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HomeMy WebLinkAboutCO 2025-256 - ETAP Automation, IncPSA with Professional Liability Insurance (Non-Design) Page 1 Last Revised: 11/12/2020 AGREEMENT FOR PROFESSIONAL SERVICES THIS AGREEMENT is made and entered into this 19th day of November, 2025, by and between the City of Rancho Cucamonga, a municipal corporation (“City”) and ETAP Automation, Inc., a California corporation (“Consultant”). RECITALS A.City has heretofore issued its request for proposals to perform the following professional services: ETAP Real Time Solution – Integration and Automation services for the Rancho Cucamonga Municipal Utility (“the Project”). B.Consultant has submitted a proposal to perform the professional services described in Recital “A”, above, necessary to complete the Project. C.City desires to engage Consultant to complete the Project in the manner set forth and more fully described herein. D.Consultant represents that it is fully qualified and licensed under the laws of the State of California to perform the services contemplated by this Agreement in a good and professional manner. AGREEMENT NOW, THEREFORE, in consideration of performance by the parties of the mutual promises, covenants, and conditions herein contained, the parties hereto agree as follows: 1.Consultant’s Services. 1.1 Scope and Level of Services. Subject to the terms and conditions set forth in this Agreement, City hereby engages Consultant to perform all technical and professional services described in Recitals “A” and “B” above, including, but not limited to ETAP Real Time Solution software and services, all as more fully set forth in the Consultant’s proposal, dated October 17, 2025 and entitled “Scope of Work”, attached hereto as Exhibit “A”, and incorporated by reference herein. The nature, scope, and level of the services required to be performed by Consultant are set forth in the Scope of Work and are referred to herein as “the Services.” In the event of any inconsistencies between the Scope of Work and this Agreement, the terms and provisions of this Agreement shall control. 1.2 Revisions to Scope of Work. Upon request of the City, the Consultant will promptly meet with City staff to discuss any revisions to the Project desired by the City. Consultant agrees that the Scope of Work may be amended based City of Rancho C ucamonga CONTRACT NUMBER 2025-256 Docusign Envelope ID: DD4E0D60-54A3-4219-8BBB-CCF2D1FD024B PSA with Professional Liability Insurance (Non-Design) Page 2 Last Revised: 11/12/2020 upon said meetings, and, by amendment to this Agreement, the parties may agree on a revision or revisions to Consultant’s compensation based thereon. A revision pursuant to this Section that does not increase the total cost payable to Consultant by more than ten percent (10%) of the total compensation specified in Section 3, may be approved in writing by City’s City Manager without amendment. 1.3 Time for Performance. Consultant shall perform all services under this Agreement in a timely, regular basis consistent with industry standards for professional skill and care, and in accordance with any schedule of performance set forth in the Scope of Work, or as set forth in a “Schedule of Performance”, if such Schedule is attached hereto as Exhibit “N/A”. 1.4 Standard of Care. As a material inducement to City to enter into this Agreement, Consultant hereby represents that it has the experience necessary to undertake the services to be provided. In light of such status and experience, Consultant hereby covenants that it shall follow the customary professional standards in performing the Services. 1.5 Familiarity with Services. By executing this Agreement, Consultant represents that, to the extent required by the standard of practice, Consultant (a) has investigated and considered the scope of services to be performed, (b) has carefully considered how the services should be performed, and (c) understands the facilities, difficulties and restrictions attending performance of the services under this Agreement. Consultant represents that Consultant, to the extent required by the standard of practice, has investigated any areas of work, as applicable, and is reasonably acquainted with the conditions therein. Should Consultant discover any latent or unknown conditions, which will materially affect the performance of services, Consultant shall immediately inform City of such fact and shall not proceed except at Consultant’s risk until written instructions are received from the City Representative. 2. Term of Agreement. The term of this Agreement shall be three (3) years and shall become effective as of the date of the mutual execution by way of both parties signature (the “Effective Date”). No work shall be conducted; service or goods will not be provided until this Agreement has been executed and above requirements have been fulfilled. Parties to this Agreement shall have the option to renew in two (2) year increments to a total of four (4) years, unless sooner terminated as provided in Section 14 herein. Options to renew are contingent upon the City Manager’s approval, subject to pricing review, and in accordance with all Terms and Conditions stated herein unless otherwise provided in writing by the City. 3. Compensation. 3.1 Compensation. City shall compensate Consultant as set forth in Exhibit A, provided, however, that full, total and complete amount payable to Consultant Docusign Envelope ID: DD4E0D60-54A3-4219-8BBB-CCF2D1FD024B PSA with Professional Liability Insurance (Non-Design) Page 3 Last Revised: 11/12/2020 shall not exceed $189,350.00 (One Hundred Eighty Nine Thousand Three Hundred Fifty Dollars), including all out of pocket expenses, unless additional compensation is approved by the City Council. City shall not withhold any federal, state or other taxes, or other deductions. However, City shall withhold not more than ten percent (10%) of any invoice amount pending receipt of any deliverables reflected in such invoice. Under no circumstance shall Consultant be entitled to compensation for services not yet satisfactorily performed. The parties further agree that compensation may be adjusted in accordance with Section 1.2 to reflect subsequent changes to the Scope of Services. City shall compensate Consultant for any authorized extra services as set forth in Exhibit A. 4. Method of Payment. 4.1 Invoices. Consultant shall submit to City monthly invoices for the Services performed pursuant to this Agreement. The invoices shall describe in detail the Services rendered during the period and shall separately describe any authorized extra services. Any invoice claiming compensation for extra services shall include appropriate documentation of prior authorization of such services. All invoices shall be remitted to the City of Rancho Cucamonga, California. 4.2 City shall review such invoices and notify Consultant in writing within ten (10) business days of any disputed amounts. 4.3 City shall pay all undisputed portions of the invoice within thirty (30) calendar days after receipt of the invoice up to the not-to-exceed amounts set forth in Section 3. 4.4 All records, invoices, time cards, cost control sheets and other records maintained by Consultant relating to services hereunder shall be available for review and audit by the City. 5. Representatives. 5.1 City Representative. For the purposes of this Agreement, the contract administrator and City’s representative shall be Chris Beeman, Deputy Director of Electric Utility Services, or such other person as designated in writing by the City (“City Representative”). It shall be Consultant’s responsibility to assure that the City Representative is kept informed of the progress of the performance of the services, and Consultant shall refer any decisions that must be made by City to the City Representative. Unless otherwise specified herein, any approval of City required hereunder shall mean the approval of the City Representative. 5.2 Consultant Representative. For the purposes of this Agreement, John Francis, Senior Vice President is hereby designated as the principal and representative of Consultant authorized to act in its behalf with respect to the services specified herein and make all decisions in connection therewith (“Consultant’s Representative”). It is expressly understood that the experience, knowledge, capability Docusign Envelope ID: DD4E0D60-54A3-4219-8BBB-CCF2D1FD024B PSA with Professional Liability Insurance (Non-Design) Page 4 Last Revised: 11/12/2020 and reputation of the Consultant’s Representative were a substantial inducement for City to enter into this Agreement. Therefore, the Consultant’s Representative shall be responsible during the term of this Agreement for directing all activities of Consultant and devoting sufficient time to personally supervise the services hereunder. Consultant may not change the Responsible Principal without the prior written approval of City. 6. Consultant’s Personnel. 6.1 All Services shall be performed by Consultant or under Consultant’s direct supervision, and all personnel shall possess the qualifications, permits, and licenses required by State and local law to perform such Services, including, without limitation, a City business license as required by the City’s Municipal Code. 6.2 Consultant shall be solely responsible for the satisfactory work performance of all personnel engaged in performing the Services and compliance with the standard of care set forth in Section 1.4. 6.3 Consultant shall be responsible for payment of all employees’ and subcontractors’ wages and benefits, and shall comply with all requirements pertaining to employer’s liability, workers’ compensation, unemployment insurance, and Social Security. By its execution of this Agreement, Consultant certifies that it is aware of the provisions of Section 3700 of the California Labor Code that require every employer to be insured against liability for Worker's Compensation or to undertake self-insurance in accordance with the provisions of that Code, and agrees to comply with such provisions before commencing the performance of the Services. 6.4 Consultant shall indemnify, defend and hold harmless City and its elected officials, officers and employees, servants, designated volunteers, and agents serving as independent contractors in the role of city or agency officials, from any and all liability, damages, claims, costs and expenses of any nature to the extent arising from Consultant’s violations of personnel practices and/or any violation of the California Labor Code. City shall have the right to offset against the amount of any fees due to Consultant under this Agreement any amount due to City from Consultant as a result of Consultant’s failure to promptly pay to City any reimbursement or indemnification arising under this Section 6. 7. Ownership of Work Product. 7.1 Ownership. All documents, ideas, concepts, electronic files, drawings, photographs and any and all other writings, including drafts thereof, prepared, created or provided by Consultant in the course of performing the Services, including any and all intellectual and proprietary rights arising from the creation of the same (collectively, “Work Product”), are considered to be “works made for hire” for the benefit of the City. Upon payment being made, and provided Consultant is not in breach of this Agreement, all Work Product shall be and remain the property of City without restriction or limitation upon its use or dissemination by City. Basic survey notes, sketches, charts, computations and similar data prepared or obtained by Consultant under Docusign Envelope ID: DD4E0D60-54A3-4219-8BBB-CCF2D1FD024B PSA with Professional Liability Insurance (Non-Design) Page 5 Last Revised: 11/12/2020 this Agreement shall, upon request, be made available to City. None of the Work Product shall be the subject of any common law or statutory copyright or copyright application by Consultant. In the event of the return of any of the Work Product to Consultant or its representative, Consultant shall be responsible for its safe return to City. Under no circumstances shall Consultant fail to deliver any draft or final designs, plans, drawings, reports or specifications to City upon written demand by City for their delivery, notwithstanding any disputes between Consultant and City concerning payment, performance of the contract, or otherwise. This covenant shall survive the termination of this Agreement. City’s reuse of the Work Product for any purpose other than the Project, shall be at City’s sole risk. 7.2. Assignment of Intellectual Property Interests: Upon execution of this Agreement and to the extent not otherwise conveyed to City by Section 7.1, above, the Consultant shall be deemed to grant and assign to City, and shall require all of its subcontractors to assign to City, all ownership rights, and all common law and statutory copyrights, trademarks, and other intellectual and proprietary property rights relating to the Work Product and the Project itself, and Consultant shall disclaim and retain no rights whatsoever as to any of the Work Product, to the maximum extent permitted by law. City shall be entitled to utilize the Work Product for any and all purposes, including but not limited to constructing, using, maintaining, altering, adding to, restoring, rebuilding and publicizing the Project or any aspect of the Project. 7.3 Title to Intellectual Property. Consultant warrants and represents that it has secured all necessary licenses, consents or approvals to use any instrumentality, thing or component as to which any intellectual property right exists, including computer software, used in the rendering of the Services and the production of the Work Product and/or materials produced under this Agreement, and that City has full legal title to and the right to reproduce any of the Work Product. Consultant shall defend, indemnify and hold City, and its elected officials, officers, employees, servants, attorneys, designated volunteers, and agents serving as independent contractors in the role of city officials, harmless from any loss, claim or liability in any way related to a claim that City’s use is violating federal, state or local laws, or any contractual provisions, relating to trade names, licenses, franchises, patents or other means of protecting intellectual property rights and/or interests in products or inventions. Consultant shall bear all costs arising from the use of patented, copyrighted, trade secret or trademarked documents, materials, software, equipment, devices or processes used or incorporated in the Services and materials produced under this Agreement. In the event City’s use of any of the Work Product is held to constitute an infringement and any use thereof is enjoined, Consultant, at its expense, shall: (a) secure for City the right to continue using the Work Product by suspension of any injunction or by procuring a license or licenses for City; or (b) modify the Work Product so that it becomes non- infringing. This covenant shall survive the termination of this Agreement. 8. Status as Independent Contractor. Consultant is, and shall at all times remain as to City, a wholly independent contractor. Consultant shall have no power to incur any debt, obligation, or liability on behalf of City or otherwise act as an agent of Docusign Envelope ID: DD4E0D60-54A3-4219-8BBB-CCF2D1FD024B PSA with Professional Liability Insurance (Non-Design) Page 6 Last Revised: 11/12/2020 City. Neither City nor any of its agents shall have control over the conduct of Consultant or any of Consultant’s employees, except as set forth in this Agreement. Consultant shall not, at any time, or in any manner, represent that it or any of its officers, agents or employees are in any manner employees of City. Consultant shall pay all required taxes on amounts paid to Consultant under this Agreement, and to defend, indemnify and hold City harmless from any and all taxes, assessments, penalties, and interest asserted against City by reason of the independent contractor relationship created by this Agreement. Consultant shall fully comply with the workers’ compensation law regarding Consultant and Consultant’s employees. 9. Confidentiality. Consultant may have access to financial, accounting, statistical, and personnel data of individuals and City employees. Consultant covenants that all data, documents, discussion, or other information developed or received by Consultant or provided for performance of this Agreement are confidential and shall not be disclosed by Consultant without prior written authorization by City. City shall grant such authorization if applicable law requires disclosure. All City data shall be returned to City upon the termination of this Agreement. Consultant’s covenant under this section shall survive the termination of this Agreement. This provision shall not apply to information in whatever form that is in the public domain, nor shall it restrict the Consultant from giving notices required by law or complying with an order to provide information or data when such an order is issued by a court, administrative agency or other legitimate authority, or if disclosure is otherwise permitted by law and reasonably necessary for the Consultant to defend itself from any legal action or claim. 10. Conflict of Interest. 10.1 Consultant covenants that it presently has no interest and shall not acquire any interest, direct or indirect, which may be affected by the Services, or which would conflict in any manner with the performance of the Services. Consultant further covenants that, in performance of this Agreement, no person having any such interest shall be employed by it. Furthermore, Consultant shall avoid the appearance of having any interest, which would conflict in any manner with the performance of the Services. Consultant shall not accept any employment or representation during the term of this Agreement which is or may likely make Consultant “financially interested” (as provided in California Government Code §§1090 and 87100) in any decision made by City on any matter in connection with which Consultant has been retained. Consultant or its employees may be required to disclose financial interests that may foreseeably be materially affected by the work performed under this Agreement pursuant to California Government Code § 87100 et seq and regulations promulgated by the Fair Political Practices Commission. 10.2 Consultant further represents that it has not employed or retained any person or entity, other than a bona fide employee working exclusively for Consultant, to solicit or obtain this Agreement. Consultant has not paid or agreed to pay any person or entity, other than a bona fide employee working exclusively for Consultant, any fee, Docusign Envelope ID: DD4E0D60-54A3-4219-8BBB-CCF2D1FD024B PSA with Professional Liability Insurance (Non-Design) Page 7 Last Revised: 11/12/2020 commission, gift, percentage, or any other consideration contingent upon the execution of this Agreement. Upon any breach or violation of this warranty, City shall have the right, at its sole and absolute discretion, to terminate this Agreement without further liability, or to deduct from any sums payable to Consultant hereunder the full amount or value of any such fee, commission, percentage or gift. 10.3 Consultant has no knowledge that any officer or employee of City has any interest, whether contractual, noncontractual, financial, proprietary, or otherwise, in this transaction or in the business of Consultant, and that if any such interest comes to the knowledge of Consultant at any time during the term of this Agreement, Consultant shall immediately make a complete, written disclosure of such interest to City, even if such interest would not be deemed a prohibited “conflict of interest” under applicable laws as described in subsection 10.1. 11. Indemnification. 11.1 Professional Services. In connection with its professional services, the Consultant shall defend, hold harmless and indemnify City, and its elected officials, officers, employees, servants, volunteers, and agents serving as independent contractors in the role of city or agency officials, (collectively, “Indemnitees”), with respect to any and all damages, liabilities, losses, reasonable defense costs or expenses (collectively, “Claims”), including but not limited to liability for death or injury to any person and injury to any property, to the extent the same out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Consultant or any of its officers, employees, subcontractors, consultants, or agents in the performance of its professional services under this Agreement. Consultant shall reimburse all reasonable defense costs and expenses, including actual attorney’s fees and experts’ costs incurred in connection with such defense. 11.2 Other Indemnities. In connection with all Claims not covered by Section 11.1, the Consultant shall defend, hold harmless and indemnify the Indemnitees with respect to any and all Claims including but not limited to Claims relating to death or injury to any person and injury to any property, which arise out of, pertain to, or relate to the non-professional acts, omissions, activities or operations of Consultant or any of its officers, employees, subcontractors, consultants, or agents in the performance of this Agreement. Consultant shall defend Indemnitees in any action or actions filed in connection with any such Claims with counsel of City’s choice, and shall pay all costs and expenses, including actual attorney’s fees and experts’ costs incurred in connection with such defense. 11.3 Nonwaiver of Rights. Indemnitees do not, and shall not, waive any rights that they may possess against Consultant because of the acceptance by City, or the deposit with City, of any insurance policy or certificate required pursuant to this Agreement. 11.4 Waiver of Right of Subrogation. Except as otherwise expressly provided in this Agreement, Consultant, on behalf of itself and all parties claiming under Docusign Envelope ID: DD4E0D60-54A3-4219-8BBB-CCF2D1FD024B PSA with Professional Liability Insurance (Non-Design) Page 8 Last Revised: 11/12/2020 or through it, hereby waives all rights of subrogation against the Indemnitees, while acting within the scope of their duties, from all claims, losses and liabilities arising out of or incident to activities or operations performed by or on behalf of the Consultant. 11.5 Survival. The provisions of this Section 11 shall survive the termination of the Agreement and are in addition to any other rights or remedies which Indemnitees may have under the law. Payment is not required as a condition precedent to an Indemnitee’s right to recover under this indemnity provision, and an entry of judgment against Consultant shall be conclusive in favor of the Indemnitee’s right to recover under this indemnity provision. 12. Insurance. 12.1 Liability Insurance. Consultant shall procure and maintain in full force and effect for the duration of this Agreement, insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the services hereunder by Consultant, and/or its agents, representatives, employees and subcontractors. 12.2 Minimum Scope of Insurance. Unless otherwise approved by City, coverage shall be at least as broad as: (1) Insurance Services Office Commercial General Liability coverage (occurrence form CG 0001). (2) Insurance Services Office form number CA 0001 (Ed. 1/87) covering Automobile Liability, code 1 (any auto). (3) Worker’s Compensation insurance as required by the State of California, and Employer’s Liability Insurance. (4) Professional Liability insurance in a form approved by the City, having an extended reporting period of not less than three (3) years; or Professional Liability insurance shall be maintained for a period of three (3) years after completion of the Services which shall, during the entire three (3) year period, provide protection against claims of professional negligence arising out of Consultant’s performance of the Services and otherwise complying with all applicable provisions of this Section 13. Either policy shall be endorsed to include contractual liability to the extent insurable. 12.3 Minimum Limits of Insurance. Consultant shall maintain limits no less than: Docusign Envelope ID: DD4E0D60-54A3-4219-8BBB-CCF2D1FD024B PSA with Professional Liability Insurance (Non-Design) Page 9 Last Revised: 11/12/2020 (1) Commercial General Liability: $2,000,000 per occurrence for bodily injury, personal injury and property damage. Commercial General Liability Insurance with a general aggregate limit shall apply separately to this Agreement or the general limit shall be twice the required occurrence limit. (2) Automobile Liability: $2,000,000 per accident for bodily injury and property damage. (3) Employer’s Liability: $1,000,000 per accident and in the aggregate for bodily injury or disease and Workers’ Compensation Insurance in the amount required by law. (4) Professional Liability: $1,000,000 per claim/aggregate. (5) Technology Professional Liability Errors & Omissions policy to include Cyber coverage unless Cyber coverage is in the Crime policy with a limit of no less than $2,000,000 per occurrence. 12.4 Deductibles and Self-Insured Retentions. Any deductibles or self- insured retentions must be declared to and approved by the City. 12.5 Other Insurance Provisions. (1) The commercial general liability and automobile liability policies are to contain the following provisions on a separate additionally insured endorsement naming the City, its officers, officials, employees, designated volunteers and agents serving as independent contractors in the role of city or agency officials, are to be covered as additional insureds as respects: liability arising out of activities performed by or on behalf of Consultant; products and completed operations of Consultant; premises owned, occupied or used by Consultant; and/or automobiles owned, leased, hired or borrowed by Consultant. The coverage shall contain no limitations on the scope of protection afforded to City, its officers, officials, employees, designated volunteers or agents serving as independent contractors in the role of City or agency officials which are not also limitations applicable to the named insured. (2) For any claims related to this Agreement, Consultant’s insurance coverage shall be primary insurance as respects City, its officers, officials, employees, designated volunteers and agents serving as independent contractors in the role of city or agency officials. Any insurance or self- Docusign Envelope ID: DD4E0D60-54A3-4219-8BBB-CCF2D1FD024B PSA with Professional Liability Insurance (Non-Design) Page 10 Last Revised: 11/12/2020 insurance maintained by City, their officers, officials, employees, designated volunteers or agents serving as independent contractors in the role of city or agency officials shall be excess of Consultant’s insurance and shall not contribute with it. (3) Consultant’s insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer’s liability. (4) Each insurance policy required by this clause shall be endorsed to state that coverage shall not be canceled except after 30 days prior written notice by first class mail has been given to City (ten (10) days prior written notice for non-payment of premium). Consultant shall provide thirty (30) days written notice to City prior to implementation of a reduction of limits or material change of insurance coverage as specified herein. (5) Each insurance policy, required by this clause shall expressly waive the insurer’s right of subrogation against City and its elected officials, officers, employees, servants, attorneys, designated volunteers, and agents serving as independent contractors in the role of city or agency officials. (6) Be issued by an insurance company approved in writing by City, which is admitted and licensed to do business in the State of California and which is rated A:VII or better according to the most recent A.M. Best Co. Rating Guide. (7) Specify that any failure to comply with reporting or other provisions of the required policy, including breaches of warranty, shall not affect the coverage required to be provided. (8) Specify that any and all costs of adjusting and/or defending any claim against any insured, including court costs and attorneys' fees, shall be paid in addition to and shall not deplete any policy limits. (9) Other required insurance, endorsements, or exclusions as required by the City in any request for proposals applicable to this Agreement. Docusign Envelope ID: DD4E0D60-54A3-4219-8BBB-CCF2D1FD024B PSA with Professional Liability Insurance (Non-Design) Page 11 Last Revised: 11/12/2020 12.6 Evidence of coverage. Prior to commencing performance under this Agreement, the Consultant shall furnish the City with certificates and original endorsements, or copies of each required policy, effecting and evidencing the insurance coverage required by this Agreement. The endorsements shall be signed by a person authorized by the insurer(s) to bind coverage on its behalf. All endorsements or policies shall be received and approved by the City before Consultant commences performance. If performance of this Agreement shall extend beyond one year, Consultant shall provide City with the required policies or endorsements evidencing renewal of the required policies of insurance prior to the expiration of any required policies of insurance. 13. Cooperation. In the event any claim or action is brought against City relating to Consultant’s performance or services rendered under this Agreement, Consultant shall render any reasonable assistance and cooperation that City might require. City shall compensate Consultant for any litigation support services in an amount to be agreed upon by the parties. 14. Termination. City shall have the right to terminate this Agreement at any time for any or no reason on not less than ten (10) days prior written notice to Consultant. In the event City exercises its right to terminate this Agreement, City shall pay Consultant for any services satisfactorily rendered prior to the effective date of the termination, provided Consultant is not then in breach of this Agreement. Consultant shall have no other claim against City by reason of such termination, including any claim for compensation. City may terminate for cause following a default remaining uncured more than five (5) business days after service of a notice to cure on the breaching party. Consultant may terminate this Agreement for cause upon giving the City ten (10) business days prior written notice for any of the following: (1) uncured breach by the City of any material term of this Agreement, including but not limited to Payment Terms; (2) material changes in the conditions under which this Agreement was entered into, coupled with the failure of the parties to reach accord on the fees and charges for any Additional Services required because of such changes. 15. Notices. Any notices, bills, invoices, or reports authorized or required by this Agreement shall be in writing and shall be deemed received on (a) the day of delivery if delivered by hand or overnight courier service during Consultant’s and City’s regular business hours; or (b) on the third business day following deposit in the United States mail, postage prepaid, to the addresses set forth in this section, or to such other addresses as the parties may, from time to time, designate in writing pursuant to the provisions of this section. All notices shall be addressed as follows: If to City: City of Rancho Cucamonga / Chris Beeman 10500 Civic Center Drive Rancho Cucamonga, CA 91730 If to Consultant: ETAP Automation, Inc. / John Francis 17 Goodyear Docusign Envelope ID: DD4E0D60-54A3-4219-8BBB-CCF2D1FD024B PSA with Professional Liability Insurance (Non-Design) Page 12 Last Revised: 11/12/2020 Irvine, CA 92618 16. Non-Discrimination and Equal Employment Opportunity. In the performance of this Agreement, Consultant shall not discriminate against any employee, subcontractor, or applicant for employment because of race, color, creed, religion, sex, marital status, national origin, ancestry, age, physical or mental handicap, medical condition, or sexual orientation. Consultant will take affirmative action to ensure that subcontractors and applicants are employed, and that employees are treated during employment, without regard to their race, color, creed, religion, sex, marital status, national origin, ancestry, age, physical or mental handicap, medical condition, or sexual orientation. 17. Assignment and Subcontracting. Consultant shall not assign or transfer any interest in this Agreement or subcontract the performance of any of Consultant’s obligations hereunder without City’s prior written consent. Except as provided herein, any attempt by Consultant to so assign, transfer, or subcontract any rights, duties, or obligations arising hereunder shall be null, void and of no effect. 18 Compliance with Laws. Consultant shall comply with all applicable federal, state and local laws, ordinances, codes and regulations in force at the time Consultant performs the Services. 19. Non-Waiver of Terms, Rights and Remedies. Waiver by either party of any one or more of the conditions of performance under this Agreement shall not be a waiver of any other condition of performance under this Agreement. In no event shall the making by City of any payment to Consultant constitute or be construed as a waiver by City of any breach of covenant, or any default which may then exist on the part of Consultant, and the making of any such payment by City shall in no way impair or prejudice any right or remedy available to City with regard to such breach or default. 20. Attorney’s Fees. In the event that either party to this Agreement shall commence any legal action or proceeding to enforce or interpret the provisions of this Agreement, the prevailing party in such action or proceeding shall be entitled to recover its costs of suit, including reasonable attorney’s fees and costs of experts. 21. Exhibits; Precedence. All documents referenced as exhibits in this Agreement are hereby incorporated in this Agreement. In the event of any material discrepancy between the express provisions of this Agreement and the provisions of any document incorporated herein by reference, the provisions of this Agreement shall prevail. 22. Applicable Law and Venue. The validity, interpretation, and performance of this Agreement shall be controlled by and construed under the laws of the State of California. Venue for any action relating to this Agreement shall be in the San Bernardino County Superior Court. Docusign Envelope ID: DD4E0D60-54A3-4219-8BBB-CCF2D1FD024B PSA with Professional Liability Insurance (Non-Design) Page 13 Last Revised: 11/12/2020 23. Construction. In the event of any asserted ambiguity in, or dispute regarding the interpretation of any matter herein, the interpretation of this Agreement shall not be resolved by any rules of interpretation providing for interpretation against the party who causes the uncertainty to exist or against the party who drafted the Agreement or who drafted that portion of the Agreement. 24. Entire Agreement. This Agreement consists of this document, and any other documents, attachments and/or exhibits referenced herein and attached hereto, each of which is incorporated herein by such reference, and the same represents the entire and integrated agreement between Consultant and City. This Agreement supersedes all prior oral or written negotiations, representations or agreements. This Agreement may not be amended, nor any provision or breach hereof waived, except in a writing signed by the parties which expressly refers to this Agreement. IN WITNESS WHEREOF, the parties, through their respective authorized representatives, have executed this Agreement as of the date first written above. Consultant Name: ETAP Automation, Inc. By: ______________________________ Name Date ______________________________ Title City of Rancho Cucamonga By:________________________________ Name Date _________________________________ Title By: ______________________________ Name Date ______________________________ Title City of Rancho Cucamonga By:________________________________ Name Date _________________________________ Title (two signatures required if corporation) Approval ____ Buyer II, Purchasing ____ Alternate, Risk Management Coordinator Docusign Envelope ID: DD4E0D60-54A3-4219-8BBB-CCF2D1FD024B 4/10/2026 SVP - Americas 4/13/2026 Mayor/President PSA with Professional Liability Insurance (Non-Design) Page 14 Last Revised: 11/12/2020 EXHIBIT A SCOPE OF SERVICES See Attached Docusign Envelope ID: DD4E0D60-54A3-4219-8BBB-CCF2D1FD024B Proposal ID: ETA-96995-G0B5S October 17, 2025 ETAP Automation Inc. 17 Goodyear Irvine, CA, 92618 USA SOLUTION Prepared for Rancho Cucamonga Municipal Utility, CA , USA Docusign Envelope ID: DD4E0D60-54A3-4219-8BBB-CCF2D1FD024B etap Real-TimeTM SOLUTION F OR RANCHO CUCAMONGA MUNICIPAL UTILITY © ETAP 2025 | Technical Commercial Proposal for RCMU - ETA-82096-G2J8K ETAP may make improvements and/or changes in the products and/or the programs described in this publication at any time without notice. Any content or materials supplied hereunder are provided "as is", without warranty of any kind, either expressed or implied, including, but not limited to, any implied warranties of merchantability, fitness for a particular purpose, or against infringement. In no event shall ETAP be liable for any damages arising out of, or in connection with the downloading, viewing, use, duplication, distribution or disclosure of any content or material published by ETAP, including but not limited to any direct, indirect, incidental, special, punitive or consequential damages, or loss or corruption of data. Some jurisdictions do not allow the exclusions or limitations set forth above, so the above may not apply to you. The exclusions or limitations shall apply in all jurisdictions to the maximum extent allowed by law. ETAP, ETAP Grid, ETAP Real-Time, ETAP ILS, ETAP eProtect, ETAP ADMS, ETAP µGrid, ETAP are registered trademarks from Operation Technology, Inc. HQ Operation Technology, Inc. /ETAP Industrial Power Department California, USA etap.com Designed, Developed Docusign Envelope ID: DD4E0D60-54A3-4219-8BBB-CCF2D1FD024B etap Real-TimeTM SOLUTION F OR RANCHO CUCAMONGA MUNICIPAL UTILITY © ETAP 2025 | Technical Commercial Proposal for RCMU - ETA-82096-G2J8K October 17, 2025 Subject: ETAP Real-Time Solution for Rancho Cucamonga Municipal Utility Dear Mr. Chris Beeman, Thank you for your interest in ETAP Real-Time Solution. We are pleased to submit the attached budgetary proposal for providing ETAP eSCADA software including integration and automation services for Rancho Cucamonga Municipal Utility. ETAP Real-Time solution includes a set of fundamental modeling tools, built-in analysis modules, and engineering device libraries that allow you to create, configure, customize, and manage your system model. ETAP is the largest power system software company developing network modeling, simulation and operation tools and has a proven record of collaborative working with clients in various verticals. ETAP also offers specialized engineering services in power systems, including analytical services, research and development, conceptual design and preliminary engineering, planning, optimization, dynamic modeling, field-measured parameter tuning, and data exchange services that will help meet your business needs. The staff at ETAP has a strong background and extensive experience in electrical power systems operation, design, and analysis of HV, MV, and LV power systems. The power and versatility of ETAP software combined with the vast knowledge and experience of ETAP staff alleviate the complexities involved in orchestrating the challenges of system integration for a successful implementation of your system project. Our mission is to provide state-of-the-art products and superior engineering services by combining advanced technologies with the highest standard in quality to achieve overall customer satisfaction. We look forward to the opportunity of applying our skills, experience, and knowledge for the benefit of your projects. If you have any questions or require any additional information, please feel free to contact me at +1 (832) 666-9939 or via e-mail at carlos.tlalpan@etap.com Sincerely, John Francis Senior Vice President - Americas john.francis@etap.com T: 949-900-1000 D: 949-900-1069 M: 949-282-7980 Docusign Envelope ID: DD4E0D60-54A3-4219-8BBB-CCF2D1FD024B etap Real-TimeTM SOLUTION F OR RANCHO CUCAMONGA MUNICIPAL UTILITY © ETAP 2025 | Technical Commercial Proposal for RCMU - ETA-82096-G2J8K Contents CONTENTS .......................................................................................................................................................... 3 1. EXECUTIVE SUMMARY ................................................................................................................................ 5 2. COMPANY OVERVIEW ................................................................................................................................. 6 3. ELECTRICAL SCADA SOLUTION OVERVIEW ................................................................................................ 8 4. PROPOSED SYSTEM ARCHITECTURE .......................................................................................................... 9 5. ETAP ESCADA RECOMMENDED HARDWARE ............................................................................................. 11 6. ETAP SCADA SOFTWARE BILL OF MATERIALS ......................................................................................... 12 7. ESTIMATED ENGINEERING SCOPE OF WORK ............................................................................................ 13 8. PROJECT IMPLEMENTATION .................................................................................................................... 14 9. ETAP ESCADA SOLUTION SOFTWARE DESCRIPTION ................................................................................ 19 10. QUALITY ASSURANCE PROGRAM ......................................................................................................... 28 11. COMMERCIAL PROPOSAL ..................................................................................................................... 29 12. PAYMENT TERMS .................................................................................................................................. 29 13. TERMS & CONDITIONS .......................................................................................................................... 30 14. ACCEPTANCE AGREEMENT ................................................................................................................... 33 Docusign Envelope ID: DD4E0D60-54A3-4219-8BBB-CCF2D1FD024B etap Real-TimeTM SOLUTION F OR RANCHO CUCAMONGA MUNICIPAL UTILITY © ETAP 2025 | Technical Commercial Proposal for RCMU - ETA-82096-G2J8K List of Acronyms & Abbreviations AC Alternating Current AGC Automatic Generation Control BC Breaker Controller B/C Benefit to Cost (ratio) BESS Battery Energy Storage System CAIDI Customer Average Interruption Duration Index CB Circuit Breaker CHP Combined Heat and Power COP Coefficient of Performance CPV Concentrated Photovoltaic D&CS Design and Construction Services DC Direct Current DER Distributed Energy Resources EDO Emergency Dispatch Order EMS Energy Management System eMTP ETAP Electromagnetic Transient Program GC Generation Controller GHG Greenhouse Gas GT Gas Turbine HIL Hardware-In-Loop HRSG Heat Recovery Steam Generator IEEE Institute of Electrical and Electronics Engineers ILS Intelligent Load Shedding LC Load Controller MAIFI Momentary Average Interruption Frequency Index MMC Master Microgrid Controller PCC Point of Common Coupling PV Photovoltaic RT Real-Time SAIFI System Average Interruption Frequency Index SAIDI System Average Duration Frequency Index SC Storage Controller SOC State of Charge TES Thermal Energy Storage Docusign Envelope ID: DD4E0D60-54A3-4219-8BBB-CCF2D1FD024B etap Real-TimeTM SOLUTION F OR RANCHO CUCAMONGA MUNICIPAL UTILITY © ETAP 2025 | Technical Commercial Proposal for RCMU - ETA-82096-G2J8K 1. Executive Summary 1.1. Solution Overview ETAP power analysis modules along with eSCADA Solution is a proven model-based power management application for heavy industry, transmission, and distribution system with the capability to integrate an active blueprint of the system including system topology, engineering parameters, and other pertinent information with time-synchronized-data acquired for the purpose of depicting the actual operation of the system. ETAP links Real-Time online data to an online facility electrical model of the system for proper representation of actual operating status. This information is accessible to the system operator through advance man-machine interfaces such as an interactive one-line diagram for logical system- wide view. Dashboards & viewers summarize and record alarm conditions in case of unusual activity and provide continuous visual monitoring of user-selected parameters in any mode of operation. This allows early detection and display of problems before a critical failure takes place. The system will monitor & visualize the network’s power consumption including Load Shedding protection. Understanding and protecting your energy usage can help your company reduce expenses. Predictive analysis capabilities of the system will let you plan ahead and make smarter choices on how and when you use electric power. This document presents preliminary scope of work for providing modifications to the existing Load Shedding system RCMU hereafter referred as End-User. ETAP Real-Time Power Management System with Load Shedding offers advanced real-time applications that allow the owner/operator to monitor, automate, predict, manage, optimize & protect their electrical system and get the most return of investment. The following software additional applications are proposed as part of the ETAP Real-Time solution: • etap eSCADATM – Model- Driven Electrical Data Acquisition Software 1.2. Key Benefits – Improve Operation & Increase Productivity • ETAP Electrical SCADA offers powerful user-friendly interfaces for operators, engineers, and managers to visualize, and make decisions on the operation of the electrical networks. ETAP provides various customizable views that allows the user to configure the HMI based on different system objectives In summary, ETAP Real-Time puts you in control of design, modeling, simulation, analysis, operation, maintenance, reliability and planning of your electrical power system in a single commercially available off the shelf, non-proprietary and easy to learn system. Docusign Envelope ID: DD4E0D60-54A3-4219-8BBB-CCF2D1FD024B etap Real-TimeTM SOLUTION F OR RANCHO CUCAMONGA MUNICIPAL UTILITY © ETAP 2025 | Technical Commercial Proposal for RCMU - ETA-82096-G2J8K 2. Company Overview 2.1. About Operation Technology, Inc. Operation Technology, Inc. dba ETAP is a global market and technology leader in modeling, design, analysis, optimization, monitoring, control, and automation software for electrical power systems. The company has been powering success for over 37 years by providing the most comprehensive and widely used enterprise solution for generation, transmission, distribution, industrial, transportation, and low-voltage power systems. ETAP employs a research and development team supported by a staff of engineers and scientists who have a combined knowledge & experience of over 2000 years. ETAP is privileged to have a permanent staff of power system engineers, many of whom are internationally recognized as experts in their field. With these experts, ETAP provides full spectrum analytical engineering services specializing in the planning, design, analysis, operation, training, and computer simulation of power systems. Incorporated in 1986, ETAP released the first version of the Electrical Transient Analyzer Program (ETAP) power system analysis and design software. Today, ETAP is recognized as the global market leader in providing solutions for power systems analysis, design, simulation, operation, control, optimization, and automation. ETAP is the only power system analysis software approved for use in nuclear / high-impact facilities. With over 70 successful third-party QA audits by 10 different accreditations by leading standards bodies, ETAP has been maintaining its Nuclear High-Impact certification with complete software Verification & Validation (V&V) since 1991. 2.2. Why ETAP? ETAP is the largest power system software company (revenue and resources) • Over 100,000 licenses, 10,000 Companies, 37 years of focused software design & development • ETAP Real-Time was launched to meet the growing demands for Power Management online system monitoring, simulation, control, automation, optimization, etc. • Robust and mature software development focused on singular product spanning 25+ years of integrated development • Unmatched customer service with unlimited technical & engineering support • ETAP Electrical SCADA offers a single modeling platform for design, planning, and system control. • ETAP User Groups & Trainings offered throughout the globe provide users with a forum to share and utilize business experiences • The Broadest Range of Industry Experience Docusign Envelope ID: DD4E0D60-54A3-4219-8BBB-CCF2D1FD024B etap Real-TimeTM SOLUTION F OR RANCHO CUCAMONGA MUNICIPAL UTILITY © ETAP 2025 | Technical Commercial Proposal for RCMU - ETA-82096-G2J8K • Power systems engineering consulting • Process Industries: Oil and Gas, Chemical, Cement, Pulp & Paper • Power & Energy: Generation, Transmission, Distribution, Nuclear, Smart Grid, Microgrid • Industrial: Manufacturing, Transportation, Metals & Mining • Mission Critical: Data Centers, Operations Centers, Healthcare • Government & Education: City/State/Federal infrastructure, Defense (including Net Zero), Universities • More Expertise to Power Your Success • 100,000+ licenses sold in more 100 countries worldwide • 10,000+ companies, government agencies, education institutions use ETAP • 2,000+ man-years of electrical power systems expertise • 500+ sales and support representatives around the globe • 200+ employees worldwide • 100+ research, development and support engineers Docusign Envelope ID: DD4E0D60-54A3-4219-8BBB-CCF2D1FD024B etap Real-TimeTM SOLUTION F OR RANCHO CUCAMONGA MUNICIPAL UTILITY © ETAP 2025 | Technical Commercial Proposal for RCMU - ETA-82096-G2J8K 3. Electrical SCADA Solution Overview 3.1. Model-Driven Supervisory Control & Data Acquisition System ETAP eSCADA™ is a model-driven electrical SCADA platform that provides a real-time monitoring and control software applications integrated with data acquisition and control hardware to offer intuitive visualization and analyses via intelligent graphical user interface, one-line diagram, geospatial view, and digital dashboards Model-driven electrical SCADA means the inherent integration of SCADA platform with the state-of- the-art ETAP power system analytical applications to provide intelligent situational awareness and diagnostics. ETAP Situational Intelligent (SI) predicts system behavior in response to operator actions and events while proactively recommends / implements decisions to improve operations. Operator, Engineer & Management Power Analysis Open Architecture Learn more at https://etap.com/packages/electrical-scada 3.2. Benefits of Integrated ETAP Design & Operate Solution • Integrated solution using Digital Twin Model keeps a single source of truth • Flexible architecture can be configured to support ETAP solutions such as PSMS, ILS, and eProtect • Intelligent alarm & event management platform for predicting network abnormalities announcing alarms based on operating conditions and status changes • Electrical SCADA communication offers enhanced native communication using industry- standard protocols popular at the electrical SCADA and industrial level. • Enhanced HMI interface offers powerful user-friendly interface to visualize and make decisions on the operation of the electrical network Docusign Envelope ID: DD4E0D60-54A3-4219-8BBB-CCF2D1FD024B etap Real-TimeTM SOLUTION F OR RANCHO CUCAMONGA MUNICIPAL UTILITY © ETAP 2025 | Technical Commercial Proposal for RCMU - ETA-82096-G2J8K 4. Proposed System Architecture The following diagram represents the proposed system architecture. 4.1. Redundant ETAP eSCADA Server The ETAP eSCADA Server referred as real time server is at the heart of the system that communicates with multiple clients including desktop clients over the facility LAN network. The ETAP eSCADA server is used for all configuration inputs to the system including the modelling of substation, devices and its communication settings. It also helps monitor the health of the system and of the individual equipment. The client interface provides a subset of the server functions in any client machine connected to the network. The ETAP eSCADA Server interface is used for health monitoring, alarm and monitoring. It also provides the audit trails and activity history of each configured user in the system This server will be the primary interface of the architecture and interface directly with other servers/workstations such as ETAP workstations, ETAP Historian, etc. Docusign Envelope ID: DD4E0D60-54A3-4219-8BBB-CCF2D1FD024B etap Real-TimeTM SOLUTION F OR RANCHO CUCAMONGA MUNICIPAL UTILITY © ETAP 2025 | Technical Commercial Proposal for RCMU - ETA-82096-G2J8K In addition, this server will perform the following functions: • Real Time Server Service along with Native drivers will process all raw data from substation devices and provide intelligent monitoring data such as Intelligent alarms and notifications from monitored data. In addition, all processed data includes generation of alarms, notification and interface to Engineering Workstations, Historian, and HMI servers. Services offer enhanced native communication connectivity to IEDs, RTUs, SCADA Servers and other devices utilizing industry-standard protocols popular at the SCADA and industrial level. • Operation, Engineering & Management Views offers powerful user-friendly interfaces for operators, engineers, and managers to visualize, and make decisions on the operation of the electrical networks. ETAP provides various customizable views that allow the user to configure the HMI based on different system objectives. High Level Centralized Redundancy offers system availability is crucial to the reliable operation of a power management system. ETAP Real-Time offers redundant client-server setup. Centralized redundant architecture employs an active server with multiple standby servers. Upon failure of the primary active server, a standby server is promoted to the active state allowing for a seamless fail- over scheme. 4.2. Playback Historian Server This server will archive historical data to be used for ETAP applications. Typically archived data will be used for trends and reports. In addition, this server will perform the following functions: • ETAP Playback Historian Services will process and store all Real-Time events captured by the Real-Time server and keep a log of system events including historian data for OMS features. 4.2.1. Historian Server This server will receive online data from ETAP Real-Time server, which will be archived in historical databases for use in SCADA and Predictive Simulation applications. This will be composed of two primary services: • Historian SCADA Archive Services will track and record unusual activities with event logging and alarming recording tools. This provision allows for early detection and announcement of problems before a critical failure takes place. In addition recorded data will be used in client applications such as Custom Reports, Trends, Logs, etc. • Historian Sequence of Events Playback Service is especially useful for root cause and effect investigations, improvement of system operations, exploration of alternative actions, and replay of what-if scenarios. ETAP Event Recorder & Playback capabilities translate into reduction of maintenance costs and prevention of costly shutdowns. 4.3. Engineer & Operator Workstation These workstations will be primary HMI interface for the operators. Through this workstation operators can also operate SCADA applications such as alarms, trends, reports, etc. In addition, this workstation will be used to view and operate eSCADA features. These workstations will operate the following core functionalities for Idaho National Laboratory: Docusign Envelope ID: DD4E0D60-54A3-4219-8BBB-CCF2D1FD024B etap Real-TimeTM SOLUTION F OR RANCHO CUCAMONGA MUNICIPAL UTILITY © ETAP 2025 | Technical Commercial Proposal for RCMU - ETA-82096-G2J8K ETAP Power Station This application will allow monitoring and control of the electrical model for SCADA features including: • Network Topology Processor for Electrical model • Multiple views including Substation OLV view. • SCADA Tools such as alarms (Monitoring, System Health and Situational Awareness), events, reports and trending. 5. ETAP eSCADA Recommended Hardware 5.1. Recommended ETAP Hardware The following ETAP hardware is recommended but not included within the scope of delivery of this proposal. The following hardware may be physical or deployed on an equivalent virtual machine. 1k buses to 4.9k buses and/or 10k 49.9k tags Quantity Description Specifications (2) Two ETAP Real-Time Server • Windows Server 2019 or Higher • 64 GB RAM SSD or Higher • 500 GB (Minimum), RAID 5 support • Intel® Xeon® Gold 6240R Processor (24 Cores, 2.4 GHz) or better. (1) One ETAP Playback Historian Server • Windows Server 2019 or Higher. • 64 GB RAM or better. • 4 TB with RAID 10 support SSD. • Intel® Xeon® Platinum 2.5 GHz Processor or higher • Microsoft SQL Server 2019 or higher *Approx. 4 months Archival for 2,000 components at scan rate of 1 (2) One ETAP Operator & Engineer Workstation • Windows 10 Pro or Higher • 500 GB SSD • 64 GB • Intel® i9  9900KS Processor 4.0 GHz or better. • Docusign Envelope ID: DD4E0D60-54A3-4219-8BBB-CCF2D1FD024B etap Real-TimeTM SOLUTION F OR RANCHO CUCAMONGA MUNICIPAL UTILITY © ETAP 2025 | Technical Commercial Proposal for RCMU - ETA-82096-G2J8K 6. ETAP SCADA Software Bill of Materials eSCADA Software Model-driven electrical SCADA for managing electrical systems Real-Time Server Centralized eSCADA with Local Substation HMI Electrical Supervisory Control and Data Acquisition (eSCADA) Real-Time Server Advanced Monitoring Communications data processing, acquisition and visualization of Real- monitoring tools including configuration of Real- Time Server Dashboards Real- user interface comprising of one-line schematics, analytical dashboards Alarm Management Intelligent system alarming platform for predicting network based on operating conditions and status change Playback Historian Archive and store real- applications such as Events, Alarms, etc. Playback for SCADA Visualize historical events and data snapshot and associated Alarms and Events. Redundancy Support for c operation utilizing a primary and stand-by redundancy scheme. Web Based HMI Web based solution for visualization of HMI clients using HTML5 Concurrent Web HMI clients: 10 Users Docusign Envelope ID: DD4E0D60-54A3-4219-8BBB-CCF2D1FD024B etap Real-TimeTM SOLUTION F OR RANCHO CUCAMONGA MUNICIPAL UTILITY © ETAP 2025 | Technical Commercial Proposal for RCMU - ETA-82096-G2J8K 7. Centralized Local HMI - Scope of Work 7.1. ETAP Electrical Model Design 7.1.1. ETAP Model Generation ETAP Team will develop the one-line view (Substation). The client shall be responsible for the availability of the required data collected (SLDs, Network diagrams, load list etc.). The final ETAP model will be used for the front-end of the project for visualization and operations. 7.2. eSCADA System Integration 7.2.1. Electrical Devices Data Acquisition ETAP SCADA Server will be programmed to interface online measurements from existing Substation Controller (SEL), Relay, IED and Data Concentrator over native available communication protocols such as DNP, Modbus TCP, IEC – 104 etc. Communication specific configuration (Device IDs, Signal Adress, Descriptions, Mapping) for the existing system to be shared by the client, ETAP shall map and configure the typical metering data as follows: 7.2.2. SCADA Database Integration with Alarms, Events and Historian A cross-reference SCADA database will be setup based on electrical data used for monitoring and control to execute commands, archive historical data, generate alarms and events and export data for 3rd party systems. 7.2.3. Electrical model to ETAP HMI Integration ETAP will prepare the human-machine interfaces for the operation of the electrical network. There will be workstation HMIS and web based HTML5 based HMI. The Workstation HMIs will be used to operate the electrical devices, change settings, manage alerts, events, and trends. The HML5 will allow you to monitor alarms, events, trends, and reports. Typical HMI graphic displays include the following: • Substation/Switching Views • Metering Dashboards • KPIs – Overall Power/Energy Flow. • One Line Views • Equipment Summary Views • Equipment Detailed Views • Network Health Status • Alarms, Event Logs and SOE Display • Trends and Reports Docusign Envelope ID: DD4E0D60-54A3-4219-8BBB-CCF2D1FD024B etap Real-TimeTM SOLUTION F OR RANCHO CUCAMONGA MUNICIPAL UTILITY © ETAP 2025 | Technical Commercial Proposal for RCMU - ETA-82096-G2J8K 7.2.4. User Defined Reports ETAP provides the User Defined Reports application. This application will allow the user to schedule and create on demand electrical system reports such as energy usage and more. ETAP will configure three templates and will train customer in the usage of the report manager. 7.2.5. ETAP eSCADA Redundancy ETAP Redundant Servers will be configured to be installed. This means that if the active server fails (loss of power, network, or service failure), the standby server will pick up the data processing using the stable leader algorithm. The ETAP Consoles (workstations) are equipped with a Server Tracker system. If the active server fails, the consoles will track the new active server and automatically connect to it. 8. Project Implementation 8.1. Project Schedule and Milestones 8.1.1. Project Start Date Project start date to be defined. Date is subject to receipt of the purchase order at least four (4) weeks prior to the start date. 8.1.2. Duration The estimated duration of the project is approximately 2-3 months, it is expected to be delivered in different milestones, the following are typical estimated duration per milestone: Milestone # Activity Timeline A detailed schedule will be furnished at the front-end of the project (upon completion of the kick-off meeting). ETAP and Client regular meetings are TBD. 8.1.3. Slippage Project completion date will be affected in case there is a slippage in delivery of the required system data as specified in this proposal and may result in additional costs. Integrator does not guarantee that this scope of work may be completed in the engineering man- hours quoted in this technical and commercial proposal. These hours have been estimated per our Docusign Envelope ID: DD4E0D60-54A3-4219-8BBB-CCF2D1FD024B etap Real-TimeTM SOLUTION F OR RANCHO CUCAMONGA MUNICIPAL UTILITY © ETAP 2025 | Technical Commercial Proposal for RCMU - ETA-82096-G2J8K understanding and additional hours may be required in order to complete the proposed scope of work. 8.2. Project Management & Implementation Plan ETAP Automation plans to deploy the state of art solution at with an engineering approach along the delivery. Below are the steps to execute the project in phase and step-by-step manner. 8.2.1. Kick off Meeting ETAP Automation proposes to meet in person with Client stakeholders involved in this project to understand the complement need and objective of the project. Thus, ETAP will be conducting a detailed KOM at client premises or remotely to go through the detailing of the project and bring all the project team to align with the scope of delivery and project mission. ETAP suggests having the meeting with the following departments for this project along with ETAP’s various representatives as well as the project partners and vendors as mentioned below: 8.2.2. Milestone #1: Engineering Design & Submittal Phase The objective of this phase is to generate all documentation, engineering specifications, designs and test procedures that will be used through the project to test and evaluate completion. During this phase ETAP will submit a list of required technical documentation required for each product solution to be implemented. ETAP will review the information provided and generate design and delivery documentation including the following: • Functional Design Specification (FDS): This document outlines the workflow of all ETAP products, application functionalities and features to be implemented. • Critical Design Review (CDR): This document outlines planned configuration and integration of ETAP solution products as per site conditions, restrictions and available data. • All documents will be submitted for approval by client. Upon approved design documentation, freezing of the design documentation and applications for the project will be required. The following design & configuration documentation involved will be approved: • Review ETAP Electrical Model • Freezing the electrical data as per I/O • Confirming the communication protocol • General Design Specifications Approval • Software Design Description RCMU Representative ETAP Representative Docusign Envelope ID: DD4E0D60-54A3-4219-8BBB-CCF2D1FD024B etap Real-TimeTM SOLUTION F OR RANCHO CUCAMONGA MUNICIPAL UTILITY © ETAP 2025 | Technical Commercial Proposal for RCMU - ETA-82096-G2J8K • Preliminary Design Review • Critical Design Review • IT H/W data sheet review • Communication Configuration • Set up plans for field integration Upon approval of design documentation, the same will be submitted to client for their review and comment. It is essential to get the user feedback on the same as the approved documentation will be followed throughout the project for all the construction as well as implementation. Additionally Based on approved design documentation, test & approval documentation plans for Factory Acceptance, Installation and Site Acceptance will be drafted. 8.2.3. Milestone #2: Engineering Integration – eSCADA & eProtect Engineering Integration will be executed as per approved design documentation and proposed Engineering Scope of Work. During this phase the system is built and configured at ETAP offices per approved FDS and CDR design documents. Integration work includes also integration and configuration of software into ETAP hardware. For eSCADA a detailed test procedure is drafted to validate the acceptance of the integration of feature, following the approved FDS and CDR. During client witness test, features and functionality are demonstrated on a simulated environment. In the event of required adjustments or deviations found on the FDS or CDR, a brief period is considered to correct these items. 8.2.4. Milestone #3: Factory Acceptance Test The system will be set up for client witness tests in ETAP offices in Irvine, California or Houston, Texas. During client witness FAT, it will be demonstrated the preliminary design and performance of the system as well as behavior of the software to validate all features to be delivered as per approved FDS and CDR documentation. FAT will cover the following areas: • Bill of Materials Verification • Solution functionality and configuration per approved FDS and CDR • System Communication Tests After executing and passing the Factory Acceptance Test, equipment will be packed and shipped to the point of delivery. 8.2.5. Milestone #4: Installation and Site Acceptance Test ETAP will be working along with Lompoc team to install ETAP Solution at facility. In parallel to field automation, ETAP will be validating ETAP servers and workstations on site in preparation for site acceptance. An ETAP engineer will be assigned to execute commissioning with the client and ensure that the Site Acceptance Test successfully passes, demonstrating the satisfactory performance of the solution. Docusign Envelope ID: DD4E0D60-54A3-4219-8BBB-CCF2D1FD024B etap Real-TimeTM SOLUTION F OR RANCHO CUCAMONGA MUNICIPAL UTILITY © ETAP 2025 | Technical Commercial Proposal for RCMU - ETA-82096-G2J8K 8.2.6. Milestone #5: Training During Training, scheduled training will be provided to the client as well as operational support after installation. Training Sessions will be scheduled for ETAP users and operators. 8.3. ETAP Project Management Team It is ETAP Automation’s policy to maintain project-team continuity throughout every project. ETAP Automation and our subcontractors will make the key personnel identified in our staffing plan available to the extent proposed in our work schedule. ETAP Automation will not remove any key personnel from the project without the concurrence of Client. If any of the Key Personnel leave the employment of ETAP Automation or cannot perform their area of responsibility of the Work for other reasons beyond the reasonable control of ETAP Automation, they shall be replaced by other equally qualified personnel. The project team typically will comprise of personnel that have previously worked together on several projects worldwide of similar complexity and budget to the RCMU Project Facility. Docusign Envelope ID: DD4E0D60-54A3-4219-8BBB-CCF2D1FD024B etap Real-TimeTM SOLUTION F OR RANCHO CUCAMONGA MUNICIPAL UTILITY © ETAP 2025 | Technical Commercial Proposal for RCMU - ETA-82096-G2J8K 8.3.1. Role of Project Director • Overall project Monitoring & mentoring • Financial and contractual administration related to assigned projects. • Looking the project movement • Supervision of project technical mangers, project engineers, and the QA Engineer 8.3.2. Role of Project Manager • Ultimately responsible for the delivery of the ETAP Automation design in accordance with agreed- upon project documents • Financial and contractual administration related to assigned projects • Central point of contact for the customer • Project scheduling with the customer and project staffing within ETAP Automation • Supervision of project technical mangers, project engineers, and the QA Engineer 8.3.3. Role of Project Engineers • Design; system assembly; configuration; testing; • Documentation; preparation and review of relevant design documents, specifications and submittals • Installation supervision; start up; commissioning; and site acceptance. 8.3.4. Role of the Systems Coordinator • Performance and capacity analysis for hardware sizing • Hardware design, specification and selection • Hardware provisioning, assembly, configuration, and testing 8.3.5. Role of the Project Administrator • Provides administrative coordination and support for the Project Manager • Secondary contact if Project Manager or Project Leader are not available • Coordinates project status monitoring and reporting (internal and external) • Maintenance of all key project records, including procurement, invoicing, and submittals management 8.3.6. Role of QA Engineer • Responsible for administration of QA/QC on projects as assigned including the production of project specific QA plans, as required. • Conducts internal project QA audits. • Liaison with customer’s QA department and assistance with project QA audits performed by ETAP Automation’s customers. 8.3.7. Roles of ETAP Automation Support Staff • ETAP Automation’s engineering support staff includes drafting, provisioning and logistics, technical and O&M documentation, educational services, contracts, clerical, and accounting. • ETAP Automation’s support staff is responsible for assisting ETAP Automation engineering with the completion of projects in accordance with project requirements. Docusign Envelope ID: DD4E0D60-54A3-4219-8BBB-CCF2D1FD024B etap Real-TimeTM SOLUTION F OR RANCHO CUCAMONGA MUNICIPAL UTILITY © ETAP 2025 | Technical Commercial Proposal for RCMU - ETA-82096-G2J8K 9. ETAP eSCADA Solution Software Description 9.1. Base Module including One-Line Diagram The ETAP One-Line Diagram is a user-friendly interface for creating and managing the network database used for schematic network visualization. Using ground-breaking technologies never before used for power systems software, you can interactively model, monitor, and manage the electrical network as well as execute simulation scenarios and analyze their results in a simple and intuitive manner. This can be accomplished by using features such as the intelligent one-line diagram, multi-level nesting of sub-systems, multi-color symbols, interfaces for management of switching devices, revisioning of engineering properties via a common and integrated multidimensional database. The single-line diagram is the blueprint for electrical system analysis. It is the first step in preparing a critical response plan, allowing you to become thoroughly familiar with the electrical transmission system layout and design. The single-line diagram also becomes your life line of information when updating or responding to an emergency. An accurate diagram ensures optimum system performance and coordination for all future testing and can highlight potential risks before a problem occurs. ETAP one-line diagram provides complete bus-breaker connectivity allowing you to visualize network topology with complete fidelity. Docusign Envelope ID: DD4E0D60-54A3-4219-8BBB-CCF2D1FD024B etap Real-TimeTM SOLUTION F OR RANCHO CUCAMONGA MUNICIPAL UTILITY © ETAP 2025 | Technical Commercial Proposal for RCMU - ETA-82096-G2J8K 9.2. Network Topology Builder Network Topology Builder (NTB) is a user-friendly environment for creating and managing network databases used for schematic network visualization. NTB offers a set of core tools, embedded analysis modules, and engineering libraries that allow you to create, configure, customize, and manage your smart grid model. Core tools allow you to quickly and easily integrate 3-phase and 1-phase network one-line diagrams with unlimited buses and elements including detailed instrumentation and grounding components. NTB includes an intelligent one-line diagram, element editors, configuration manager, report manager, project and study wizards, multi-dimensional database, theme manager, data exchange, and user access management. Engineering libraries provide complete verified and validated data based on equipment manufacturer’s published data. • Built-in intelligent graphics • Network nesting • Integrated 1-Phase, 3-Phase, & DC systems • Integrated AC, DC, & grounding systems • Multiple generators & grid connections • Display results on one-line diagrams • Graphical undo / redo • User-defined symbol text • Voltage propagation • Graphical alignment tools • Group rotation of elements • Customizable font types, styles, & colors • Customizable display of ratings & results • Graphical display of equipment impedance & grounding • Graphical display of overstressed devices & alerts • Hide & show protective devices & grounding systems • Propagation of nominal & rated voltagePropagation of phase connection • Text box editor with dynamic link to properties • OLE object & activeX control integration • Intelligent text box & hyperlink bookmarks • Customizable output reports via Crystal Reports® • Batch printing with view-dependent printer settings • User-friendly plotting Docusign Envelope ID: DD4E0D60-54A3-4219-8BBB-CCF2D1FD024B etap Real-TimeTM SOLUTION F OR RANCHO CUCAMONGA MUNICIPAL UTILITY © ETAP 2025 | Technical Commercial Proposal for RCMU - ETA-82096-G2J8K 9.3. Power Monitoring Tools Data Trending User-friendly and flexible trending application that supports real-time as well as archived data trending. Alarming & Notification Embedded notification system to prioritize alarms and events via graphical and tabular views for early detection of problems before a critical failure takes place. Metered and non-metered alerts based on equipment rating and capability. Docusign Envelope ID: DD4E0D60-54A3-4219-8BBB-CCF2D1FD024B etap Real-TimeTM SOLUTION F OR RANCHO CUCAMONGA MUNICIPAL UTILITY © ETAP 2025 | Technical Commercial Proposal for RCMU - ETA-82096-G2J8K Event Logging Data acquired from monitoring devices is recorded and logged to provide a complete history of sequence-of-events (SOE) tracking and playback. SCADA Integrator Enables quick creation of standardized and reusable templates, efficient system integration, and rapid deployment across the entire organization. Docusign Envelope ID: DD4E0D60-54A3-4219-8BBB-CCF2D1FD024B etap Real-TimeTM SOLUTION F OR RANCHO CUCAMONGA MUNICIPAL UTILITY © ETAP 2025 | Technical Commercial Proposal for RCMU - ETA-82096-G2J8K Cybersecurity User access management and active directory authentication with area-of-responsibility verification. Native Communication Protocols Connect and communicate with third-party hardware, DCS, or data collection systems regardless of manufacturer and models using built-in standard network protocols. Docusign Envelope ID: DD4E0D60-54A3-4219-8BBB-CCF2D1FD024B etap Real-TimeTM SOLUTION F OR RANCHO CUCAMONGA MUNICIPAL UTILITY © ETAP 2025 | Technical Commercial Proposal for RCMU - ETA-82096-G2J8K 9.4. Event Playback Sequence of Events Playback is especially useful for root cause and effect investigations, improvement of system operations, exploration of alternative actions, and replay of what-if scenarios. ETAP Event Recorder & Playback capabilities translate into reduction of maintenance costs and prevention of costly shutdown Event Playback offers the following benefits: • Recording the sequence of events (SOE & SER) • Replay Archived Historian Data • Improve Operator Knowledge • Predict System Behavior On-Demand • Investigate Cause & Effect • Explore Alternative Actions • Replay “What If” Scenarios the electrical network from the archived data. This includes playback of a previously recorded monitored data, calculated system parameters, sequence of events, to re-run at original or accelerated speeds, single-step, fast-forward, or rewind through the message log. Playback resolution is operator controlled and determined by the scan rate of field devices. Since full simulation capabilities are available to the system operator at any point during the replay, the operator can explore the effects of alternative actions at any point of recorded data. Docusign Envelope ID: DD4E0D60-54A3-4219-8BBB-CCF2D1FD024B etap Real-TimeTM SOLUTION F OR RANCHO CUCAMONGA MUNICIPAL UTILITY © ETAP 2025 | Technical Commercial Proposal for RCMU - ETA-82096-G2J8K 9.5. HMI Visualization Model driven monitoring provides an intuitive real-time visualization and analysis platform via intelligent graphical user interfaces, one-line diagrams, geospatial views and digital dashboards. Visualization & Dashboards SCADA HMI provides a modern graphical dashboard with electrical intelligence and situational awareness. Smart visualization views, combined with predictive analytics, enable the system dispatcher to effectively view and analyze key performance indicators. 9.6. Historical Data for SCADA Data Trending User-friendly and flexible trending application that supports real-time as well as archived data trending. Docusign Envelope ID: DD4E0D60-54A3-4219-8BBB-CCF2D1FD024B etap Real-TimeTM SOLUTION F OR RANCHO CUCAMONGA MUNICIPAL UTILITY © ETAP 2025 | Technical Commercial Proposal for RCMU - ETA-82096-G2J8K Alarming & Notification Embedded notification system to prioritize alarms and events via graphical and tabular views for early detection of problems before a critical failure takes place. Metered and non-metered alerts based on equipment rating and capability. Event Logging Data acquired from monitoring devices is recorded and logged to provide a complete history of sequence-of-events (SOE) tracking and playback. SCADA Integrator Enables quick creation of standardized and reusable templates, efficient system integration, and rapid deployment across the entire organization. Cybersecurity Inscription, signing, authentication, and the use of X.509 certificates are at the core of eSCADA’s communication architecture and implementation including user access management and active directory authentication with area-of-responsibility verification. Native Communication Protocols Connect and communicate with third-party hardware, DCS, or data collection systems regardless of manufacturer and models using built-in standard network protocols. Docusign Envelope ID: DD4E0D60-54A3-4219-8BBB-CCF2D1FD024B etap Real-TimeTM SOLUTION F OR RANCHO CUCAMONGA MUNICIPAL UTILITY © ETAP 2025 | Technical Commercial Proposal for RCMU - ETA-82096-G2J8K Portable Visualization Design Access design, analysis, and operational data from anywhere via the world-wide-web. The application is capable of connecting to a single or multiple ETAP Real-Time Servers and workstations. Online and simulation applications can be connected to user-friendly web Human Machine Interfaces (HMI’s) to monitor and analyze the system on the go. Online Data Visualization Design and implement content-rich intelligent views and easily publish them to the web by utilizing HTML5 technology. The ETAP Web Designer comes with a library of HTML5 components and symbols that allow the user to generate impressive HMIs. The visualization contains components such as gauges, trends, annotations and many other components for generating the powerful HMIs required for monitoring the electrical networks. Docusign Envelope ID: DD4E0D60-54A3-4219-8BBB-CCF2D1FD024B etap Real-TimeTM SOLUTION F OR RANCHO CUCAMONGA MUNICIPAL UTILITY © ETAP 2025 | Technical Commercial Proposal for RCMU - ETA-82096-G2J8K 10. Quality Assurance Program ETAP products comply with US Code of Federal Regulations as well as other Quality Assurance (QA) standards. OTI believes that a well-defined and effective QA process that thrives on continuous improvement is the best vehicle to transform powerful ideas to powerful products. ETAP is Verified and Validated (V&V) against field results, real system measurements, established programs, and hand calculations in order to ensure its technical accuracy. Each release of ETAP undergoes a complete V&V process using hundreds of test cases for each and every calculation module. ETAP Quality Assurance Program is specifically dedicated to meeting the requirements of the following standards: • ISO 9001:2015 Quality Management Systems – Requirements Model for Quality Assurance in Design, Development, Production, Installation and Servicing - ISO 9001:2015 Registered Certification Number 10002889 QM15 • United States Code of Federal Regulation, Title 10 CFR Part 50, Appendix B Quality Assurance Criteria for Nuclear Power Plants and Fuel Reprocessing Plants • United States Code of Federal Regulation, Title 10 CFR Part 21 Reporting of Defects and Noncompliance • United States Code of Federal Regulation, Title 10 CFR Part 50.55 Condition of Construction Permits, Early Site Permits, Combined Licenses, and Manufacturing Licenses • ANSI/ASME N45.2.1977 Quality Assurance Program Requirements for Nuclear Facilities • ASME NQA-1 (includes Subpart 2.7) 1994, 2000, 2008, NQA-1a 2009 addenda Quality Assurance Requirements for Nuclear Facility Applications • ANSI / IEEE 730.1 - 1989 IEEE Standard for Software Quality Assurance Plans • CAN / CSA-Q 396.1.2 - 1989 Quality Assurance Program for Previously Developed Software Used in Critical Applications • ANSI N45.22 - 1972 Packaging, Shipping, Receiving, Storage, and Handling of Items for Nuclear Power Plants. Docusign Envelope ID: DD4E0D60-54A3-4219-8BBB-CCF2D1FD024B etap Real-TimeTM SOLUTION F OR RANCHO CUCAMONGA MUNICIPAL UTILITY © ETAP 2025 | Technical Commercial Proposal for RCMU - ETA-82096-G2J8K 11. Commercial Proposal In response to your recent request, ETAP is pleased to offer RCMU the following proposal on the purchase of ETAP Real-Time Solution. Total ETAP Solution Year 1 $120,350 ETAP eSCADA Solution License – Year 2 ETAP eSCADA Software Price $25,500 ETAP Engineering Services Support (40 hours) $9,000 ETAP eSCADA Solution License – Year 2 ETAP eSCADA Software Price $25,500 ETAP Engineering Services Support (40 hours) $9,000 12. Payment Terms ETAP shall submit its invoices to Client for direct payment. Invoices are due and payable in full within 30 days from ETAP’s invoice dates. Invoices are payable by the following schedule: Year 1: • 100 % of Year 1 ETAP Hardware and Software price upon receipt of Purchase Order. • 40% of the Engineering Services are upon receipt of the Purchase Order. • 30% of the Engineering Services price upon Engineering Design Approval. • 20% of the Engineering Services price upon Factory Acceptance Test. • 10% of the Engineering Services price upon Site Acceptance Test approval. Year 2 & 3: • 100 % of ETAP Total price upon receipt of Purchase Order. Docusign Envelope ID: DD4E0D60-54A3-4219-8BBB-CCF2D1FD024B etap Real-TimeTM SOLUTION F OR RANCHO CUCAMONGA MUNICIPAL UTILITY © ETAP 2025 | Technical Commercial Proposal for RCMU - ETA-82096-G2J8K 13. Terms & Conditions 13.1. Payment a) Due Date: Payment must be made in advance before each subscription annual period from the date the PO is issued b) The subscription fee is non-refundable and non-cancelable. c) Currency and Taxes: All the orders and payments would be in USD only unless specifically agreed and exclude taxes, VAT, customs, duties, surcharges, and other government-specified amounts. 13.2. Subscription Terms a) Subscription Period: The length of the subscription to purchase period shall be 3 years billed annually. b) Renewal: Subscription license will be automatically extended for an additional period per the original contract. Upon the expiration of the Initial Term, this Agreement shall automatically be renewed for successive periods with the prevailing integrated price annually of software unless either party provides written notice of non-renewal at least 60 days before the end of the then- current term. Subscription License use rights shall expire at the end of the applicable Subscription Period if the subscription is not renewed. c) License Hosting: ETAP is installed and hosted by the licensee. d) Termination: i. During the Purchase Term, the subscription is non-terminable except in the following circumstances: • Following the Initial Term, either party may terminate this Agreement upon 60 days' written notice to the other party. • Breach of Terms: ETAP will terminate the subscription for violating terms, such as unauthorized use or sharing of the software. • Force Majeure: If either party is unable to perform its obligations under this Agreement due to force majeure events such as acts of nature, war, strikes, or governmental regulations beyond the party's control, the non-performance shall not be considered a breach, and the term of this Agreement shall be extended for the duration of such events. ii. In case of termination, each party will notify the other of the same, citing the above reason. The effective date of termination will be considered from the date of notice. 13.3. Proposal Validity This proposal is a matter to be kept confidential between ETAP and Client. This proposal is valid until December 31st, 2025. Docusign Envelope ID: DD4E0D60-54A3-4219-8BBB-CCF2D1FD024B etap Real-TimeTM SOLUTION F OR RANCHO CUCAMONGA MUNICIPAL UTILITY © ETAP 2025 | Technical Commercial Proposal for RCMU - ETA-82096-G2J8K 13.4. Exclusions The design, engineering, erection, supervision of installation and commissioning of the following items are excluded from ETAP scope: • Documentation outside ETAP Standard Documentation • Data gathering by the field devices • Protective Device and Metering System Integration • Power distribution activities including power distribution equipment • Cable engineering, including detailed cable schedule preparation, except to the extent of interconnection list for equipment's supplied by ETAP • All engineering, procurement, installation, and commissioning of the earthing system is by the customer • Final documentation shall be given in the form of electronic copies • Erection of panels, however, we shall provide necessary drawings & supervision • Supply of any IT Hardware including printers other than the stated deliverables • IT services including switch programing, metering device programming other than stated in Engineering Services • Modification of existing controllers • Supply of cables, cable laying, glanding & termination • Wiring external to the panel (Signal cable, control cable, power cable, fiber optic cable) is excluded from our scope • Numerical relay, relay configuration, and energy meters are excluded from our scope if any • GPS; Clock, antenna and cable and IRIG_B sync signal • Controllers \ PLCs not listed in the Bill of Materials • Servers, P.C.s or any other hardware not listed in the Bill of Materials • Project Risk assessments and resolution Study is excluded • Construction plan and manpower plan finalization is excluded • Engineering services and design /BOQ of HVAC system is excluded • Engineering services and design /BOQ of Fire Fighting system is excluded • Information, communication, telecommunication, instrumentation system design and engineering services for entire Power Primary Network is excluded • Site survey, liaison with statutory bodies, right of way is excluded • All inspection and expediting work are excluded from scope • All site visits of ETAP staff are excluded. If required the same shall be considered as extra with all travel, boarding and miscellaneous expenses. • No field visits, survey and measurements are envisaged in scope • Collection of all system data, documents & information from Client, various input parameters is excluded from ETAP scope. • All engineering related for Civil, Structural, Mechanical, HVAC, Piping is excluded from the scope. Docusign Envelope ID: DD4E0D60-54A3-4219-8BBB-CCF2D1FD024B etap Real-TimeTM SOLUTION F OR RANCHO CUCAMONGA MUNICIPAL UTILITY © ETAP 2025 | Technical Commercial Proposal for RCMU - ETA-82096-G2J8K 13.5. Engineering Liability Services will be provided in a professional and workmanlike manner by ETAP personnel with suitable skills and abilities. Client’s sole remedy for a breach of this section is that on specific written notice of a breach of this warranty, ETAP will use commercially reasonable efforts promptly to reperform the Services failing to meet this warranty and that were delivered to the Client in the six (6) months before the written notice. If ETAP is unable to reperform such Services in compliance with this warranty, it will refund any payment by Customer for such Services. THE FOREGOING CONSTITUTES ETAP’S SOLE LIABILITY AND CUSTOMER’S SOLE AND EXCLUSIVE REMEDY FOR ANY BREACH OF THIS WARRANTY AND ETAP MAKES NO OTHER WARRANTIES REGARDING ITS PERFORMANCE UNDER THIS AGREEMENT AND EXPLICITLY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, NON- INFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE. CLIENT AND/OR END-USER AGREE THAT OPERATION TECHNOLOGY, INC., ITS OFFICERS, EMPLOYEES, AFFILIATES, REPRESENTATIVES OR AGENTS (COLLECTIVELY “ETAP”) SHALL NOT BE LIABLE FOR ERRORS MADE BY CLIENT, THEIR AGENTS, OR EMPLOYEES. THIS INCLUDES, BUT IS NOT LIMITED TO, ANY ERRORS IN INFORMATION AND DATA PROVIDED TO ETAP, IN INTERPRETING THE DATA, OR IN CHANGES MADE TO ANY REPORTS PROVIDED. CLIENT WILL DEFEND, INDEMNIFY, AND HOLD ETAP HARMLESS FROM ANY CLAIM MADE OR THREATENED AGAINST ETAP, AS WELL AS ANY INCIDENTAL, CONSEQUENTIAL OR ASSOCIATED DAMAGES, COSTS, LOSSES, DELAYS, OR ANY OTHER CHARGES, WHICH MAY BE RELATED TO ANY SUCH ERRORS MADE BY CLIENT AND/OR END-USER. REGARDLESS OF THE FORM OF ACTION AND OTHER THAN SET FORTH ABOVE, NEITHER PARTY WILL BE LIABLE FOR, NOR WILL THE MEASURE OF DAMAGES INCLUDE, ANY INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES OR AMOUNTS FOR LOSS OF INCOME, DATA, PROFITS, OR SAVINGS ARISING OUT OF OR RELATING TO EITHER PARTY’S PERFORMANCE UNDER THIS AGREEMENT, EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ETAP’S LIABILITY UNDER OR RELATING TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, WILL NOT EXCEED THE TOTAL FEES PAID BY CLIENT TO ETAP UNDER THE APPLICABLE WORK ORDER. 13.6. Export Control This offer is subject to the approval and/or issuance of any required licenses, authorization, or approvals by any relevant government authority. If any required licenses, authorization or approval are not obtained, whether arising from inaction by any relevant government authority or otherwise, or if any such license authorization or approvals are denied or revoked, or if the applicable export control laws and/or regulations would prohibit from fulfilling any order, or would in Seller’s judgment otherwise expose Seller to a risk of liability under the applicable export control laws and/or regulations if it fulfilled the offer, Seller shall be excused from all obligation/s under this offer Docusign Envelope ID: DD4E0D60-54A3-4219-8BBB-CCF2D1FD024B etap Real-TimeTM SOLUTION F OR RANCHO CUCAMONGA MUNICIPAL UTILITY © ETAP 2025 | Technical Commercial Proposal for RCMU - ETA-82096-G2J8K 14. Acceptance Agreement Services will be provided in a professional and workmanlike manner by ETAP personnel with suitable skills and abilities On behalf of Client the undersigned agrees to the above terms and conditions of using this support service. This Agreement, including any attachments hereto, constitutes the entire agreement between the parties hereto pertaining to the subject matter hereof, and any and all written or oral agreements heretofore existing between the parties hereto are expressly canceled. Each party acknowledges that it is not entering into this Agreement on the basis of, and has not relied on, any representations not expressly contained herein. Any modifications of this Agreement must be in writing and signed by both parties hereto. (Signatures are required for all agreements exceeding $10,000.) Approved by: Signature: Title: Date: ETAP Automation agrees to use best efforts to provide a satisfactory level of service in accordance with the terms and conditions listed above. Approved by: Signature: Title: Date: Docusign Envelope ID: DD4E0D60-54A3-4219-8BBB-CCF2D1FD024B PSA with Professional Liability Insurance (Non-Design) Page 15 Last Revised: 11/12/2020 EXHIBIT B SCHEDULE OF PERFORMANCE N/A Docusign Envelope ID: DD4E0D60-54A3-4219-8BBB-CCF2D1FD024B This Professional Services Agreement (“Agreement”) made effective on ___________ (“Effective Date”) by and between the City of Rancho Cucamonga (“Client”) and ETAP Automation, Inc., a California corporation (“Contractor”), and collectively the “Parties” and individually, “Party” with reference to the following: WHEREAS, Client requires Contractor to perform certain professional Services as defined in each applicable Task Order to this Agreement; and WHEREAS, Contractor has the expertise necessary to perform such Services; and NOW, THEREFORE, in consideration of the foregoing and of the mutual covenants and promises the Parties hereby agree as follows: Article 1 – Scope of Agreement This Agreement establishes the framework in order to enable Contractor to provide professional Services to Client and its Affiliates. “Services” means work described in an applicable Task Order/Statement of Work (“SOW”) that is agreed upon by both Parties in the format set forth in Attachment A. The Parties agree that the terms of this Agreement will govern all purchases by Client of Services unless otherwise agreed by the Parties in writing. Pre-printed terms contained in any Client purchase order shall not apply to any of the Services provided under this Agreement "Affiliate" means any corporation or other entity that owns or controls, is owned or controlled by, or is under common control or ownership with a Party. A corporation or other entity shall be deemed to control another corporation or entity if it, directly or indirectly, owns more than fifty (50%) percent of the voting shares or other interest, or has the power to elect more than half the directors or representatives of such other corporation or entity. Article 2 – Responsibilities of Contractor a.Professional Standards. Contractor shall perform all Services and provide all products as specified in this Agreement and the applicable Task Order. In performing the specified Services, Contractor shall follow practices consistent with the professional and technical standards in the industry. b.Staffing. Contractor will furnish Services in the amount necessary to complete the work promptly and effectively and shall be responsible for the supervision and direction of the work by its employees. For each Task Order, Contractor shall identify a designated project manager, who shall be empowered to act for the Contractor in accordance with this Agreement in all matters relating to the technical administration and staffing matters relating to the Services as defined in the Scope of Work set forth in each Task Order. c.Change in Key Contractor Staff. Should Contractor’s project manager be unable to complete his/her responsibility for any reason, Contractor will provide replacement personnel of equal qualifications, education and experience. Contractor will be responsible to bear any relocation, training, and expenses associated with providing such EXHIBIT CDocusign Envelope ID: DD4E0D60-54A3-4219-8BBB-CCF2D1FD024B replacement personnel including the time necessary for such personnel to become familiar with the Services already performed. Article 3 – Independent Contractor Nothing contained herein or any document executed in connection herewith, shall be construed to create an employer-employee partnership or joint venture relationship between Client and Contractor. Contractor is an independent contractor and not an employee of Client, or any of its subsidiaries or Affiliates. The consideration set forth in a Task Order or SOW shall be the sole consideration due to Contractor for the Services rendered hereunder. Article 4 – Responsibilities of Client a. Staffing and Project Manager. Client agrees that its officers and employees will cooperate with Contractor in the performance of Services under this Agreement and will be available for consultation with Contractor at such reasonable times as do not conflict with their other responsibilities. In each Task Order, Client shall identify its designated Project Manager, who shall be empowered to act for the Client in accordance with this Agreement and shall have sole discretion to review the quality, acceptability and fitness of Services performed and items provided by the Contractor. b. Change in Key Client Staff. Should Client’s Project Manager be unable to complete his/her responsibility for any reason, Client will provide replacement personnel of equal qualifications, education and experience. Client will be responsible to bear any relocation, training, and expenses associated with providing such replacement personnel including the time necessary for such personnel to become familiar with the Services already performed. c. Data, Resources and Facilities. Upon request by Contractor, Client, without charge, will reasonably furnish or make available for examination or use any data and/or Client resources that is necessary for Contractor to complete the Services. Client shall also provide Contractor sufficient access to the hardware and software system(s) required for the performance of the Services. Remote access to Client’s systems may also be required and such access may be provided through an external connection such as Citrix, VNC (Virtual Network Connection), VPN (Virtual Private Network), or PCAnywhere. If Client is not able to provide access via an external connection, then Client may be required to supply additional hardware and equipment. d. Specification of Deliverables. The specifications of deliverables described in each Task Order are intended as precise guidance as to the conduct within a project. However, the Client realizes that different combinations of work practice, updated technological approaches, and modern equipment can potentially yield a final product of accuracy and quality equal to that proposed in each Task Order. e. Backup and Recovery. During the entire course of the project, Client will be responsible for backup/recovery of all onsite project related digital data, materials and databases. Docusign Envelope ID: DD4E0D60-54A3-4219-8BBB-CCF2D1FD024B Contractor will be responsible for backup/recovery of all project related data housed on Contractor computer systems. Article 5 - Acceptance a. Deliverable Review. All deliverables as defined in each SOW (“Deliverable(s)”) shall be submitted to Client for review and categorization as detailed in Article 5(c) below. Client shall have fourteen (14) days to categorize the Deliverables and Contractor shall be notified in writing of any delays in the review period. Should Client fail to notify Contractor in writing within fourteen (14) days, the Deliverables shall be deemed accepted. b. Compliance. All reviews will be performed on the basis of work correctness and compliance with the Agreement. Client reserves the right to return for correction within the review period any Deliverables that are in error or have not been prepared within the specifications set forth in the applicable SOW. c. Classification of Deliverables. After review, Deliverables shall be classified as follows: (i) DELIVERABLE ACCEPTED, shall be defined as a Deliverable conforming to the SOW or meeting the specifications, with no more than minor and/or isolated exceptions or nonconformities. In such case Client will take responsibility for any necessary corrections. (ii) DELIVERABLE ACCEPTED WITH REWORK, shall be defined as a Deliverable essentially conforming to its specification, but having a significant number of isolated exceptions, and is accepted pending re-editing and correction by Contractor. Contractor shall re-edit the work for the indicated errors and resubmit within 30 days. Client will rerun its acceptance checks for the classes of errors detected in the initial check and will reclassify the Deliverable(s) as either ACCEPTED or REJECTED. (iii) DELIVERABLE REJECTED, shall be defined as a Deliverable failing to conform to the SOW or to meet specification in ways that indicate that major improvements in procedure are needed to avoid recurrence. Contractor shall rework the Deliverable and resubmit to Client within 30 days, at which time the Client will rerun its acceptance check and reclassify the work. d. Client Delays. Client must exercise due diligence and shall ensure that factors beyond the control of Contractor, such as Client delays and failure to fulfill Client responsibilities, will not interfere with Contractor’s ability to complete the Services. Client shall notify Contractor of any such factors that may cause delays in the completion of tasks or changes to the SOW, and both Parties will mutually determine required modifications to this Agreement. e. Final Acceptance and Certification. At the conclusion of project acceptance, Contractor will request that Client sign a final acceptance certificate and Client shall have fourteen (14) days to sign off on the final acceptance certificate. Should Client fail to notify Contractor of their acceptance in writing within fourteen (14) days of receiving the final acceptance certificate, all of the Deliverables shall be deemed accepted. In addition, Docusign Envelope ID: DD4E0D60-54A3-4219-8BBB-CCF2D1FD024B should Client use any of the Deliverables in a Production Environment prior to receipt of an acceptance certificate, such use shall constitute deemed acceptance on part of Client. A “Production Environment” is defined as a computer system consisting of hardware that is executing the Software in an environment that is accessed by end users and is part of Licensee’s system of record database system for live business operations. Article 6 – Changes to the SOW Client may at any time request additions, modifications or deletions to the SOW set forth in each Task Order. If such changes cause an increase or decrease in the cost of, or time required for, performance of the Services, an equitable adjustment shall be made in the fixed fee, and the Task Order shall be modified in writing accordingly, using the form provided in Attachment B. Project members may discuss or make arrangements for changes in the SOW, but any verbal or written communication between or among Client and Contractor project personnel shall not be construed as a modification to the conditions of the Agreement unless a formal modification is executed using the scope change order form provided. Article 7 – Compensation and Invoices a. Fixed Fee for Tasks. Client shall pay Contractor the fixed fee for each task performed as outlined in the applicable Task Order. If changes in the schedule are made by consent of both Parties that affect the completion of tasks or change the order of the tasks that affect milestone acceptance, Contractor has the right to invoice based on a partial milestone completion percentage. In the event any work task is not 100 percent complete, Contractor will submit sufficient documentation to assure the Client that Contractor has satisfactorily performed such tasks. This preliminary acceptance for payment in no way abrogates Contractor's responsibility to correct any errors in compensated work tasks. The maximum amount that Contractor may be paid for each task, unless otherwise provided by written authorization from Client, shall be as specified in the Task Order. b. Milestone Payments and Out-of-Pocket Expenses. Each Milestone payment amount includes the labor plus any out-of-pocket expenses. The Contractor will submit an invoice and Milestone Acceptance Form (Attachment C, attached hereto and made a part hereof), identifying the Milestone delivered, and the expected amount. The Client will have 15 days to approve or reject the Milestone Acceptance form, the signature of which constitutes acceptance of the deliverables within the Milestone. Failure on the part of Client to reject the Milestone within 15 days will constitute acceptance. Invoice terms are 30 days net, following receipt of invoice. The Contractor will provide bank wiring instructions for wire transfer. Any invoices that are past due are subject to additional interest of 8% per year calculated monthly. c. Exclusive of Shipping, Handling, and Taxes. The price excludes all present or future sales taxes, excise taxes, value-added taxes, import and export duties and any other taxes, surcharges or duties now existing or hereafter imposed by Government authorities upon Services provided by the Contractor. Client shall be responsible for all such taxes and duties resulting from this Agreement. The Contractor is required to impose taxes on orders and shall invoice the Client for such taxes and/or fees according to state and local statute, Docusign Envelope ID: DD4E0D60-54A3-4219-8BBB-CCF2D1FD024B unless the Client furnishes the Contractor at the time of order with a properly completed exemption certificate(s) acceptable to the authorities imposing the tax or fees. Article 8 – Indemnification a. General Indemnity. Each Party (the “Indemnifying Party”) agrees to indemnify the other Party (the “Indemnified Party”), its officers, directors and employees from and against any and all third Party claims, damages, costs, expenses (including, but not limited to, reasonable attorneys' fees and costs) or liabilities to the extent resulting from the Indemnifying Party’s negligence or misconduct arising from or related to the performance of the work pursuant to this Agreement. It is the intent of this Agreement that each Party to this contract shall bear the risk of and liability for its own actions arising from or related to the performance of the work pursuant to this Agreement. Client shall continue to have any other remedies available at law, subject to the limits of liability set out herein. b. Copyright and Intellectual Property Rights. Contractor will indemnify, at its expense, any action or proceeding brought against Client by a third Party to the extent that it is based on a claim that any part of the Deliverables provided, or their use under this Agreement, infringes any copyrights, trademarks, patents or other intellectual property right in Canada or United States (“Claim”). Client shall promptly notify Contractor in writing of any infringement action or proceeding that has been brought or threatened of which it is aware. Contractor will settle or defend the action and pay the costs and damages awarded in any action or proceeding, provided that Contractor has control of the defense of any action and all negotiations for settlement or compromise in connection therewith. In the event that a final injunction is obtained against Client’s use of any part of the Deliverables by reason of infringement of a foregoing proprietary right, or if in Contractor’s opinion the Deliverables is likely to become the subject of a claim for such infringement, Contractor shall at its option and expense, either: (i) procure for Client the right to continue using such portion of the Deliverables; or (ii) replace such portion of the Deliverables with a non-infringing and non- misappropriating functional equivalent satisfactory to Client or (iii) modify such portion of the Deliverables in a way satisfactory to Client so that it becomes non-infringing and non-misappropriating. Contractor will have no indemnification obligations under this section with regard to any Claim that is based upon (a) a modification of the Deliverables made by Client (other than at Contractor’s written direction); (b) use of the Deliverables in combination with products, data or business methods not provided by Contractor, if the infringement or misappropriation would not have occurred without the combined use; (c) use of any release of the Deliverables if, as of the date of a Claim or threatened Claim, the infringement or misappropriation would not have occurred through use of a more recent release of the Deliverables; (d) any use of the Deliverables by Client other than for Client’s internal use; (e) use by Client after notice by Contractor to discontinue use of all or a portion of the Deliverables. Docusign Envelope ID: DD4E0D60-54A3-4219-8BBB-CCF2D1FD024B c. Data for Work Execution. It is understood among the Parties that the Contractor is relying solely upon information, data, records, documentation, and maps already in existence and copy made available through public record or confidential sources by the Client to the Contractor with which to perform its obligation under this Agreement, and that the resulting work product is informational only and may not be relied on as a substitute for documents of records. Article 9 – Limitation of Liability CONTRACTOR’S LIABILITY, INCLUDING THE LIABILITY OF ANY SUBCONTRACTORS OR AFFILIATES, TO CLIENT IN CONTRACT TORT, STRICT LIABILITY OR OTHERWISE REGARDING THE SERVICES OR DELIVERABLES PROVIDED UNDER THIS AGREEMENT, IS LIMITED TO AMOUNTS PAID BY CLIENT UNDER THE STATEMENT OF WORK WHICH IS THE BASIS FOR THE LIABILITY. IN NO EVENT WILL CONTRACTOR, OR ANY SUBCONTRACTOR OR AFFILIATE, BE LIABLE FOR ANY INDIRECT, SPECIAL, OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGE OR LOSS. THE PARTIES EXPRESSLY ACKNOWLEDGE AND AGREE THAT THEY HAVE ENTERED INTO THIS AGREEMENT, INCLUDING THE PRICES HEREIN, IN RELIANCE UPON THE LIMITATIONS OF LIABILITY SPECIFIED HEREIN, WHICH ALLOCATE THE RISK BETWEEN CONTRACTOR AND CLIENT. IF ANY REMEDY HEREUNDER IS DETERMINED TO HAVE FAILED IN ITS ESSENTIAL PURPOSE, ALL LIMITATIONS OF LIABILITY, DISCLAIMERS AND EXCLUSIONS OF WARRANTY AND DAMAGES SET FORTH IN THIS AGREEMENT SHALL REMAIN IN EFFECT. THE LIMITATION OF LIABILITY STATED IN THIS ARTICLE SHALL NOT APPLY TO DAMAGES RESULTING FROM PERSONAL INJURY, DEATH OR PROPERTY DAMAGE TO TANGIBLE PHYSICAL PROPERTY WHICH RESULTS FROM CONTRACTOR'S OR ANY SUBCONTRACTOR’S OR AFFILIATE’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. Article 10 – Insurance (Intentionally Omitted) Article 11 – Confidential Information a. Obligations. During the term of this Agreement, with respect to such Confidential Information disclosed by the Disclosing Party, the Receiving Party shall (a) use the Confidential Information only in accordance with the terms and conditions of this Agreement and as related to the provision of the Services; (b) hold the Disclosing Party’s Confidential Information in confidence and protect it with the same degree of care it utilizes to protect its own Confidential Information, but in no event less than reasonable care; and (c) only disclose the Confidential Information to its employees, agents and contractors with a need to know, and to its auditors and legal counsel, in each case, who are under a written obligation to keep such information confidential using standards of confidentiality not less restrictive than those required by this Agreement. Both Parties agree that obligations of confidentiality will exist for a period of two (2) years from termination or expiration of this Agreement. "Confidential Information" means all information disclosed by either Contractor or Client ("Disclosing Party") to the other Party ("Receiving Party") during the term of this Agreement that is (i) is marked as confidential at the time of disclosure; or, (ii) is unmarked but treated as confidential at the time of disclosure; or, (iii) Docusign Envelope ID: DD4E0D60-54A3-4219-8BBB-CCF2D1FD024B is disclosed or observed whether inadvertently or not, whether by direct or indirect oral or written communication or mistake to the Receiving Party and the Receiving Party knows or has reason to know such information is confidential, trade secret or proprietary information of the Disclosing Party. b. Exclusions. Confidential Information will not include information: (i) which was in Receiving Party’s possession without any obligation of confidentiality prior to the disclosure thereof by Disclosing Party to Receiving Party and was not acquired by Receiving Party directly or indirectly from Disclosing Party; (ii) which is or later becomes a matter of public knowledge without any fault or negligence on the part of Receiving Party; (iii) which Receiving Party receives without any obligation of confidentiality from a third Party who is rightfully in possession of such information; (iv) which is developed by Receiving Party independently and without reference to any of the Confidential Information of Disclosing Party; or (v) which Receiving Party is required by law to disclose. Both parties acknowledge and agree that the Disclosing Party may be irreparably harmed by any violation of this Article 11, and that the use of the Confidential Information for any purpose other than that stated herein may, among other things, enable the Receiving Party or other third parties receiving such Confidential Information to compete unfairly with the Disclosing Party. Therefore, in the event of a breach or threatened breach, the Disclosing Party shall be entitled, in addition to all other rights and remedies available at law or in equity, to seek (a) an injunction restraining such breach, without being required to show any actual damage or to post a security or other bond; or (b) a decree for specific performance of the applicable provision of this Agreement. The Receiving Party shall promptly notify the Disclosing Party of any unauthorized possession, use or knowledge of the Disclosing Party’s Confidential Information which becomes known to a responsible officer of the Receiving Party. Article 12 - Term and Termination a. Contract In Force. This Agreement shall continue in force until completion of all Services required of Contractor, unless terminated by Client or Contractor pursuant to the provisions herein. b. Termination For Cause. This Agreement may be terminated in whole or in part in writing by either Party in the event of substantial failure by the other Party to fulfill its obligations under this Agreement through no fault of the terminating Party. In the event Contractor is in default under this Agreement because of a failure to fulfill any material obligation contained herein, Client shall give written notice to Contractor of such default and in the event the Contractor has not remedied the default as soon as reasonably possible, but no Docusign Envelope ID: DD4E0D60-54A3-4219-8BBB-CCF2D1FD024B later than thirty (30) calendar days from Contractor’s receipt of said notice, the Agreement may be terminated; provided that no such termination may be effected unless the other Party is given: (1) not less than fifteen (15) working days written notice of intent to terminate, and (2) an opportunity for consultation with the terminating Party in order to correct any such default prior to termination. c. Termination for Convenience. The Agreement may be terminated in whole or in part in writing by Client for its convenience, provided that no such termination shall be effective unless: (1) not less than ten (10) working days written notice of intent to terminate, and (2) an opportunity for consultation with Client prior to termination. d. Delivery Following Termination. Upon receipt of a notice of termination, Contractor shall: (1) promptly discontinue all Services affected (unless the notice directs otherwise), and (2) deliver or otherwise make available to Client all finished or unfinished documents and all information which have been accumulated or prepared by Contractor in performing Services under the Agreement. e. Payment Following Termination. Contractor shall be paid on a pro rata basis for work completed under this Agreement through the effective date of termination including any associated wind-down expenses incurred by Contractor, all return travel and subsistence expenses associated with returning Contractor employees and/or subcontractors to their permanent duty locations. f. Persistence of Property Rights. Upon any termination of the Agreement, Client may take over the work and prosecute the same to completion by Agreement with another Party or otherwise. The provisions of Article 13, Property Rights, shall apply. g. Suspension of Work. If, prior to completion, work under this agreement is stopped or suspended by Client, Contractor shall be paid on a pro rata basis for work completed under this Agreement through the effective date of suspension, including any associated wind-down expenses incurred by Contractor, and all return travel and subsistence expenses associated with returning Contractor employees and/or subcontractors to their permanent duty locations. In addition, prior to restarting work, both Parties will negotiate a change in scope as provided in Article 6 to address any necessary additions in time or expense to complete the work as a result of the suspension. Suspension of work will not terminate this agreement. All other terms and conditions of this Agreement shall remain in force until such time as work is resumed or terminated as provided in this Article, such period of time not to extend beyond ninety (90) days from the issuance of the suspension without the mutual consent of both Parties. Article 13 – Intellectual Property Rights a. Use of Proprietary Skills, Tools, and Data. Each Party reserves the right to use, for any purpose, any programming tools, skills, and techniques previously acquired, developed or used in the performance of the Services described herein. Nothing in this Agreement shall be construed as restraining either Party, their employees, or agents in the use of the techniques and skills of computer programming and design which may be utilized or acquired in the course of performance of this Agreement. Docusign Envelope ID: DD4E0D60-54A3-4219-8BBB-CCF2D1FD024B b. License To Use. Contractor grants to Client, subject to the terms of this Agreement, a personal, nontransferable, nonexclusive license to use and copy the Deliverables solely for Client’s internal business purposes. Client shall include Contractor’s copyright notice and any other legend of ownership on all copies of the Deliverables as such notice appears on the originals. The Services and Deliverables delivered hereunder are not “work for hire”. With the exception of the portions of Deliverables that contain data (either spatial or non-spatial) relating to the land, facilities and customers of Client, Contractor shall own all right, title, and interest to such Services and Deliverables. c. Excluded Uses. Client shall not make, sell, translate, export, license, sublicense, localize, use with any time-sharing or for service bureau arrangements, or transmit to any person outside of Client’s internal business organization the Deliverables. d. Provision Against Derivation of Source Code. Client shall not reverse engineer, decompile, disassemble or apply any process, technique, or procedure or make any attempt to ascertain or derive the source code of the core product used in conjunction with the Deliverables. e. Retention of Patentable Rights. Any patentable or unpatentable discoveries, ideas, including methods, techniques, know-how, concepts, or products (“Invention”); or any works fixed in any medium of expression, including copyright and mask work rights (“Works of Authorship”); or any other intellectual property created by Contractor during the course of the Services and provision of Deliverables shall be the sole and exclusive property of Contractor. With respect to any Inventions of Client relating to Co ntractor’s software, Client hereby grants and agrees to grant Contactor an irrevocable, royalty-free, nonexclusive, worldwide right and license, with right to sublicense, use, make, sell, offer to sell, or import such Inventions for any purpose, whether or not patented in the country of such past or intended use. Client agrees to disclose promptly to Contractor (i) each Invention relating to the Contractor software and made or conceived by Client’s Inventors during the term of this Agreement and (ii) of any decision to file a patent application with respect to such Invention and the country or countries in which such application will be filed. f. Ownership. Except as set forth in Section a. above, no direct or indirect ownership interest or license rights in Inventions, Works of Authorship or other intellectual property including software or patents are granted or created by implication in this Agreement. Contractor retains all right, title, and interest to any of its software provided in relation to this agreement, and Client’s right to use that software shall be subject at all times to Contractor’s standard software license agreement. g. Performance of Similar Service. Contractor may perform the same or similar Services for others, including providing the same or similar conclusions and recommendations, provided that Client’s Confidential Information is not disclosed. Article 14 – Audit Docusign Envelope ID: DD4E0D60-54A3-4219-8BBB-CCF2D1FD024B a. Inspection. Contractor shall maintain records of performance under this Agreement and make these records available for inspection and audit by Client. b. Audit. Audits conducted pursuant to this Article shall be in accordance with generally accepted auditing standards and established procedure and guidelines of the reviewing or auditing agency. c. Term. Records maintained under terms of the above shall be maintained and made available during performance of Services under this Agreement and until three years from date of final payment. In addition, those records which relate to any dispute, appeal, litigation, or the settlement of claims arising out of such performance or costs of items to which an audit exception has been taken shall be maintained and made available until three years after the date of resolution of such appeal, litigation, claim, or exception. Article 15 – Covenant Against Contingent Fees Contractor warrants that no person or company other than Contractor employees have been employed or retained to solicit or secure this Agreement upon an agreement or understanding for a commission, percentage, brokerage, or contingent fee; nor has Contractor paid or agreed to pay any person other than Contractor employees, company, corporation, individual, or firm any fee, commission, contribution, donation, percentage, gift, or any other consideration contingent upon or resulting from award of this Agreement. For any breach or violation of this provision, Client shall have the right to terminate this Agreement without liability. Article 16 – Force Majeure Neither Party shall be considered in default in the performance of its obligations hereunder, to the extent that performance of such obligations is prevented or delayed by any cause, existing or future, which is beyond the reasonable control of such Party. Any delays beyond the control of either Party shall automatically extend the time schedules as set forth in this Agreement by the period of any such delay. Client acknowledges that the delivery of the Services and/or ability for Contractor to meet the SOW requirements may be affected in the future by the prevailing COVID-19 epidemics/pandemic and that the COVID-19 situation may trigger stoppage, hindrance or delays in Contractor’s (or its subcontractors’) capacity to produce, deliver, or render the Services in whole or in part, irrespective of whether such stoppage, hindrance or delays are due to measures imposed by authorities or deliberately implemented by Contractor in its reasonably in its reasonable discretion (or its subcontractors) as preventive or curative measures to avoid harmful contamination exposure of Contractor (or its subcontractors’) employees. Client therefore recognizes that such circumstances shall be considered as a cause for excusable delay and a force majeure event, thereby not exposing Contractor to contractual sanctions on any kind. Article 17 – Governing Law The laws of the State of California shall govern the interpretation of this Agreement. Article 18 – Assignment Docusign Envelope ID: DD4E0D60-54A3-4219-8BBB-CCF2D1FD024B Any attempt by Contractor to assign or otherwise transfer any interest in this Agreement with- out the prior written consent of Client shall be void provided, however, that claims for compensation due or to become due to Contractor from Client under this Agreement may be assigned without such approval. Notice of any such assignment or transfer shall be furnished promptly to Client. Article 19 – Notice Any notice required or permitted to be given hereunder shall be deemed to have been given when received by the Party to whom it is directed by personal service, hand delivery, or mail delivery as follows: TO CLIENT: City of Rancho Cucamonga / Chris Beeman 10500 Civic Center Drive Rancho Cucamonga, CA 91730 TO CONTRACTOR: ETAP Automation, Inc. Attn: Legal Department 17 Goodyear Irvine, CA 92618 Either Party may change its representative or address above by written notice to the other. Article 20 – Non-Hire It is hereby mutually agreed that Client will not solicit, hire, or contract with any employee(s) of Contractor's staff who are associated with efforts called for under this Agreement during the term of this Agreement and for a period of one (1) year thereafter. In the event the foregoing provision is breached, liquidated damages equal to twelve (12) months of the employee's compensation plus any legal expenses associated with the enforcement of this provision shall be paid by the Client to Contractor. Article 21 – Warranty Disclaimer EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS AGREEMENT OR IN A SPECIFIC TASK ORDER, CONTRACTOR MAKES NO EXPRESS OR IMPLIED WARRANTIES OF ANY KIND, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR WARRANTIES ALLEGED TO ARISE AS A RESULT OF CUSTOM AND USAGE, OR WARRANTIES OF TITLE AND AGAINST INFRINGEMENT. IN ADDITION TO AND WITHOUT LIMITING THE PRECEDING PARAGRAPH, CONTRACTOR DOES NOT WARRANT IN ANY WAY THE MAP DATA, WHETHER SUPPLIED BY CONTRACTOR, OR ITS VENDORS. IF SUPPLIED BY CONTRACTOR OR ITS VENDORS, CONTRACTOR BELIEVES SUCH MAP DATA IS RELIABLE, BUT IT MAY NOT BE FREE OF NONCONFORMITIES, DEFECTS, ERRORS, OR OMISSIONS; BE AVAILABLE WITHOUT INTERRUPTION; BE CORRECTED IF ERRORS ARE DISCOVERED; OR MEET CLIENT'S NEEDS OR EXPECTATIONS. CLIENT IS Docusign Envelope ID: DD4E0D60-54A3-4219-8BBB-CCF2D1FD024B RESPONSIBLE FOR THE QUALITY OF DATA AND VERIFYING THE ACTUAL DATA FROM DOCUMENTS OF RECORD, FIELD MEASUREMENT, OR OBSERVATION. Article 22 – Immigration and Entry Requirements If this Agreement requires performance of Services in Client’s or another country outside the United States, Client shall assist Contractor in obtaining all necessary licenses, permits, authorizations, and passes, including but not limited to professional visit passes and/or employment passes issued by the national immigration agency under the national immigration law of such country, and any other clearances required, in a timely manner to support performance under this Agreement. Contractor’s performance is contingent upon the foregoing, and in the event that Contractor is unable to obtain such in a timely manner, or that any of such are later withdrawn, Contractor’s performance schedule, and any other necessary terms of this Agreement shall be equitably adjusted. Article 23 – Waiver The failure of either Party at any time to enforce any of the provisions of this Agreement or any right under this Agreement, or to exercise any option provided, will in no way be construed to be a waiver of the provisions, rights, or options, or in any way to affect the validity of this Agreement. The failure of either Party to exercise any rights or options under the terms or conditions of this Agreement shall not preclude or prejudice the exercising of the same or any other right under this Agreement. Article 24 - Severability If any provision or portion of a provision of this Agreement is held invalid or unenforceable, the remainder of the Agreement shall not be affected, and the remaining terms will continue in effect and be binding on the Parties, provided that such holding of invalidity or unenforceability does not materially affect the essence of the Agreement. Article 25 – Survival The terms and conditions of this Agreement regarding confidentiality, payment, warranties, liability and all others that by their sense and context are intended to survive the execution, delivery, performance, termination or expiration of this Agreement survive and continue in effect. This Agreement represents the entire understanding of the Parties as to the subject matter herein. No prior oral or written understanding shall be of any effect with regard to these matters. Any change or modification of this Agreement including but not limited to a change under Article 4 (Changes to Scope of Work) shall be made only upon written consent of both Parties. Article 26 – Export Control The deliverables provided by Contractor under this Agreement contain or may contain components and/or technologies from the United States of America (“US”), the European Docusign Envelope ID: DD4E0D60-54A3-4219-8BBB-CCF2D1FD024B Union (“EU”) and/or other nations. Client acknowledges and agrees that the supply, assignment and/or usage of the products, software, services, information, other deliverables and/or the embedded technologies (hereinafter referred to as “Deliverables”) under this Agreement shall fully comply with related applicable US, EU and other national and international export control laws and/or regulations. Unless applicable export license/s has been obtained from the relevant authority and the Contractor has approved, the Deliverables shall not (i) be exported and/or re-exported to any destination and party (may include but not limited to an individual, group and/or legal entity) restricted by the applicable export control laws and/or regulations; or (ii) be used for those purposes and fields restricted by the applicable export control laws and/or regulations. Client also agrees that the Deliverables will not be used either directly or indirectly in any rocket systems or unmanned air vehicles; nor be used in any nuclear weapons delivery systems; and will not be used in any design, development, production or use for any weapons which may include but not limited to chemical, biological or nuclear weapons. If any necessary or advisable licenses, authorizations or approvals are not obtained, whether arising from inaction by any relevant government authority or otherwise, or if any such licenses, authorizations or approvals are denied or revoked, or if the applicable export control laws and/or regulations would prohibit Contractor from fulfilling any order, or would in Contractor’s judgment otherwise expose Contractor to a risk of liability under the applicable export control laws and/or regulations if it fulfilled the order, Contractor shall be excused from all obligations under such order and/or this Agreement. IN WITNESS WHEREOF, the Parties hereto have executed this Agreement on the date written. City of Rancho Cucamonga ETAP Automation, Inc. Signature Signature Printed Name Printed Name Title Title Date Date Docusign Envelope ID: DD4E0D60-54A3-4219-8BBB-CCF2D1FD024B SVP - Americas 4/10/2026 Mayor/President 4/13/2026 PSA with Professional Liability Insurance (Non-Design) Page 16 Last Revised: 11/12/2020 ADDENDUM NO. 01 to Professional Services Agreement Whereas; ETAP Automation, Inc. and the City of Rancho Cucamonga (hereinafter the “City”) intend to enter into a Professional Services Agreement (hereinafter “Agreement”), and Whereas; ETAP Automation, Inc. has identified the following exceptions to the Agreement: Revise the following sections: 1.1 Scope and Level of Services. Subject to the terms and conditions set forth in this Agreement and Consultant’s Professional Services Terms attached hereto as Exhibit “C” and incorporated herein, City hereby engages Consultant to perform all technical and professional services described in Recitals “A” and “B” above, including, but not limited to ETAP Real Time Solution software and services, all as more fully set forth in the Consultant’s proposal, dated October 17, 2025 and entitled “Scope of Work”, attached hereto as Exhibit “A”, and incorporated by reference herein. The nature, scope, and level of the services required to be performed by Consultant are set forth in the Scope of Work and are referred to herein as “the Services.” In the event of any inconsistencies between the Scope of Work and this Agreement, the terms and provisions of this Agreement shall control. 7.1 Ownership – All documents, ideas, concepts, electronic files, drawings, photographs, and any and all other writings, including drafts thereof, prepared, created or provided by Consultant in the course of performing the Services, including any and all intellectual and proprietary rights arising from the creation of the same (“Work Product”), are considered to be “works made for hire” for the benefit of the City do not include Consultant’s pre-existing software, tools, models, libraries, data, or other proprietary materials (“Consultant Materials”). Consultant retains all rights to the Consultant Materials. Upon payment being made and provided Consultant is not in breach of this Agreement, all Work Product shall be and remain the property of City without restriction or limitation upon its use or dissemination by City. Basic survey notes, sketches, charts, computations and similar data prepared or obtained by Consultant under this Agreement shall, upon request, be made available to City. None of the Work Product shall be the subject of any common law or statutory copyright or copyright application by Consultant. In the event of the return of any of the Work Product to Consultant or its representative, Consultant shall be responsible for its safe return to City. City’s reuse of the Work Product for any purpose other than the Project, shall be at City’s sole risk. Docusign Envelope ID: DD4E0D60-54A3-4219-8BBB-CCF2D1FD024B PSA with Professional Liability Insurance (Non-Design) Page 17 Last Revised: 11/12/2020 7.2. Assignment of Intellectual Property Interests – Upon execution of this Agreement and to the extent not otherwise conveyed to City by Section 7.1, above, the Consultant shall be deemed to grant and assign to City, and shall require all of its subcontractors to assign to City, all ownership rights, and all common law and statutory copyrights, trademarks, and other intellectual and proprietary property rights relating to the Work Product and the Project itself, and Consultant shall disclaim and retain no rights whatsoever as to any of the Work Product, to the maximum extent permitted by law. For clarity, such ownership does not include the Consultant Materials, all of which remain the sole property of Consultant. City shall be entitled to utilize the Work Product for any and all purposes, including but not limited to constructing using, maintaining, altering, adding to, restoring, rebuilding and publicizing the Project or any aspect of the Project. 7.3 Title to Intellectual Property – Consultant warrants and represents that it has secured all necessary licenses, consents or approvals to use any instrumentality, thing or component as to which any intellectual property right exists, including computer software, used in the rendering of the Services and the production of the Work Product and/or materials produced under this Agreement, and that City has full legal title to and the right to reproduce any of the Work Product. Consultant shall defend, indemnify and hold City, and its elected officials, officers, employees, servants, attorneys, designated volunteers, and agents serving as independent contractors in the role of city officials, harmless from any loss, claim or liability in any way related to a claim that City’s use of the Consultant Materials is violating federal, state or local laws, or any contractual provisions, relating to trade names, licenses, franchises, patents or other means of protecting intellectual property rights and/or interests in products or inventions. Consultant shall bear all costs arising from the use of patented, copyrighted, trade secret or trademarked documents, materials, software, equipment, devices or processes used or incorporated in the Services and materials produced under this Agreement. In the event City’s use of any of the Consultant Materials is held to constitute an infringement and any use thereof is enjoined, Consultant, at its expense, shall: (a) secure for City the right to continue using the Consultant Materials by suspension of any injunction or by procuring a license or licenses for City; or (b) modify the Consultant Materials so that it becomes non-infringing. This covenant shall survive the termination of this Agreement. 12.3 Minimum Limits of Insurance – The City has approved and accepted $1,000,000 Automobile Liability Insurance Coverage. (Section 12.3.2) Now therefore: ETAP Automation, Inc. and the City desire to incorporate the above exceptions to the attached Professional Services Agreement. Please indicate your agreement by way of signature to this Addendum No. 01 and the attached Professional Services Agreement. Please return two (2) original signed copies to the City no later than N/A. The City will process for signature and provide ETAP Automation, Inc. with one (1) fully executed copy of the Professional Services Agreement and Addendum No. 01. Docusign Envelope ID: DD4E0D60-54A3-4219-8BBB-CCF2D1FD024B PSA with Professional Liability Insurance (Non-Design) Page 18 Last Revised: 11/12/2020 Consultant Name: ETAP Automation, Inc. By: ______________________________ Name Date ______________________________ Title City of Rancho Cucamonga By:________________________________ Name Date _________________________________ Title By: ______________________________ Name Date ______________________________ Title City of Rancho Cucamonga By:________________________________ Name Date _________________________________ Title (two signatures required if corporation) Docusign Envelope ID: DD4E0D60-54A3-4219-8BBB-CCF2D1FD024B 4/10/2026 SVP - Americas Mayor/President 4/13/2026 PSA with Professional Liability Insurance (Non-Design) Page 21 Last Revised: 11/12/2020 Attachment A – Sample Waiver of Subrogation (Sample Only – Not all forms will look identical to this Sample) Docusign Envelope ID: DD4E0D60-54A3-4219-8BBB-CCF2D1FD024B PSA with Professional Liability Insurance (Non-Design) Page 22 Last Revised: 11/12/2020 Attachment B – Sample Additional Insured for On-going Projects Docusign Envelope ID: DD4E0D60-54A3-4219-8BBB-CCF2D1FD024B I:\PURCHASE\TEMPLATES, FORMS\RFQ,RFQual,RFB,RFP TEMPLATES\Sole Source Justification Form.doc CITY OF RANCHO CUCAMONGA SINGLE/SOLE SOURCE JUSTIFICATION FOR PURCHASES $8,500 AND ABOVE The below information is provided in support of my Department requesting approval for a single/sole source. Outside of a duly declared emergency, the time to develop a statement of work or specifications is not in itself justification for single or sole source. Vendor:________________________________________Date: __________________ Commodity/Service:_____________________________________________________ Estimated expenditure: __________________Your Name: ______________________ Extent of market search conducted: ________________________________________ _____________________________________________________________________ Price Reasonableness:__________________________________________________ Does moving forward on this product/service further obligate the City to future similar contract actual arrangements? _____________________________________________ _____________________________________________________________________ DEFINITIONS: SINGLE SOURCE – a transaction with a business entity that is chosen, without competition, from among two or more business entities capable of supplying or providing the goods or services that meet the specified need. SOLE SOURCE - A transaction with the only business entity capable of supplying or providing the goods or services that meet the specified need. Initial all entries below that apply to the proposed purchase (more than one entry will apply to most single/sole source products/services requested). If needed, attach a memorandum containing complete justification and support documentation as directed in initial entry. This is a Single Source THIS IS A SOLE SOURCE PURCHASE (check one). 1. _______ SINGLE/SOLE SOURCE REQUEST IS FOR THE ORIGINAL MANUFACTURER, THERE ARE NO REGIONAL DISTRIBUTORS. (Item no. 3 also must also be completed). 2. _______ THE PARTS/EQUIPMENT ARE NOT INTERCHANGEABLE WITH SIMILAR PARTS OF ANOTHER MANUFACTURER. (Explain in separate memorandum). ETAP Automation Inc.10/31/2025 Software Design and Modeling $189,350 Trina Valdez Researched various vendors Yes Yes, there would be an annual licensing fee. Docusign Envelope ID: DD4E0D60-54A3-4219-8BBB-CCF2D1FD024B Single/Sole Source Justification Form Page 2 I:\PURCHASE\TEMPLATES, FORMS\RFQ,RFQual,RFB,RFP TEMPLATES\Sole Source Justification Form.doc 05/23/2024 3. _______ THIS IS THE ONLY KNOWN ITEM OR SERVICE THAT WILL MEET THE SPECIALIZED NEEDS OF THIS DEPARTMENT OR PERFORM THE INTENDED FUNCTION. (Attach memorandum with details of specialized function or application). 4. _______ UNIQUE FEATURES OF THE SUPPLY/SERVICE BEING REQUESTED. THERE IS NO ALTERNATIVE SUPPLIER. (Attach memorandum with reasons why these unique features are and what benefit the City will accrue.) 5. _______ THE PARTS/EQUIPMENT ARE REQUIRED FROM THIS SOURCE TO PERMIT STANDARDIZATION (Attach memorandum describing basis for standardization request). 6. _______ NONE OF THE ABOVE APPLY. A DETAILED EXPLANATION AND JUSTIFICATION FOR THIS SINGLE/SOLE SOURCE REQUEST IS CONTAINED IN ATTACHED MEMORANDUM. The undersigned requests that competitive procurement be waived, and that the vendor identified as the supplier of the service or material described in this single/sole source justification be authorized as a single/sole source for the service or material. Department Head: ____________________________ Department: _______________________ APPROVED APPROVED WITH CONDITION/S DISAPPROVE Comments:_______________________________________________________________________ ______________________________________________________________________ ______________________________________________________________________ ______________________________________________________________________ ______________________________________________________________________ $5,000 - $49,999 APPROVED BY PURCHASING MANAGER: ____________________________Date: __________ $50,000 - $150,000 APPROVED BY CITY MANAGER: ____________________________Date: __________ $150,000 AND OVER See comments above by Purchasing Division, attach to Council Request CITY COUNCIL ACTION: ____________________________________________Date: __________ X x 44 Docusign Envelope ID: DD4E0D60-54A3-4219-8BBB-CCF2D1FD024B 4/13/2026 This memorandum is a supplement to the "Single/Sole Source Justification" form submitted regarding Rancho Cucamonga Municipal Utilities’ (RCMU) proposed agreement with ETAP Automation, Inc. for a Supervisory Control and Data Acquisition System and Engineering Model. RCMU currently does not use a Supervisory Control and Data Acquisition (SCADA) system to monitor and control its electric substation. A SCADA system is a computer-based control system that allows staff to remotely control operations (including managing and balancing power loads and performing systems diagnostics), monitor equipment status, and analyze historical and real- time electric load data. SCADA is a critical component of an electric utility’s operations as it also detects and responds to faults, monitors the status of protective relays and other safety equipment, and allows the ability to analyze energy data for troubleshooting and planning purposes. Staff recommends awarding a single-source agreement to ETAP Automation, Inc. based on it being a comprehensive solution that meets the needs of RCMU. The single-source selection of ETAP is justified because its unified Digital Twin and Advanced Distribution Management System (ADMS) capabilities directly address RCMU’s critical need for integrated utility distribution management in a way that no single competing platform currently matches. ETAP offers unique technical advantages over competitors (such as Milsoft, Electric Power Engineers and Aspen). The advantages include but are not limited to ETAP’s ability to provide and customize a digital twin - a single, consistent model that integrates all analysis, planning, and operations data, linking and unifying planning tools with real-time SCADA/OMS. While other platforms offer robust power system analysis modules, they are often designed primarily for industrial plants or require extensive, complex integration of third-party systems (often through clunky separate modules or complex interfaces) to achieve a full utility operational solution. Additionally, ETAP’s offerings are more tailored for municipal distribution system control, rather than other platforms that are known for specialized power system analysis. Having a centralized system reduces costs, administrative burden, and provides a more efficient and effective solution for staff. Page 1 of 1 DATE: TO: FROM: BY: SUBJECT: Single Source Justification for ETAP Automation, Inc. MEMORANDUM Docusign Envelope ID: DD4E0D60-54A3-4219-8BBB-CCF2D1FD024B Electronic Record and Signature Disclosure Certificate Of Completion Envelope Id: DD4E0D60-54A3-4219-8BBB-CCF2D1FD024B Status: Completed Subject: Complete with Docusign: CO 2025-256 ETAP Automation Inc._PSA.pdf Source Envelope: Document Pages: 70 Signatures: 7 Envelope Originator: Certificate Pages: 5 Initials: 0 Trina Valdez AutoNav: Enabled EnvelopeId Stamping: Enabled Time Zone: (UTC-08:00) Pacific Time (US & Canada) trina.valdez@cityofrc.us IP Address: 199.201.174.250 Record Tracking Status: Original 4/9/2026 2:55:51 PM Holder: Trina Valdez trina.valdez@cityofrc.us Location: DocuSign Signer Events Signature Timestamp John Francis john.francis@etap.com SVP - Americas Security Level: Email, Account Authentication (None)Signature Adoption: Pre-selected Style Using IP Address: 172.88.231.10 Sent: 4/9/2026 3:07:35 PM Viewed: 4/9/2026 3:35:00 PM Signed: 4/10/2026 5:34:43 PM Electronic Record and Signature Disclosure: Accepted: 4/9/2026 3:35:00 PM ID: e70a0b36-104b-4e06-8a56-bf14a9cb6d52 L. Dennis Michael dennis.michael@cityofrc.us Mayor/President City of Rancho Cucamonga Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 98.148.86.22 Signed using mobile Sent: 4/13/2026 8:12:51 AM Viewed: 4/13/2026 8:27:38 AM Signed: 4/13/2026 8:28:24 AM Electronic Record and Signature Disclosure: Accepted: 2/9/2024 6:38:34 AM ID: af10cf43-a717-4bff-b38f-547702baac4d In Person Signer Events Signature Timestamp Editor Delivery Events Status Timestamp Agent Delivery Events Status Timestamp Intermediary Delivery Events Status Timestamp Certified Delivery Events Status Timestamp Trina Valdez trina.valdez@cityofrc.us Rancho Cucamonga Municipal Utility Security Level: Email, Account Authentication (None) Using IP Address: 199.201.174.250 Sent: 4/10/2026 5:34:46 PM Viewed: 4/13/2026 8:12:51 AM Electronic Record and Signature Disclosure: Not Offered via Docusign Certified Delivery Events Status Timestamp City Clerk ClerkContracts@cityofrc.us City Clerk City of Rancho Cucamonga Security Level: Email, Account Authentication (None) Using IP Address: 199.201.174.250 Sent: 4/13/2026 8:28:28 AM Viewed: 4/13/2026 8:44:02 AM Electronic Record and Signature Disclosure: Accepted: 7/25/2022 12:27:29 PM ID: 578ceeb0-8f39-4d98-9bc1-cab7a1d9cdf5 Carbon Copy Events Status Timestamp Witness Events Signature Timestamp Notary Events Signature Timestamp Envelope Summary Events Status Timestamps Envelope Sent Hashed/Encrypted 4/9/2026 3:07:35 PM Certified Delivered Security Checked 4/13/2026 8:44:02 AM Signing Complete Security Checked 4/13/2026 8:28:24 AM Completed Security Checked 4/13/2026 8:44:03 AM Payment Events Status Timestamps Electronic Record and Signature Disclosure ELECTRONIC RECORD AND SIGNATURE DISCLOSURE From time to time, Rancho Cucamonga Municipal Utility (we, us or Company) may be required by law to provide to you certain written notices or disclosures. Described below are the terms and conditions for providing to you such notices and disclosures electronically through the DocuSign system. Please read the information below carefully and thoroughly, and if you can access this information electronically to your satisfaction and agree to this Electronic Record and Signature Disclosure (ERSD), please confirm your agreement by selecting the check-box next to ‘I agree to use electronic records and signatures’ before clicking ‘CONTINUE’ within the DocuSign system. Getting paper copies At any time, you may request from us a paper copy of any record provided or made available electronically to you by us. You will have the ability to download and print documents we send to you through the DocuSign system during and immediately after the signing session and, if you elect to create a DocuSign account, you may access the documents for a limited period of time (usually 30 days) after such documents are first sent to you. After such time, if you wish for us to send you paper copies of any such documents from our office to you, you will be charged a $0.00 per-page fee. You may request delivery of such paper copies from us by following the procedure described below. Withdrawing your consent If you decide to receive notices and disclosures from us electronically, you may at any time change your mind and tell us that thereafter you want to receive required notices and disclosures only in paper format. How you must inform us of your decision to receive future notices and disclosure in paper format and withdraw your consent to receive notices and disclosures electronically is described below. Consequences of changing your mind If you elect to receive required notices and disclosures only in paper format, it will slow the speed at which we can complete certain steps in transactions with you and delivering services to you because we will need first to send the required notices or disclosures to you in paper format, and then wait until we receive back from you your acknowledgment of your receipt of such paper notices or disclosures. Further, you will no longer be able to use the DocuSign system to receive required notices and consents electronically from us or to sign electronically documents from us. All notices and disclosures will be sent to you electronically Electronic Record and Signature Disclosure created on: 3/4/2021 1:28:27 PM Parties agreed to: John Francis, L. Dennis Michael, City Clerk, John Francis, L. Dennis Michael, City Clerk Unless you tell us otherwise in accordance with the procedures described herein, we will provide electronically to you through the DocuSign system all required notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided or made available to you during the course of our relationship with you. To reduce the chance of you inadvertently not receiving any notice or disclosure, we prefer to provide all of the required notices and disclosures to you by the same method and to the same address that you have given us. Thus, you can receive all the disclosures and notices electronically or in paper format through the paper mail delivery system. If you do not agree with this process, please let us know as described below. Please also see the paragraph immediately above that describes the consequences of your electing not to receive delivery of the notices and disclosures electronically from us. How to contact Rancho Cucamonga Municipal Utility: You may contact us to let us know of your changes as to how we may contact you electronically, to request paper copies of certain information from us, and to withdraw your prior consent to receive notices and disclosures electronically as follows: To contact us by email send messages to: trina.valdez@cityofrc.us To advise Rancho Cucamonga Municipal Utility of your new email address To let us know of a change in your email address where we should send notices and disclosures electronically to you, you must send an email message to us at trina.valdez@cityofrc.us and in the body of such request you must state: your previous email address, your new email address. We do not require any other information from you to change your email address. If you created a DocuSign account, you may update it with your new email address through your account preferences. To request paper copies from Rancho Cucamonga Municipal Utility To request delivery from us of paper copies of the notices and disclosures previously provided by us to you electronically, you must send us an email to trina.valdez@cityofrc.us and in the body of such request you must state your email address, full name, mailing address, and telephone number. We will bill you for any fees at that time, if any. To withdraw your consent with Rancho Cucamonga Municipal Utility To inform us that you no longer wish to receive future notices and disclosures in electronic format you may: i. decline to sign a document from within your signing session, and on the subsequent page, select the check-box indicating you wish to withdraw your consent, or you may; ii. send us an email to trina.valdez@cityofrc.us and in the body of such request you must state your email, full name, mailing address, and telephone number. We do not need any other information from you to withdraw consent.. The consequences of your withdrawing consent for online documents will be that transactions may take a longer time to process.. Required hardware and software The minimum system requirements for using the DocuSign system may change over time. The current system requirements are found here: https://support.docusign.com/guides/signer-guide- signing-system-requirements. Acknowledging your access and consent to receive and sign documents electronically To confirm to us that you can access this information electronically, which will be similar to other electronic notices and disclosures that we will provide to you, please confirm that you have read this ERSD, and (i) that you are able to print on paper or electronically save this ERSD for your future reference and access; or (ii) that you are able to email this ERSD to an email address where you will be able to print on paper or save it for your future reference and access. Further, if you consent to receiving notices and disclosures exclusively in electronic format as described herein, then select the check-box next to ‘I agree to use electronic records and signatures’ before clicking ‘CONTINUE’ within the DocuSign system. By selecting the check-box next to ‘I agree to use electronic records and signatures’, you confirm that:  You can access and read this Electronic Record and Signature Disclosure; and  You can print on paper this Electronic Record and Signature Disclosure, or save or send this Electronic Record and Disclosure to a location where you can print it, for future reference and access; and  Until or unless you notify Rancho Cucamonga Municipal Utility as described above, you consent to receive exclusively through electronic means all notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided or made available to you by Rancho Cucamonga Municipal Utility during the course of your relationship with Rancho Cucamonga Municipal Utility.