Agmt17 Smart Utility Systems, Inc.

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ORIGINAL AGREEMENT FOR PROFESSIONAL SERVICES Smart Utility Systems, Inc. THIYGREEMENT is made and entered into as of the �_ day of LI rJc 201 -by and between the CITY OF REDWOOD CITY, a charter city and municipal corporation of the State of California ("City"), and Smart Utility Systems, Inc., a Delaware corporation ("Consultant"). RECITALS A. City requires the professional services of a provider to implement a hosted customer portal and native mobile apps for water utility customers plus customer service, admin and analytics portals for utility employees. B. Consultant has the necessary experience in providing professional services and advice. C. Selection of Consultant is expected to achieve the desired results in an expedited fashion. D. Consultant has submitted a proposal to City and has affirmed its willingness and ability to perform such work. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, the Parties agree as follows: 1. Scope of Work-. City retains Consultant to perform and deliver, and Consultant agrees to render and provide, those professional services and access to certain software (the "Services") that are defined in attached Exhibit "A" and Exhibit "C" respectively which are incorporated herein by reference. In the event of a conflict between the provisions of Exhibit "A" or Exhibit "C" and the terms of this Agreement, the terms of this Agreement shall prevail. City shall have the right to modify the scope of work to delete tasks in whole or in part. The software shall allow calculation of water budgets to be configurable by City as outlined in Exhibit "D." 2. Standard of Performance. While performing the Services, Consultant will exercise the reasonable professional care and skill customarily exercised by reputable members of Consultant's profession practicing in the urban Northern California Area, and will use reasonable diligence and best judgment while exercising its professional skill and expertise, and maintain software and service performance and warranties as provided in Exhibit "C." All software subscription and support terms shall be governed by the attached "Software as a Service Subscription Terms and Conditions", which is hereby incorporated by reference as Exhibit "C" below. Page 1 of 38 ATTY/AGR/2017.104/SMART ENERGY SYSTEMS — CUSTOMER WATER USE PORTAL REV: 05-15-17 MI