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<br />Confidential
<br />22.Counterparts and Electronic Signatures. This Agreement may be executed in multiple
<br />counterparts, each of which shall be an original and all of which together shall constitute one
<br />agreement. Counterparts may be delivered via facsimile, electronic mail (including pdf or any
<br />electronic signature complying with U.S. federal E-Sign Act of 2000 (15 U.S. Code §7001 et
<br />seq.), California Uniform Electronic Transactions Act (Cal. Civil Code §1633.1 et seq.), or other
<br />applicable law) or other transmission method, and any counterpart so delivered shall be deemed
<br />to have been duly and validly delivered and be valid and effective for all purposes.
<br />23.Ownership of Work.
<br />a.City Data Ownership. All data generated by, collected through, or input into the AMI system
<br />by or on behalf of the City, including but not limited to meter readings, consumption data,
<br />customer account information, billing data, alerts, leak detection data, system logs, and any
<br />reports or analytics derived therefrom (collectively, “City Data”), shall be and remain the
<br />exclusive property of the City at all times. Contractor shall have no ownership interest in City
<br />Data. Contractor shall not use City Data for any purpose other than performing services under
<br />this Agreement without the City’s prior written consent. Contractor shall not sell, share,
<br />aggregate, de-identify, or otherwise exploit City Data for Contractor’s own commercial
<br />purposes or for the benefit of any third party.
<br />b.Software License. The City acknowledges that the AMI software platform, source code,
<br />proprietary algorithms, and related intellectual property (collectively, “Vendor Software”) are
<br />and shall remain the property of Contractor or its licensors. Contractor grants the City a
<br />nonexclusive, non-transferable license to access and use the Vendor Software during the term
<br />of this Agreement, solely for the City’s municipal water utility operations. This license shall
<br />include all updates, patches, and upgrades provided during the Agreement term.
<br />c.Project Deliverables. All project documentation, custom configurations, integration
<br />specifications, training materials, and other work product prepared specifically for the City in
<br />the performance of this Agreement (collectively, “Project Deliverables”) shall become the
<br />property of the City upon delivery. All Project Deliverables shall be delivered to the City
<br />upon completion or termination of the work under this Agreement. If any Project
<br />Deliverables are lost, damaged, or destroyed before final delivery to the City, the Contractor
<br />shall replace them at its own expense.
<br />d.Confidentiality. Contractor shall keep all City Data and Project Deliverables confidential.
<br />Such materials shall not be used for purposes other than performance of services under this
<br />Agreement and shall not be disclosed to anyone not connected with these services, unless the
<br />City provides prior written consent. Contractor’s confidentiality obligations with respect to
<br />City Data shall survive termination or expiration of this Agreement.
<br />24.Handling of City Data. In the event of a termination of this Agreement, Contractor shall
<br />implement an orderly return of City Data in CSV, XML, or another industry-standard, non-
<br />proprietary format mutually agreed to by the parties, at no additional cost to the City. Contractor
<br />shall complete the data return within sixty (60) days of the termination effective date, or such
<br />longer period as agreed in writing by the parties. During any period of service suspension or
<br />following notice of termination, Contractor shall not take any action to erase, delete, or otherwise
<br />Docusign Envelope ID: 6AD75F50-8A33-85A5-8039-9E3E1257A838Docusign Envelope ID: 177582DA-4F1C-8834-813C-BC4FD03AA45E
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