, and Transfer" model for its AN implementation. We applaud the City's initiative to increase efficiencies and provide excellence in utility operation and customer service. We are confident that the City's AMI initiative is an excellent fit for our services and the long-range solutions that must be developed. We would like to highlight the key areas we believe differentiate us from other firms. Evidence supporting these points has been provided throughout this proposal. These key differentiators are: 1. A Taitored Solution for Your Unique Environment. In performing our initial engagement with the City, we plan to utilize a comprehensive approach in developing a detailed implementation plan and analyze how an AMI implementation can positively impact each department, not solely focusing on the meter -to -cash functions. As part of our regular engagements, UtiliWorks helps our clients determine which technology applications make sense for their unique environments. This includes budgeting, planning, selection of the appropriate technology, and providing implementation support and oversight. Working in conjunction with utility personnel, our team can create an optimum solution for the City because we do not associate our recommendations with a particular technology, and we have no vendor affiliations. This allows us to independently guide utilities towards a "best -fit" solution without outside influence. Although independent, our executives at our firm have strong working relationships and direct access to top level personnel at AMI vendor organizations. This helps to expedite resolution of any Issues that may arise during a 21Page project. Our team also has a robust pricing database which further assists in developing estimates and negotiating the most favorable terms possible for our utility clients. 2. Agile and Adaptable Consulting Firm that Specializes in this Market Space We are a smaller, highly -focused company with subject matter experts who have deep roots in the AMI market. Being a smaller consulting firm focused on AMI, we typically have a lower cost compared to large multi -national engineering firms. We will provide the City and its members full access to our senior staff and executives. We have excellent client references from utilities who desire a more agile organization with a tailored delivery strategy. Our team is known for our "hands-on" experience with technology, vendors, and owners in both pilot and full deployment environments. You will see evidence of our work with virtually all the leading vendors in this space. We believe our team has more true deployment experience (versus theoretical understanding) than any other consulting firm in this sector. Our references are the best way to confirm this. 3. Industry Recognition: Our staff have worked on many advanced metering engagements on behalf of utility clients over the past 13 years, and we are very familiar with utility operations across all functional areas. By utilizing a strategic approach which includes public outreach and benefits verification, we have assisted our clients in receiving industry accolades. These include: a. Orangeburg Department of Public Utilities, SC ("Best Smart Infrastructure Project of the Year", CS Week 2015) b. Albuquerque Bernalillo County Water Utility Authority, NM ("Best Smart infrastructure Project", CS Week 2013) c. City of Ruston, LA ("Smart Grid Project of the Year", Utility Automation and Engineering T&D Magazine, 2010) d. City of San Marcos, TX ("Best Smart Infrastructurel Grid Project", CS Week 2010 and "AMI Project of the Year", DistribuTECH 2O09) Many of our clients have been featured in both international trade journals and local newspapers based on the success of their automated metering projects. We are very proud of our clients' accomplishments and will always seek to gain them the recognition they deserve. We are very excited about the opportunity to work with the City. We think you will find that our firm's personnel and experience exceed all minimum consultant requirements as listed in the RFP. We are confident that our team will connect with the City of Santa Ana in a cost- effective way that will yield great results. Respectfully submitted, Kody Salem Principal UtiliWorks Consulting, LLC lcsatem@utiliworks.com 2351 Energy Drive Suite 1010 Baton Rouge, LA 70808 P (615) 375-6396 F (225) 612-6404 31Page 2. Table of Contents 1. Cover Letter......................................................................................... 2 2. Table of Contents.................................................................................. 4 3. Agreement Statement............................................................................. 4 4. Executive Summary ................................................................................ 5 5. Company Information.............................................................................. 9 FirmExperience....................................................................................... 9 TeamExperience.....................................................................................10 6. Technical Approach...............................................................................12 ProjectMethodology.................................................................................12 Scopeof Services.....................................................................................14 Mobilization and Project Kickoff................................................................14 Stateof Industry Review.........................................................................14 Requirements Workshop..........................................................................14 ImplementationPlan..............................................................................15 StaffingPlan.......................................................................................15 RFPDevelopment..................................................................................15 RFPAdministration................................................................................16 ResponseEvaluation Support....................................................................16 Contracting i3 Negotiations Support............................................................16 Implementation Program Management.........................................................16 Implementation Program Management Optional Services ................................... 17 Schedule............................................................................................... 20 7. References.........................................................................................21 Pastand Present Clients............................................................................21 ClientReferences....................................................................................27 8. Fee Proposal.......................................................................................30 9. Appendix............................................................................................31 TeamResumes........................................................................................31 ExecutedForms...................................................................................... 38 3. Agreement Statement We are in concurrence with the terms in the standard agreement provided in RFP as ATTACHMENT 2 and take no exceptions. 41Page 4. Executive Summary It is UtiliWorks' understanding that the City of Santa Ana has already taken steps to assess the feasibility of AMI technology for its customers, including related operational technologies, such as Meter Data Management (MDM) software. By refining an AMI system solution with UtiliWorks, the City wilt be able to better realize the project objectives outlined in the City's 2016 feasibility report: providing higher levels of customer service and water usage information to enable water conservation by customers, and improving the water system operations and efficiency, Through our experience interacting with utilities, vendors, and our own research, we have gathered a wealth of information of various AMI technologies. Our understanding provides valuable insight to the best suitable AMI technologies for the City's specific situation and needs. Provided below is an example knowledge capture work product of water AMI solutions in a matrix form. We are familiar with all major water AMI technology vendors while maintaining vendor -neutrality. Figure 7 - UrifiWorks AMI Vendor Moirix Because technology and services in the industry have grown since the time the City's feasibility report was commissioned, UtiliWorks is able to leverage its experience in AMI procurement, contracting, and deployment to engage in knowledge -share with the City and fill in gaps regarding AMI solutions. Using our institutional knowledge, UtiltWorks is well -prepared to make recommendations to City on all aspects outlined in the City's RFP, including: A. Smart Metering Technology B. Data Collection Network C. Communication Method D. System Mead -End Control Computer and Software E. Meter Data Management Software F. Endpoint Installation 51Pade G. Hosting H. Staffing Considerations for Smart Metering Technologies I. Schedule J. Preparation of Solicitation Documents K. Installation/Implementation Period Project Management Each of the above items will be thoroughly addressed (and always are addressed) during the tasks in our proven 'UtiliWorks Advantage' approach detailed in Section 3 of this proposal. Prior to solicitation for an AMI solution, UtiliWorks will memorialize all recommendations and decisions in a formal implementation plan. This plan will serve as the driving reference document throughout AMI procurement and implementation. UtiliWorks can help the City navigate the procurement process, allowing the City's AMI Committee to design and optimize a solution that fulfills the City's unique needs. UtiliWorks has a wide range of subject matter experts (SMEs) who have helped define the technical requirements and specifications of clients' systems and have created "Capabilities Workbooks" for vendors to fill out alongside their proposal submittal. These workbooks allow clients to itemize and prioritize specific functional criteria and evaluate vendor proposals on a granular Level. A sample workbook excerpt is shown below. City of Wwrence Requiremenu and G abilities• AMI System detailed Red.10 ta'i ill nd Ira • e : Pdanl `: N tl A 'an dog ram! N ' .m¢�MIS era ag WW slgmhcandy, limp the know, of water meters met the Cry ran nsmil, Spedfy tranas(nwdde of water meters than me fishy wheal AM1 1 !animal with still System It there are am/ meter llMbtiood with acquired CuneMaase ,elffI vendor models, Inese should by listed W veres, aM ail yearm s the, are not lvncdcol W OU your AMI Sol �deet oil .",.bid federal, Stale and 1.1 regulatory requirements ina, Unlmbut not IlMled toWidely, Amarcen Watt, Association Go..[ AM 2 AWWAI, National Ele[tne Safety CWa: jNEX), federal Requlred Potu mre Saxe ommunl[adoni CanM551m IE[Gi, and aredtan Nadmal gp ehis Sgmnimanas lnt General"I 3 Wile heC MIIId¢aditil.,him Utility, SCADA, Public MNWu tithe, RF a olnergf [ommunl[alion;x fdm, gequlrea MWId[atlon General AMl A (�Mt system thimy l to to Idamiped by AMI eenace. The Ciry's iCADA[nmmunicadmu wilt not be used foriA ddhdul RetainedThiN PaMSystem' General AMl 5 Ilnl Gel ldend dilhomR en emay wo,R Re ulmid cmewhiaanon GimencIAMI a d1holma4leall,istion, Nice to Lit, ot o a Genud AMI T Predide. p(pMBI1111e Rid ngS tA'M1andlle dCempllLR lntna Event Ored convert commentator with meters 1, sown. ,al[em NdM AovYde a method of obtaining readings by vehidell wmobile GeneMAM R ap EOIlvttolx In lM1e evm111tetl netwolk(ommuel[atlFl lMtlrs lS With m M[e to Xaue led. monogramming of to. remolaly lv+a>We2ld We tM AMI General AMt 5 r rmed, List meter brands far which your AMI system Whom gequ!red womens. the mete aal. GenetalAMl dngai failures shall the detecte4 logged and decades W All headend trimareadisted Includin istromlAM 10 Cdbcoud v1,,falhoo disdained Lomond AM 11 End &W.!aline la aired General AM 12 intensity Handed, middle fallum Regained Gmemi 13 Times echrommadon ialure Re d Gen IAM " Declines stop egoggled Rallied Gampt AM 15 Million, 4gum Remained tanned Mt 16 ConmuNeadgm Use failure giddied General A 1 17 ,Maine a Solar town cactshe for[odecom, EM e aenepl All R loomet interval does collected for meaau.d mdurt Ra uipd Figure 2- Urini le rfequireni and Capabilitfcs Screen Clip UtiliWorks is experienced in developing such deliverables for a number of smart metering technology components, including: AMI networks, MDM Systems, water meters, installation processes, and metering equipment. 61Page UtiliWorks will be able to provide assistance in development of a Request for Proposals (RFP) package, as well as solicitation of proposals, addressing vendor questions, preparation of and participation in pre -proposal and shortlist meetings, and technical and cost evaluation. Post -procurement, the installation of AM] equipment/software(s) usually involves multiple vendors, with several moving parts. We have the program management expertise to manage all these variables. By combining our team's wealth of industry knowledge, the application of Project Management Institute (PMI) best practices, and a hands-on approach, we help to manage, and effectively reduce, the City's overall program risk while ensuring successful outcomes. Having managed many similar projects and the associated vendors who will be involved, we are keenly aware of the field construction/installation requirements as related to site and structural conditions/inspections, traffic flow, and overall project safety concerns. Our scope of services is designed around a proven, phased -based approach. This approach is perfectly suited to manage the City's proposed "Design, Build, Run, and Transfer" business model, providing structure, as well as well-defined evaluation and exit criteria. We will work on your behalf, "as an extension of your staff," ensuring your interests are the primary focus throughout the effort. Our ultimate goal is to facilitate the best -quality AMI solution on time and on budget. Our appointed Project Manager (PM) will work with the City's PM to develop a detailed project plan, which is used to guide and control all tasks and services associated with the smart metering project. The project plan identifies each individual task via a detailed work breakdown structure that includes the level of effort required to complete tasks, timeline for completion of tasks, dependencies (predecessor and successor relationships), responsible party (vendor, client, etc.), and current status of each task. 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InulmS MOMS t®e 'urea Laloln8 :, 4Vn1A5 lmquAi 'ierWE 1-M05 WM411N11 '!e"PIXt.mpkn IWWAl M1.011. 9pA 'P4110.piey�nwn lNp.r.lion Arl�l>j14 11w1quM ¢s0 Ryure 3 - Cxorupfe Roiled -up Project Plan In being tasked with day-to-day vendor management, we lessen the burden on your organization and free up your resources. As the supporting project manager, we will provide vendor contract administration and management services. We will review all vendor invoices and compare the proposed payment request to the contracted milestones. Another key role as your project manager is to create and maintain open communications among all stakeholders. Our project manager will lead formal, recurring status meetings with the core 7 1 P a g e team members to ensure that the project tracks to the milestones set forth in the project plan. Additionally, we are in constant communications with various project participants, following up on action items, work products, and fielding questions on a daily basis. Our team will provide structured oversight of activities to ensure that all project components are executed in a timely, organized fashion and completed to the project definition and expectations. We will work together with the City to institute an overall Quality Management program for the deployment, allowing for smooth transfer of ownership of the system to the City. Each project participant will have specific roles and responsibilities as it relates to the overall quality program. Figure 4 - QAIQC Model Management responsibility encompasses establishing a high-level presence and environment to facilitate activities and a fundamental commitment to quality. Each vendor will be responsible for quality control efforts as it relates to its contracted scope of work. In addition to implementation program management to support the "Design, Build, Run, and Transfer" model, we have provided optional pricing for services that can accommodate any level of deployment support needed. We are able to provision service for: • Proof of Concept Planning • Systems Integration Oversight • Training Oversight • Testing Oversight • Business Process Re -engineering • Communications Campaign • Full Deployment Quality Assurance/Quality Control • Data Optimization To support the City in its AM] initiatives and to facilitate the activities described herein, we have outlined a technical approach that focuses on network delivery of utility data and business work flow changes that will drive performance throughout the organization. The services requested by the City fit squarely into our service model, with a clear path of progression. 81Page 5. Company Information Firm Experience UtiliWorks is a privately held company. We have approximately 24 full-time employees and 5 part-time employees. Please see below for the UtiliWorks Consulting profile. NNEEMMMEIENN� 2351 Energy Drive Contact: Dale Pennington Contact Suite 1010 Phone: (225)766.4188 Information Baton Rouge, Louisiana 70808 Fax: (225) 612-6404 Website: www.utiliworks.com Email: dpennington@utiliworks.com Business Utility -focused professional services firm Focus, Advanced metering and associated technology design and deployment Attributes Project management and implementation support Company Founded:2005 FEIN:20.5167904 Information Limited Liability Company DUNS: 825164713 • Feasibility Studies - Strategic Planning . Financial Modeling and Data Analytics • RFP Services Development and Procurement • Business Process Re -Engineering • Systems Design and Integration • Program Management • Communications - Expert Witness Testimony Revenue Assurance � Grant Writing and Reporting • Rate Studies Together with our clients, UtiliWorks advances business and technology solutions Company which strategically enhance utility operations. We focus on the delivery of your Mission technology system and the requisite business process changes that will drive performance throughout your organization. • Corporate Office in Baton Rouge, Louisiana Location . Associate offices in California, Florida, Illinois, Indiana, Kansas, Minnesota, Nevada, New York, North Carolina, Ohio, South Carolina, Tennessee, Texas, and British Columbia Chase Bank Banking 451 Florida Street, 7`" floor, Suite 726, Baton Rouge Louisiana 70801 Attention: Michelle Boudreaux Phone:(225) 332-7718 Insurance Juban Insurance Group and 4319 Bluebonnet Boulevard, Baton Rouge Louisiana 70809 Bonding Attention: Dave Peek Phone:(225) 291-0405 Graves-Cartey, LLP 2137 Quail Run Drive, # B, Baton Rouge, Louisiana 70808 Legal Attention: Allen Graves Phone:(225) 757.7676 Fax:(225) 757.1771 9 1 P a g e UtiliWorks has worked across the United States and abroad with utilities in their advanced metering infrastructure (AM]) initiatives. Since our founding in 2005, we have had over 80 clients (both past and present). The breadth of our experience and speak to UtiliWorks' ability to provide benefits for our clients regardless of their geography or topology. Our recommendations are informed by a detailed review of your utility's service area and unique characteristics. We have served 14 clients specifically in California, including: • Alameda County Water District, CA • Azusa Light and Water, CA • City of Buena Park, CA • City of Oceanside, CA • City of Riverside, CA Team Experience • City of Roseville, CA • City of Santa Rosa, CA • City of Signal Hilt, CA • Long Beach Water Department, CA • North Marin Water District, CA The core team proposed below has experience in RFP development, project planning and deployment program management. UtiliWorks has strong client references and testimonials to support our value during each of these phases. Our unique qualifications include: True field deployment experience versus theoretical understanding, as compared to other consulting firms. Complete end -to -end capabilities to address all components of an AM[ deployment project, beginning with AMI planning/feasibility study and procurement, leading into deployment planning, systems integration, installation inspection, quality control, business process re - engineering, customer engagement/communications and overall project management. Body Salem Executive Sponsor -------------- Don Rankin I I Parvathl Murals Water Operations SME MOM, IT/OT $ME A brief synopsis of the proposed team members' background and percentage of time allocated to the project is provided below. Full resumes can be found in the Appendix. 101Page Name, Title, and Background and Skills " % Time Location pevotetl to Project - Range Reflects`. Various' . Project Phases Kody Salem . UtiliWorks Consulting Principal 5 Principal, UCAiWorks ° Provide support and executive oversight on for utility technology initiatives such as Smart Grid/AMI and Executive Sponsor SCADA systems Location: Nashville, • Over 27 years of technical operations and TN management experience • Background in radio frequency, instrumentation, and controls technologies Nicole Griffin . Project Management Institute (PMI) certified Project 10-15 Manager and Black Belt in Six Sigma Program Manager , Performs industry research, preparing critical Location: Baton documentation including in-depth reporting, Rouge, LA performing feasibility studies and developing communications campaigns for utility clients Involved in various UtRiWorks projects with similar services to what is proposed for ACSA, including Fort Worth Water Department TX, Sewerage and Water Board of New Orleans LA, Alameda Municipal Power CA, City of Killeen TX, Orangeburg Department of Public Utilities SC, City of Ruston LA Bret Vander Relth • Mr, Vonder Reith brings over 25 years of project 5040 management, information systems development and Project Manager application integration experience for a variety of Location: Encinitas industries to include Utility customers. CA i Bret's background includes over 20 years as an Information Technology data integration specialist and consultant. • Bret is a proven leader, successful at leading complex projects and achieving organizational goals and objectives. Bret is a certified Project Management • Professional (PMP) with the Project Management Institute, Joe Kelly . Over fourteen (14) years of project management, 10.20 installation and consulting experience for utility Metering/Deployment customers SME . Over eight (8) years as an installation contractor in Location: Laughlin, the AMI field for water, electric and gas utilities NV • Involved in various UtiliWorks project providing guidance on AMI deployment projects 11 1 Page Name, Title, and Location Background and Skills %Time Devoted to Project - Range Reflects Various Project Phases Don Rankin • Electrical Engineer and experienced utility manager 5-10 with 19 years leading Water, Wastewater and Water SME Stormwater Utility Operation and Maintenance, , Location: Topeka, KS Capital Programs and Customer Service Operations. He is an innovative big picture thinker with strong analytical reporting skills. Serving as a water subject matter expert for multiple advanced meter infrastructure (AMI) assessments Planning and executing technology programs related to AMI and meter data management systems (MDMS) that meet water utility oats and objectives Parvathi Murali + Experience in software implementation, data 5-10 anatytics, AMI, Meter Data Management and strategy MDM IT/OT SME consulting Vancouver, British • Involved in various UtiliWorks projects with similar Columbia services to what is proposed for Santa Ana, including Anchorage Municipal Light and Power AK, Fort Worth Water Department TX, Long Beach Gas and Oil CA 6. Technical Approach Project Methodology UtiliWorks uses a proven project methodology called UtiliWorks AdvantageTM' for Utility Technology projects, as illustrated in the proceeding page. The services requested by the City of Santa Ana's AMI stakeholder committee (areas A-K in RFP) fit squarely into our service model, the UtitiWorks Advantage'. The key to this successful model is that for every technology consideration there is a corresponding Business Process aspect that must assessed. Each task presented in this scope of services section is expected to build upon previous tasks and knowledge of the City's operations in order to ensure a successful deployment process. The Feasibility Study conducted by Black It Veatch lays the foundation for the "Assess" step of AMI implementation, and the scope described herein encompasses the remaining building blocks through the Install step in the UtiliWorks Advantage'. Additionally, the UtitiWorks AdvantageTM' is flexible enough to provide structure to any implementation the City chooses to engage in, including the "Design, Build, Run, and Transfer" business model. 121Page Z' O Scope of Services Mobitizatlon and Project Kickoff UtiliWorks will establish communication with the City's project sponsor or point of contact and schedule the formal kickoff meeting. The kickoff meeting will introduce project participants, formalize project goals and objectives, Level -set on project plans and solidify next steps for UtiliWorks involvement. This task also allows time for the UtiliWorks project team to become familiarized with the City and their project needs prior to kickoff. During mobilization, UtiliWorks will initiate data requests to understand the City's procurement requirements and RFP timeline. Deliverables: Project Charter, Project Schedule, Kickoff Presentation State of Industry Review The State of the Industry is an interactive discussion designed to provoke thought and prompt questions. Our expert team details key concepts underlying the current state of the AMI and smart metering industry and share important design considerations when embarking on a new technology project. Topics for this session include: data collection network, communication methods, headend software control, meter data management systems and hosting options. This session can be included during project kickoff to set the stage for requirements definition. We also delve into the success stories of other utilities and discuss how to avoid the pitfalls. Deliverables: State of the Industry Presentation Requirements Workshop We use the information gleaned in the State of the Industry to understand the City's preferences and requirements. Findings from this session, as well as the data requests and kickoff, lead to a solid foundation for our experts to develop an initial requirements list. This list will be refined onsite during a requirements workshop. A combination of requirements wilt be covered in the workshop with dedicated sessions around the different technology and options in scope for the RFP. Ultimately, the requirements workshop will be used to arrive at a foundational set of requirements to be used in the City's RFP. Some areas for consideration: • Functional Requirements - What does CLIENT want this new technology to do? • Tele-Communications Requirements - Does CLIENT have existing structures to mount communications equipment and what backhaul methods are available? • Business Requirements - What business needs are fulfilled by AMI? • Integration Requirements - How does CLIENT want this new technology to interface with other systems? • Performance Requirements - What measures of performance should be specified in the RFP / Scope of Work for the vendor to satisfy the business requirements of CLIENT? Reporting Requirements - What types of reports and reporting tools will CLIENT need to optimize the information available with AMI? • Procurement Requirements - What are the rules CLIENT must follow to procure equipment and professional services? Deliverables: List of Requirements and Capabilities (attachment for RFP) 14IPage Implementation Plan UtihWorks will collaborate with the City's team to develop the recommended implementation strategy for AMI and related programs. In general, our methodology divides the project work into specific phases, each with its own measurable outcome which builds from the previous phase. This roadmap represents a long-term plan to illustrate how various deployments can take place, and it will serve to memorialize the recommendations and decisions made regarding the areas of concern as outlined by the City (smart metering technology, data collection network, communication method, system head -end control computer and software, meter data management software, endpoint installation, hosting, staffing consideration for smart metering technologies, schedule, preparation of documents, and installation/implementation period project management, UtiliWorks will consider budget cycles and cost requirements, resource allocation, training requirements, workflow development, infrastructure requirements, and system integration in determining the implementation roadmap. The plan will include a recommended schedule for inclusion in the RFP, which accounts for full meter replacement and endpoint installation. Deliverables: Implementation Plan Staffing Plan UtiliWorks will work with City's PM and stakeholder committee to develop a proposed project staffing plan that will include identification of the project Steering Committee, proposal response Evaluation Team, the Core Project Team, and SMEs that will continue to contribute throughout the life of the project. UtiliWorks will provide an expected time commitment for each, depending on roles and responsibilities. As part of this effort, UtiliWorks will work with the City to determine and anticipate potential temporary and permanent positions that may be required during and post -deployment. The staffing plan will also provide a guide for converting the current Meter Shop and Billing positions into new, post -deployment positions and assist with the development of new job descriptions, retraining methodology, etc. Deliverables: Staffing Plan, Draft Job Descriptions RFP Development UtiliWorks will prepare the solicitation documents (RFP and attachments) with the intent to provide the vendor community with the essential information to prepare a robust response that is tailored to the procurement strategy at the City. UtiliWorks will incorporate the scope of work into the City's standard RFP boilerplate and review with the City team (including purchasing and Legal) to ensure that all requirements are accurately reflected. It is anticipated that there wilt be several iterations for the RFP draft creation and the RFP draft review until we reach to the point where the RFP is complete and acceptable for publication. UtihWorks will also compile a comprehensive list of potential proposers (which may or may not include: Communications/Network, AMI, MDMS, Meters/Materials, Installation) that would represent viable options to satisfy the goals and requirements of the City. Deliverables: Publish ready RFP, Vendor list and Contact Information 151 Page RFP Administration UtiliWorks will assist the City with those tasks that must be managed once the RFP is released including: (a) advertising the RFP; (b) setting the agenda and leading a pre -proposal meeting; (c) receiving and responding to vendor questions; and (d) publishing any necessary addenda. Deliverables: Pre -Proposal Meeting Agenda, Compiled Question/Answers from Proposers Response Evaluation Support Prior to the receipt of responses, the UtiliWorks PM will work with the City's PM to organize and schedule the proposal review process. As the responses are received, UtiliWorks team of SMEs immediately starts the evaluation process alongside the City's designated Evaluation Team. UtiliWorks will summarize key components of each proposal and analyze each cost proposal. When lining up the cost proposals side -by -side, it is common to discover that each vendor quote differs in some fashion, making it difficult to perform an apples -to -apples comparison. We minimize this challenge with how we structure the RFP response requirements and our analytical approach to cost normalization. UtidWorks will work with the City throughout the evaluation process to arrive at a shortlist of recommended candidates. We will work with the City's Evaluation Team to customize the shortlist meeting agenda and outline questions for each vendor interview. Our team will attend the shortlist interviews and ensure that candidates answer questions comprehensively and to the City's satisfaction. UtiVWorks can also assist with reference checks and help to arrange site visits, so that the City may obtain useful feedback from the experiences of other water utilities. At the end of the evaluation process, we will work with the City team to weigh the pros and cons of each shortlist candidate so that the City can arrive at a final selection, Deliverables: High Level Proposal Summary, Cost Normalization, Shortlist Interview Agenda/Questions, Shortlist Interview Summaries Contracting & Negotiations Support UtiliWorks will provide guidance and support to the City during contract negotiations with the selected vendor(s). Our experts will review and provide editorial for the proposed vendor contract and SOW, determine whether the SOW complies with requirements and negotiate terms that are as favorable as possible for the City. This includes a review of contractual items surrounding mass meter and endpoint installation as defined by the City. UtiliWorks will work with City staff and the respective vendor(s) to: identify and document specific systems acceptance criteria; identify and document expected deliverables to be produced; and, identify price concessions. UtiliWorks will actively participate in discussions / negotiations with the selected vendor on behalf of the City. Deliverables: Scope of Work/Contract Revisions and Recommendations Implementation Program Management UtiliWorks will provide implementation management oversight to support deployment of the City's AMI Project. The UtiliWorks PM will serve as a liaison between the AMI installation vendor and City to ensure project success. UtitlWorks wit[ facilitate an on -site kickoff meeting with all City and vendor stakeholders to initiate the project and review the project scope, timeline, communications plan and housekeeping items. UtRiWorks will work with City and the selected vendor(s) to develop a comprehensive Project Execution Plan (PEP). The purpose of the PEP is to provide a set of guiding principles regarding 1b(Page philosophy, judgments and actions to be taken over the course of the project. The PEP will outline the methods used for project controls related to: Quality Control, Risk/Issue/Change Management, and Communications. In conjunction with the development of the PEP, an integrated, milestone driven Microsoft project schedule will be developed to include work by all vendors. Project Management activities will include: maintaining the overall project schedule; working with all project participants to monitor progress and adjusting the work plan as needed to stay on schedule; facilitating regular project progress and other meetings; creating project status reports as required with input from the City; working with the City to monitor the scope of work of each vendor; identify, report, and track project issues and risks; and, track project budget. Activities will include: • Preparation and dissemination of periodic update reports an AMI vendor's progress • Providing clarifications and answers to AMI vendor's requests for information as needed • Providing direction and technical assistance in resolving installation issues in the field • Providing direction and technical assistance in resolving technology commissioning issues that may arise Deliverables: Project Execution Plan, Integrated Project Schedule, Monthly Status Reports, Meeting Agendas, Meeting NoteslAction Items The RFPs requested implementation Program Management Services is fairly limited in scope, UtiliWorks experience has been that utilities implementing AMIIMDM, in most cases, need more extensive .support and expertise. As such the following sections layout typical Program Management Services our teams normally provide to clients as "Optional Services" We would lave the opportunity to discuss with Santa Ana if appropriate. Implementation Program Management Optional Services The City's Implementation Plan will ultimately drive the deployment schedule, but the UtiliWorks' approach assumes the project will have two primary phases: Proof of Concept (POC) Phase and Full Deployment Phase. UtiliWorks offers proven Implementation Program Management Services beyond basic Project Management surrounding this deployment approach. The business process and software integration activities fall under the POC phase. The intent of the POC phase is to minimize the risk to the City's day-to-day operations, with deployment of a select number of AMI meters, stabilization of the AMI network and end -to -end testing in all meter -to -cash related processes. Our optional services are presented for the City's consideration and are summarized below: POC Planning - UtiliWorks will guide final POC implementation planning, accounting for final contracts and any changes to the AMI implementation roadmap. The POC implementation plan will finalize project details on meter quantities, equipment acquisition, required materials, mass meter/endpoint installation, testing and training. Systems Integration Workshop - UtiliWorks' Integration SME will lead a workshop with the City and the designated vendor personnel to identify and confirm the systems specific integration methodology and ensure alignment between each underlying interface. Systems Integration Oversight- UtiliWorks' Integration SME will coordinate and oversee the systems integration effort that will occur during the POC. The intent is to have the pre -identified systems interfaces designed, developed, tested and automated prior to 171Page full deployment start. Specifically, UtiliWorks will lead weekly technical review meetings with all designated personnel internal and external to the City to monitor progress and identify roadblocks, Training Oversight . UtiliWorks will coordinate the timing and delivery of on -site Vendor training during the POC and coordinate with City regarding the availability, suitability and readiness of a training environment. UtiliWorks will review each vendor's training plan submittal for completeness including: course descriptions; course agenda; and, proposed timing. UtiliWorks may recommend additional training and other forms of end user training to supplement vendor training, Testing Oversight - Critical to evaluating the success of the AMI POC and whether City objectives are met is the plan and methodology for testing the installed solution. Under this task, UtiliWorks will review and provide feedback on each vendor proposed test plan, including test scripts and scenarios, UtiliWorks will coordinate the timing and execution of Vendor and City testing, as well as establish a defect tracking system for monitoring testing progress. Business Process Re -engineering - UtiliWorks' Business Process Re -engineering (BPR) experts will engage the City in a series of current and future state workshops, designed to guide the Utility through changes to internal business processes as part of an AMI Deployment. To achieve the anticipated benefits of the systems, the City needs to adopt new processes, procedures and policies. Vendors will often skim over substantive recommendations detailing changes to business processes. UtiliWorks will utilize the background information on City to help drive discussions around operational changes that are the successful foundation for a BPR effort, Communications Campaign - UtiliWorks' Communications SME will work with City staff to develop the content for a variety of customer facing materials, including: door hangers, status letters, press releases, brochures, webpages. UtiliWorks will advise City on the timing of releasing the information pieces to the customer base. Quality Assurance/Quality Control - UtiliWorks' Field Specialists work with Vendor Quality Manager(s) to ensure that City's standards are maintained by all installers throughout the Full Deployment phase. This includes spot checks/verification of meter and endpoint installation, meter read and data quality audits. Data Optimization - UtiliWorks Data Management Services team will work with the City to identify high -value use cases for your utility. From there, UtiliWorks will monitor progress on reporting/use case development to City staff quarterly. Wherever possible, UtiliWorks will make updates to configurations, reporting, etc. to execute the recommended changes. 18 1 Page L ,en.li Jy:.ld Ad.id OP r3 .s.r, kr l9 .:If) hl�n 1 W M ll 1 R palm onb i RI y %Vt4 LV IJIJt IV m1 � 0 nlg5 rent tl dwrwt I mallwMlPraaagn dfk cfi yel ,an4atlAY Vlannryrpf Ir nrl Qveutal Sbru t-oltnP3 PGh Mnna�P:nagl OrY'CA; I ' lawua <awrly .x.r,bna WWI uo p 1IW Ou t tf ir110eyWy'nw taUnr OU 1 mun'a qru ielulaa qmr Av t4A gr Y - A Vane O Pfxn a .. _ _.. .__.. .. _. _...I L 61 IJ r,liRa1W S Xnq I C S, 1 Fa N / 1 a:vnl Nn !'rxenr Aual ' rw Srl 'I anJ.nrdi ql ne.+ 1 wr nl le lyr Pnde 4JP ( 1 Y. 0 1 NM1I I AMlflgk I �ti a as apmu �Au'aWr• Eaarq — IPJaUn4pn ( __ _� 1 OtltdOW� 4 I /WM11 tn,F 1 F1UM 1 MpNRPie N3kwarn o-anrd waaad ! r. a3N. IPN4M9 {btq d � Nq k UAi I N pl IceaW(y (IIFI� go11 €frl rallPn Slum eh SUMP iq 1 .._ Sra9 1 t W fl Jua !Y anJ �EU9t%fi9P 1 ai 1 r k4lwyx � _ $UPIk� )IA4 . 043daf M iI � Vu48aWalshwua� EftWP IPb RtY aul � ! 1 9u 14m9i i i. t �W {IatunaP Y �, i ... Figure 5 - Example OtiflWorks AM/MDM Implementation Relative Tasks Timeline 19 1 Page 7. References Past and Present Clients Our team has worked across the United States and abroad with utilities in relation to their various AMI initiatives. The map below demonstrates the breadth of our experience and speak to our ability to provide benefits for our clients regardless of their geography or topology. We have over 85 past and current clients exclusively focused on AMI/Smart Grid/Smart Metering and related Technologies. Our recommendations are informed by a detailed review of your utility's service area and unique characteristics. 4 [ V u i.. .. rtt Jy sq�yAy�S i $y 1 f i 1 llnit¢d Stafos i-* nnni a+p E 1 } P.I pyy 1nF1 <�:♦ VV 4+r a1z �3Z2j.q E .v. 10 1 r a§r , g7oxioo v . Z- ,e y k Au �Cri4 .464zk0E hg; g 2 jP 4 Eil��a,tRI � �61ry dw G'tAC�d�v�� dj i Please see the following pages for a list of past and current projects within the last 5 years. The matrix that follows provides an overall nature and scope of our experience in AMI and associated technology. We have worked with multiple utilities across the United States by assisting them during the various stages of advanced metering deployment including; assessment, planning, design, procurement, and implementation. This includes clients with similar environments and requested scope of work to the City. 211Page U'D �l �_ N N ■ ■ ■ ■ r ❑ ❑ r r ■ ❑ ■ ❑ ❑ r ■ ❑ ❑ ❑ ❑ m ❑ n ❑ ❑ +117 r ❑ ❑ ❑ ❑ ❑ ❑ ❑ L LJ ❑ U U U U U ❑ U U IJ ❑ U U J LJ Li U ❑ ❑ ❑ ❑ r ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ■ ❑ ❑ ❑ ❑ ❑ ■ r ❑ ❑ ❑ ❑ ❑ ❑ ❑ r ❑ ❑ ❑ ❑ ■ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ Cl ❑ ❑ ❑ ❑ Cl ❑ ❑ ❑ ❑ ❑ ■ ■ s ■ ❑ ■ r r ■ ■ ■ ■ ■ r r ■ ■ r r r ❑ ❑ ❑ r ❑ ❑ ❑ ❑ ❑ ❑ ❑ ■ ■ ❑ ❑ ■ ■ ❑ ❑ ❑ 0 N c ro 3 ro is m m a m Au N ro � m N ro 3 ` ub m m V lJ U V u V a U Lb 0 _� t2 v� X Y 6 51 46 46 Vt 0 t A ■ ❑ ❑ ❑ r r ❑ ❑ ❑ ❑ r ■ ❑ ■ ❑ ■ ❑ ❑ n n n n ❑ ❑ rr n n n ❑ rn n n n n rn n Li u u u u u u u u u u u u u u u u u ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ Cl ■ ❑ ❑ ❑ ❑ ❑ ■ ❑ ❑ ❑ ❑ ❑ ❑ ❑ N 44' Z z N Y w 3 3 3 N L� Z� u u z z z w 3 5 5 5 5 z z z z z z z z ry� p lLy IJGp ❑ ■ ■ ❑ ❑ ■ ❑ ■ r r ■ ■ ■ ■ ■ r r ❑ ■ ■ n n ❑ n n n n ❑ n n n n n n n 7 n n n ❑ u u u W u ■ u u u u u u u u u r u u u r ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ■ ■ r ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ o ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ O O - t7 � �N N N U Ol N N N U 3t m u u w v v W v W N W aj W W W I"ii }} zz x xx xx y jx� m 3t tlq T si u v 6 PET❑ r r ■ ■ n ❑ n n n n n ❑ u u u Li ❑ u ❑ ■ ❑ ❑ ❑ ❑ ❑ ❑ ■ ❑ ❑ ❑ ■ ❑ ❑ ■ ❑ ■ ❑ ❑ ❑ ❑ ■ ❑ r ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ■ ■ ■ r ❑ ■ ■ ■ © ❑ r ❑ ■ ❑ ❑ ■ ❑ ■ ❑ ■ ■ o g o a a o a L N N N v V Y \ Y Y \ Y c c; v L W at w w w w 3 3 c yYrt� T � A Client References EDA Alameda Municipal Power, California, 35,000 electric meters MUNnICIPALPOWER Contact Title Telephone Email Address Bob Orbeta AGM Admin (510) 748.3910 orbetaCealamedamp.com Dates: Oct 2015 - Dec 2017 Total Contract Value: 51,260,100 UtiliWorks Consulting, LLC was engaged by Alameda Municipal Power to perform an assessment and business case analysis for consideration in the deployment of an advanced electric metering system. Subsequently, UWC worked with AMP to develop a Request for Proposal (RFP) that was published to solicit proposals for AMI, MDM and a customer web portal. A separate invitation for bid was made available for electric meter installation services. Upon selection of the AMI, MDM and Customer Portal vendors, UtiliWorks assisted Alameda Municipal Power with contract support services. UWC is guiding AMP as the Program Manager, and providing Business Process, Integration and Public Relations support services currently as it works towards completion of the project. Project Manager: Nicole Griffin Key Lead Technical Roles: Dale Pennington, Parvathi Murali, Joe Kelly, Kara Truschet, Joseph Gaspard, Dylan Kelly Venclor(s) Selected: Landis+Gyr (AMI), Harris MeterSense (MDM), Smart Utility Systems (Customer Web Portal), Professional Meters, Inc. (Meter Installation Contractor) Santa Rosa, California, 53,000 water meters JdP1i Al l,t� a!' Contact Title Telephone Email Address Kimberly Zunino Revenue Manager (707) 543-3960 kzunino@srcitv.ore Dates: May 2014 - Jan 2019 Total Contract Value: $925,000 UtiliWorks was hired by the City of Santa Rosa to define their water AMI requirements and provide oversight on the development of their AMI RFP and procurement process. UtitiWorks was subsequently engaged to provide contract support servicesl negotiation with the selected vendors and is currently the Program Manager overseeing the deployment of the selected AMI and Meter Data Management System Project Manager: Nicole Naassan / Bret Vonder Reith Key Lead Technical Roles: Kody Salem, Joe Kelly, Dylan Kelly, Nicole Griffin Vendors) selected: Sensus AMI, MeterSense MDMS 271Page ."3 Roseville, California, 53,000 electric/ 40,000 water meters ROSEVILLE Contact Title Telephone Email Address Matt Nelson Electric Business (416) 774.5618 MNelson@roseviRe.ca.us Analyst Dates: Nov 2015 . Present Total Contract Value: $1.7 Million UtiliWorks was selected to provide consulting services in the evaluation of the current smart metering technologies and present an AMI business case. The assessment recommends technologies which are best suited for Roseville's unique environment and identifies the associated business process and operational changes that must occur in order to be successful with moving to AMI. Following the assessment, UWC assisted Roseville in analyzing and evaluating responses to the Advanced Metering Infrastructure (AMI), guiding selection of a successful vendor, and assisting with vendor contract/scope of work negotiations. UWC is currently acting as Program Manager for the City's AMI deployment. Project Manager: Nicole Naassan Key Lead Technical Roles: Tara Turch, Tom Grim, Parvathi Murali, Joe Kelly, Bob Russ, Chase Berenson Vendor(s) selected: Itron 1"1 at er01,ne WaterOne, 145,000 water meters .. Wale, Oglticl NY � al ANnwn cowry Contact Title Telephone Email Address Brian Schade Meter Services (913) 895.5750 bschade@waterone.org Manager Dates: Jul 2017 - Dec 2019 Total Contract Value: $927,708 UtiliWorks developed technical requirements and an RFP on behalf of WaterOne. The team also developed an implementation strategy to accompany WaterOne's AMI deployment and assisted with evaluation of proposals, contract negotiations, SOW review, and systems acceptance criteria development. UtiliWorks was awarded a contract amendment for Program Management overseeing the POC deployment of the selected AMI and Meter Data Management System plus Business Process Re - engineering, which is currently ongoing. Project Manager: Kara Truschel Key Lead Technical Roles: Tara Turch, Kody Salem, Don Rankin, Jon Mitchell, Joe Kelly Vendor(s) selected: Sensus (AMI), MeterSense (MDM) 281Page pqp JtiN.A`, Buena Park, California, 20,000 water meters P C9�IF0 Qa\ Contact Title Telephone Email Address Michael Grisso Smart Meter Manager (714) 562.3705 marisso@buenaoark.com Dates: Jun 2014 - Feb 2019 Total Contract Value: $542,000 UtiliWorks was contracted to provide consulting services in the evaluation and application study of the current smart metering technologies and present an AW business case to the City of Buena Park. UWC further assisted with and AMI/MDM procurement, including a CIS readiness assessment. UWC led development of the City's D01 WaterSMART grant application for FY2017 and is engaged as Program Manager for the AM[ deployment for approximately 20,000 water meters. Project Manager: Bret Yonder Reith, Kara Truschel Key Lead Technical Roles: Kody Salem, Joe Kelly, Dylan Kelly, Nicole Naassan Vendors) selected: Neptune Technology (AMI), Equarius is Ferguson Waterworks, WaterSMART (Customer Portal) Long Beach, California, 100,000 water meters Contact Title Telephone Email Address Chris Garner General Manager (562)570.2001 chris.garner@tongbeach.aov Dates: Nov 2015 - Present Total Contract Value: $1.4 Million UtiliWorks was hired to provide the Long Beach Water Department (LBWD) with professional services to deliver an AMI/MDMS Assessment and Strategic Roadmap, Tasks included: update the AMI/MDM business case; develop related as -is current state operations, communications infrastructure, and IT systems; review, analyze and make recommendations related to LBWD's water conservation programs; and, develop desired data analytics by department. UtiliWorks was awarded the contract to provide AMI/MDMS procurement services and overall Program Management services starting in August 2017. Project Manager: Nicole Naassan Key Lead Technical Roles: Joe Kelly, Don Rankin, Jon Mitchell, Dale Pennington Vendor(s)selected: N/A 29(Page 83 Pee Proposal Our fee proposal has been submitted separately via the Planet Bids system. 301Page 9. Appendix Team Resumes Resumes for the core project team are included in the subsequent pages: 311Page Previous Experience Director of Sales Et Marketing Edison Automation, Inc. (2003 - 2009) Senior Project Engineer - Consoer Townsend Envirodyne Engineers (1999 - 2002) Field Project Engineer HSQ Technology (1996 - 1999) Shift Technical Engineer - Westinghouse Savannah River Company (1989 -1995) Education and Certifications BS Electrical Engineering Technology - Purdue University, 1989 AAS Electrical Technology Purdue University, 1987 A' Level Wastewater Certification State of South Carolina (on 11 /27/93) 1L' Level Security Clearance US DOE Energy (from 2/90 - 5195) Specializations: • Team Management • Deployment Planning Cyber Security Plans • RE Communications Business Case Assessments • AMI /Smart metering / Smart grid • Control and SCADA Solutions • Acceptance Testing Plans Kody {S < a Principal Kody Salem is a Principal with UtiliWorks based in Nashville, TN with an extensive background in radio frequency, instrumentation, and controls technologies, including more than 28 years of technical, operations, and management experience providing services and solutions to the utility market space. Kody excets in understanding complex technical systems and effectively communicating their potential to positively impact engineering and operations, to both persons with technical and non -technical backgrounds. He brings these skills to lead his team of consultants, providing the necessary guidance to deliver valuable services for their utility clients' projects and initiatives. Relevant experiences and background include: Provide executive guidance and support to multidisciplinary team of consultants for water, gas, and electric utility technology programs • Provide technical subject matter expertise for various utility technology Initiatives (AMI, MDM, SCADA, IVR, OMS, etc.) • Lead vendor solution analysis for AMI/ MOM procurement efforts on behalf of our clients • Conduct AMI vendor request for information(RFI); analyze propagation studies to support client AMI infrastructure comparison and planning efforts • Perform education sessions for AMI/MDM and related technologies early on in clients early on in initiative stages to facilitate proper project planning, budgeting, and scheduling Recent Client Projects • Alameda County Water District, CA (Executive sponsor . AMI Pilot Assessment) Azusa, CA (Technology Procurement and Vendor Contract Negotiations) • Brownsville Public Utilities Boar( TX (Project Manager AMI/MDM Pilot) • Bermuda Electric Light Company (SME Outage Management system REP and vendor selection) • Brownsville Public Utility Board (Business Process Mapping) • City of Buena Park, CA (Project Sponsor - AMI Assessment, procurement and Deployment) • Chelan County Public Utility District (Project Sponsor - Strategic Planning) • City of Lawrence, KS (Project Sponsor fz Technology Education - AMI Assessment) • Gallatin Public Utilities (Program Manager AMI/MDM procurement and Deployment) • Long Beach Gas & Oil (Project Sponsor - AMI Assessment / Procurement / Deployment) • Long Beach Water Dept. (Project Sponsor - AMI Assessment / Procurement / Deployment) • Loudon Utilities Board (Program Manager AMI/MDM Assessment through Deployment • North Marin Water District, CA (AMI Assessment, Project Sponsor - AMI Pilot) • City of Richland, WA (Project Sponsor - AMI Assessment / Procurement) • City of Santa Rosa, CA (Procurement education and training) • City of Topeka, KS (Project Manager (SCADA Assessment, AMI Grant IVR and CIS RFP, Data Warehouse) • City of Wilson, NC (Project Sponsor -AMI Assessment 1 Procurement) Education and Certifications BS Journalism and Media Studies Rutgers University (May 2009) BS Environmental Science Rutgers University (May 2009) Certified Project Management Professional (PMP) The Project Management Institute (July 2013) Certified Six Sigma Black Belt (January 2015) Certified Social Media Specialist Louisiana State University (March 2013) Completed the Louisiana Water Operator Certification Exam for Level 1 Distribution, Production and Treatment Completed the Louisiana Wastewater Operator Certification Exam for Level 1 Collection and Treatment Mrs. Griffin is a Manager for UtiliWorks Consulting, LLC based in Baton Rouge, LA with over 8 years of direct utility experience. Nicole specializes in project management, stakeholder outreach and education, procurement, assessment/ feasibility studies, UtiliWorks InsightTM administration and data optimization. She supports project activities by performing industry research, preparing documentation and orchestrating meetings for utility clients. Relevant experiences and background include: • Planning and executing water, gas and electric utility technology programs including but not limited to advanced meter infrastructure (AMI), meter data management systems (MOMS) and customer engagement platforms such as web portals and phone applications • Managing project scopes, schedule, budgets and deliverables, to drive projects to completion achieving favorable outcomes • Developing smart grid/ water/ gas assessments and associated business cases with a clear roadmap to achieve anticipated benefits • Administering UtitiWorks Insight, UtiliWorks' analysis and assessment tool • Drafting request for proposal documents and leading technology procurement efforts • Creating stakeholder outreach and educational programs to increase positive engagement with utility providers • Designing and implementing data management programs to assist utilities in fully maximizing and optimizing the use of their data Project References • Alameda Municipal Power (AMI/ MDM/ Portal Program Management, Procurement, Assessment) • Fort Worth Water Department (Outreach Et Education, Business Process, Assessment) • Bermuda Electric and Light Company (Procurement, Outreach rt Education) • Albuquerque Bernalillo County Water Utility Authority (Project Coordination) • Austin Water (Meter Reading Audit) • Barbados Light Et Power Company (AMI/ MDM Procurement) • Grand Bahama Power Company (AMI/ MDM Procurement) • Brownsville Public Utility Board (Project Coordination) • Chelan County Public Utility District (Outreach 8 Education, UtiliWorks Insight) • City of Arlington (Grant Writing) • City of Galena Park (Grant Writing) • City of Richland (AM] Assessment, UtiliWorks Insight) • City of Ruston (Project Management, Outreach is Education, Grant Reporting) • Monroe Water Department (AMI Project Management) • Utility Consumers' Action Network (PUC Testimony) • City of Topeka (Grant Writing, Project Coordination) • City of Wilson (Project Management, UtiliWorks Insight) • City of Winnipeg (UtiliWorks Insight, AMI Business Case) • Long Island Power Authority (Renewables Research) • Long Beach Gas and Oil (Outreach Et Education) • Long Beach Water (UtiliWorks Insight) • Vineyard Energy Project (Grant Reporting) • Village of Freeport (AMI/ MDM RFP) • City of San Marcos (UtitiWorks Insight, AMI Roadmap) • North Marin Water District (Outreach & Education) • City of Santa Rosa (Outreach Ft Education) Education and Certifications BA Political Science Claremont McKenna College (May 1980) BA Economics Claremont McKenna College (May 1980) Certified Project Management Professional (PMP) The Project Management Institute (May 2014) Certified Novell Engineer (CNE) (April 1995) Completed Oracle Certification: 81 Architecture and Administration (May 2002) • SQL and PLISQL (April 2002) Bret Vonder Reith Senior Associate Mr. Vonder Reith brings over 25 years of project management, information systems development and application integration experience for a variety of industries to include Utility customers. Bret's background includes over 20 years as an Information Technology data integration specialist and consultant. Bret is a proven leader, successful at leading complex projects and achieving organizational goals and objectives. Bret is a certified Project Management Professional (PMP) with the Project Management Institute. Relevant experiences and background include: • Planning and executing water and electric utility AMI implementation plans including but not limfted to advanced meter infrastructure (AM]), meter data management systems (MDMS) and customer engagement platforms such as web portals and phone applications • Managing project scopes, schedule, budgets and deliverables to drive projects to completion achieving favorable outcomes • ERP Systems Integration • Developing water utility assessments and associated business cases with a clear roadmap to achieve anticipated benefits • Administering UtiliWorks Insight, UtitiWorks' analysis and assessment tool • Drafting request for proposal documents and leading technology procurement efforts • Designing and implementing data management programs to assist utilities in fully maximizing and optimizing the use of their data Project References • North Marin Water District (Project Manager) • City of Santa Rosa (Systems Integration SME) • Chelan County Public Utility District (Business Case Analyst) • City of Buena Park (Project Manager) • City of Oceanside (Project Manager) • City of Riverside (Project Manager) Education and Certifications BS Business Administration Cal Polytechnic University Pomona (May 1985) Joe Kelly i Deptoymer7l: Manager/Meter SME Mr. Kelly provides deployment management and metering subject matter expertise for UtiliWorks, Joe has 18 years' experience in the AMI/AMR field, eight of those years as the owner of a meter installation company. In addition to deployment oversight, Joe provides expertise in metering and network communications. Relevant experiences and background include: • Planning and executing water, gas and electric utility technology programs • Managing installation contractors in meter deployments, oversight of meter inventory and project schedules and contractor performance • Provide network feasibility surveys prior to network deployment • Assists with smart grid/ water/ gas assessments and associated business cases with a clear roadmap to achieve anticipated benefits • Design and construction of meter test benches for use in Alpha phase deployments • Creating scopes of work and oversight for pre -deployment meter surveys • Augments utility staffing with AMI system administration during and after deployment Project References • Alameda Municipal Power (Procurement, Alpha/Beta/Fult deployment oversight of LEtG AMI network) • Long Beach Gas and Oil (Full deployment oversight of Sensus AMI network) • North Marin Water District (Procurement and metering SME for Neptune AMI network) • Santa Rosa Water (Procurement, Meter SME, Alpha/Beta/Full Deployment oversight of Sensus AMI network) • Loudon Utilities (Procurement, test bench construction, Alpha/Beta/Full Deployment oversight) • City of Mesa (Procurement, Full deployment oversight) • Sewerage and Water Board of New Orleans (Pre -deployment meter/ meter box survey oversight) • City of Winston-Salem (Pre -deployment meter box survey) • Buena Park Water (Procurement, Full deployment oversight) • City of Roseville (Procurement, meter SME, Alpha/Beta/Fult Deployment oversight) Education and Certifications BS Electrical Engineering Kansas State University (1986) Rankin c@\x� 5 i� b•"T Don Senior Associate Mr. Rankin is an Electrical Engineer and experienced utility manager with 19 years leading Water, Wastewater and Stormwater Utility Operation and Maintenance, Capital Programs and Customer Service Operations. He is an innovative big picture thinker with strong analytical reporting skills. He developed utility business plans for reduced costs, improved services, and sustainable asset replacement that was tied to financial capacity. Relevant experiences and background include: • Serving as a water subject matter expert for multiple advanced meter infrastructure (AMI) assessments • Planning and executing technology programs related to AMI and meter data management systems (MDMS) that meet water utility goats and objectives • Matching advanced reporting capability to meet utility goals and objectives, while preparing analytical reports for AW related projects for water and electric utilities • Developing and accessing responses to request for proposal (RFP) documents and technology procurement efforts especially in analytical reporting and business intelligence • Producing utility bitting system data visualization reporting tools to facilitate on -demand charts and graphs of utility customer bitting information • Creating utility billing data discovery and audit tools for utility revenue enhancement • Successfully obtaining modest multi -year utility rate increases • Establishing project tracking toots for complex, multi -discipline, multi - project tracking • Developing wastewater combined sewer overflow plan that minimizes regulatory exposure • Successfully addressing community red water issues resulting in drastic reductions of customer complaints • Creating an asset management strategy for complete life cycle planning of water, wastewater, storm water and levee utility infrastructure • Directing major rehabilitations of water and wastewater plants Project References • Winston Salem, NC (Water Business Intelligence Reporting) • Long Beach Water Department, CA (Water AMI Assessment, Business Intelligence Reporting) • Long Beach Gas fx Oil Department, CA (Developing cost allocation model to access charges to multiple AMI / MDMS users) • Alameda County Water District, CA (AMI Assessment and Evaluation of existing AM[) • Chelan County Public Utility District, WA (Assessment Evaluation) • WaterOne, KS (Water RFP Development and Vendor Assessment) • Mesa, AZ (Water, Gas, Electric AMI Assessment) • Palo Alto Utilities Department, CA (Water, Gas, Electric AMI Assessment) • Oceanside Water Utilities Department, CA (Water AMI Assessment) • New Orleans Sewerage and Water Board, LA (Water system Assessment) • Fort Worth Water Department (Business Processes Assessment) Parvathi Murali amillk ill Associate ria Previous Experience Associate Technical Consultant Red Clay Consulting (2014 - 2016) Assistant System Engineer TATA Consultancy Services (2012 - 2013) Education and Certifications Master of Science in Computer Information Systems - Georgia State University, 2014 Bachelor of Technology in Computer Science Engineering - SRM University, 2012 Microsoft Certified IT Professional (MCITP), Aug 2011 Oracle Utilities Meter Data Management 2 Pre -Sales Et Sales Specialist, July 2014 Oracle Utilities Analytics Pre -Sales It Sales Specialist, Sep 2015 Oracle Utilities Meter Data Management 2 Support Specialist, Oct 2015 Specializations: • Advanced Metering Infrastructure (AMI) Administrator • Bitting QQ/QC and Delinquent Account Investigations • System Integration • Meter Data Management System (MDMS) SME • Customer Information Systems (CIS) • Software Acceptance testing • End -User Training • Business Case Assessments • AMI /Smart metering / Smart grid • Business Intelligence and Anatytics • Business Process Improvement Parvathi Murali is an Associate with UtitiWorks based in Vancouver, Canada with a background in software implementation, business intelligence, data analysis and project management. Ms. Murali has more than 6 years of technical experience wi both custom software applications and out -of -the -box implementations. She has contributed to projects and business development activities for clients across the energy and utility sector. She has in depth knowledge to understand complex systems and skills to effectively communicate business potential to persons with technical expertise, partner -level executives, and end users. Relevant experiences and background include: • Advanced Metering Infrastructure (AMI) Administrator - Review, monitor and maintain systems as part of post -production support, • Perform End User Acceptance testing on Meter Data Management Systems (MDMS), AMI Head End System(HES), Customer Portal, etc. for the client. • End to end bitting tests (meter -to -cash process) and validation. • Bitting QA/QC ft Delinquent Account Investigation. • Supervise team of bitting and collections investigators for QA/QC and investigation of delinquent accounts. • MDMS RFP and Procurement, MDMS SME and Technical Integration SME. • Business Process Improvements. • CIS compatibility analysis, AMI roadmap assessments, financial and business modelling, strategic utility consulting. Recent Client Projects • Alameda Municipal Power, CA (AMI Administrator, MDMS SME, Technical Integration SME) • Municipal Light Ft Power, Alaska (SME for Meter Data Management system RFP and vendor selection) • City of Topeka, KS (SME Meter Data Management system RFP and vendor selection) • Santa Rosa Water, CA (Business Process Improvement and MDMS SME) • Long Beach Gas Et Oil, CA (MDMS SME, MDMS System Audit) • City of Roseville, CA (MDMS SME, Technical Integration SME) • Winston Salem - Forsyth County Water @ Sewer Utility, NC (CIS system compatibility report, MDMS SME, Technical Integration SME) • Sewerage & Water Board of New Orleans, LA (Supervisor - Bilting QA/QC Ft Delinquent Accounts) • Fort Worth Water Department, TX (Business Process Improvement and MDMS SME) • Loudon Public Utilities Board, TN (MDMS SME, Technical Integration SME) • Chelan Public Utilities Department, WA (AMI Recommendations report, AMI Procurement, MDMS Evaluation) • City of San Marcos, TX (AMI Assessment and Roadmap) • Riverside Public Utilities, CA (SME for Meter Data Management system RFP and vendor selection, Technical integration SME) Executed Forms Additionally, the following forms, included in ATTACHMENT 3: CERTIFICATIONS from the RFP, are signed and included in the subsequent pages as part of the proposal submittal package: • Nan -Collusion Affidavit • Non -Lobbying Certification • Non -Discrimination Certification 381Page NON -COLLUSION AFFIDAVIT (Title 73 United States Code Section 112 and Public Contract Code Section 7106) hn conformance with Title 23 United States Code Section I U and Public Contract Code 7106 the BIDDER declares that the bid is not made in the interest of, or on behalf of, any undisclosed person. partnership, company, association, organization, or corporation; that the bid is genuine and not collusive or sham; that the BIDDER has not directly or indirectly induced or solicited any other BIDDER to put in it false or sham bid, and has not directly or indirectly colluded, conspired, connived, or agreed with any BIDDER or anyone else to put in a sham bid, or that anyone shall retrain from bidding; that the BIDDER has not in any manner, directly or indirectly, sought by agreement, communication, or conference with anyone to fix the bid price of the BIDDER or any other BIDDER, or fo fix any overhead, profit, or cost element of the bid price, or of that of tiny other BIDDER, or to secure any advantage against the public body awardiag the contract of anyone interested in the proposed contract; that all statements contained in the bid are true; and, further, that the BIDDER has no(. directly or indirectly, submitted his or her bid price or any breakdown thereof, or the contents thereof, or divulged information or data relative thereto, or paid, and will not pay, any fee to any corporation, partnership, company association, organization, bid depository, or to any member or agent thereof to effectuate a collusive or sham bid. Note: The above Non -collusion Affidavit is part of the Proposal. BIDDERS are cautioned that making it false certification may subject the certifier to criminal prosecution. -signed —.__......__.—. State o'f Ca6/iToen a ou/5/czi7tZ Ptttr'isf) Geuntyoof Lc SL8alltoft �mt� Subscribed and sworn to (or affirmed) before me tin this 32tt day of 2019 by /�JjnD�t O"Irrpn_ , proved to me on the basis of satisfactory evidence to be the person(s) who appeared before me No ary Public Signature Notary Public Seal City of Santa Ana RFP 18-064 Page 31 NON -LOBBYING CERTIFICATION The prospective participant certifies, by signing laid submitting this bill or proposal, to the best of his or her knowledge and belief, that: (1) No Federal appropriated funds have been paid or will be paid, by or on behalf of the undersigned, to any person for influencing or attempting to influence an officer or employee of any Federal agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with the awarding of any Federal contract, the uoaking of any Federal grant, the making of any Federal loam, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any Federal contract, grant, loan, or cooperative agreement. (2) If any finds other than Federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any Federal agency, a Member of Congress, an of'Pecr or employee of Congress, or an employee of a Member of Congress in connection with this Federal contract, grant, loan, or cooperative agreement, the undersigned shall complete and submit Standard Form-1,1 , "Disclosure of Lobbying Activities," in conformance with its instructions. ]"his certification is a material represctrtation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certification is a prerequisite for malting at- entering into this transaction imposed by Section 1352, Title 31, U.S. Code. Any person who fails to file the required certification shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each Stich failure, The prospective participant also agrees by submitting his or her bid or proposal that he or she shall require that the language of this certification be included in all lower tier subcontracts, which exceed $100,000 and that all such subrecipients shall certify and disclose accordingly. Title: Finn: V11C� Date: �� IZ bis (3 City of Santa Ana RFP 18-064 Page 32 NON-DISCRIMINATION CERTIPICAT'ION The undersigned consultant Or corporate oFticor, during the performance of this contract, certiflos as follows: The Consultant shall not tliscriminata against any employee or applicant for employment because of race, color, religion, sex, or national origin. The Consultant shall take affirmative action to ensure that applicants are employed, and (fiat employees are troated during employment without, regard to their race, color, religion, sex, or national origin. Such action shalt include, but not be limited to, the following: employment, upgrading, demotion, or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other farms of compensation; and selection for training, including apprenticeship, The Consultant agrees to post in Conspicuous places, available to employees slid applicants for employment, notices to be provided setting forth the provisions of this nondiscrimination clause, 2. The Consultant shall, in all solicitations or advertisements for employees placed by or on behalf of the Consultant, state that all qualified applicants will receive consideration for wriployment without regard to race, color, religion, sex, or national origin. 3. The Consuhnnt shall solid to cacti labor union or representative or workers with which lac/sloe Ilan it collective bargaining agreement Or other contract or understanding, a notice to he provided advising tine said tabor union or workers" represcinadves of tile Constdtant's commitments under this section, and shall post copies ofthe notice in conspicuous places available to employees and applicants for employment. 4. The Consultant shall comply with all provisions of Executive Order 11246 or September 24, 1965, and of the rules, regtdatiens, and relevant orders of the Secretary of Labor. 5. The Consultant shall furnish all information and reports required by Executive Order I t246 of September 24, 1965, and by rules, regulations, and orders of the Secretary of Labor, or pursuant thereto, ind will permit access to his/her books, records, and accounts by the administering agency and the Secretary of Labor ror purposes of investigation, to ascortairn compliance with such rules, regulations, and orders. 6. In the even( Of the Consultant's non-carnpliance with lire nondiscrimination clauses of this contract or with any of the said rules, regulations, or orders, the contract may be canceled, terminated, or suspenood in whole or in part and the Consultant may be declared ineligible for further Government contracts or federally assisted construction contracts in accordance with procedures authorized in Execution Order 1124E of September 24, 1965, and suait other sanctions may be imposed and remedies invoked as provided in Executive Order 11246 of September 24, 1965, or by rule, regulations, or order of the Secretary of Labor, or as otherwise provided by law. rho Consultant shall include the portion of the sentence immediately preceding paragraph (1) and the provisions of paragraphs (1) through (7) in every subcontract or purchase order unless exempted by rules, regnlnion.s, or Orders, of the Secretary of Labor issue([ pursuant to Section 204 of Executive Order 11246 or September 24, 1965, so that ,Such provisions will be binding upon each subcontract or purchase order as the administering agency may direct as ineans of enforcing such provisions, inCluding sanctions for noncompliance; provided, however, Chat in the event the Consultant becomes involved in, or is threatened with, litigation with a subeonsuhant or vendor as a result of such direction by the administering agency, the Consultant may request that the United States enter into such litigation to protect the interests of the United States. 8. Pursuant to California Labor Code Scceion t735, as added by Chapter 643 Staffs. 1939, and as amended, no City of Santa Ana R FP 18-064 page 33 discrimination shall be made u' the cmpinyment of persons upon public works because of race, religious creed, color, national origin, ancestry, physical handicaps, mental conclition, ittarital status, or ses oI' S i I persons, except as provided in Section 1420. and any consultant of Public works violating this Section is subject to all the penalties unposed,forit violation ofthe Chapter. Si �necl: Title: lkfChLCti�Lv Firm: iLLIl,Ju✓ Q cnV I- 2 r Date: ( \y. ?c � City of Santa Ana RFP 98-064 Page 34 Deliver to: City of Santa Ana 20 Civic Center Plaza Santa Ana CA 92702-1964 st'(017�qic Utility cor I na mul, Purpose...................................................................................................... 3 Assumptions................................................................................................. 3 Task 1- Deployment Program Management - Proof of Concept ...................................... 4 Task 1.1 - AMI Program Kickoff 4 ........................................................................ Task 1.2 - Proof of Concept Planning 4 ................................................................. Task 1.3 • Oversee/Support Proof of Concept Deployment ........................................ 5 Task 1.4 - Oversee/Support System(s) Training ..................................................... 6 Task 1.5 - Oversee/Support System(s) Testing ...................................................... 6 Task 1.6 - Oversee Systems Integration 7 .............................................................. Task 2- Business Process Re-Engineering................................................................ 7 Task2.1 - Current State................................................................................ 8 Task 2.2 - Conceptual Future State (#1) 8 ............................................................. Task 2.3 - As -Built Future State(#2).................................................... ......... 9 Task 2.4 - Business Process Audit.................................................................... 10 Task 3- Communications Campaign....................................................................10 Task 3,1 - Communications Campaign Planning....................................................10 Task3.2 - Organizational Awareness................................................................11 Task 33 - Customer Communications ...............................................................11 Task 4- Full Deployment Quality Assurance and Quality Control..................................11 Task 4.1 - Oversee and Support Full Deployment..................................................11 Task 5 - Business Intelligence and Reporting..........................................................13 Task 5.1 - Discovery and Use Case Identification.................................................. 14 Task5.2 - Use Case Design.............................................................. ...14 Task 5.3 - Recommendations Report.................................................................15 The City of Santa Ana page 12 Advanced Metering Infrastructure Program Planning and Implementation Phase 2 Scope of Work The installation of Advanced Metering Infrastructure (AMI)/ Meter Data Management System (MDMS) equipment/software(s) involves multiple vendors with several moving parts. UtiliWorks has the program management expertise to manage these variables. By combining our team's wealth of industry knowledge, Project Management Institute (PMI) approach, and a hands-on approach, we will reduce the City of Santa Ana's (Santa Ana's) overall program risk while ensuring successful outcomes. As we recommend to all our clients deploying an AMI system, the scope of services below is designed around a proven phased approach. Our approach is designed for what is best for our clients. We work on your behalf, "as an extension of your staff," ensuring your interests are the primary focus throughout the effort. Our goal is to deliver Santa Ana the best quality AMI project on time and on budget. •• This Statement of Work (SOW) is to document the services UtiliWorks Consulting, LLC. ("UtiliWorks") will provide the City of Santa Ana ("City" or "Santa Ana") for implementation activities associated with an AMI program which is inclusive of the advanced metering infrastructure and meter data management system projects. The following scope outlines eight (8) tasks, three (3) of which are included as optional: 1. Proof of Concept (POC) Program Management 2. Business Process Re -Engineering 3. Communications Campaign 4. Full Deployment Quality Assurance and Quality Control 5. Business Intelligence and Reporting 6. Benefits Verification (OPTIONAL) 7. UtiliWorks Insight (OPTIONAL) 8. AMI System Administration Staff Augmentation (OPTIONAL) Assumptions • Santa Ana will assign a Project Manager to participate in regularly scheduled status calls with the UtiliWorks Project Manager to review open issues and remove barriers to progress. • The City will designate the necessary Subject Matter Experts (SMEs) from all functional teams to actively participate throughout the ten phases of the project. • The City will have reasonable responsiveness to data requests, document or deliverables review and meeting requests. • Work will be performed by UtiliWorks resources either on -site or off -site in the completion of SOW deliverables. • During onsite sessions, The City witl provide meeting space, teleconference line, projector, and guest internet connection for meetings. • The City will be responsible for all terms and conditions outlined in the final agreement with vendor(s). UtiliWorks will provide input on certain terms and conditions as it relates to the materials and deployment. The City of Santa Ana Page 13 • The City will contract as necessary with applicable billing system vendor or third party for purposes of integration design and development with the AMUMDMS systems. The billing/ CIS vendor or integrator will participate in reoccurring meetings and/or status calls as needed. Task 1- Deployment Program Management - Proof of Concept UtitiWorks will provide implementation management oversight and subject matter expertise to support deployment of the City's AMI Project. The project will have two primary phases: A Proof of Concept (POC) Phase and Full Deployment Phase. Specific tasks and deliverables associated with the POC are outlined below. Task 1.1 - AMI Program Kickoff Prior to project kickoff, UtitiWorks will work with the City and the selected vendor(s) to develop and execute the project charter that will outline project governance and communicate the high-level project implementation approach and the responsibilities of all project participants. UtitiWorks wilt work with Santa Ana and the selected vendor(s) to develop a comprehensive Project Execution Plan (PEP). The purpose of the PEP is to provide a set of guiding principles regarding philosophy, judgments and actions to be taken over the course of the project. The PEP wilt outline the methods used for project controls related to: Quality Control, Risk/Issue/Change Management, and Communications. In conjunction with the development of the PEP, an integrated, milestone driven Microsoft project schedule will be developed to include work by all vendors for the Proof of Concept and Full Deployment phases. UtiliWorks will facilitate an on -site kickoff meeting with all Santa Ana and vendor stakeholders to initiate the project and review the project scope, timeline, communications plan and housekeeping items. Assumptions: Development of the integrated project schedule is dependent upon the receipt of each vendor specific proposed project schedule Deliverables: Project Charter (*.doc), Onsite Project Kickoff, Project Execution Plan (*.doc), Integrated Microsoft Project Schedule (*.mpp) Task 1.2 - Proof of Concept Planning The intent of the POC phase is to demonstrate full system functionality through a limited deployment. The POC will establish the necessary foundation and maximize the learning and training of the back -office processes that will benefit the utility in a large-scale roll -out. The POC itself is further divided into two phases - Alpha and Beta. UtitiWorks will conduct a series of meetings with City staff and vendor(s) to define and document how the POC will be designed and deployed. The plan will include the following at a minimum: equipment acquisition; required materials; expected services including testing and training; and, entrance/exit/acceptance criteria for the Alpha and Beta phase of the POC. This plan is a living document that will be updated and refined over the course of the POC. Deliverables: Proof of Concept Implementation Plan (*.doc) The City of Santa Ana Page 14 Task 1.3 -Oversee/Support Proof of Concept Deployment UtiliWorks will work with the City's project team, the vendor(s), and the designated systems integrator to execute the POC Implementation Plan, provide overall Project Management oversight and subject matter expertise, As is often the case during any large project, activities, tasks and timing may shift from the original plan. UtiliWorks will work with the project team to capture changes and adjust the plan accordingly. Throughout the POC, UtiliWorks will involve SMEs as required to support the numerous activities to be undertaken during this phase. Project Management activities to support the POC phase will include: maintaining the overall project schedule; work with all project participants to monitor progress and adjust the work plan as needed to stay on schedule; facilitate regular project progress and other meetings; create project status reports as required with input from the City; work with the City to monitor the scope of work of each vendor; identify, report, and track open action items, project issues and risks, potential change orders, and project budget. Specifics pertaining to the oversight and support of both the Alpha and Beta phase are discussed in more detail in the following sub - tasks. Task 1.3a - Oversee/Support Alpha POC Deployment The intent of the Alpha POC phase is to begin building the AMI telecommunications network, equip a select/limited number and type of meters with the necessary communication devices in a controlled environment, configure and deploy all application software, and start the development of all the necessary interfaces. Activities to include, but not limited to: • Coordinate with the City and the vendor(s) to identify the Alpha POC environment (i.e., meter shop/test bench) • Coordinate with the City and the vendor(s) to schedule the necessary vendor discovery sessions that will inform business requirements and system configuration • SME review of all vendor business requirements and system configuration documentation • Coordinate the AMI and MDMS software installation and/or configuration • Coordinate with the City and vendor(s) to set up the secure communications with the respective data center(s) as applicable • Coordinate the acquisition of equipment Assist with Alpha phase testing, defect tracking and troubleshooting Task 1.3b - Oversee/Support Beta POC Deployment Upon the acceptance of the Alpha phase by the City, the project will move into the Beta Phase. During the Beta phase, additional systems functionality is added and tested in manageable stages as more detailed, role -based training is provided to the user community. In parallel to development, testing and training activity, Santa Ana will be in the process of mapping the new business processes (see Task 2) that will be adopted at the end of the Beta phase to support a seamless rollout during Full Deployment and beyond. Activities to include, but not limited to: • Coordinate the establishment of the Beta POC meters and location • Coordinate the acquisition of equipment/materials • Coordinate the identification, design, development, testing, and deployment of each respective system integration • Oversee and support the Beta meter/equipment deployment • Assist with Beta phase user acceptance testing, defect tracking and troubleshooting • Assist with the development of the AMI billing cutover plan ("test" to "production") The City of Santa Ana Page 15 Task 1.4 - Oversee/Support System(s) Training Effective and timely training for Santa Ana personnel is critical to success of the project. UtiliWorks will coordinate the timing and delivery of on -site vendor training during the POC in accordance with overall project schedule and coordinate with the City regarding the availability, suitability and readiness of a training environment and participants, It is expected that some level of system training will occur during the Alpha POC for the core project team members that will serve as Alpha testers. At a minimum, this would include training for handheld or meter installation software/hardware and basic headend system navigation. More in depth, role -based user training is expected to occur during the Beta POC. This will reinforce the team's knowledge and ownership of the newly deployed system and provide an opportunity to dive deeper into training topics. UtiliWorks will review each vendor's training plan submittal for completeness including: course descriptions; course agenda; equipment/system requirements; participants; and, proposed timing. UtiliWorks may recommend additional training and other forms of end user training to supplement vendor training. UtiliWorks will work with each respective vendor and the Santa Ana Project Manager to coordinate each training session and align the training plan with a proposed training schedule over the course of each phase of the project. Assumptions: UtiliWorks SMEs will participate on -site in vendor training activities. Task 1.4 will be conducted in phases aligned with the integrated project schedule, Key milestones included in this task are: Alpha Phase training complete, Beta Phase training complete, Fell Deployment Training complete (if required). Task 1.5 - Oversee/Support System(s) Testing Critical to evaluating the success of the AMI POC and whether Santa Ana objectives are met is the plan and methodology for testing the installed solution. At a high level, testing is expected to include: Vendor -led Functional Testing - Vendor conducted software testing to ensure agreed upon configuration of system(s) is delivered and working to specifications prior to the start of any City -led user testing Alpha Phase Acceptance Testing - City -led interim phase testing to confirm read accuracy, alert functionality, AMI system two-way communications, and other exit criteria as outlined in the POC Implementation Plan. Beta Phase User Acceptance Testing (UAT) - City -led "real world" testing that validates that the delivered system can support daily business and user requirements. Full end - to -end testing will include: systems functionality; automated systems integration/data transfer; register and interval read accuracy; new and redesigned business processes; and other exit criteria as outlined in the POC Implementation Plan. UtiliWorks will review each vendor's test plan submittal for completeness and advise the City on any proposed changes or additions. Upon delivery of the final vendor test plans, UtiliWorks will develop a single integrated test plan that wilt outline at a minimum: roles and responsibilities; testing procedures; and, entrance/exit/acceptance criteria as defined in the POC Implementation Plan. UtiliWorks wilt also oversee and support testing efforts during the POC. Specifically, UtiliWorks will: The City of Santa Ana Page 1 6 • Review and provide feedback on vendor and utility test cases for each phase to identify potential gaps and supplement accordingly • Aggregate test cases provided by each vendor and the City for each phase • Coordinate scheduling and execution of the testing by each vendor and the City • Provide onsite testing oversight and support of the test team • Establish an issue/defect tracking system, monitor defects/problems reported by the test team, facilitate assignment of problems for resolution, and ensure retest by the test team Assumptions: UtiliWorks will oversee Utility personnel onsite during testing and can, but will not be required to, perform some testing with the City's permission and appropriate access to systems. UtiliWorks will not build out detailed test scripts but will support the City in their efforts. Deliverables: Integrated Test Plan (*.doc), Supplemental Test Cases (*.xls), Issue/Defect tracking system (Share Point) Task 1.6 - Oversee Systems Integration UtiliWorks will coordinate and oversee the systems integration effort that will occur during the POC phase. The intent is to have the pre -identified systems interfaces designed, developed, tested and automated prior to full deployment start. UtitiWorks will lead a kickoff integration workshop with Santa Ana staff and the designated vendor(s) personnel to identify and confirm the security requirements and network architecture; systems -specific integration methodology; and begin the discussion on file layouts and interface requirements. Following the kickoff, UtiliWorks will lead weekly technical review meetings with all designated personnel internal and external to Santa Ana to monitor progress and identify roadblocks to systems integration activities. Assumptions: Designated SME's from Santa Ana, each Vendor, and any third -party integrator will participate in the workshop(s) and the weekly status meeting Deliverables: High-level systems integration diagram (*.vsd), Weekly meeting notes and integration activities tracker(s) Task 2- Business Process Re -Engineering UtiliWorks will engage Santa Ana in a series of workshops, designed to guide the Utility through changes to internal business processes as part of an AMI Deployment. To achieve the anticipated benefits of the systems, the City will need to adopt new processes. Vendors will often skim over recommendations detailing changes specific to business processes. UtiliWorks will utilize the background information on the City, including goals and objectives, to help drive discussion around operational changes that are the successful foundation for a Business Process Re - engineering (BPR) effort. This effort is also an important step for Change Management, since a wide range of employees and staff will be involved in BPR activities. In fact, this is an opportune time to get employees involved on the "ground -level." Many of the changes recognized during BPR workshops are the direct result of new technology and systems that will fundamentally change the way the Utility operates. As part of the BPR effort, the UtiliWorks team will work to identify redundancies in The City of Santa Ana Page 1 7 business processes as well as uncover potential for streamlining processes, which includes changes that will occur with the implementation of AMI and associated technologies. Mobl@atlon& Future State Jr. Workshop / Wor Acceptance Current State Workshop Reporting&Analytics Development Future State 92 Workshop Testing (UAT) Audits) Proof of Concept / Systems Integration i'i,gm e i - Generul I wneltne for 13PH Activities, Task 2.1 - Current State By defining and documenting current business processes, UtiliWorks gains a clear understanding of the operational and organizational characteristics of each business process to inform how to re -engineer them to work with the AM] system and associated technologies. UtitiWorks begins with a workshop to gain understanding of how Utility operations currently function. The team will work with the City to document current state business processes as part of a cross - functional workshop, which includes a designated session for each business process. Supporting materials and demonstration of systems may be incorporated into the workshop agenda. (For example, walk through bitting exception reporting in CIS). UtitiWorks will work with the project team to designate a process owner for each area that wilt lead the change effort internally and be responsible for internal review check points during BPR development. Wherever possible, UtiliWorks will capture process metrics to establish a baseline for current state process analysis. This will aid the City in developing Key Performance Indicators (KPIs) to ensure desired program goats are attained. The five core business processes that are directly impacted by the deployment of AM] include: • Meter Change-Out/Retrofit • Billing Et Read Validation • Customer Inquiry and Response • Non -Pay Disconnect/Reconnect • Move In/Out Assumptions: The City will identify pertinent team members that are most appropriate to participate in discussion of process change, along with other key personnel for participation in each workshop Deliverables: Narrative of each process (*.ppt), Finalized current state process diagrams (*.vsd) Task 2.2 - Conceptual Future State (#1) The Future State #1 workshop is the second of three onsite business process workshops that are planned for the development of the final business processes. This review of each business process will focus on the development of the future state, building upon what was developed The City of Santa Ana Page 18 in current state, and utilizing the new business applications (MDMS system, AMI headend, AMI Infrastructure and AMI Meters as applicable) and the interfaces that will be deployed (AMI/MDMS, MDMS/CIS, etc.). This workshop is typically held during Alpha phase, prior to vendor training and systems configuration in order to help prepare the City to address open items with the vendors. This workshop should coincide with the Reporting Et Business Intelligence Strategy if that work is also in scope. The Future State #1 processes include: • Meter Change-Out/Retrofit • Billing a Interval Read Validation (includes VEE) • Customer Inquiry and Response • Non -Pay Disconnect/Reconnect • Move In/Out • Events £t Reports (Data QA Matrix) • Mass Meter Changeout (Deployment) The new process area, Events Et Reports, will address the advanced (non -billing related) functions enabled by the AMI/MDMS systems. This additional business process area will help the City define the operational impacts that result from AMI/MDMS implementation, UtiliWorks covers this area through creation of a Data QA Matrix during this task. The matrix identifies process owners, priorities, and the schedule for reviewing various system reports, alarms and events. The new process area, Mass Meter Changeout, will address the process for mass meter exchange during Full Deployment, with a focus on the Santa Ana's roles and responsibilities rather than the installation team's procedures. This process will include how to handle any utility - installations, return -to -utility situations, and data exchanges with a work order management system. It is imperative this process be included in the future state design in order to get the City ready to transition to Full Deployment from POC. The discussion for the Mass Meter Changeout session will revolve around data and information flows, inventory control, route sequencing and deployment preparations. Deliverables: Narrative of each process (*.ppt), Decisions and open items from workshop, Firstpass future state process diagrams (*.vsd), Draft Events & Reports Data QA Matrix. Task 2.3 - As -Built Future State (#2) The Future State #2 workshop is the third of three onsite business process workshops that are planned for the finalization of the business process flow diagrams and training materials. This final workshop will focus on addressing open items from earlier workshops, refining City staff decisions regarding, and incorporating any new information following vendor training and configuration of systems, This iteration serves to bring the process diagrams and supporting materials to a final state that can be utilized for future internal training activity. This workshop will include time for demonstration of active (test or production) systems related to core business processes. The City of Santa Ana Page 19 The Future State #2 workshop typically follows atl training during POC in order to incorporate final changes into future state design. The Future State #2 processes include; • Meter Change-Out/Retrofit • Billing & Read Validation (includes VEE) • Customer Inquiry and Response • Non -Pay Disconnect/Reconnect • Move In/Out • Events Et Reports (Data QA Matrix) • Mass Meter Changeout (Deployment) Deliverables: PowerPoint training slides incorporating ail business process decisions and workshop updates (*.ppt), Final future state process diagrams (*.vsd), Final Events & Reports Data QA Matrix. Task 2.4 - Business Process Audit UtiliWorks will review and audit the core business processes with City staff to determine how well the processes are working in the live environment. The audit wilt also identify what, if any, adjustments are needed and provide insight into individual users' performance. UtitiWorks will develop web forms to be used as test scripts to track each process audit. These scripts are based on the final business process documentation and wilt be used by UtiliWorks to follow along with each process step as they are performed by City staff onsite in a one on one format. UtiliWorks wilt present summary findings and update the final business process documentation as -needed based on findings from the audit. Deliverables: Raw audit results, Summary report on key findings from audit (*.doc) Task 3- Communications Campaign Task 3.1 - Communications Campaign Planning UtiliWorks will develop an outreach and education campaign/communications campaign plan that is in lock -step with the AM] Proof of Concept schedule. The program wilt enhance internal project communications for all utility departments and will foster proactive communications with utility customers and other external stakeholders. UtiliWorks will schedule a discovery with Santa Ana to address the following: • Refine goals, objectives, and strategy of the program (taken from the assessment phase) • Support the development of the overall project branding efforts • Finalize (baseline) the Plan that will serve as the guideline for the project deliverables. The plan will be updated periodically to reflect changes to the Campaign and the AM[ Proof of Concept schedule. Assumptions: The planning effort is conducted onsite Deliverables: Communications Plan (*.doc) The City of Santa Ana Page 1 10 Task 3.2 - Organizational Awareness As part of the discovery sessions, UtiliWorks will work with the City to identify the key topics that will drive the content of the utility organizational awareness campaign. Topics may include: • AMI project benefits and information sharing • Transitional change effecting the organization • Theft Detection and Enforcement Policy • Green Initiative Concepts developed with AM] • Areas of concern including . RF, Privacy, Cyber Security, etc. UtiliWorks will work with the City to develop the content appropriate for internal staff that will be published at various stages of the project. The content may be published via an e-mail newsletter, printed flyers, or other formats as deemed appropriate by the utility. UtiliWorks will also support the City in its effort to present this information to staff and field questions accordingly. Assumptions: UtiliWorks will assist in the development of content Delivernbles: Content to be used for internal communications Task 3.3 - Customer Communications UtiliWorks will work with the City to develop the content for a variety of customer facing materials. Customer outreach and education pieces are expected to include: • Door hangers • Status letters • Press releases • Brochures • Webpages UtiliWorks will advise the City on the timing of releasing the Information pieces to the customer base. Many of these materials wilt be distributed in parallel with other information pieces. Assumptions: UtiliWorks will assist in the development of content. The list of customer education and outreach materials above can be modified based on the outcome of the discovery sessions if the approximate level of effort is commensurate and the changes are agreed upon by the City and UtiliWorks. Santa Ana will employ a graphic designer to assist with visual layouts and design. The printing, shipment and dissemination of materials will be handled by the City. Deliverables: Content to be used for external customer communications Task 4- Full Deployment Quality Assurance and Quality Control Task 4.1 - Oversee and Support Full Deployment Upon Santa Ana acceptance of the Proof of Concept and approval to proceed with Full Deployment, UtiliWorks will provide structured project management to ensure that atl project tasks during the full deployment phase are executed in a timely, organized fashion. Given UtiliWorks field deployment expertise, we will provide the City with well -considered advice and recommendations on how to address potential issues or road blocks during this phase. The City of Santa Ana Page 1 11 Accurate recording and timely delivery of serial numbers, out reads, start reads, meter and endpoint characteristics, geographic co-ordinates, digital pictures, and install notes to the appropriate departments and systems at the City is key to full deployment success. UtiliWorks will work with the City and the Installation Contractor to develop the strategy and processes to monitor for tight control and provide a thorough audit of data to ensure a smooth transition to billing with AMI data, To ensure a successful deployment, it is necessary to detail and document the numerous aspects of the Full Deployment phase. UtiliWorks will work with the designated City staff and vendor staff to develop a detailed Full Deployment Plan. At a minimum, this plan will detail processes and procedures for: • Inventory acquisition, supply chain and logistics • Contract employee protocols • Mass meter change out (Deployment) • Communications and reporting • Field installation quality assurance and audit • Data quality assurance and audit UtiliWorks will manage and oversee the selected installation contractor and represent the City's interests accordingly. Specific project management, logistics, training, troubleshooting, and quality assurance tasks to be performed by UtiliWorks during the full deployment phase are outlined in detail below: Project Management o Represent the City regarding management of AMI vendor and their contractors and provide input on change orders and scope creep o Work with the City and the Installation contractor project manager to set production goals and monitor goal versus actual. o Assist the City with scheduling internal installs and provide additional AMI device training as needed. o Review and adjust schedule as needed based, inventory and Return to Utility (RTUs). Provide insight that allows for flexibility in scheduling in a timely manner. o Conduct a detailed review of the Installation contractor monthly invoice o Lead weekly Web based production status meetings with designated staff from the City, Installation contractor, UtiliWorks and AMI vendor. o Provide weekly status reports to the Santa Ana Project Manager to include weekly production updates, RTU's, Quality Audit findings, safety reviews, field related issues and general discussion o Meet with the Santa Ana PM weekly to review project status. Materials Management o Work with the installation contractor and the City to develop the necessary processes to accurately disperse, track, and report on the movement of equipment from warehouse through to installation. o Ensure that vendor shipments to the City are timely, work with vendors to ensure lead times don't affect production schedule, work with installation contractor PM to ensure a rolling 6-week inventory. o Work with the City to ensure inventory levels are updated and accurate, disposition of RTU's on a regular (weekly/bi-weekly) basis. The City of Santa Ana Page 1 12 o Work with the installation contractor and the City to develop a strategy and tracking method for the salvage or disposal of removed meters. Training Support/Identification o UtiliWorks will participate in all phases of training to gauge Installation contractor employee's skills in the field. o As part of UtiliWorks in -field audits, ensure that Installation contractor employees are working in a manner that meets or exceeds that of Santa Ana and recommend follow-up training as required. o Provide on-the-job training to the designated Santa Ana AMI System Technician(s) to support troubleshooting efforts in the field. Troubleshooting o Work with the AMI vendor to troubleshoot and resolve any RF coverage issues including the potential need to deploy additional network infrastructure. o Work with the designated AMI System Technician(s) to troubleshoot meter issues as they arise. o Work with the designated AMI System Technician(s) to troubleshoot meter/system alarms, flags, exceptions, etc. Quality Assurance a Work with the Santa Ana Quality Manager to ensure that City standards are maintained by all installers o Perform in -field installation quality audits of installations, to include: • Verify correct installation / check for leaks / check to verify meter pit lid fits correctly • Verify installation contractor performs instatl per specs established by the City • Verify installation contractor is working safely o Perform data quality audits using installation contractor's work order portal, to include: • Verification that meter was installed correctly • Verification that the correct meter was installed at the property • Verification of correct "out read" • Review "as left" photos to ensure work area was left in good condition Assumptions: The City will designate an AMI System Technician and a backup resource to fulfill those duties during the project when the lead AM/ System Technician is unavailable Deliverables: Full Deployment Plan (*.doc), Weekly Project Status Reports (*.doc), Weekly Field and Data QA Status Reports (*.xls) Task 5 - Business Intelligence and Reporting Business Intelligence (BI) is defined as a set of strategies, processes, applications, data, technologies and technical architectures used by companies to support the collection, data analysis, presentation and dissemination of business information. The high volume of data produced by an AMI system can greatly enhance overall utility operations, but only if that data is transformed into usable information. This effort is intended to examine the reporting and analytical needs of the City and identify where the data can be integrated, analyzed, summarized and presented in a format that is valuable to the City and its staff. The following tasks will allow UtiliWorks to develop a clear The City of Santa Ana Page 1 13 understanding of City philosophy, staffing, and current capabilities related to the technical and business aspects of analytics and reporting. Operational, exception, and Business Intelligence Reports will be defined through specific use cases. These use cases will identify the interactions between users and systems to obtain the desired output at the desired time interval and frequency. Task 5A - Discovery and Use Case Identification To understand Santa Ana goals, readiness, and existing staffing and infrastructure to support the BI Reporting effort, UtiliWorks will conduct a series of discovery sessions. These sessions are intended to determine the utility's technical and business readiness to leverage the AMI data. UtiliWorks will lead discovery sessions to assess the capabilities and maturity of operational systems such as SCADA, CIS, GIS, and OMS. This includes how robust the software is and the ability of the software application to integrate with other systems, both inbound and outbound. We will assess the City's level of commitment to each respective software application and how well the staff understands the underlying system architecture, data structure and data quality. Participants are likely to include: system owners, power users, analysts, and system administrators, UtiliWorks will lead discovery sessions with City staff to identify and document existing reports, dashboards, and data analytics currently performed. UtiliWorks will assess the technical capabilities of the City staff such as the ability to extract data, develop queries, integrate data with other systems, and develop reports. UtiliWorks will also assess the analytical capabilities of existing staff and identify any apparent gaps that would hinder the BI Reporting effort. UtiliWorks will lead discovery sessions with utility executives and department heads to outline respective goals related to the enhancement, monitoring, and tracking of electric utility, water utility, and business operations. This will include the identification of existing and desired reports, dashboards and analytics. The outcome of these discovery sessions will help to define the future reports, dashboards, and analytics to be developed and inform the use cases that UtiliWorks will explore with City SMEs in the subsequent task. Assumptions; Up to eight (8) use cases will be identified for future analysis. Deliverables: Onsite Kickoff Agenda and Presentation, Information coilected via discovery to be summarized in the Recommendations Report Task 5.2 - Use Case Design A use case defines the interactions between users or systems to obtain the desired data or information at a desired time interval and frequency for a defined purpose, UtiliWorks will facilitate one-on•one whiteboard sessions with the designated SME(s) to develop the specific use cases identified in the discovery sessions. The desired result of this process is that staff begin to think about what data or methods for data retrieval and usage are available beyond their current day-to-day activities. These sessions should be limited to those individuals responsible for performing the task at hand to facilitate an in-depth discussion. These sessions The City of Santa Ana Page 1 14 will be the launching point for UtiliWorks to make recommendations and refine the feedback into a final use case design. Points of the discussion will include: • Current methods for analyzing, and any reporting tools / data sources • Review of AMI / MDM reports and reporting tools • Identify the data source(s) and how the data wilt be collected • Specify the methods to access and present the data • Identify who/what system will receive the data Dellverohles: SME Use Case Workshops, Draft Use Case Design Document (*.ppt) Task 5.3 - Recommendations Report UtiliWorks will compile a summary report based on the outcome of the discovery sessions and use case design sessions. We will offer recommendations on how to advance the BI Reporting effort beyond the design phase. Topics will include: • Identify mismatches in Executive, Department, and SME perceptions • Technical and analytical staffing requirements • Evaluation of current reporting tools in relation to new systems and the ability to access data using the current tools and make recommendations regarding toots that provide enhanced capabilities in terms of data access and data analysis. • New or custom reports/dashboards • New software applications /modules / analytical tools • Integration with other utility IT systems • New users to add to systems (i.e. data access) • Training requirements beliverobles: Recommendotlons Report (*Joc) The City of Santa Ana Page 1 15 EXHIBIT B Deliver to: City of Santa Ana 20 Civic Center Plaza Santa Ana, CA 92701 j Strafe ,tic Ui WY Conu'dtvl Tabte of Contents Section1 - Cost Proposal ................................... .......... _.......... ............ ................. ......... .........3 1.1 Fee Proposal—, ........................................... ... _ .... ................. .......... . 3 1.2 Estimated Project Timeline..................................................................................................................... 4 1.3 Assumptions ...... ....... ........ ....................... ....... ............ ......................... ..............._...................................4 Section 2 . Standard Labor Rates by Position......................................................................4 Pagel 2of4 O 2019 UtitiWorks Consulting Section 1 - Cast Proposal 1.1 Fee Proposal The fees proposed fall into the following categories: • Fixed fee based on percent complete by task • Fixed monthly project fees based on phase duration • Estimated travel expenses UtiliWorks is proposing a not -to -exceed contract fee structure. Invoicing will be monthly based on percent complete by task plus monthly fees (as applicable) Assuming a 13-month Proof of Concept and a 14-month Full Deployment, that equates to a level of effort for Phase 1 and 2 combined of approximately 3,775 labor hours. Moro..............r,<F"C.;I „: ..ASG; Phase 1 Procurement and Contracting 1.1 Mobilization and Project Kickoff Fixed Fee $ 7,705 $ 7,705 1.2 State of Industry Review Fixed Fee $ 3,210 $ 3,210 1.3 Requirements Workshop Fixed Fee S 14,382 $ 14,382 1.4 Implementation Plan Fixed Fee $ 3,852 S 3,852 1.5 Staffing Plan Fixed Fee $ 81561 $ 8,561 1.6 RFP Development. Fixed Fee S 11,728 $ 11,728 t.7 RFP Administration Fixed Fee $ 5,993 $ 5,993 1.8 Response Evaluation Support Fixed Fee S 10,416 S 10,416 1.9 Contracting and Negotiations Support Fixed Fee $ 18,942 $ 18,942 Subtotal Phase 1 S 84,789 Phase 2 • Program Planning and implementation 2.1 .Proof of Concept Deployment Project Management (Alpha and Beta} SJiAanth • 13 MONTHS $ 27,000 $ 35 i,000 2.2 Full Deployment Project Management SIMonth - 14 MONTHS $ - 12,000 $ 168,000 2.3 Business Process Re -Engineering Fixed Fee S 70,767 $ 70,767 2.4 Communications Campaign Fixed Fee $ 51,365 S 51,365 2.5 Reporting and Business Intelligence Fixed Fee $ 29,107 S 29,107 Subtotal Phase 2 S 670,239 Total Phase 1 and Phase 2 $ 755,027 Travel Expense Allowance Phase 1 and Phase 2 (Estimated 60 person -trips) gilled of Cost S 1,000. S 60,000 Grand Total $ 1115,027 Page 1 3 of 4 0 2019 UtiliWOrks Consulting 1.2 Estimated Project Timeline UtiliWorks proposed fee is based on an estimated project duration of three (3) years starting in April 2019, Each phase and sub -phase are depicted below. 1.3 Assumptions The following assumptions are made regarding the fee proposal provided: • The travel budget is estimated at 60-person trips over the life of the project at $1,000/trip on average. Travel will be billed at actual cost, Actual trips required may vary. UtiliWorks will seek pre -approval from Santa Ana prior to booking travel. • Work witl be performed by UtiliWorks resources either on -site or off -site in the completion of SOW deliverables. • Any required state, city, or local government taxes, fees, or business licenses costs will be invoiced to the Santa Ana at actual cost incurred. • The City will make available to UtiliWorks all relevant information so that a comprehensive analysis may be performed. This information shalt be provided in a timely manner to not adversely influence the approved project plan and schedule, • The City will appoint a Project Lead that will serve as the primary point of contact throughout the engagement. The Project Lead will assist in organizing the participation of staff, management, and stakeholders as needed. • The City and its team members will assume a proactive role in actively participating in project objectives, milestones, and defined project responsibilities. Principal $260.00 Senior Manager $220.00 Man a er g _ $220.00 Senior Associate $220.00 Associate $190.00 Senior Analyst $i6OAO Analyst $160,00 Junior Analyst $i 15,00 Administrative__ 5115.00 Pagel 4 of 4 rr 2019 UtiliWorks Consulting AC ?/ D CERTIFICATE OF LIABILITY INSURANCE OAT 03/29/2/29/2019O( THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER, THIS A CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURE R(&), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(les) must have ADDITIONAL INSURED provisions or be endorsed, If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s), PRODUCER NAME Marilyn Marilyn Hagler The Juban insurance Group LLC PHONE (225 291-0405 xt No• (226)291.0420 C No EIlq(0 4319 Bluebonnet Blvd nooRess: marilyn)@Jubaninsurance.com IINSURER(S) AFFORDING COVERAGE NAICA Baton Rouge INSURERA; Certain Und @ Lloyds of London AA-1122000 LA 70809 INSURED INSURER e: Travelers lnderCRY CO Of CT 25682 Utillworks Consulting, LLC, Ullllworks, LLC ✓ INSURER C: 2361 Energy Drive, Ste. 1010 INSURER D: NSURER E Baton Rouge LA 70808 INSURER F: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OFANY CONTRACTOR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAYBE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES, LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS ILTR TYPE OF INSURANCE INSO WV POLICY NUMBER POLICY EFF MMm CYErF POLICY EXP MMIDDIYYYY LIMITS X COMMERCIAL GENERAL LIABILITY CLAIMS MADE l EACH OCCURRENCE $ 2,000,000 I OCCUR PREMISES Ea occurrence $ 250,000 MED EXP(Any one person) $ 6,000 PERSONAL &ADV INJURY $ 2,000,000 A PSH06720413 08/06/2018 08/06/2019 GENLAGGREGATE X LIMIT APPLIES PER: PRO- POLICY ❑ GENERALAGGREGATE $ 4,000,000 -COMPIOPAGG $ 2,000,000 LOG JECTPRODUCTS Employee Benefits $ 2,000,000 OTHER: AUTOMOBILE LIABILITY CO. 21 EDeanSINGLE LIMIT $ ANYAUTO BODILY INJURY (Par person) $ A AUTOOWNES SCHEDULED AUTOS ONLY AUT05 PSH05720413 08106/2018 08/06/2019 BODILY INJURY(Peracoldenn $ x HIRED v NON -OWNED AUTOS ONLY ^AUTOS ONLY PROPERTY DAMAGE Peracddenl $ Hired And Non -Owned $ 1,000,000 UMBRELLA LIAR OCCUR EACH OCCURRENCE $ $ EXCESS LOG —FTAGGREGATE CLAWS.MAOE DED RETENTION $ $ WORKERS COMPENSATION X AND EMPLOYERS' LIABILITY YIN STATUTE ERH E.L. EACHACCIDENT $ 1,000,000 B ANY OFFICERMEMBLR EXCLUDED? ❑N NIA NIA UB-6J384926-18 10/01/2018 10/01/2019 E.L. DISEASE - EA EMPLOYEE $ 1,000,000 (Mandatory In NH) If yes, dsscdb. under E.L. DISEASE -POLICY LIMIT $ 1,000-000 DESCRIPTION OF OPERATIONS below Professional Liability Each & Every Claim $2,000,000 A Errors & Ommisslons PSF105720413 OBY06/2018 08/OB/2019 Aggregate $2,000,000 Deductible $5,000 DESCRIPTION OF OPERATIONS I LOCATIONS / VEHICLES (ACORD 1D1, Additional Remarks Schedule, may be attached If more space Is required) Cyber/Technology Liability $2,000,000 Each Claim $2,000,000 Aggregate, Applicable to Certificate Holder: Blanket Additional Insured, Primary Non -Contributory basis, 30 days notice Of cancellation (10 days for non-payment) and Wavier of Subrogation Included in the General Liability Genera) Condition wording, If required by written contract. has of Sggo Rai In j�g�,�j7pr of certifcete holder when required by written agreement with respects to Workers Compensation. � q t R i ya SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN City of Santa Ana, The City, Its offcars,amployees agents, volunteers & ACCORDANCE WITH THE POLICY PROVISIONS. representatives as addl Insds AUTHORIZED REPRESENTATIVE 20 Civic Center Plaza Santa Ana CA 92701 J J W 1Una-ZVIO AGURU CUHPORATION. All rights reserved. ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD Digitally signed by Francine R. Francine R. Villareal Villareal CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/M/DD1 YYYY) 9/7/2021 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER RBN Insurance Services 303 E Wacker Dr Ste 650 IL 60601 CONTACT NAME: Tellsa Gibson PHONE FAX vC No Ext : 312-856-9400 A/c, No): 312-856-9425 E-MChicago ADDRESS: tgibson@rbninsurance.com INSURER(S) AFFORDING COVERAGE NAIC # INSURERA: Twin City Fire Insurance Co. 29459 INSURED ESOURCE-01 E Source Companies LLC 1745 38th St INSURERB: Underwriters at Lloyds 11041 INsuRERc: HARTFORD UNDERWRITERS INS CO 30104 INSURERD: Boulder CO 83301 INSURER E: INSURER F : COVERAGES CERTIFICATE NUMBER:255604206 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR TYPE OF INSURANCE ADDL INSD SUBR WVD POLICYNUMBER POLICY EFF MM/DD POLICY EXP MM/DD LIMITS A X COMMERCIAL GENERAL LIABILITY Y Y 83SBAAD4682 6/14/2021 6/14/2022 EACH OCCURRENCE $ 1,000,000 CLAIMS -MADE OCCUR PREMISES DAMAGE TO PREMISES Ea occurrence) ccurrence $ 1,000,000 MED EXP (Any one person) $ 10,000 PERSONAL & ADV INJURY $ 1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 2,000,000 POLICY PRO ❑ LOC El JECT X PRODUCTS - COMP/OP AGG $ 2,000,000 $ OTHER: A AUTOMOBILE LIABILITY 83SBAAD4682 6/14/2021 6/14/2022 COMBINED SINGLE LIMIT Ea accident $ 1,000,000 BODILY INJURY (Per person) $ ANY AUTO OWNED SCHEDULED AUTOS ONLY AUTOS BODILY INJURY (Per accident) $ X PROPERTYDAMAGE Per accident $ HIRED X NON -OWNED AUTOS ONLY AUTOS ONLY A X UMBRELLA LIAB X OCCUR 83SBAAD4682 6/14/2021 6/14/2022 EACH OCCURRENCE $ 5,000,000 AGGREGATE $ 5,000,000 EXCESS LIAB CLAIMS -MADE DED X RETENTION $ 1 n nnn $ C WORKERS COMPENSATION AND EMPLOYERS' LIABILITY Y / N ANYPROPRIETOR/PARTNER/EXECUTIVE Y 83WECAD4JDV 6/14/2021 6/14/2022 X PER OTH- STATUTE ER E.L. EACH ACCIDENT $ 1,000,000 OFFICER/MEMBER EXCLUDED? N /A E.L. DISEASE - EA EMPLOYEE $ 1,000,000 (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE - POLICY LIMIT $ 1,000,000 B Technology/Professional Liability CT0146321 6/14/2021 6/14/2022 Each Claim/Aggregate 5000000 each DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, maybe attached if more space is required) Continued Coverage Excess Professional/Cyber Policy Policy: PS100190818262 Carrier: Underwriters at Llyods Effective: 06/14/2021 to 06/14/2022 Limit: $5,000,000 each Claim/Aggregate City of Santa Ana, The City, its officers, employees, agents, volunteers & representatives are listed as additional insured on primary and non-contributory basis See Attached... CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN City of Santa Ana ACCORDANCE WITH THE POLICY PROVISIONS. Risk Management Division 20 Civic Center Plaza AUTHORIZED REPRESENTATIVE Santa Ana CA 92701 1 �oRaN RiskMmRgementDMsian r. REVIEWED & APPROVED BY: © 1988-2015 ACORD CltC+�e JZ, (JAWAI ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD ' Risk Management Analyst AGENCY CUSTOMER ID: ESOURCE-01 LOC #: ACORO� AIIIIITir)MAI REMARKS Srw=n II F AGENCY NAMED INSURED RBN Insurance Services E Source Companies LLC 1745 38th St POLICY NUMBER Boulder CO 83301 CARRIER I NAIC CODE EFFECTIVE DATE: ADDITIONAL REMARKS Paae 1 of 1 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. POLICY CHANGE This endorsement changes the policy effective on the Inception Date of the policy unless another date is indicated below: Policy Number: 83 SBAAD4682 SA Named Insured and Mailing Address; E SOURCE COMPANIES, LLC SEE FORM SS1235 1745 38TH ST BOULDER CO 80301 Policy Change Effective Date: 09/01/21 Effective hour is the same as stated in the Declarations Page of the Policy. Policy Change Number: 002 Agent Name: RBN & ASSOCIATES INC Code: 550781 POLICY CHANGES: TWIN CITY FIRE INSURANCE COMPANY ANY CHANGES IN YOUR PREMIUM WILL BE REFLECTED IN YOUR NEXT BILLING STATEMENT.IF YOU ARE ENROLLED IN REPETITIVE EFT DRAWS FROM YOUR BANK ACCOUNT, CHANGES IN PREMIUM WILL CHANGE FUTURE DRAW AMOUNTS. THIS IS NOT A BILL. NO PREMIUM DUE AS OF POLICY CHANGE EFFECTIVE DATE BUSINESS LIABILITY OPTIONAL COVERAGES ARE REVISED ADDITIONAL INSURED(S) ARE ADDED THE FOLLOWING ARE ADDITIONAL INSURED FOR BUSINESS LIABILITY COVERAGE IN THIS POLICY. LOCATION 001 BUILDING 001 SEE FORM IH 12 00 FORM NUMBERS OF ENDORSEMENTS ADDED AT ENDORSEMENT ISSUE: PRO RATA FACTOR: 0.784 THIS ENDORSEMENT DOES NOT CHANGE THE POLICY EXCEPT AS SHOWN. Form SS 12 11 04 05 T Process Date: 0 9 / 0 2 / 2 1 Page 001 (CONTINUED ON NEXT PAGE) Policy Effective Policy Expiratioi Risk MmRgementDMsian .�' REVIEWED & APPROVED BY. - Risk Management Analyst POLICY CHANGE (Continued) Policy Number: 83 SBA AD4582 Policy Change Number: 002 IH12001185 ADDITIONAL INSURED — OWNER, LESSEES OR CONTRACTOR Form SS 12 11 04 05 T Page 002 Process Date: 0 9 / 0 2 / 21 Policy Effective D Policy Expiration Risk Management DMsian REVIEWED & APPROVED BY. - Risk Management Analyst POLICY NUMBER: 83 SBA AD4682 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - OWNER, LESSEES OR CONTRACTOR CITY OF SANTA ANA, ITS OFFICERS, EMPLOYEES, AGENT, VOLUNTEERS & REPRESENTATIVES 20 CIVIC CENTER PLAZA, SANTA ANA, CA 92701 Form IH 12 00 11 85 T SEQ. NO. 003 Printed in U.S.A. Page 001 Process Date: 09/02/21 Expiration Date: 06/1, HORaN Risk MmRgementDMsian REVIEWED & APPROVED BY. - Risk Management Analyst THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT - CALIFORNIA Policy Number: 83 WEC AD4JDV Endorsement Number: Effective Date: 06/14/21 Effective hour is the same as stated on the Information Page of the policy. Named Insured and Address: E Source Companies, LLC 1745 38TH ST BOULDER CO 80301 We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) You must maintain payroll records accurately segregating the remuneration of your employees while engaged in the work described in the Schedule. The additional premium for this endorsement shall be 2 % of the California workers' compensation premium otherwise due on such remuneration. SCHEDULE Person or Organization Job Description Any person or organization from whom you are required by written contract or agreement to obtain this waiver of rights from us Countersigned by Form WC 04 03 06 (1) Printed in U.S.A. Process Date: 05/05/20 Authorized Representative Policy Exp �oRaN 3 RiskMmagemedDMsiun REVIEWED & APPROVED BY.- r Risk Management Analyst POLICY NUMBER: 83SBAAD4682 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. NOTICE OF CANCELLATION TO CERTIFICATE HOLDER(S) This policy is subject to the following additional Conditions: A. If this policy is cancelled by the Company, other than for non-payment of premium, notice of such cancellation will be provided at least thirty (30) days in advance of the cancellation effective date to the certificate holder(s) with mailing addresses on file with the agent of record or the Company. B. If this policy is cancelled by the company for non- payment of premium, or by the insured, notice of such cancellation will be provided within ten (10) days of the cancellation effective date to the certificate holder(s) with mailing addresses on file with the agent of record or the Company. Form SS 12 23 06 11 If notice is mailed, proof of mailing to the last known mailing address of the certificate holder(s) on file with the agent of record or the Company will be sufficient proof of notice. Any notification rights provided by this endorsement apply only to active certificate holder(s) who were issued a certificate of insurance applicable to this policy's term. Failure to provide such notice to the certificate holder(s) will not amend or extend the date the cancellation becomes effective, nor will it negate cancellation of the policy. Failure to send notice shall impose no liability of any kind upon the Company or its agents or representatives. © 2011, The Hartford �oRaN 3 RiskMmWmentDMsian REVIEWED & APPROVED BY.- r p R. W&Wd Risk Management Analyst BUSINESS LIABILITY COVERAGE FORM Various provisions in this policy restrict coverage. Read the entire policy carefully to determine rights, duties and what is and is not covered. Throughout this policy the words "you" and "your" refer to the Named Insured shown in the Declarations. The words "we", "us" and 'bur" refer to the stock insurance company member of The Hartford providing this insurance. The word "insured" means any person or organization qualifying as such under Section C. - Who Is An Insured. Other words and phrases that appear in quotation marks have special meaning. Refer to Section G. - Liability And Medical Expenses Definitions. A. COVERAGES 1. BUSINESS LIABILITY COVERAGE (BODILY INJURY, PROPERTY DAMAGE, PERSONAL AND ADVERTISING INJURY) Insuring Agreement We will pay those sums that the insured becomes legally obligated to pay as damages because of "bodily injury", "property damage" or "personal and advertising injury" to which this insurance applies. We will have the right and duty to defend the insured against any "suit' seeking those damages. However, we will have no duty to defend the insured against any "suit' seeking damages for "bodily injury", "property damage" or "personal and advertising injury" to which this insurance does not apply. We may, at our discretion, investigate any "occurrence" or offense and settle any claim or "suit' that may result. But: (1) The amount we will pay for damages is limited as described in Section D. - Liability And Medical Expenses Limits Of Insurance; and (2) Our right and duty to defend ends when we have used up the applicable limit of insurance in the payment of judgments, settlements or medical expenses to which this insurance applies. No other obligation or liability to pay sums or perform acts or services is covered unless explicitly provided for under Coverage Extension - Supplementary Payments. b. This insurance applies: (1) To "bodily injury" damage" only if: Form SS 00 08 04 05 and "property (a) The "bodily injury" or "property damage" is caused by an "occurrence" that takes place in the "coverage territory"; (b) The "bodily injury" or "property damage" occurs during the policy period; and (c) Prior to the policy period, no insured listed under Paragraph 1. of Section C. — Who Is An Insured and no "employee" authorized by you to give or receive notice of an 'occurrence" or claim, knew that the "bodily injury" or "property damage" had occurred, in whole or in part. If such a listed insured or authorized "employee" knew, prior to the policy period, that the "bodily injury" or "property damage" occurred, then any continuation, change or resumption of such "bodily injury" or "property damage" during or after the policy period will be deemed to have been known prior to the policy period. (2) To "personal and advertising injury" caused by an offense arising out of your business, but only if the offense was committed in the "coverage territory" during the policy period. c. "Bodily injury" or "property damage" will be deemed to have been known to have occurred at the earliest time when any insured listed under Paragraph 1. of Section C. — Who Is An Insured or any "employee" authorized by you to give or receive notice of an 'occurrence" or claim: © 2005, The Hartford (1) Reports all, or any part, of the "bodily injury" or "property damage" to us or any other insurer; Risk Management Division REVIEWED & APPROVED BY. - Risk Management Analyst BUSINESS LIABILITY COVERAGE FORM (2) Receives a written or verbal demand or claim for damages because of the "bodily injury" or "property damage"; or (3) Becomes aware by any other means that "bodily injury" or "property damage" has occurred or has begun to occur. d. Damages because of "bodily injury" include damages claimed by any person or organization for care, loss of services or death resulting at any time from the "bodily injury". e. Incidental Medical Malpractice (1) 'Bodily injury" arising out of the rendering of or failure to render professional health care services as a physician, dentist, nurse, emergency medical technician or paramedic shall be deemed to be caused by an "occurrence", but only if: (a) The physician, dentist, nurse, emergency medical technician or paramedic is employed by you to provide such services; and (b) You are not engaged in the business or occupation of providing such services. (2) For the purpose of determining the limits of insurance for incidental medical malpractice, any act or omission together with all related acts or omissions in the furnishing of these services to any one person will be considered one "occurrence". 2. MEDICAL EXPENSES Insuring Agreement a. We will pay medical expenses as described below for "bodily injury" caused by an accident: (1) On premises you own or rent; (2) On ways next to premises you own or rent; or (3) Because of your operations; provided that: (1) The accident takes place in the "coverage territory" and during the policy period; (2) The expenses are incurred and reported to us within three years of the date of the accident; and (3) The injured person submits to examination, at our expense, by physicians of our choice as often as we reasonably require. Page 2 of 24 b. We will make these payments regardless of fault. These payments will not exceed the applicable limit of insurance. We will pay reasonable expenses for: (1) First aid administered at the time of an accident; (2) Necessary medical, surgical, x-ray and dental services, including prosthetic devices; and (3) Necessary ambulance, hospital, professional nursing and funeral services. 3. COVERAGE EXTENSION - SUPPLEMENTARY PAYMENTS a. We will pay, with respect to any claim or "suit' we investigate or settle, or any "suit' against an insured we defend: (1) All expenses we incur. (2) Up to $1,000 for the cost of bail bonds required because of accidents or traffic law violations arising out of the use of any vehicle to which Business Liability Coverage for "bodily injury" applies. We do not have to furnish these bonds. (3) The cost of appeal bonds or bonds to release attachments, but only for bond amounts within the applicable limit of insurance. We do not have to furnish these bonds. (4) All reasonable expenses incurred by the insured at our request to assist us in the investigation or defense of the claim or "suit", including actual loss of earnings up to $500 a day because of time off from work. (5) All costs taxed against the insured in the "suit'. (6) Prejudgment interest awarded against the insured on that part of the judgment we pay. If we make an offer to pay the applicable limit of insurance, we will not pay any prejudgment interest based on that period of time after the offer. (7) All interest on the full amount of any judgment that accrues after entry of the judgment and before we have paid, offered to pay, or deposited in court the part of the judgment that is within the applicable limit of insurance. Any amounts paid under (1) through (7) above will not reduce the limits of insurance. �oRaN Risk MwaganadDMsiun REVIEWED & APPROVED BY. - Risk Management Analyst BUSINESS LIABILITY COVERAGE FORM b. If we defend an insured against a "suit" and an indemnitee of the insured is also named as a party to the "suit", we will defend that indemnitee if all of the following conditions are met: (1) The "suit" against the indemnitee seeks damages for which the insured has assumed the liability of the indemnitee in a contract or agreement that is an "insured contract"; (2) This insurance applies to such liability assumed by the insured; (3) The obligation to defend, or the cost of the defense of, that indemnitee, has also been assumed by the insured in the same "insured contract"; (4) The allegations in the "suit" and the information we know about the "occurrence" are such that no conflict appears to exist between the interests of the insured and the interest of the indemnitee; (5) The indemnitee and the insured ask us to conduct and control the defense B of that indemnitee against such "suit" and agree that we can assign the same counsel to defend the insured and the indemnitee; and (6) The indemnitee: (a) Agrees in writing to: (i) Cooperate with us in the investigation, settlement or defense of the "suit"; (ii) Immediately send us copies of any demands, notices, summonses or legal papers received in connection with the "suit"; (III) Notify any other insurer whose coverage is available to the indemnitee; and (iv) Cooperate with us with respect to coordinating other applicable insurance available to the indemnitee; and (b) Provides us with written authorization to: (i) Obtain records and other information related to the "suit"; and (ii) Conduct and control the defense of the indemnitee in such "suit". Form SS 00 08 04 05 So long as the above conditions are met, attorneys' fees incurred by us in the defense of that indemnitee, necessary litigation expenses incurred by us and necessary litigation expenses incurred by the indemnitee at our request will be paid as Supplementary Payments. Notwithstanding the provisions of Paragraph 1.b.(b) of Section B. — Exclusions, such payments will not be deemed to be damages for "bodily injury" and "property damage" and will not reduce the Limits of Insurance. Our obligation to defend an insured's indemnitee and to pay for attorneys' fees and necessary litigation expenses as Supplementary Payments ends when: (1) We have used up the applicable limit of insurance in the payment of judgments or settlements; or (2) The conditions set forth above, or the terms of the agreement described in Paragraph (6) above, are no longer met. EXCLUSIONS 1. Applicable To Business Liability Coverage This insurance does not apply to: a. Expected Or Intended Injury (1) "Bodily injury" or "property damage" expected or intended from the standpoint of the insured. This exclusion does not apply to "bodily injury" or "property damage" resulting from the use of reasonable force to protect persons or property; or (2) "Personal and advertising injury" arising out of an offense committed by, at the direction of or with the consent or acquiescence of the insured with the expectation of inflicting "personal and advertising injury". b. Contractual Liability (1) "Bodily injury" or "property damage"; or (2) "Personal and advertising injury" for which the insured is obligated to pay damages by reason of the assumption of liability in a contract or agreement. This exclusion does not apply to liability for damages because of: (a) "Bodily injury", "property damage" or "personal and advertising injury" that the insured would have in the absence of the contract or agreeme �oRaN RiskMmaganedDMsian REVIEWED & APPROVED BY. - Risk Management Analyst BUSINESS LIABILITY COVERAGE FORM (b) "Bodily injury" or "property damage" assumed in a contract or agreement that is an "insured contract", provided the "bodily injury" or "property damage" occurs subsequent to the execution of the contract or agreement. Solely for the purpose of liability assumed in an "insured contract", reasonable attorneys' fees and necessary litigation expenses incurred by or for a party other than an insured are deemed to be damages because of "bodily injury" or "property damage" provided: (i) Liability to such party for, or for the cost of, that party's defense has also been assumed in the same "insured contract", and (ii) Such attorneys' fees and litigation expenses are for defense of that party against a civil or alternative dispute resolution proceeding in which damages to which this insurance applies are alleged. c. Liquor Liability "Bodily injury" or "property damage" for which any insured may be held liable by reason of: (1) Causing or contributing to the intoxication of any person; (2) The furnishing of alcoholic beverages to a person under the legal drinking age or under the influence of alcohol; or (3) Any statute, ordinance or regulation relating to the sale, gift, distribution or use of alcoholic beverages. This exclusion applies only if you are in the business of manufacturing, distributing, selling, serving or furnishing alcoholic beverages. d. Workers' Compensation And Similar Laws Any obligation of the insured under a workers' compensation, disability benefits or unemployment compensation law or any similar law. e. Employer's Liability "Bodily injury" to: (1) An "employee" of the insured arising out of and in the course of: (a) Employment by the insured; or Page 4 of 24 (b) Performing duties related to the conduct of the insured's business, or (2) The spouse, child, parent, brother or sister of that "employee" as a consequence of (1) above. This exclusion applies: (1) Whether the insured may be liable as an employer or in any other capacity; and (2) To any obligation to share damages with or repay someone else who must pay damages because of the injury. This exclusion does not apply to liability assumed by the insured under an "insured contract". f. Pollution (1) "Bodily injury", "property damage" or "personal and advertising injury" arising out of the actual, alleged or threatened discharge, dispersal, seepage, migration, release or escape of "pollutants": (a) At or from any premises, site or location which is or was at any time owned or occupied by, or rented or loaned to any insured. However, this subparagraph does not apply to: (i) "Bodily injury" if sustained within a building and caused by smoke, fumes, vapor or soot produced by or originating from equipment that is used to heat, cool or dehumidify the building, or equipment that is used to heat water for personal use, by the building's occupants or their guests; (i i) "Bodily injury" or "property damage" for which you may be held liable, if you are a contractor and the owner or lessee of such premises, site or location has been added to your policy as an additional insured with respect to your ongoing operations performed for that additional insured at that premises, site or location and such premises, site or location is not and never was owned or occupied by, or rented or loaned to, any insured, other than that additional insured; or �oRaN Risk MmaganadDMsiun REVIEWED & APPROVED BY. - Risk Management Analyst BUSINESS LIABILITY COVERAGE FORM (iii) "Bodily injury" or "property released as part of the damage" arising out of heat, operations being performed smoke or fumes from a by such insured, contractor or "hostile fire"; subcontractor; (b) At or from any premises, site or (i i) "Bodily injury" or "property location which is or was at any damage" sustained within a time used by or for any insured or building and caused by the others for the handling, storage, release of gases, fumes or disposal, processing or treatment vapors from materials brought of waste; into that building in connection (c) Which are or were at any time with operations being performed transported, handled, stored, by you or on your behalf by a treated, disposed of, or processed contractor or subcontractor; or as waste by or for: (iii) "Bodily injury" or "property (i) Any insured; or damage" arising out of heat, smoke or fumes from a (ii) Any person or organization for "hostile fire"; or whom you may be legally responsible; (e) At or from any premises, site or (d) At or from any premises, site or location on which any insured or any contractors or subcontractors location on which any insured or working directly or indirectly on any any contractors or subcontractors insured's behalf are performing working directly or indirectly on operations if the operations are to any insured's behalf are test for, monitor, clean up, remove, performing operations if the contain, treat, detoxify or neutralize, "pollutants" are brought on or to or in any way respond to, or assess the premises, site or location in the effects of, "pollutants". connection with such operations by such insured, contractor or (2) Any loss, cost or expense arising out subcontractor. However, this of any: subparagraph does not apply to: (a) Request, demand, order or statutory (i) "Bodily injury" or "property or regulatory requirement that any damage" arising out of the insured or others test for, monitor, escape of fuels, lubricants or clean up, remove, contain, treat, other operating fluids which are detoxify or neutralize, or in any way needed to perform the normal respond to, or assess the effects of, electrical, hydraulic or "pollutants"; or mechanical functions (b) Claim or suit by or on behalf of a necessary for the operation of governmental authority for "mobile equipment" or its parts, damages because of testing for, if such fuels, lubricants or other monitoring, cleaning up, removing, operating fluids escape from a containing, treating, detoxifying or vehicle part designed to hold, neutralizing, or in any way store or receive them. This responding to, or assessing the exception does not apply if the effects of, "pollutants". "bodily injury" or "property However, this paragraph does not damage" arises out of the apply to liability for damages because intentional discharge, dispersal of "property damage" that the insured or release of the fuels, would have in the absence of such lubricants or other operating request, demand, order or statutory or fluids, or if such fuels, regulatory requirement, or such claim lubricants or other operating or "suit" by or on behalf of a fluids are brought on or to the governmental authority. premises, site or location with the intent that they be discharged, dispersed or Form SS 00 08 04 05 �oRaN RiskMwaganadDMsiun REVIEWED & APPROVED BY. - Risk Management Analyst BUSINESS LIABILITY COVERAGE FORM g. Aircraft, Auto Or Watercraft "Bodily injury" or "property damage" arising out of the ownership, maintenance, use or entrustment to others of any aircraft, "auto" or watercraft owned or operated by or rented or loaned to any insured. Use includes operation and "loading or unloading". This exclusion applies even if the claims against any insured allege negligence or other wrongdoing in the supervision, hiring, employment, training or monitoring of others by that insured, if the "occurrence" which caused the "bodily injury" or "property damage" involved the ownership, maintenance, use or entrustment to others of any aircraft, "auto" or watercraft that is owned or operated by or rented or loaned to any insured. This exclusion does not apply to: (1) A watercraft while ashore on premises you own or rent; (2) A watercraft you do not own that is: (a) Less than 51 feet long; and (b) Not being used to carry persons for a charge; (3) Parking an "auto" on, or on the ways next to, premises you own or rent, provided the "auto" is not owned by or rented or loaned to you or the insured; (4) Liability assumed under any "insured contract" for the ownership, maintenance or use of aircraft or watercraft; (5) "Bodily injury" or "property damage" arising out of the operation of any of the equipment listed in Paragraph f.(2) or f.(3) of the definition of "mobile equipment"; or (6) An aircraft that is not owned by any insured and is hired, chartered or loaned with a paid crew. However, this exception does not apply if the insured has any other insurance for such "bodily injury" or "property damage", whether the other insurance is primary, excess, contingent or on any other basis. h. Mobile Equipment "Bodily injury" or "property damage" arising out of: (1) The transportation of "mobile equipment" by an "auto" owned or operated by or rented or loaned to any insured; or Page 6 of 24 (2) The use of "mobile equipment" in, or while in practice or preparation for, a prearranged racing, speed or demolition contest or in any stunting activity. I. War "Bodily injury", "property damage" or "personal and advertising injury", however caused, arising, directly or indirectly, out of: (1) War, including undeclared or civil war; (2) Warlike action by a military force, including action in hindering or defending against an actual or expected attack, by any government, sovereign or other authority using military personnel or other agents; or (3) Insurrection, rebellion, revolution, usurped power, or action taken by governmental authority in hindering or defending against any of these. j. Professional Services "Bodily injury", "property damage" or "personal and advertising injury" arising out of the rendering of or failure to render any professional service. This includes but is not limited to: (1) Legal, accounting or advertising services; (2) Preparing, approving, or failing to prepare or approve maps, shop drawings, opinions, reports, surveys, field orders, change orders, designs or drawings and specifications; (3) Supervisory, inspection, architectural or engineering activities; (4) Medical, surgical, dental, x-ray or nursing services treatment, advice or instruction; (5) Any health or therapeutic service treatment, advice or instruction; (6) Any service, treatment, advice or instruction for the purpose of appearance or skin enhancement, hair removal or replacement or personal grooming; (7) Optical or hearing aid services including the prescribing, preparation, fitting, demonstration or distribution of ophthalmic lenses and similar products or hearing aid devices; �oRaN Risk MwaganadDMsiun REVIEWED & APPROVED BY. - Risk Management Analyst BUSINESS LIABILITY COVERAGE FORM (8) Optometry or optometric services including but not limited to examination of the eyes and the prescribing, preparation, fitting,demonstration or distribution of ophthalmic lenses and similar products; (9) Any: (a) Body piercing (not including ear piercing); (b) Tattooing, including but not limited to the insertion of pigments into or under the skin; and (c) Similar services; (10) Services in the practice of pharmacy; and (11) Computer consulting, design or programming services, including web site design. Paragraphs (4) and (5) of this exclusion do not apply to the Incidental Medical Malpractice coverage afforded under Paragraph 1.e. in Section A. - Coverages. k. Damage To Property "Property damage" to: (1) Property you own, rent or occupy, including any costs or expenses incurred by you, or any other person, organization or entity, for repair, replacement, enhancement, restoration or maintenance of such property for any reason, including prevention of injury to a person or damage to another's property; (2) Premises you sell, give away or abandon, if the "property damage" arises out of any part of those premises; (3) Property loaned to you; (4) Personal property in the care, custody or control of the insured; (5) That particular part of real property on which you or any contractors or subcontractors working directly or indirectly on your behalf are performing operations, if the "property damage" arises out of those operations; or (6) That particular part of any property that must be restored, repaired or replaced because "your work" was incorrectly performed on it. Form SS 00 08 04 05 Paragraphs (1), (3) and (4) of this exclusion do not apply to "property damage" (other than damage by fire) to premises, including the contents of such premises, rented to you for a period of 7 or fewer consecutive days. A separate Limit of Insurance applies to Damage To Premises Rented To You as described in Section D. - Limits Of Insurance. Paragraph (2) of this exclusion does not apply if the premises are "your work" and were never occupied, rented or held for rental by you. Paragraphs (3) and (4) of this exclusion do not apply to the use of elevators. Paragraphs (3), (4), (5) and (6) of this exclusion do not apply to liability assumed under a sidetrack agreement. Paragraphs (3) and (4) of this exclusion do not apply to "property damage" to borrowed equipment while not being used to perform operations at a job site. Paragraph (6) of this exclusion does not apply to "property damage" included in the "products -completed operations hazard". I. Damage To Your Product "Property damage" to "your product" arising out of it or any part of it. m. Damage To Your Work "Property damage" to "your work" arising out of it or any part of it and included in the "products -completed operations hazard". This exclusion does not apply if the damaged work or the work out of which the damage arises was performed on your behalf by a subcontractor. n. Damage To Impaired Property Or Property Not Physically Injured "Property damage" to "impaired property" or property that has not been physically injured, arising out of: (1) A defect, deficiency, inadequacy or dangerous condition in "your product" or "your work"; or (2) A delay or failure by you or anyone acting on your behalf to perform a contract or agreement in accordance with its terms. This exclusion does not apply to the loss of use of other property arising out of sudden and accidental physical injury to "your product" or "your work" after it has been put to its int ended use. �oRaN Risk MmaganadDMsiun REVIEWED & APPROVED BY. - Risk Management Analyst BUSINESS LIABILITY COVERAGE FORM o. Recall Of Products, Work Or Impaired Property Damages claimed for any loss, cost or expense incurred by you or others for the loss of use, withdrawal, recall, inspection, repair, replacement, adjustment, removal or disposal of: (1) "Your product"; (2) "Yourwork"; or (3) "Impaired property"; if such product, work or property is withdrawn or recalled from the market or from use by any person or organization because of a known or suspected defect, deficiency, inadequacy or dangerous condition in it. p. Personal And Advertising Injury "Personal and advertising injury": (1) Arising out of oral, written or electronic publication of material, if done by or at the direction of the insured with knowledge of its falsity; (2) Arising out of oral, written or electronic publication of material whose first publication took place before the beginning of the policy period; (3) Arising out of a criminal act committed by or at the direction of the insured; (4) Arising out of any breach of contract, except an implied contract to use another's "advertising idea" in your "advertisement"; (5) Arising out of the failure of goods, products or services to conform with any statement of quality or performance made in your "advertisement"; (6) Arising out of the wrong description of the price of goods, products or services; (7) Arising out of any violation of any intellectual property rights such as copyright, patent, trademark, trade name, trade secret, service mark or other designation of origin or authenticity. However, this exclusion does not apply to infringement, in your "advertisement", of (a) Copyright; (b) Slogan, unless the slogan is also a trademark, trade name, service mark or other designation of origin or authenticity; or Page 8 of 24 (c) Title of any literary or artistic work; (8) Arising out of an offense committed by an insured whose business is: (a) Advertising, broadcasting, publishing or telecasting; (b) Designing or determining content of web sites for others; or (c) An Internet search, access, content or service provider. However, this exclusion does not apply to Paragraphs a., b. and c. under the definition of "personal and advertising injury" in Section G. — Liability And Medical Expenses Definitions. For the purposes of this exclusion, placing an "advertisement" for or linking to others on your web site, by itself, is not considered the business of advertising, broadcasting, publishing or telecasting; (9) Arising out of an electronic chat room or bulletin board the insured hosts, owns, or over which the insured exercises control; (10) Arising out of the unauthorized use of another's name or product in your e-mail address, domain name or metatags, or any other similar tactics to mislead another's potential customers; (11) Arising out of the violation of a person's right of privacy created by any state or federal act. However, this exclusion does not apply to liability for damages that the insured would have in the absence of such state or federal act; (12) Arising out of: (a) An "advertisement" for others on your web site; (b) Placing a link to a web site of others on your web site; (c) Content from a web site of others displayed within a frame or border on your web site. Content includes information, code, sounds, text, graphics or images; or (d) Computer code, software or programming used to enable: (i) Yourweb site; or (ii) The presentation or functionality of an "advertisement" or other �oRaN RiskMmaganedDMsian REVIEWED & APPROVED BY. - Risk Management Analyst BUSINESS LIABILITY COVERAGE FORM (13) Arising out of a violation of any anti- (a) May be awarded or incurred by trust law; reason of any claim or suit (14) Arising out of the fluctuation in price or alleging actual or threatened injury value of any stocks, bonds or other or damage of any nature or kind to securities; or persons or property which would (15) Arising out of discrimination or not have occurred in whole or in "asbestos part but for the hazard"; humiliation committed by or at the direction of any "executive officer", (b) Arise out of any request, demand, director, stockholder, partner or order or statutory or regulatory member of the insured. requirement that any insured or others test for, monitor, clean up, q. Electronic Data remove, encapsulate, contain, Damages arising out of the loss of, loss of treat, detoxify or neutralize or in use of, damage to, corruption of, inability any way respond to or assess the to access, or inability to manipulate effects of an "asbestos hazard"; or "electronic data". (c) Arise out of any claim or suit for r. Employment -Related Practices damages because of testing for, "Bodily injury" or "personal and advertising monitoring, cleaning up, removing, injury" to: encapsulating, containing, treating, (1) A person arising out of any: detoxifying or neutralizing or in any way responding to or assessing the (a) Refusal to employ that person; effects of an "asbestos hazard". (b) Termination of that person's t. Violation Of Statutes That Govern E- employment; or Mails, Fax, Phone Calls Or Other (c) Employment -related practices, Methods Of Sending Material Or policies, acts or omissions, such as Information coercion, demotion, evaluation, "Bodily injury", "property damage", or reassignment, discipline, "personal and advertising injury" arising defamation, harassment, humiliation directly or indirectly out of any action or or discrimination directed at that omission that violates or is alleged to person; or violate: (2) The spouse, child, parent, brother or (1) The Telephone Consumer Protection sister of that person as a Act (TCPA), including any amendment consequence of "bodily injury" or of or addition to such law; "personal and advertising injury" to the (2) The CAN-SPAM Act of 2003, including person at whom any of the any amendment of or addition to such employment -related practices law; or described in Paragraphs (a), (b), or (c) above is directed. (3) Any statute, ordinance or regulation, This exclusion applies: other than the TCPA or CAN-SPAM Act of 2003, that prohibits or limits the (1) Whether the insured may be liable as sending, transmitting, communicating or an employer or in any other capacity; distribution of material or information. and Damage To Premises Rented To You — (2) To any obligation to share damages Exception For Damage By Fire, Lightning with or repay someone else who must or Explosion pay damages because of the injury. Exclusions c. through h. and k. through o. do s. Asbestos not apply to damage by fire, lightning or (1) "Bodily injury", "property damage" or explosion to premises rented to you or "personal and advertising injury" temporarily occupied by you with permission of arising out of the "asbestos hazard". the owner. A separate Limit of Insurance (2) Any damages, judgments, settlements, applies to this coverage as described in loss, costs or expenses that: Section D. - Liability And Medical Expenses Limits Of Insurance. Form SS 00 08 04 05 �oRaN Risk MwaganadDMsiun REVIEWED & APPROVED BY. - Risk Management Analyst BUSINESS LIABILITY COVERAGE FORM 2. Applicable To Medical Expenses Coverage We will not pay expenses for "bodily injury": a. Any Insured To any insured, except "volunteer workers". b. Hired Person To a person hired to do work for or on behalf of any insured or a tenant of any insured. c. Injury On Normally Occupied Premises To a person injured on that part of premises you own or rent that the person normally occupies. d. Workers' Compensation And Similar Laws To a person, whether or not an "employee" of any insured, if benefits for the "bodily injury" are payable or must be provided under a workers' compensation or disability benefits law or a similar law. e. Athletics Activities To a person injured while practicing, instructing or participating in any physical exercises or games, sports or athletic contests. f. Products -Completed Operations Hazard Included with the "products -completed operations hazard". g. Business Liability Exclusions Excluded under Business Liability Coverage. C. WHO IS AN INSURED 1. If you are designated in the Declarations as: a. An individual, you and your spouse are insureds, but only with respect to the conduct of a business of which you are the sole owner. b. A partnership or joint venture, you are an insured. Your members, your partners, and their spouses are also insureds, but only with respect to the conduct of your business. c. A limited liability company, you are an insured. Your members are also insureds, but only with respect to the conduct of your business. Your managers are insureds, but only with respect to their duties as your managers. d. An organization other than a partnership, joint venture or limited liability company, you are an insured. Your "executive officers" and directors are insureds, but only with respect to their duties as your officers or directors. Your stockholders are also insureds, but only with respect to their liability as stockholders. Page 10 of 24 e. A trust, you are an insured. Your trustees are also insureds, but only with respect to their duties as trustees. 2. Each of the following is also an insured: a. Employees And Volunteer Workers Your "volunteer workers" only while performing duties related to the conduct of your business, or your "employees", other than either your "executive officers" (if you are an organization other than a partnership, joint venture or limited liability company) or your managers (if you are a limited liability company), but only for acts within the scope of their employment by you or while performing duties related to the conduct of your business. However, none of these "employees" or "volunteer workers" are insureds for: (1) "Bodily injury" or "personal and advertising injury": (a) To you, to your partners or members (if you are a partnership or joint venture), to your members (if you are a limited liability company), or to a co -"employee" while in the course of his or her employment or performing duties related to the conduct of your business, or to your other "volunteer workers" while performing duties related to the conduct of your business; (2) (b) To the spouse, child, parent, brother or sister of that co - "employee" or that "volunteer worker" as a consequence of Paragraph (1)(a) above; (c) For which there is any obligation to share damages with or repay someone else who must pay damages because of the injury described in Paragraphs (1)(a) or (b) above; or (d) Arising out of his or her providing or failing to provide professional health care services. If you are not in the business of providing professional health care services, Paragraph (d) does not apply to any nurse, emergency medical technician or paramedic employed by you to provide such services. "Property damage" to property: (a) Owned, orrllnied nr licarl by oRaN Risk Mmagane dDMsian REVIEWED & APPROVED BY. - Risk Management Analyst BUSINESS LIABILITY COVERAGE FORM (b) Rented to, in the care, custody or control of, or over which physical control is being exercised for any purpose by you, any of your "employees", "volunteer workers", any partner or member (if you are a partnership or joint venture), or any member (if you are a limited liability company). b. Real Estate Manager Any person (other than your "employee" or "volunteer worker"), or any organization while acting as your real estate manager. c. Temporary Custodians Of Your Property Any person or organization having proper temporary custody of your property if you die, but only: (1) With respect to liability arising out of the maintenance or use of that property; and (2) Until your legal representative has been appointed. d. Legal Representative If You Die Your legal representative if you die, but only with respect to duties as such. That representative will have all your rights and duties under this insurance. e. Unnamed Subsidiary Any subsidiary and subsidiary thereof, of yours which is a legally incorporated entity of which you own a financial interest of more than 50% of the voting stock on the effective date of this Coverage Part. The insurance afforded herein for any subsidiary not shown in the Declarations as a named insured does not apply to injury or damage with respect to which an insured under this insurance is also an insured under another policy or would be an insured under such policy but for its termination or upon the exhaustion of its limits of insurance. 3. Newly Acquired Or Formed Organization Any organization you newly acquire or form, other than a partnership, joint venture or limited liability company, and over which you maintain financial interest of more than 50% of the voting stock, will qualify as a Named Insured if there is no other similar insurance available to that organization. However: a. Coverage under this provision is afforded only until the 180th day after you acquire or form the organization or the end of the policy period, whichever is earlier; and Form SS 00 08 04 05 b. Coverage under this provision does not apply to: (1) "Bodily injury" or "property damage" that occurred; or (2) "Personal and advertising injury" arising out of an offense committed before you acquired or formed the organization. 4. Operator Of Mobile Equipment With respect to "mobile equipment' registered in your name under any motor vehicle registration law, any person is an insured while driving such equipment along a public highway with your permission. Any other person or organization responsible for the conduct of such person is also an insured, but only with respect to liability arising out of the operation of the equipment, and only if no other insurance of any kind is available to that person or organization for this liability. However, no person or organization is an insured with respect to: a. 'Bodily injury" to a co -"employee" of the person driving the equipment; or b. "Property damage" to property owned by, rented to, in the charge of or occupied by you or the employer of any person who is an insured under this provision. 5. Operator of Nonowned Watercraft With respect to watercraft you do not own that is less than 51 feet long and is not being used to carry persons for a charge, any person is an insured while operating such watercraft with your permission. Any other person or organization responsible for the conduct of such person is also an insured, but only with respect to liability arising out of the operation of the watercraft, and only if no other insurance of any kind is available to that person or organization for this liability. However, no person or organization is an insured with respect to: a. "Bodily injury" to a co -"employee" of the person operating the watercraft; or b. "Property damage" to property owned by, rented to, in the charge of or occupied by you or the employer of any person who is an insured under this provision. Additional Insureds When Required By Written Contract, Written Agreement Or Permit The person(s) or organization(s) identified in Paragraphs a. through f. below are additional insureds when you have agreed, in a written �oRaN RiskMmWmedDMsian REVIEWED & APPROVED BY. - Risk Management Analyst BUSINESS LIABILITY COVERAGE FORM contract, written agreement or because of a permit issued by a state or political subdivision, that such person or organization be added as an additional insured on your policy, provided the injury or damage occurs subsequent to the execution of the contract or agreement, or the issuance of the permit. A person or organization is an additional insured under this provision only for that period of time required by the contract, agreement or permit. However, no such person or organization is an additional insured under this provision if such person or organization is included as an additional insured by an endorsement issued by us and made a part of this Coverage Part, including all persons or organizations added as additional insureds under the specific additional insured coverage grants in Section F. — Optional Additional Insured Coverages. a. Vendors Any person(s) or organization(s) (referred to below as vendor), but only with respect to "bodily injury" or "property damage" arising out of "your products" which are distributed or sold in the regular course of the vendor's business and only if this Coverage Part provides coverage for "bodily injury" or "property damage" included within the "products -completed operations hazard". (1) The insurance afforded to the vendor is subject to the following additional exclusions: This insurance does not apply to: (a) "Bodily injury" or "property damage" for which the vendor is obligated to pay damages by reason of the assumption of liability in a contract or agreement. This exclusion does not apply to liability for damages that the vendor would have in the absence of the contract or agreement; (b) Any express warranty unauthorized by you; (c) Any physical or chemical change in the product made intentionally by the vendor; (d) Repackaging, except when unpacked solely for the purpose of inspection, demonstration, testing, or the substitution of parts under instructions from the manufacturer, and then repackaged in the original container; Page 12 of 24 (e) Any failure to make such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products; (f) Demonstration, installation, servicing or repair operations, except such operations performed at the vendor's premises in connection with the sale of the product; (g) Products which, after distribution or sale by you, have been labeled or relabeled or used as a container, part or ingredient of any other thing or substance by or for the vendor; or (h) "Bodily injury" or "property damage" arising out of the sole negligence of the vendor for its own acts or omissions or those of its employees or anyone else acting on its behalf. However, this exclusion does not apply to: (i) The exceptions contained in Subparagraphs (d) or (f); or (ii) Such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products. (2) This insurance does not apply to any insured person or organization from whom you have acquired such products, or any ingredient, part or container, entering into, accompanying or containing such products. b. Lessors Of Equipment (1) Any person or organization from whom you lease equipment; but only with respect to their liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by your maintenance, operation or use of equipment leased to you by such person or organization. �oRaN Risk MmaganadDMsiun REVIEWED & APPROVED BY. - Risk Management Analyst BUSINESS LIABILITY COVERAGE FORM (2) With respect to the insurance afforded to these additional insureds, this insurance does not apply to any "occurrence" which takes place after you cease to lease that equipment. c. Lessors Of Land Or Premises (1) Any person or organization from whom you lease land or premises, but only with respect to liability arising out of the ownership, maintenance or use of that part of the land or premises leased to you. (2) With respect to the insurance afforded to these additional insureds, this insurance does not apply to: (a) Any 'occurrence" which takes place after you cease to lease that land or be a tenant in that premises; or (b) Structural alterations, new construction or demolition operations performed by or on behalf of such person or organization. d. Architects, Engineers Or Surveyors (1) Any architect, engineer, or surveyor, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by your acts or omissions or the acts or omissions of those acting on your behalf: (a) In connection with your premises; or (b) In the performance of your ongoing operations performed by you or on your behalf. (2) With respect to the insurance afforded to these additional insureds, the following additional exclusion applies: This insurance does not apply to "bodily injury", "property damage" or "personal and advertising injury" arising out of the rendering of or the failure to render any professional services by or for you, including: (a) The preparing, approving, or failure to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders, change orders, designs or drawings and specifications; or (b) Supervisory, inspection, architectural or engineering activities. Form SS 00 08 04 05 e. Permits Issued By State Or Political Subdivisions (1) Any state or political subdivision, but only with respect to operations performed by you or on your behalf for which the state or political subdivision has issued a permit. (2) With respect to the insurance afforded to these additional insureds, this insurance does not apply to: (a) "Bodily injury", "property damage" or "personal and advertising injury" arising out of operations performed for the state or municipality; or (b) 'Bodily injury" or "property damage" included within the "products - completed operations hazard". f. Any Other Party (1) Any other person or organization who is not an insured under Paragraphs a. through e. above, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by your acts or omissions or the acts or omissions of those acting on your behalf: (a) In the performance of your ongoing operations; (b) In connection with your premises owned by or rented to you; or (c) In connection with "your work" and included within the "products - completed operations hazard", but only if (i) The written contract or written agreement requires you to provide such coverage to such additional insured; and (ii) This Coverage Part provides coverage for "bodily injury" or "property damage" included within the "products - completed operations hazard". (2) With respect to the insurance afforded to these additional insureds, this insurance does not apply to: "Bodily injury", "property damage" or "personal and advertising injury" arising out of the rendering of, or the failure to render, any professional architectural, engineering or surveying services, inc �oRaN RiskMmaganedDMsian REVIEWED & APPROVED BY. - Risk Management Analyst BUSINESS LIABILITY COVERAGE FORM (a) The preparing, approving, or failure to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders, change orders, designs or drawings and specifications; or (b) Supervisory, inspection, architectural or engineering activities. The limits of insurance that apply to additional insureds are described in Section D. — Limits Of Insurance. How this insurance applies when other insurance is available to an additional insured is described in the Other Insurance Condition in Section E. — Liability And Medical Expenses General Conditions. No person or organization is an insured with respect to the conduct of any current or past partnership, joint venture or limited liability company that is not shown as a Named Insured in the Declarations. D. LIABILITY AND MEDICAL EXPENSES LIMITS OF INSURANCE 1. The Most We Will Pay The Limits of Insurance shown in the Declarations and the rules below fix the most we will pay regardless of the number of: a. Insureds; b. Claims made or "suits" brought; or c. Persons or organizations making claims or bringing "suits". 2. Aggregate Limits The most we will pay for: a. Damages because of "bodily injury" and "property damage" included in the "products -completed operations hazard" is the Products -Completed Operations Aggregate Limit shown in the Declarations. b. Damages because of all other "bodily injury", "property damage" or "personal and advertising injury", including medical expenses, is the General Aggregate Limit shown in the Declarations. This General Aggregate Limit applies separately to each of your "locations" owned by or rented to you. "Location" means premises involving the same or connecting lots, or premises whose connection is interrupted only by a street, roadway or right-of-way of a railroad. Page 14 of 24 This General Aggregate limit does not apply to "property damage" to premises while rented to you or temporarily occupied by you with permission of the owner, arising out of fire, lightning or explosion. 3. Each Occurrence Limit Subject to 2.a. or 2.b above, whichever applies, the most we will pay for the sum of all damages because of all "bodily injury", "property damage" and medical expenses arising out of any one 'occurrence" is the Liability and Medical Expenses Limit shown in the Declarations. The most we will pay for all medical expenses because of "bodily injury" sustained by any one person is the Medical Expenses Limit shown in the Declarations. 4. Personal And Advertising Injury Limit Subject to 2.b. above, the most we will pay for the sum of all damages because of all "personal and advertising injury" sustained by any one person or organization is the Personal and Advertising Injury Limit shown in the Declarations. 5. Damage To Premises Rented To You Limit The Damage To Premises Rented To You Limit is the most we will pay under Business Liability Coverage for damages because of "property damage" to any one premises, while rented to you, or in the case of damage by fire, lightning or explosion, while rented to you or temporarily occupied by you with permission of the owner. In the case of damage by fire, lightning or explosion, the Damage to Premises Rented To You Limit applies to all damage proximately caused by the same event, whether such damage results from fire, lightning or explosion or any combination of these. 6. How Limits Apply To Additional Insureds The most we will pay on behalf of a person or organization who is an additional insured under this Coverage Part is the lesser of: a. The limits of insurance specified in a written contract, written agreement or permit issued by a state or political subdivision; or b. The Limits of Insurance shown in the Declarations. Such amount shall be a part of and not in addition to the Limits of Insurance shown in the Declarations and described in this Section. �oRaN RiskMmaganadDMsiun REVIEWED & APPROVED BY. - Risk Management Analyst BUSINESS LIABILITY COVERAGE FORM L If more than one limit of insurance under this policy and any endorsements attached thereto applies to any claim or "suit", the most we will pay under this policy and the endorsements is the single highest limit of liability of all coverages applicable to such claim or "suit". However, this paragraph does not apply to the Medical Expenses limit set forth in Paragraph 3. above. The Limits of Insurance of this Coverage Part apply separately to each consecutive annual period and to any remaining period of less than 12 months, starting with the beginning of the policy period shown in the Declarations, unless the policy period is extended after issuance for an additional period of less than 12 months. In that case, the additional period will be deemed part of the last preceding period for purposes of determining the Limits of Insurance. LIABILITY AND MEDICAL EXPENSES GENERAL CONDITIONS 1. Bankruptcy Bankruptcy or insolvency of the insured or of the insured's estate will not relieve us of our obligations under this Coverage Part. 2. Duties In The Event Of Occurrence, Offense, Claim Or Suit a. Notice Of Occurrence Or Offense You or any additional insured must see to it that we are notified as soon as practicable of an "occurrence" or an offense which may result in a claim. To the extent possible, notice should include: (1) How, when and where the "occurrence" or offense took place; (2) The names and addresses of any injured persons and witnesses; and (3) The nature and location of any injury or damage arising out of the "occurrence" or offense. b. Notice Of Claim If a claim is made or "suit" is brought against any insured, you or any additional insured must: (1) Immediately record the specifics of the claim or "suit" and the date received; and (2) Notify us as soon as practicable. You or any additional insured must see to it that we receive a written notice of the claim or "suit" as soon as practicable. c. Assistance And Cooperation Of The Insured You and any other involved insured must: Form SS 00 08 04 05 (1) Immediately send us copies of any demands, notices, summonses or legal papers received in connection with the claim or "suit"; (2) Authorize us to obtain records and other information; (3) Cooperate with us in the investigation, settlement of the claim or defense against the "suit"; and (4) Assist us, upon our request, in the enforcement of any right against any person or organization that may be liable to the insured because of injury or damage to which this insurance may also apply. d. Obligations At The Insured's Own Cost No insured will, except at that insured's own cost, voluntarily make a payment, assume any obligation, or incur any expense, other than for first aid, without our consent. e. Additional Insured's Other Insurance If we cover a claim or "suit" under this Coverage Part that may also be covered by other insurance available to an additional insured, such additional insured must submit such claim or "suit" to the other insurer for defense and indemnity. However, this provision does not apply to the extent that you have agreed in a written contract, written agreement or permit that this insurance is primary and non-contributory with the additional insured's own insurance. f. Knowledge Of An Occurrence, Offense, Claim Or Suit Paragraphs a. and b. apply to you or to any additional insured only when such "occurrence", offense, claim or "suit" is known to: (1) You or any additional insured that is an individual; (2) Any partner, if you or an additional insured is a partnership; (3) Any manager, if you or an additional insured is a limited liability company; (4) Any "executive officer" or insurance manager, if you or an additional insured is a corporation; (5) Any trustee, if you or an additional insured is a trust; or (6) Any elected or appointed official, if you or an additional insured is a political subdivision r u lobl' tt c en �oRaN Risk MowgemadDi Sian REVIEWED & APPROVED BY. - Risk Management Analyst BUSINESS LIABILITY COVERAGE FORM This Paragraph f. applies separately to you and any additional insured. 3. Financial Responsibility Laws a. When this policy is certified as proof of financial responsibility for the future under the provisions of any motor vehicle financial responsibility law, the insurance provided by the policy for "bodily injury" liability and "property damage" liability will comply with the provisions of the law to the extent of the coverage and limits of insurance required by that law. b. With respect to "mobile equipment" to which this insurance applies, we will provide any liability, uninsured motorists, underinsured motorists, no-fault or other coverage required by any motor vehicle law. We will provide the required limits for those coverages. 4. Legal Action Against Us No person or organization has a right under this Coverage Form: a. To join us as a party or otherwise bring us into a "suit" asking for damages from an insured; or b. To sue us on this Coverage Form unless all of its terms have been fully complied with. A person or organization may sue us to recover on an agreed settlement or on a final judgment against an insured; but we will not be liable for damages that are not payable under the terms of this insurance or that are in excess of the applicable limit of insurance. An agreed settlement means a settlement and release of liability signed by us, the insured and the claimant or the claimant's legal representative. 5. Separation Of Insureds Except with respect to the Limits of Insurance, and any rights or duties specifically assigned in this policy to the first Named Insured, this insurance applies: a. As if each Named Insured were the only Named Insured; and b. Separately to each insured against whom a claim is made or "suit" is brought. 6. Representations a. When You Accept This Policy By accepting this policy, you agree: (1) The statements in the Declarations are accurate and complete; (2) Those statements are based upon representations you made to us; and Page 16 of 24 (3) We have issued this policy in reliance upon your representations. b. Unintentional Failure To Disclose Hazards If unintentionally you should fail to disclose all hazards relating to the conduct of your business at the inception date of this Coverage Part, we shall not deny any coverage under this Coverage Part because of such failure. 7. Other Insurance If other valid and collectible insurance is available for a loss we cover under this Coverage Part, our obligations are limited as follows: a. Primary Insurance This insurance is primary except when b. below applies. If other insurance is also primary, we will share with all that other insurance by the method described in c. below. b. Excess Insurance This insurance is excess over any of the other insurance, whether primary, excess, contingent or on any other basis: (1) Your Work That is Fire, Extended Coverage, Builder's Risk, Installation Risk or similar coverage for "your work"; (2) Premises Rented To You That is fire, lightning or explosion insurance for premises rented to you or temporarily occupied by you with permission of the owner; (3) Tenant Liability That is insurance purchased by you to cover your liability as a tenant for "property damage" to premises rented to you or temporarily occupied by you with permission of the owner; (4) Aircraft, Auto Or Watercraft If the loss arises out of the maintenance or use of aircraft, "autos" or watercraft to the extent not subject to Exclusion g. of Section A. —Coverages. (5) Property Damage To Borrowed Equipment Or Use Of Elevators If the loss arises out of "property damage" to borrowed equipment or the use of elevators to the extent not subject to Exclusion k. of Section A. — Coverages. �oRaN RiskMmaganadDMsiun REVIEWED & APPROVED BY. - Risk Management Analyst BUSINESS LIABILITY COVERAGE FORM (6) When You Are Added As An Additional Insured To Other Insurance That is other insurance available to you covering liability for damages arising out of the premises or operations, or products and completed operations, for which you have been added as an additional insured by that insurance; or (7) When You Add Others As An Additional Insured To This Insurance That is other insurance available to an additional insured. However, the following provisions apply to other insurance available to any person or organization who is an additional insured under this Coverage Pa rt: (a) Primary Insurance When Required By Contract This insurance is primary if you have agreed in a written contract, written agreement or permit that this insurance be primary. If other insurance is also primary, we will share with all that other insurance by the method described in c. below. (b) Primary And Non -Contributory To Other Insurance When Required By Contract If you have agreed in a written contract, written agreement or permit that this insurance is primary and non-contributory with the additional insured's own insurance, this insurance is primary and we will not seek contribution from that other insurance. Paragraphs (a) and (b) do not apply to other insurance to which the additional insured has been added as an additional insured. When this insurance is excess, we will have no duty under this Coverage Part to defend the insured against any "suit" if any other insurer has a duty to defend the insured against that "suit". If no other insurer defends, we will undertake to do so, but we will be entitled to the insured's rights against all those other insurers. Form SS 00 08 04 05 When this insurance is excess over other insurance, we will pay only our share of the amount of the loss, if any, that exceeds the sum of: (1) The total amount that all such other insurance would pay for the loss in the absence of this insurance; and (2) The total of all deductible and self - insured amounts under all that other insurance. We will share the remaining loss, if any, with any other insurance that is not described in this Excess Insurance provision and was not bought specifically to apply in excess of the Limits of Insurance shown in the Declarations of this Coverage Part. c. Method Of Sharing If all the other insurance permits contribution by equal shares, we will follow this method also. Under this approach, each insurer contributes equal amounts until it has paid its applicable limit of insurance or none of the loss remains, whichever comes first. If any of the other insurance does not permit contribution by equal shares, we will contribute by limits. Under this method, each insurer's share is based on the ratio of its applicable limit of insurance to the total applicable limits of insurance of all insurers. Transfer Of Rights Of Recovery Against Others To Us a. Transfer Of Rights Of Recovery If the insured has rights to recover all or part of any payment, including Supplementary Payments, we have made under this Coverage Part, those rights are transferred to us. The insured must do nothing after loss to impair them. At our request, the insured will bring "suit" or transfer those rights to us and help us enforce them. This condition does not apply to Medical Expenses Coverage. b. Waiver Of Rights Of Recovery (Waiver Of Subrogation) If the insured has waived any rights of recovery against any person or organization for all or part of any payment, including Supplementary Payments, we have made under this Coverage Part, we also waive that right, provided the insured waived their rights of recovery against such person or organization in a contract, agreement or permit that was executed prior to the injury �oRaN RiskMmaganadDMsiun REVIEWED & APPROVED BY. - Risk Management Analyst BUSINESS LIABILITY COVERAGE FORM F. OPTIONAL ADDITIONAL INSURED COVERAGES If listed or shown as applicable in the Declarations, one or more of the following Optional Additional Insured Coverages also apply. When any of these Optional Additional Insured Coverages apply, Paragraph 6. (Additional Insureds When Required by Written Contract, Written Agreement or Permit) of Section C., Who Is An Insured, does not apply to the person or organization shown in the Declarations. These coverages are subject to the terms and conditions applicable to Business Liability Coverage in this policy, except as provided below: 1. Additional Insured - Designated Person Or Organization WHO IS AN INSURED under Section C. is amended to include as an additional insured the person(s) or organization(s) shown in the Declarations, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by your acts or omissions or the acts or omissions of those acting on your behalf: a. In the performance of your ongoing operations; or b. In connection with your premises owned by or rented to you. 2. Additional Insured - Managers Or Lessors Of Premises a. WHO IS AN INSURED under Section C. is amended to include as an additional insured the person(s) or organization(s) shown in the Declarations as an Additional Insured - Designated Person Or Organization; but only with respect to liability arising out of the ownership, maintenance or use of that part of the premises leased to you and shown in the Declarations. b. With respect to the insurance afforded to these additional insureds, the following additional exclusions apply: This insurance does not apply to: (1) Any 'occurrence" which takes place after you cease to be a tenant in that premises; or (2) Structural alterations, new construction or demolition operations performed by or on behalf of such person or organization. Page 18 of 24 3. Additional Insured - Grantor Of Franchise WHO IS AN INSURED under Section C. is amended to include as an additional insured the person(s) or organization(s) shown in the Declarations as an Additional Insured - Grantor Of Franchise, but only with respect to their liability as grantor of franchise to you. 4. Additional Insured - Lessor Of Leased Equipment a. WHO IS AN INSURED under Section C. is amended to include as an additional insured the person(s) or organization(s) shown in the Declarations as an Additional Insured — Lessor of Leased Equipment, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by your maintenance, operation or use of equipment leased to you by such person(s) or organization(s). b. With respect to the insurance afforded to these additional insureds, this insurance does not apply to any 'occurrence" which takes place after you cease to lease that equipment. 5. Additional Insured - Owners Or Other Interests From Whom Land Has Been Leased a. WHO IS AN INSURED under Section C. is amended to include as an additional insured the person(s) or organization(s) shown in the Declarations as an Additional Insured — Owners Or Other Interests From Whom Land Has Been Leased, but only with respect to liability arising out of the ownership, maintenance or use of that part of the land leased to you and shown in the Declarations. b. With respect to the insurance afforded to these additional insureds, the following additional exclusions apply: This insurance does not apply to: (1) Any 'occurrence" that takes place after you cease to lease that land; or (2) Structural alterations, new construction or demolition operations performed by or on behalf of such person or organization. 6. Additional Insured - State Or Political Subdivision — Permits a. WHO IS AN INSURED under Section C. is amended to include as an additional insured the state or political subdivision shown in the Declarations as an Additional oRaN Risk MmRgzmentDMsian REVIEWED & APPROVED BY. - Risk Management Analyst BUSINESS LIABILITY COVERAGE FORM Insured — State Or Political Subdivision - Permits, but only with respect to operations performed by you or on your behalf for which the state or political subdivision has issued a permit. b. With respect to the insurance afforded to these additional insureds, the following additional exclusions apply: This insurance does not apply to: (1) "Bodily injury", "property damage" or "personal and advertising injury" arising out of operations performed for the state or municipality; or (2) "Bodily injury" or "property damage" included in the "product -completed operations" hazard. 7. Additional Insured —Vendors a. WHO IS AN INSURED under Section C. is amended to include as an additional insured the person(s) or organization(s) (referred to below as vendor) shown in the Declarations as an Additional Insured - Vendor, but only with respect to "bodily injury" or "property damage" arising out of "your products" which are distributed or sold in the regular course of the vendor's business and only if this Coverage Part provides coverage for "bodily injury" or "property damage" included within the "products -completed operations hazard". b. The insurance afforded to the vendor is subject to the following additional exclusions: (1) This insurance does not apply to: (a) "Bodily injury" or "property damage" for which the vendor is obligated to pay damages by reason of the assumption of liability in a contract or agreement. This exclusion does not apply to liability for damages that the vendor would have in the absence of the contract or agreement; (b) Any express warranty unauthorized by you; (c) Any physical or chemical change in the product made intentionally by the vendor; (d) Repackaging, unless unpacked solely for the purpose of inspection, demonstration, testing, or the substitution of parts under instructions from the manufacturer, and then repackaged in the original container; Form SS 00 08 04 05 (e) Any failure to make such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products; (f) Demonstration, installation, servicing or repair operations, except such operations performed at the vendor's premises in connection with the sale of the product; (g) Products which, after distribution or sale by you, have been labeled or relabeled or used as a container, part or ingredient of any other thing or substance by or for the vendor; or (h) "Bodily injury" or "property damage" arising out of the sole negligence of the vendor for its own acts or omissions or those of its employees or anyone else acting on its behalf. However, this exclusion does not apply to: The exceptions contained in Subparagraphs (d) or (f); or (ii) Such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products. (2) This insurance does not apply to any insured person or organization from whom you have acquired such products, or any ingredient, part or container, entering into, accompanying or containing such products. 8. Additional Insured — Controlling Interest WHO IS AN INSURED under Section C. is amended to include as an additional insured the person(s) or organization(s) shown in the Declarations as an Additional Insured — Controlling Interest, but only with respect to their liability arising out of: a. Their financial control of you; or b. Premises they own, maintain or control while you lease or occupy these premises. �oRaN RiskMmaganadDMsiun REVIEWED & APPROVED BY. - Risk Management Analyst BUSINESS LIABILITY COVERAGE FORM This insurance does not apply to structural alterations, new construction and demolition operations performed by or for that person or organization. 9. Additional Insured — Owners, Lessees Or Contractors — Scheduled Person Or Organization a. WHO IS AN INSURED under Section C. is amended to include as an additional insured the person(s) or organization(s) shown in the Declarations as an Additional Insured — Owner, Lessees Or Contractors, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by your acts or omissions or the acts or omissions of those acting on your behalf: (1) In the performance of your ongoing operations for the additional insured(s); or (2) In connection with "your work" performed for that additional insured and included within the "products - completed operations hazard", but only if this Coverage Part provides coverage for "bodily injury" or "property damage" included within the "products -completed operations hazard". b. With respect to the insurance afforded to these additional insureds, this insurance does not apply to "bodily injury", "property damage" or "personal an advertising injury" arising out of the rendering of, or the failure to render, any professional architectural, engineering or surveying services, including: (1) The preparing, approving, or failure to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders, change orders, designs or drawings and specifications; or (2) Supervisory, inspection, architectural or engineering activities. 10. Additional Insured — Co -Owner Of Insured Premises WHO IS AN INSURED under Section C. is amended to include as an additional insured the person(s) or Organization(s) shown in the Declarations as an Additional Insured — Co - Owner Of Insured Premises, but only with respect to their liability as co-owner of the premises shown in the Declarations. Page 20 of 24 The limits of insurance that apply to additional insureds are described in Section D. — Limits Of Insurance. How this insurance applies when other insurance is available to an additional insured is described in the Other Insurance Condition in Section E. — Liability And Medical Expenses General Conditions. G. LIABILITY AND MEDICAL EXPENSES DEFINITIONS 1. "Advertisement' means the widespread public dissemination of information or images that has the purpose of inducing the sale of goods, products or services through: a. (1) Radio; (2) Television; (3) Billboard; (4) Magazine; (5) Newspaper; b. The Internet, but only that part of a web site that is about goods, products or services for the purposes of inducing the sale of goods, products or services; or c. Any other publication that is given widespread public distribution. However, "advertisement' does not include: a. The design, printed material, information or images contained in, on or upon the packaging or labeling of any goods or products; or b. An interactive conversation between or among persons through a computer network. 2. "Advertising idea" means any idea for an "advertisement". 3. "Asbestos hazard" means an exposure or threat of exposure to the actual or alleged properties of asbestos and includes the mere presence of asbestos in any form. 4. "Auto" means a land motor vehicle, trailer or semi -trailer designed for travel on public roads, including any attached machinery or equipment. But "auto" does not include "mobile equipment". 5. "Bodily injury" means physical: a. Injury; b. Sickness; or c. Disease sustained by a person and, if arising out of the above, mental anguish or death at any time. 6. "Coverage territory" means: �oRaN RiskMmaganadDMsiun REVIEWED & APPROVED BY. - Risk Management Analyst BUSINESS LIABILITY COVERAGE FORM a. The United States of America (including its territories and possessions), Puerto Rico and Canada; b. International waters or airspace, but only if the injury or damage occurs in the course of travel or transportation between any places included in a. above; c. All other parts of the world if the injury or damage arises out of: (1) Goods or products made or sold by you in the territory described in a. above; (2) The activities of a person whose home is in the territory described in a. above, but is away for a short time on your business; or (3) "Personal and advertising injury" offenses that take place through the Internet or similar electronic means of communication provided the insured's responsibility to pay damages is determined in the United States of America (including its territories and possessions), Puerto Rico or Canada, in a "suit" on the merits according to the substantive law in such territory, or in a settlement we agree to. 7. "Electronic data" means information, facts or programs: a. Stored as or on; b. Created or used on; or c. Transmitted to or from computer software, including systems and applications software, hard or floppy disks, CD-ROMS, tapes, drives, cells, data processing devices or any other media which are used with electronically controlled equipment. 8. "Employee" includes a "leased worker". "Employee" does not include a "temporary worker". 9. "Executive officer" means a person holding any of the officer positions created by your charter, constitution, by-laws or any other similar governing document. 10. "Hostile fire" means one which becomes uncontrollable or breaks out from where it was intended to be. 11. "Impaired property" means tangible property, other than "your product" or "your work", that cannot be used or is less useful because: a. It incorporates "your product" or "your work" that is known or thought to be defective, deficient, inadequate or dangerous; or Form SS 00 08 04 05 b. You have failed to fulfill the terms of a contract or agreement; if such property can be restored to use by: a. The repair, replacement, adjustment or removal of "your product" or "your work"; or b. Your fulfilling the terms of the contract or agreement. 12. "Insured contract" means: a. A contract for a lease of premises. However, that portion of the contract for a lease of premises that indemnifies any person or organization for damage by fire, lightning or explosion to premises while rented to you or temporarily occupied by you with permission of the owner is subject to the Damage To Premises Rented To You limit described in Section D. — Liability and Medical Expenses Limits of Insurance. b. A sidetrack agreement; c. Any easement or license agreement, including an easement or license agreement in connection with construction or demolition operations on or within 50 feet of a railroad; d. Any obligation, as required by ordinance, to indemnify a municipality, except in connection with work for a municipality; e. An elevator maintenance agreement; or f That part of any other contract or agreement pertaining to your business (including an indemnification of a municipality in connection with work performed for a municipality) under which you assume the tort liability of another party to pay for "bodily injury" or "property damage" to a third person or organization, provided the "bodily injury" or "property damage" is caused, in whole or in part, by you or by those acting on your behalf. Tort liability means a liability that would be imposed by law in the absence of any contract or agreement. Paragraph f. includes that part of any contract or agreement that indemnifies a railroad for "bodily injury" or "property damage" arising out of construction or demolition operations within 50 feet of any railroad property and affecting any railroad bridge or trestle, tracks, road -beds, tunnel, underpass or crossing. However, Paragraph f. does not include that part of any rnntrart nr anraannant- �oRaN Ii:AMwaganen DMsian REVIEWED & APPROVED BY. - Risk Management Analyst BUSINESS LIABILITY COVERAGE FORM (1) That indemnifies an architect, engineer or surveyor for injury or damage arising out of: (a) Preparing, approving or failing to prepare or approve maps, shop drawings, opinions, reports, surveys, field orders, change orders, designs or drawings and specifications; or (b) Giving directions or instructions, or failing to give them, if that is the primary cause of the injury or damage; or (2) Under which the insured, if an architect, engineer or surveyor, assumes liability for an injury or damage arising out of the insured's rendering or failure to render professional services, including those listed in (1) above and supervisory, inspection, architectural or engineering activities. 13. "Leased worker" means a person leased to you by a labor leasing firm under an agreement between you and the labor leasing firm, to perform duties related to the conduct of your business. "Leased worker" does not include a "temporary worker". 14. "Loading or unloading" means the handling of property: a. After it is moved from the place where it is accepted for movement into or onto an aircraft, watercraft or "auto"; b. While it is in or on an aircraft, watercraft or "auto"; or c. While it is being moved from an aircraft, watercraft or "auto" to the place where it is finally delivered; but "loading or unloading" does not include the movement of property by means of a mechanical device, other than a hand truck, that is not attached to the aircraft, watercraft or "auto". 15. "Mobile equipment" means any of the following types of land vehicles, including any attached machinery or equipment: a. Bulldozers, farm machinery, forklifts and other vehicles designed for use principally off public roads; b. Vehicles maintained for use solely on or next to premises you own or rent; c. Vehicles that travel on crawler treads; d. Vehicles, whether self-propelled or not, on which are permanently mounted: Page 22 of 24 (1) Power cranes, shovels, loaders, diggers or drills; or (2) Road construction or resurfacing equipment such as graders, scrapers or rollers; e. Vehicles not described in a., b., c., or d. above that are not self-propelled and are maintained primarily to provide mobility to permanently attached equipment of the following types: (1) Air compressors, pumps and generators, including spraying, welding, building cleaning, geophysical exploration, lighting and well servicing equipment; or (2) Cherry pickers and similar devices used to raise or lower workers; f. Vehicles not described in a., b., c., or d. above maintained primarily for purposes other than the transportation of persons or cargo. However, self-propelled vehicles with the following types of permanently attached equipment are not "mobile equipment" but will be considered "autos": (1) Equipment, of at least 1,000 pounds gross vehicle weight, designed primarily for: (a) Snow removal; (b) Road maintenance, but not construction or resurfacing; or (c) Street cleaning; (2) Cherry pickers and similar devices mounted on automobile or truck chassis and used to raise or lower workers; and (3) Air compressors, pumps and generators, including spraying, welding, building cleaning, geophysical exploration, lighting and well servicing equipment. 16. "Occurrence" means an accident, including continuous or repeated exposure to substantially the same general harmful conditions. 17. "Personal and advertising injury" means injury, including consequential "bodily injury", arising out of one or more of the following offenses: a. False arrest, detention or imprisonment; b. Malicious prosecution; �oRaN Risk MmaganadDMsiun REVIEWED & APPROVED BY. - Risk Management Analyst BUSINESS LIABILITY COVERAGE FORM c. The wrongful eviction from, wrongful entry into, or invasion of the right of private occupancy of a room, dwelling or premises that the person occupies, committed by or on behalf of its owner, landlord or lessor; d. Oral, written or electronic publication of material that slanders or libels a person or organization or disparages a person's or organization's goods, products or services; e. Oral, written or electronic publication of material that violates a person's right of privacy; f. Copying, in your "advertisement", a person's or organization's "advertising idea" or style of "advertisement"; g. Infringement of copyright, slogan, or title of any literary or artistic work, in your "advertisement"; or h. Discrimination or humiliation that results in injury to the feelings or reputation of a natural person. 18. "Pollutants" means any solid, liquid, gaseous or thermal irritant or contaminant, including smoke, vapor, soot, fumes, acids, alkalis, chemicals and waste. Waste includes materials to be recycled, reconditioned or reclaimed. 19. "Products -completed operations hazard"; a. Includes all "bodily injury" and "property damage" occurring away from premises you own or rent and arising out of "your product" or "your work" except: (1) Products that are still in your physical possession; or (2) Work that has not yet been completed or abandoned. However, "your work" will be deemed to be completed at the earliest of the following times: (a) When all of the work called for in your contract has been completed. (b) When all of the work to be done at the job site has been completed if your contract calls for work at more than one job site. (c) When that part of the work done at a job site has been put to its intended use by any person or organization other than another contractor or subcontractor working on the same project. Form SS 00 08 04 05 Work that may need service, maintenance, correction, repair or replacement, but which is otherwise complete, will be treated as completed. The "bodily injury" or "property damage" must occur away from premises you own or rent, unless your business includes the selling, handling or distribution of "your product" for consumption on premises you own or rent. b. Does not include "bodily injury" or "property damage" arising out of: (1) The transportation of property, unless the injury or damage arises out of a condition in or on a vehicle not owned or operated by you, and that condition was created by the "loading or unloading" of that vehicle by any insured; or (2) The existence of tools, uninstalled equipment or abandoned or unused materials. 20. "Property damage" means: a. Physical injury to tangible property, including all resulting loss of use of that property. All such loss of use shall be deemed to occur at the time of the physical injury that caused it; or b. Loss of use of tangible property that is not physically injured. All such loss of use shall be deemed to occur at the time of "occurrence" that caused it. As used in this definition, "electronic data" is not tangible property. 21. "Suit" means a civil proceeding in which damages because of "bodily injury", "property damage" or "personal and advertising injury" to which this insurance applies are alleged. "Suit" includes: a. An arbitration proceeding in which such damages are claimed and to which the insured must submit or does submit with our consent; or b. Any other alternative dispute resolution proceeding in which such damages are claimed and to which the insured submits with our consent. 22. "Temporary worker" means a person who is furnished to you to substitute for a permanent "employee" on leave or to meet seasonal or short-term workload conditions. 23. "Volunteer worker" means a person who: a. Is not your "employee"; �oRaN Risk MmaganadDMsiun REVIEWED & APPROVED BY. - Risk Management Analyst BUSINESS LIABILITY COVERAGE FORM b. Donates his or her work; c. Acts at the direction of and within the scope of duties determined by you; and d. Is not paid a fee, salary or other compensation by you or anyone else for their work performed for you. 24. "Your product': a. Means: (1) Any goods or products, other than real property, manufactured, sold, handled, distributed or disposed of by: (a) You; (b) Others trading under your name; or (c) A person or organization whose business or assets you have acquired; and (2) Containers (other than vehicles), materials, parts or equipment furnished in connection with such goods or products. b. Includes: (1) Warranties or representations made at any time with respect to the fitness, quality, durability, performance or use of "your product'; and Page 24 of 24 (2) The providing of or failure to provide warnings or instructions. c. Does not include vending machines or other property rented to or located for the use of others but not sold. 25. "Yourwork": a. Means: (1) Work or operations performed by you or on your behalf; and (2) Materials, parts or equipment furnished in connection with such work or operations. b. Includes: (1) Warranties or representations made at any time with respect to the fitness, quality, durability, performance or use of "yourwork"; and (2) The providing of or failure to provide warnings or instructions. �oRaN Risk MmaganadDMsiun REVIEWED & APPROVED BY. - Risk Management Analyst Source POWERING WHAT'S NEXT 1-800-ESOURCE esource@esource.com www.esource.com 8/19/2021 To Whom it May Concern: This letter is to inform you that UtiliWorks Consulting (the "Company") is now a member of the E SourceT`" group of companies as of its acquisition date of 02/02/2020, and is doing business as E Source Companies LLC. You may now refer to the Company in all your correspondence and other business matters as E Source Companies LLC, or in informal communication, E Source. To avoid confusion, we want to confirm in this letter that the legal entity with whom you are doing business has not changed. You are still doing business with the Company; it is just being referred to by a different name. All contracts between you and the Company continue to be binding on both parties and do not need to be changed in any respect. Any debts and obligations owed to you by the Company are not affected by this name change. Please do not hesitate to call or email if you have any questions. Sincerely, Kathleen Perrone Senior Operations Specialist I E Source Technology Planning and Implementation Consulting Tel 303-345-9254 Kathleen Perrone(@esource.com �oRaN } z RAMwagmentDMsian REVIEWED & APPROVED BY.- f R. V;&wd Risk Management Analyst Ejhjubmmz!tjhofe!cz!Upsj!Qjfstpo! Upsj!Qjfstpo Ebuf;!3133/17/34!19;18;2:!.18(11( EBUF!)NN0EE0ZZZZ* DFSUJGJDBUF!PG!MJBCJMJUZ!JOTVSBODF UIJT!DFSUJGJDBUF!JT!JTTVFE!BT!B!NBUUFS!PG!JOGPSNBUJPO!POMZ!BOE!DPOGFST!OP!SJHIUT!VQPO!UIF!DFSUJGJDBUF!IPMEFS/!UIJT DFSUJGJDBUF!EPFT!OPU!BGGJSNBUJWFMZ!PS!OFHBUJWFMZ!BNFOE-!FYUFOE!PS!BMUFS!UIF!DPWFSBHF!BGGPSEFE!CZ!UIF!QPMJDJFT CFMPX/!!UIJT!DFSUJGJDBUF!PG!JOTVSBODF!EPFT!OPU!DPOTUJUVUF!B!DPOUSBDU!CFUXFFO!UIF!JTTVJOH!JOTVSFS)T*-!BVUIPSJ\[FE SFQSFTFOUBUJWF!PS!QSPEVDFS-!BOE!UIF!DFSUJGJDBUF!IPMEFS/ JNQPSUBOU;!!Jg!uif!dfsujgjdbuf!ipmefs!jt!bo!BEEJUJPOBM!JOTVSFE-!uif!qpmjdz)jft*!nvtu!ibwf!BEEJUJPOBM!JOTVSFE!qspwjtjpot!ps!cf!foepstfe/ Jg!TVCSPHBUJPO!JT!XBJWFE-!tvckfdu!up!uif!ufsnt!boe!dpoejujpot!pg!uif!qpmjdz-!dfsubjo!qpmjdjft!nbz!sfrvjsf!bo!foepstfnfou/!!B!tubufnfou!po uijt!dfsujgjdbuf!epft!opu!dpogfs!sjhiut!up!uif!dfsujgjdbuf!ipmefs!jo!mjfv!pg!tvdi!foepstfnfou)t*/ DPOUBDU QSPEVDFS OBNF; GBY QIPOF )B0D-!Op*; )B0D-!Op-!Fyu*; F.NBJM BEESFTT; JOTVSFS)T*!BGGPSEJOH!DPWFSBHFOBJD!$ JOTVSFS!B!; JOTVSFE JOTVSFS!C!; JOTVSFS!D!; JOTVSFS!E!; JOTVSFS!F!; JOTVSFS!G!; DPWFSBHFTDFSUJGJDBUF!OVNCFS;SFWJTJPO!OVNCFS; UIJT!JT!UP!DFSUJGZ!UIBU!UIF!QPMJDJFT!PG!JOTVSBODF!MJTUFE!CFMPX!IBWF!CFFO!JTTVFE!UP!UIF!JOTVSFE!OBNFE!BCPWF!GPS!UIF!QPMJDZ!QFSJPE JOEJDBUFE/!!OPUXJUITUBOEJOH!BOZ!SFRVJSFNFOU-!UFSN!PS!DPOEJUJPO!PG!BOZ!DPOUSBDU!PS!PUIFS!EPDVNFOU!XJUI!SFTQFDU!UP!XIJDI!UIJT DFSUJGJDBUF!NBZ!CF!JTTVFE!PS!NBZ!QFSUBJO-!UIF!JOTVSBODF!BGGPSEFE!CZ!UIF!QPMJDJFT!EFTDSJCFE!IFSFJO!JT!TVCKFDU!UP!BMM!UIF!UFSNT- FYDMVTJPOT!BOE!DPOEJUJPOT!PG!TVDI!QPMJDJFT/!MJNJUT!TIPXO!NBZ!IBWF!CFFO!SFEVDFE!CZ!QBJE!DMBJNT/ BEEMTVCS QPMJDZ!FGGQPMJDZ!FYQ JOTS UZQF!PG!JOTVSBODFMJNJUT QPMJDZ!OVNCFS MUS)NN0EE0ZZZZ*)NN0EE0ZZZZ* JOTEXWE DPNNFSDJBM!HFOFSBM!MJBCJMJUZ FBDI!PDDVSSFODF% EBNBHF!UP!SFOUFE DMBJNT.NBEFPDDVS% QSFNJTFT!)Fb!pddvssfodf* NFE!FYQ!)Boz!pof!qfstpo*% QFSTPOBM!'!BEW!JOKVSZ% HFO(M!BHHSFHBUF!MJNJU!BQQMJFT!QFS;HFOFSBM!BHHSFHBUF% QSP. QPMJDZMPDQSPEVDUT!.!DPNQ0PQ!BHH% KFDU % PUIFS; DPNCJOFE!TJOHMF!MJNJU BVUPNPCJMF!MJBCJMJUZ% )Fb!bddjefou* BOZ!BVUP CPEJMZ!JOKVSZ!)Qfs!qfstpo*% PXOFETDIFEVMFE CPEJMZ!JOKVSZ!)Qfs!bddjefou*% BVUPT!POMZBVUPT OPO.PXOFE IJSFEQSPQFSUZ!EBNBHF % )Qfs!bddjefou* BVUPT!POMZBVUPT!POMZ % VNCSFMMB!MJBC FBDI!PDDVSSFODF% PDDVS FYDFTT!MJBC DMBJNT.NBEFBHHSFHBUF% % EFESFUFOUJPO% QFSPUI. XPSLFST!DPNQFOTBUJPO TUBUVUFFS BOE!FNQMPZFST(!MJBCJMJUZ Z!0!O BOZQ!SPQSJFUPS0QBSUOFS0FYFDVUJWF F/M/!FBDI!BDDJEFOU% O!0!B PGGJDFS0NFNCFS!FYDMVEFE@ )Nboebupsz!jo!OI* F/M/!EJTFBTF!.!FB!FNQMPZFF% Jg!zft-!eftdsjcf!voefs F/M/!EJTFBTF!.!QPMJDZ!MJNJU% EFTDSJQUJPO!PG!PQFSBUJPOT!cfmpx EFTDSJQUJPO!PG!PQFSBUJPOT!0!MPDBUJPOT!0!WFIJDMFT!!)BDPSE!212-!Beejujpobm!Sfnbslt!Tdifevmf-!nbz!cf!buubdife!jg!npsf!tqbdf!jt!sfrvjsfe* DFSUJGJDBUF!IPMEFSDBODFMMBUJPO TIPVME!BOZ!PG!UIF!BCPWF!EFTDSJCFE!QPMJDJFT!CF!DBODFMMFE!CFGPSF UIF!FYQJSBUJPO!EBUF!UIFSFPG-!OPUJDF!XJMM!CF!EFMJWFSFE!JO BDDPSEBODF!XJUI!UIF!QPMJDZ!QSPWJTJPOT/ BVUIPSJ\[FE!SFQSFTFOUBUJWF ª!2:99.3126!BDPSE!DPSQPSBUJPO/!!Bmm!sjhiut!sftfswfe/ BDPSE!36!)3127014*Uif!BDPSE!obnf!boe!mphp!bsf!sfhjtufsfe!nbslt!pg!BDPSE 8/19/2021 To Whom it May Concern: This letter is to inform you that UtiliWorks Consulting (the “Company”) is now a member of the E Source™ group of companies as of its acquisition date of 02/02/2020, and is doing business as E Source Companies LLC.You may now refer to the Company in all your correspondence and other business matters as E Source Companies LLC, or in informal communication, E Source. To avoid confusion, we want to confirm in this letter that the legal entity with whom you are doing business has not changed. You are still doing business with the Company; it is just being referred to by a different name. All contracts between you and the Company continue to be binding on both parties and do not need to be changed in any respect. Any debts and obligations owed to you by the Company are not affected by this name change. Please do not hesitate to call or email if you have any questions. Sincerely, Kathleen Perrone Senior Operations Specialist | E Source Technology Planning and Implementation Consulting Tel 303-345-9254 Kathleen_Perrone@esource.com