HomeMy WebLinkAboutAgenda Report - June 1, 2011 C-08AGENDA ITEMC—Is
CITY OF LODI
COUNCIL COMMUNICATION
AGENDA TITLE: Adopt Resolution Authorizing City Managerto Execute Agreements and Purchase
Orders for Fixed -Network System as Follows and Appropriating Funds ($472,000):
A. Professional Services Agreement with Itron, Inc. ($179,570)
B. Software License Agreement with Itron, Inc. ($45,000)
C. Four Blade Servers from Dell Marketing, LLP ($52,722)
D. Hardware from General Pacific, Inc. ($103,041)
E. Radio Equipment ($30,000)
MEETING DATE: June 1,2011
PREPARED BY: Public Works Director
RECOMMENDED ACTION: Adopt resolution authorizing City Manager to execute agreements
and purchase orders for a fixed -network system as follows and
appropriating funds in the amount of $472,000:
A. Professional services agreement with Itron, Inc. ($179,570)
B. Software license agreement with Itron, Inc. ($45,000)
C. Four blade servers from Dell Marketing, LLP ($52,722)
D. Hardwarefrom General Pacific, Inc. ($103,041)
E. Radio Equipment ($30,000)
BACKGROUND INFORMATION: The City Council previously approved the standardization of solid-
state electric meters for residential and small commercial customers
(Resolution No. 2005-64) and water meters transmitters (Resolution
No. 2010-125) with Itron, Inc. The City Council has also approved
Dell as a sole source supplier for computer hardware.
The Electric Utility (EU) and Public Works (PW) departments have initiated automatic meter reading
(AMR) projects with the installation of meters equipped with encoder receiver transmitters (ERT). To
date, approximately 22,000 electric meters and 3,000 water meters are in service. By the end of
FY 2011/12, all electric meters and approximately half of all residential water meters will be
ERT -equipped. At this time, both systems are read by two vehicle -mounted radio receivers and two
handheld radio receivers.
To fully receive the benefits of an AMR system, staff recommends installing a fixed -network system that
would read the meters via a network of receivers placed around the community. The professional
services agreement with Itron, Inc., includes the design of the fixed -network system, software
engineering, software purchase and training. It is estimated 25 repeaters and five collectorswill be
installed along with a new data server.
The fixed -network will allow meters to be read as often as hourly, enabling EU to provide its customers
with data on their usage patterns. EU will also be able to handle many routine service orders promptly
via the fixed -network, such as reading meters for occupancy changes. The system will also provide
outage information and assist in power restoration. The increased availability of load data will help in
determining system loading and power purchasing. PW will gain similar meter reading benefits including
APPROVED: Q_
Konradt Bartlam, City Manager
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Adopt Resolution Authorizing City Manager to Execute Agreements and Purchase Orders for Fixed -
Network System as Follows and Appropriating Funds ($472,000):
A. Professional Services Agreement with Itron, Inc. ($179,570)
B. Software License Agreement with Itron, Inc. ($45,000)
C. Four Blade Servers from Dell Marketing, LLP ($52,722)
D. Hardware from General Pacific, Inc. ($103,041)
E. Radio Equipment ($30,000)
June 1, 2011
Page 2
the ability to identify and notify customers of water leaks and unusual usage patterns. Personnel cost
savings of $75,000 per year can be realized by eliminating the need for fulltime meter readers.
The overall cost of implementing the fixed -network project is approximately $400,000. This includes
$20,000 for EU, PW and Information Systems staff costs for installation of the radio equipment,
installation of new servers and project management. The details of the project budget are presented in
the table and sections below.
A Professional Services Agreement (PSA) with Itron
Itron's scope of work includes a propagation design study, installation of software, field engineering,
software engineering, training and project management. The PSA also provides for training of EU and
PW staff and includes a one-year maintenance warranty. The total contract value for professional
services is $179,570 and it includes a discount of $40,200 and travel and expenses in the amount of
$25,350.
B Itron Software License Agreement with Itron
This is the purchase agreement for the data collection network software and the billing gateway module
that allows the system to provide outage information. The total cost of the software is $45,000.
C Repeater/Collector Hardware from General Pacific, Inc.
ChoiceConnect network hardware manufactured by Itron, Inc., consisting of 25 collectors and five
repeaters, will be purchased from General Pacific, Inc., of Fairview, Oregon, at a cost of $103,041.
General Pacific is the exclusive distributor of Itron ChoiceConnect metering products. The infrastructure
will be installed by EU staff at the locations determined in the propagation design study.
D. Four Blade Servers from Dell Solutions
As automated meter reads are performed, the data will be passed to servers hosted on the City's internal
network and stored on mass storage devices. The stored data will be used by the City's billing system to
generate customer bills. The four Dell servers being proposed here will integrate into the City's new
blade server system with two servers assigned for production and two assigned for "failsafe" redundancy.
The cost of this equipment and software is $52,722.
Price quotes have been obtained directly from Dell Marketing, which is the sole vendor for this hardware.
According to City policy, the City purchases computers directly from Dell Marketing via a competitively
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Item
Cost
A.
Itron Professional Services
Discount
Travel Expenses
Subtotal
$194,420
(40,200)
25,350
$179,570
B.
Itron Software License
$45,000
C.
Repeater/Col lector Hardware from General Pacific, Inc.
$103,041
D.
Dell Blade Servers
$52,722
E.
Radio Equipment and Installation
$30,000
F.
Electric Utility/Public Works Staff Costs
$20,000
Contingency 10%
$41,667
Appropriation
$472,000
A Professional Services Agreement (PSA) with Itron
Itron's scope of work includes a propagation design study, installation of software, field engineering,
software engineering, training and project management. The PSA also provides for training of EU and
PW staff and includes a one-year maintenance warranty. The total contract value for professional
services is $179,570 and it includes a discount of $40,200 and travel and expenses in the amount of
$25,350.
B Itron Software License Agreement with Itron
This is the purchase agreement for the data collection network software and the billing gateway module
that allows the system to provide outage information. The total cost of the software is $45,000.
C Repeater/Collector Hardware from General Pacific, Inc.
ChoiceConnect network hardware manufactured by Itron, Inc., consisting of 25 collectors and five
repeaters, will be purchased from General Pacific, Inc., of Fairview, Oregon, at a cost of $103,041.
General Pacific is the exclusive distributor of Itron ChoiceConnect metering products. The infrastructure
will be installed by EU staff at the locations determined in the propagation design study.
D. Four Blade Servers from Dell Solutions
As automated meter reads are performed, the data will be passed to servers hosted on the City's internal
network and stored on mass storage devices. The stored data will be used by the City's billing system to
generate customer bills. The four Dell servers being proposed here will integrate into the City's new
blade server system with two servers assigned for production and two assigned for "failsafe" redundancy.
The cost of this equipment and software is $52,722.
Price quotes have been obtained directly from Dell Marketing, which is the sole vendor for this hardware.
According to City policy, the City purchases computers directly from Dell Marketing via a competitively
K:\WP\PROJECTS\WATER\Meters\Fixed Network\CFixedNetwork.doc 05/24/2011
Adopt Resolution Authorizing City Manager to Execute Agreements and Purchase Orders for Fixed -
Network System as Follows and Appropriating Funds ($472,000):
A. Professional Services Agreement with Itron, Inc. ($179,570)
B. Software License Agreement with Itron, Inc. ($45,000)
C. Four Blade Servers from Dell Marketing, LLP ($52,722)
D. Hardwarefrom General Pacific, Inc. ($103,041)
E. Radio Equipment ($30,000)
June 1,2011
Page 3
bid State contract. Purchasing via this type of State contract meets the requirements to obtain
competitive quotes and ensures low pricing. Likewise, the Microsoft software and tape drive equipment
reflect competitively pre-bid State contract pricing.
E. Radio Equipment and Installation
As automated meter reads are performed, the data received by the collectors and repeaterswill be
transmitted to the servers via radio. The equipment, installation materials, radio license, and installation
labor will cost approximately $30,000. The installation will be performed by EU staff.
F. EU/PW Staff Costs
The installation of the repeater/collector hardware will be performed by EU staff. Management of the
contract for delivery of the fixed -network project will be provided by PW staff. The estimated cost of both
of these services is $20,000.
On September 1, 2010, City Council authorized the purchase of a Hewlett Packard mass storage device
from Entisys, of Concord, for approximately $35,000. This hardware and software is required to
accommodate automated meter read data from a fixed -network. It was purchased in advance to take
advantage of reduced pricing offered by Hewlett Packard.
The total cost of the items requested to be approved by City Council (hardware, software, design, field
installation, radio equipment and training) is approximately $430,000. An appropriation of $472,000 is
requested and includes approximately 10 percent for contingency items. The total fixed -network project
cost will be approximately $507,000, including the Hewlett Packard mass storage device already
purchased.
FISCAL IMPACT: Personnel annual cost savings of $75,000 to the City, additional potential
savings to customers from early detection of unusual usage patterns that
may indicate a problem.
FUNDING AVAILABLE: Request Appropriation:
EUD Capital (161000) - $231,000
Water Capital (181013) - $241,000
Director
FWS/pmf
r--I� 5ar�
)ml'aA Ayers
Deputy City Manager/Internal Services Director
F. Wally Sandelin
PublicWorks Director
K:\WP\PROJECTS\WATER\Meters\Fixed Network\CFixedNetwork.doc 05/24/2011
AGREEMENT FOR PROFESSIONAL SERVICES
ARTICLE 1
PARTIES AND PURPOSE
Section 1.1 Parties
THIS AGREEMENT is entered into on 2011, by and between the
CITY OF LODI, a municipal corporation (hereinafter "CITY"), and ITRON, INC.
(hereinafter "CONSULTANT").
Section 1.2 Purpose
CITY selected the CONSULTANT to provide the services required in accordance
with attached mutually agreed upon Statement of Work, Exhibit A, attached and
incorporated by this reference.
CITY wishes to enter into an agreement with CONSULTANT for deployment of
the ChoiceConnect 100 solution (hereinafter "Project") as set forth in the mutually
agreed upon Statement of Work attached here as Exhibit A. CONSULTANT
acknowledges that it is qualified to provide such services to CITY.
ARTICLE 2
SCOPE OF SERVICES
Section 2.1 Scope of Services
CONSULTANT, for the benefit and at the direction of CITY, shall perform the
mutually agreed upon Statement of Work as set forth in Exhibit A.
Section 2.2 Time For Commencement and Completion of Work
CONSULTANT shall commence work pursuant to this Agreement, upon receipt
of a written notice to proceed from CITY and shall perform all services diligently and
complete work under this Agreement based on a mutually agreed upon timeline as
designated in the Statement of Work.
CONSULTANT shall submit to CITY such reports, diagrams, drawings and other
work products as may be designated in the Scope of Services.
CONSULTANT shall not be responsible for delays caused by the failure of CITY
staff to provide required data or review documents within the appropriate time frames.
The review time by CITY and any other agencies involved in the project shall not be
counted against CONSULTANT's contract performance period. Also, any delays due to
weather, vandalism, acts of God, etc., shall not be counted. CONSULTANT shall remain
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in contact with reviewing agencies and make all efforts to review and return all
comments.
Section 2.3 Meetings
CONSULTANT shall attend meetings as may be set forth in the Scope of
Services.
Section 2.4 Staffing
CONSULTANT acknowledges that CITY has relied on CONSULTANT's
capabilities and on the qualifications of CONSULTANT's principals and staff as identified
in its proposal to CITY. The Scope of Services shall be performed by CONSULTANT,
unless agreed to otherwise by CITY in writing. CITY shall be notified by CONSULTANT
of any change of Project Manager.
CONSULTANT represents it is prepared to and can perform all services within
the Statement of Work (Exhibit A) and is prepared to and can perform all services
specified therein. CONSULTANT represents that it has, or will have at the time this
Agreement is executed, all applicable licenses, permits, qualifications, insurance and
approvals of whatsoever nature are legally required for CONSULTANT to practice its
profession, and that CONSULTANT shall, at its own cost and expense, keep in effect
during the life of this Agreement all such applicable licenses, permits, qualifications,
insurance and approvals, and shall indemnify, defend and hold harmless CITY against
any costs associated with such licenses, permits, qualifications, insurance and approvals
which may be imposed against CITY under this Agreement.
Section 2.5 Subcontracts
Unless prior written approval of CITY is obtained, CONSULTANT shall not enter
into any subcontract with any other party for purposes of providing any work or services
covered by this Agreement.
Section 2.6 Term
The term of this Agreement commences on , 2011 and terminates upon
the completion of the Scope of Services or on , 2011, whichever occurs first.
ARTICLE 3
COMPENSATION
Section 3.1 Compensation
CONSULTANT's compensation for all work under this Agreement shall conform
to the fees and expense provisions of the Statement of Work (Exhibit A) and the Pricing
Summary (Exhibit B).
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CONSULTANT shall not undertake any work beyond the scope of this
Agreement unless such additional work is approved in advance and in writing by CITY.
Section 3.2 Method of Pavment
CONSULTANT shall submit invoices for completed work on a monthly basis, or
as otherwise agreed, providing, without limitation, details as to amount of hours,
individual performing said work, hourly rate, and indicating to what aspect of the Scope
of Services said work is attributable. CONSULTANT's compensation for all work under
this Agreement shall not exceed the amount of the Fee Proposal without the written
approval of the parties.
Section 3.3 Costs
The proposed fees and expenses shall include all reimbursable costs required for
the performance of the Statement of Work (Exhibit A). Payment of additional
reimbursable costs considered to be over and above those inherent in the original Scope
of Services shall be approved in advanced and in writing, by CITY.
Section 3.4 Auditing
CITY reserves the right to periodically audit all reimbursable charges made by
CONSULTANT to CITY for services under this Agreement. Upon request,
CONSULTANT agrees to furnish CITY, or a designated representative, with necessary
information and assistance needed to conduct such an audit.
CONSULTANT agrees that CITY or its delegate will have the right to review,
obtain and copy all records of reimbursable expenses pertaining to performance of this
Agreement. CONSULTANT agrees to provide CITY or its delegate with any relevant
information pertaining to reimbursable expenses requested and shall permit CITY or its
delegate access to its premises, upon reasonable notice, during normal business hours
for the purpose of interviewing employees and inspecting and copying such books,
records, accounts, and other material that may be relevant to a matter under
investigation for the purpose of determining compliance with this requirement.
CONSULTANT further agrees to maintain such records for a period of three (3) years
after final payment under this Agreement.
ARTICLE 4
MISCELLANEOUS I
Section 4.1 Nondiscrimination
In performing services under this Agreement, CONSULTANT shall not
discriminate in the employment of its employees or in the engagement of any sub
3
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consultant on the basis of race, color, religion, sex, sexual orientation, marital status,
national origin, ancestry, age, or any other criteria prohibited by law.
Section 4.2 ADA Compliance
In performing services under this Agreement, CONSULTANT shall comply with
the Americans with Disabilities Act (ADA) of 1990, and all amendments thereto, as well
as all applicable regulations and guidelines issued pursuant to the ADA.
Section 4.3 Indemnity
a. General Indemnity.
CONSULTANT will defend CITY from any claim for (i) death of or bodily injury to a CITY
employee or third party that is caused by CONSULTANT's gross negligence or
intentional torts, or (ii) physical damage to tangible personal property owned by CITY or
a third party that is caused by CONSULTANT's gross negligence or intentional torts and
will pay costs and damages awarded against CITY (or settled) in any such action that
are specifically attributable to CONSULTANT's gross negligence or intentional torts.
b. Right to Defend.
As a condition to CONSULTANT's indemnity obligations under this Agreement, CITY will
provide CONSULTANT with prompt written notice of the claim, permit CONSULTANT to
control the defense, settlement, adjustment or compromise of the claim and provide
CONSULTANT with reasonable assistance in connection with such defense. CITY may
employ counsel at its own expense to assist it with respect to any such claim.
C. Indemnity Disclaimer
This section constitutes CONSULTANT's sole and exclusive obligation with respect to
third party claims brought against CITY.
Section 4.4 Waiver of Consequential Damages
Notwithstanding anything to the contrary in this agreement, in no event will either
party be liable under any contract, negligence, strict liability or other legal or equitable
theory for cover or for incidental, special, consequential (including loss or corruption of
data or loss of revenue, savings or profit) or exemplary damage, even if the party has
been advised of the possibility of such damages. CONSULTANT's pricing reflects this
allocation of risks and limitation of liability.
Section 4.5 Cap on Liabilitv
Notwithstanding anything to the contrary in this agreement, the aggregate liability
of each party and its affiliates and its officers, directors, employees or other
representatives, arising in any way in connection with this agreement — whether under
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contract law, tort law, warranty or otherwise — shall not exceed (1), in the case of
CONSULTANT, the total amount paid by CITY under this agreement and (11), in the case
of CITY, the total amount paid and payable hereunder. CONSULTANT shall not be
liable for any claim made the subject of a legal proceeding more than two (2) years after
the cause of action asserted in such claim arose. CONSULTANT's pricing reflects this
allocation of risks and limitation of liability.
Section 4.6 Responsibility of CITY Intentionally Deleted
Section 4.7 Insurance Requirements for CONSULTANT
CONSULTANT shall take out and maintain during the life of this Agreement,
insurance coverage as set forth in Exhibit C attached hereto and incorporated by this
reference.
Section 4.8 Successors and Assigns
CITY and CONSULTANT each bind themselves, their partners, successors,
assigns, and legal representatives to this Agreement without the written consent of the
others. Neither party shall assign or transfer any interest in this Agreement without the
prior written consent of the other party, provided that either party may assign all or any
part of this Agreement to its successor in a merger, consolidation or comparable
transaction or to the purchaser of all or substantially all of its assets (or the assets
associated with a particular line of business) so long as such successor or purchaser
agrees in writing to comply with the terms and conditions of this Agreement and,
provided further that CONSULTANT may assign this Agreement to an affiliate, including
to a parent, subsidiary or sister entity
Section 4.9 Notices
Any notice required to be given by the terms of this Agreement shall be in writing
signed by an authorized representative of the sender and shall be deemed to have been
given when the same is personally served or upon receipt by express or overnight
delivery, postage prepaid, or three (3) days from the time of mailing if sent by first class
or certified mail, postage prepaid, addressed to the respective parties as follows:
To CITY: City of Lodi
221 West Pine Street
P.O. Box 3006
Lodi, CA 95241-1910
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To CONSULTANT: General Counsel
Itron, Inc.
2111 N. Molter Rd.
Liberty Lake, WA 99019
Section 4.10 Cooperation of CITY
CITY shall cooperate fully and in a timely manner in providing relevant
information it has at its disposal relevant to the Scope of Services.
Section 4.11 CONSULTANT is Not an Emplovee of CITY
CONSULTANT agrees that in undertaking the duties to be performed under this
Agreement, it shall act as an independent contractor for and on behalf of CITY and not
an employee of CITY. CITY shall not direct the work and means for accomplishment of
the services and work to be performed hereunder. CITY, however, retains the right to
require that work performed by CONSULTANT meet specific requirements set forth in
Exhibit A.
Section 4.12 Termination
CITY may terminate this Agreement, with or without cause, by giving
CONSULTANT at least thirty (30) days written notice. Where phases are anticipated
within the Scope of Services, at which an intermediate decision is required concerning
whether to proceed further, CITY may terminate at the conclusion of any such phase.
Upon termination, CONSULTANT shall be entitled to payment for work performed up to
the date of termination. Upon termination, CONSULTANT shall immediately suspend all
work on the Project and deliver any documents or work in progress to CITY. However,
CITY shall assume no liability for costs, expenses or lost profits resulting from services
not completed or for contracts entered into by CONSULTANT with third parties in
reliance upon this Agreement.
Section 4.13 Confidentiality
CONSULTANT agrees to maintain confidentiality of all work and work products
produced under this Agreement, except to the extent otherwise required by law or
permitted in writing by CITY. CITY agrees to maintain confidentiality of any documents
owned by CONSULTANT and clearly marked by CONSULTANT as "Confidential' or
"Proprietary", except to the extent otherwise required by law or permitted in writing by
CONSULTANT. CONSULTANT acknowledges that CITY is subject to the California
Public Records Act.
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Section 4.14 Applicable Law, Jurisdiction, Severability, and Attorney's Fees
This Agreement shall be governed by the laws of the State of California.
Jurisdiction of litigation arising from this Agreement shall be venued with the San
Joaquin County Superior Court. If any part of this Agreement is found to conflict with
applicable laws, such part shall be inoperative, null, and void insofar as it is in conflict
with said laws, but the remainder of this Agreement shall be in force and effect. In the
event any dispute between the parties arises under or regarding this Agreement, the
prevailing party in any litigation of the dispute shall be entitled to reasonable attorney's
fees from the party who does not prevail as determined by the San Joaquin County
Superior Court.
Section 4.15 City Business License Requirement
CONSULTANT acknowledges that Lodi Municipal Code Section 3.01.020
requires CONSULTANT to have a city business license and CONSULTANT agrees to
secure such license and pay the appropriate fees prior to performing any work
hereunder.
Section 4.16 Captions
The captions of the sections and subsections of this Agreement are for
convenience only and shall not be d'eemed to be relevant in resolving any question or
interpretation or intent hereunder.
Section 4.17 Integration and Modification
This Agreement represents the entire understanding of CITY and CONSULTANT
as to those matters contained herein. No prior oral or written understanding shall be of
any force or effect with respect to those matters covered hereunder. This Agreement
may not be modified or altered except in writing, signed by both parties.
Section 4.18 Contract Terms Prevail
All exhibits and this Agreement are intended to be construed as a single
document. Should any inconsistency occur between the specific terms of this
Agreement and the attached exhibits, the terms of this Agreement shall prevail.
Section 4.19 Ownership of Documents
All documents, photographs, reports, analyses, audits, computer media, or other
material documents or data, and working papers, whether or not in final form, which
have been prepared under this Agreement and are identified as being a deliverable
under this Agreement, shall be deemed the property of CITY. CITY grants to
CONSULTANT a non-exclusive, perpetual license to use the deliverables solely for
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CONSULTANT'S internal purposes. Upon CITY's request, CONSULTANT shall allow
CITY to inspect all such documents during CONSULTANTS regular business hours.
Upon termination or completion of services under this Agreement, all information
collected, work product and documents shall be delivered by CONSULTANT to CITY
within ten (10) calendar days.
CITY agrees to indemnify, defend and hold CONSULTANT harmless from any
liability resulting from CITY's use of such documents for any purpose other than the
purpose for which they were intended.
Section 4.19 Authority
The undersigned hereby represent and warrant that they are authorized by the
parties to execute this Agreement.
IN WITNESS WHEREOF, CITY and CONSULTANT have executed this
Agreement as of the date first above written.
ATTEST:
M
RANDIJOHL
CITY CLERK
APPROVED AS TO FORM:
D. STEPHEN SCHWABAUER, City Attorney
By
Ja agdich �,r�
Deputy City Attorney
Attachments:
ExhibitA — Statement of Work
Exhibit B — Pricing Summary
Exhibit C — Insurance Requirements
CITY OF LODI, a municipal corporation
By
KONRADT BARTLAM
CITY MANAGER
CONSULTANT: Itron, Inc.
Its:
even M. Flelimbrecht
Sr. Vice President& CFO
Itron, Inc.
8
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Inde
Statement of Work
ChoiceConnect 100 Deployment
City of Lodi
Created By: Willie Burgess
Date: May 10,2011
Version: 1.5
ExhibitA
Itron, Inc. Consulting & Managed Services Version I.0
L'
Introduction
This Statement of Work (SOW) defines the services ("Services")to be performed by Itron Inc., a
Washington, USA corporation, ("Itron") at City of Lodi ("Lodi")for the deployment of the
ChoiceConnect 100 solution (the "Project"). The Services shall be governed by the terms and conditions
of the Agreement executed by and between Lodi and Itron on 2010.
s
Project Scope & Schedule
Scope of Work
This section describes the activities and deliverables (together the "Services")that Itron will provide to
the Project.
Base Implementation
Phase
Component
Events/Activities
Hours
Define
Network Design Services
— Procure RF Clutter data and perform
20
initial Network Design
Deliver
Project Management for FN2.0 Implementation
— Preparation of project Plans, scope,
56
change orders
— Project Manager Conduct project
kick-off meeting
— Track, manage and communicate
project financial status to project
stakeholders during the project
phases.
— Project Manager schedule weekly
project status meetings
Fixed Network resign Services and NetworkSoftware Install & Configuration 2 of 9
Statementof Work Company Confidential
c.(o I,s=ain- is N m ," -d r I.E1
Design
System linplementation
- Project Manager oversight of system
120
implementation activities.
- Consult on server sizing,
configuration and appropriation
- CIS/Billing System integration
requirements gathering
- System administration and security
requirements gathering
- Network Software Iimplementation
planning
- Creation of Technical Architecture
and Data Flow diagrams
- Project Manager oversight of
software installation activities.
Build
Installation aiid Functional Testing
114
- Network Software iinstallation and
configuration
- System functional testing
- Integration developiiient assistance
- End to end system testing assistance
Build
Network Software Configuration
- Assist with creation of XNII,
30
documents to configure entities in
Network Software
Deploy/
ChoiceConnect - To Be Performed by Lodi
- Network Installation
TBD
Operate
- Meter Installation
- Performance Monitoring
- Field Investigations - perform meter
- Back Office Project Manager
Deploy/
Perforiiiance Monitoring
144
Operate
performance monitoring of Lodi
installations.
- Back Office Project Manager to work
with customer on performance
issues
- Back Office Project Manager engages
Field Engineer for mitigation
activities
L sxe�l Neei5a-orl: i >escn _ ervicr _. artt]' Network ri tz) ,rail &- C u]xfiguraEtoa'z 3 0# 9
Stet'cnrlt! [ of 'Vogl, Compa ny Confid"116,11
Itron, Inc. Consulting & Managed Services Version 1.0
Deploy/
SystemMitigation/ Field Engineering Support
— Back Office Project Manager provide 360
Operate
2.
Project Oversight for mitigation to
3.
Lodi will be responsible for providing all required 3rd party software and licenses. Including but not
be perfornied after System
limited to, Microsoft SQL, and the operating systems.
4.
Deployment
include VPN (or equivalent) access to the system as agreed upon between Lodi and Itron.
— Weekly review and reporting of
project progress
— Field Engineering on-site support
during mitigation
— Audit CCU Installations (as
performed by Lodi) to ensure proper
connectivityand installation
Transfer
Network Software Preparation and Delivery — Final Product Configuration Design
60
— System Administration
— End User
Transfer
Transition to Customer Support
— Lessons Learned
28
— Document preparation for transfer
to Itron Support
— Transition to support
— Project Close
Totals 932
Project Schedule
The Project is estimated to take 12 months from the Start Date. Itron Consulting Services are currently
able to start this Project four weeks from signature.
General Project Assumptions
1.
The Fixed Network software and hardware for the production system will be configured at the Lodi's
data center.
2.
Lodi will provide appropriate floor space and electrical service for the computer equipment.
3.
Lodi will be responsible for providing all required 3rd party software and licenses. Including but not
limited to, Microsoft SQL, and the operating systems.
4.
Itron will be granted remote access for the duration cf the project to the Fixed Network system. This wil
include VPN (or equivalent) access to the system as agreed upon between Lodi and Itron.
Itron, Inc. Consulting & Managed Services Version 1.0
5 •
Lodi will provide Itron a local administrator account on all Network Software servers for remote Itron
access. The Microsoft SQL system administrator (sa) password will be required for installation.
6.
Itron is only providing Network Software installation, configuration and support for a production
environment. Support for additional environments will be provided by Itron for an additional charge.
7.
Lodi will be able to provide a project resource capable of creating XML documents.
8.
Lodi will have installed all necessary hardware and pre -requisite software prior to Network Software
installation.
9•
All necessary server permissions and system access will be establishedby Lodi prior to Network
Software installation.
10.
Billing interface to existingMVRS system will be provide via Billing Gateway functionality.
11.
Network Softwaretesting and training activitieswill occur upon completionof at least one collector
installation and population of reading data in the Fixed Network database.
12.
Integrations to Network Softwarewill be accomplishedusing Itron standard WSDLs.
13.
Itron will support Lodi in the development and testing of the Network Software configuration files.
14.
Itron will support Lodi through the deploy of the ChoiceConnect 100 solution for 12months providing
Project Management and Field Engineering services.
15.
Itron will provide Network Design Services as described in Section 1 "Project Scope and Services". If
provided procurement of RF Clutter data will also be required.
16.
Itron will not provide any additional Professional Services without prior agreement. These services will
be adopted through the Itron Change Control Process.
Fixed Network Design Services and Network Software Install & Configuration 5 of S
Statement of Work Company Confidential
Itron, Inc. Consulting & Managed Services Version 1.0
service Fees & Related Details
Fees, Expenses & Payment
Fees are estimated to be on a fixed fee basis.
Description
Hours
Hourly Rate
Cost
Project Management
424
$225.00
$95,400.00
Field Engineering
240
$190.00
$45,600.00
Software Engineering
248
$190.00
$47,120.00
Network Design Services
20
$190.00
$3,800.00
RF Clutter Data (Required)
$2,500.00
Level I Total
932
$194,420.00
Estimated Travel Expenses (includes Per Diem and
Airfare) Billed as Actual
54 per diems
14 airfares
$275 per diems
$750 airfares
$25350.00
Totals Services
932
$219,770.00
These fees are based upon our recommended engagement approach, staffing levels, scope and timelines
as outlined in the SOW. Modifications to any cf these factors will result in changes to the proposed fees.
Any changes that affect scope, resources, timeline or cost will follow the Change Control Process
described in this document.
Itron will invoice Lodi in accordance with the Agreement. If at any point, there is reason to believe that
the estimated amount will be exceeded; Itron will promptly notify Lodi as to the changes in the estimate
and issue a Change Order, which will be approved by Lodi. Lodi shall pay all taxes, if any, due for
Services provided by Itron to Lodi under this SOW.
Actual, reasonable travel and related expenses will be billed directly to Lodi are not included in the cost
estimates. Itron will use reasonable efforts to take advantage of advance purchase discounts and
corporate travel arrangements.
Fixed Network DesignServices and Network Software Install & Configuration 6 of 9
Statement of Work Company Confidential
Itn a, T 3c. ("orsSa'thn IN )I „edfj< I( r5iart
Payment terms are net 30. If Lodi issues a purchase order for any specific Services, the terms of this SOW
shall govern Itron's performance cf such Services and will supersede any terms contained in Lodi's
purchase orders.
Additionally, optional Field Engineering Services are available at $190/hour plus travel time, per diem of
$275 and actual air fare expenses.
Billing Information
To ensure that Itron has all the correct billing information, please verify the following Lodi billing
information:
Billing
Lodi
Billing Contact Name
Billing Contact Phone # (s)
Billing Contact Ernail Address
Billing Address
Special Billing Requirements?
PO #
f zxe t Network I c>i; 1 ert= C.ts aiwl Network `.k)ffivare Install l Canfityti,atit>n ! of 9
Statcn,�itt of Work CCompolly Corrfide.nOM
i.j'(701` 10
A Project change order (Change Order) will be the vehicle for conununicating changes. The Change
Order must describe the change requested, the rationale for the change, the estimated price and the effect
the change will have on the Project. All Change Orders must be approved by Lodi.
t:iXed \ettvt t k i.�t.;<< n i'v cC s a I I d huts, o I k Soft wI,e tns(as( & cor f€�"wvaiui'I_ S of 9
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Itron, Inc. Consulting& Managed Services Version 1.0
rA
Agreement
Lodi agrees to these terms and authorizes commencementof the Project described in this SOW.
City of Lodi
Authorized Signature
Printed Name
Title
Date
Authorized Signature
Printed Name Steven M. Heimbrecht
Sr.Vice President& CFO
Itron, Inc.
Title
Date
Fixed Network Design Services and Network Software Install & Configuration 9 of 9
Statementof Work Company Confidential
/trAn
Electric/ Gas / Wafer
Information collection, analysis and application
2111 N. Mokr Rd.
Liberty Lake, WA 99019
fax: 866-787-6910
www.itron.com
Pricing Summary for
City of Lodi
May 11,2011
BMR# 926611 Vera May
Item Part Number Description Qty Unit Price Extended Price Notes
Software
1 FN SW V4.x Data Collection Network Software, Used for Water & Electric $15,000.00 $15,000.00 (1)
FN CCU V4.x Kit For up to 75,000 Endpoints
NS1 C (Includes Billing Gateway Module)
OAFNC OutageActivation $30,000.00 $30,000.00 (1)
Software Total $45,000.00
Professional Services
2 Services Fixed Network Professional Services $147,300.00 (2-4)
Includes Propagation Study, Project Management& Field Engineering
3 Services Fixed Network Head End Installationand Training $47,120.00 (2-4)
Water and Electric Level 1 Software Only
ProfessionalServlces Total $194,420.00
Subtotal $239,420.00
System Discount ($40,200.00) (6)
ChoiceConnect 100 Fixed Network System Total $199,220.00
Estimated Travel & Expenses $25,350.00 (5)
Annual Maintenance
4 Maintenance Data Collection Network Software, Used for Water & Electric $3,000.00 $3,000.00
For up to 75,000 Endpoints
(Includes Billing Gateway Module)
Notes and Assumptions
(1) Software pricing is dependent upon number of meters underthe network. Monthly billing and daily read functionalityare included.
(2) Itron's professionalservices estimates are based on a 12 month project duration. Hours are an estimate and will be billed based on actual.
Professional Services pricing is based on Itron's current understanding of the project scope and is subject to change pending a detailed technical analysis,
final system design, and a mutually agreed-upon Scope of Work document.
Itron is responsible for audit and supervising initial installationof CCU's.
Itron assumes that utility infrastructure (light poles and arms) will be used for mounting CCU's and repeaters.
(3) Itron can provide pricing for site acquisition, lease negotiation, legal fees, environmental studies, site engineering, structural studies, and permitsfor any non-
utilitysites. The utility shall be responsible for any ongoing lease fees for 3rd party sites.
(4) Itron assumes that utility is responsible for install ingCCUs, endpoints, including any work managementsystemto track such installations.
(5) Travel expenses have been estimated above but will be billed based on actual.
(6) System discount is provided as consideration for the purchase of the fixed network solution for electric and water. Discount requires purchase of bundled
solution as quoted above.
(7) Hardwarewill be provided by General Pacific. Software, Professional Services and Hosting Services will be provided by Itron.
General Pacific is Itron's sole electricity distributorfor Northern California.
(8) Freight, taxes, duties, and tariffs are not included. Pricesare in US dollars.
(9) Prices are valid for 90 days.
confidential
ItrAn
EXHIBITB
Electric/ Gas/ Wafer
Information collection, analysis and application
City of Lodi
2111 N. Molter Pd
Liberty Lake, WA 99019
May 71,2011
fax: N6.787.8910
Based on BMR# 9265-11
Ver3May
wwv.Kron.com
Item Part Number
Description
Qtv Unit Price Extended Price
Notes
Professional Services
2 Services
Fixed Network Professional Services
$147,300.00
(1-3)
Includes Propagation Study, Project Management& Field Engineering
3 Services
Fixed Network Head End Installationand Training
$47,120.00
(1-3)
Water and Electric Level 1 Software Only
Professional Services Total
$194,420.00
System Discount
($40,200.00)
(5)
Total
$154,220.00
Estimated Travel & Expenses
$25,350.00
(4)
Notes and Assumotions
(1) Itron's professionalservices estimates are based on a 12 month project duration. Hours are an estimate and will be billed based on actual.
ProfessionalServices pricing is based on Itron's current understanding of the project scope and is subject to change pending a detailed technical
analysis, final system design, and a mutually agreed-upon Scope of Work document.
Itron is responsiblefor audit and supervising initial installationof CCUs.
Itron assumes that Customers infrastructure (light poles and arms) will be used for mounting CC U's and repeaters.
(2) Itron can provide pricing for site acquisition, lease negotiation, legal fees, environmental studies, site engineering, structural studies, and permits far
any non-utilitysites. The utility shall be responsiblefor any ongoing lease fees for 3rd party sites.
(3) Itronassumes thatCustomer is responsible for installing CC Us, endpoints, including any work managementsystemtotrack such installations.
(4) Travel expenses have been estimated above but will be billed based on actual.
(5) System discount is provided as consideration for the purchase of the fixed network solution for electric and water. Discount requires purchase of
bundled solution as quoted above.
(6) Hardwarewill be provided by General Pacific. Software, Professional Servicesand Hosting Services will be provided by Itron.
General Pacific is Itron'ssole electric ty distributorfor Northern California.
Confidential
Ah
MV
EXHIBIT C
Insurance Reauirements for Consultant The Consultant shall takeout and maintain during the life of this contract,
insurance coverage as listed below. These insurance policies shall protect the Consultant and any subcontractor
performing work covered by this contract from claims for damages for personal injury, including accidental death, as
well as from claims for property damages, which may arise from Consultant's operations under this contract, whether
such operations be by Consultant or by any subcontractor or by anyone directly or indirectly employed by either of
them, and the amount of such insurance shall be as follows:
COMPREHENSIVE GENERAL LIABILITY
$2,000,000 Ea. Occurrence
$4,000,OOOAggregate
2. COMPREHENSIVE AUTOMOBILE LIABILITY
Proof of coverage with limits not less than $1,000,000 combined single limit and naming the CITY, by
endorsement, as an additional insured.
3. PROFESSIONAL ERRORSAND OMISSIONS
Not less than $50,000 per Claim./$1,000,OOOAggregate. Certificateof Insurance only required.
NOTE: Contractor agrees and stipulatesthat any insurance coverage providedto the City of Lodi shall providefor a
claims period following termination of coverage which is at least consistent with the claims period or statutes of
limitations found in the CaliforniaTort Claims Act (California Government Code Section 810 et seq.).
A copy of the certificate of insurance with the following endorsements shall be furnished to the City:
(a) Additional Insured Endorsement
Such insurance as is afforded by this policy shall also apply to the City of Lodi, its elected and appointed
Boards, Commissions, Officers, Agents, Employees, and Volunteers as additional insureds.
(This endorsement shall be on a form furnished to the City and shall be includedwith Contractor's certificates.)
(b) Primary Insurance Endorsement
Such insurance as is afforded by the endorsementfor the Additional Insureds shall apply as primary insurance.
Any other insurance maintained by the City of Lodi or its officers and employees shall be excess only and not
contributing with the insurance afforded by this endorsement.
(c) Severability of InterestClause
The term "insured" is used severally and not collectively, but the inclusion herein of more than one insured shall
not operate to increase the limit of the company's liability.
(d) Notice of Cancellation or Change in Coverage Endorsement
This policy may not be canceled nor the coverage reduced by the company without 30 days' prior written notice
of such cancellation, 10 days notice of cancellation in the event of non-payment of premium, or reduction in
coverage to the Risk Manager, City of Lodi, 221 W. Pine St., Lodi, CA 95240.
Compensation Insurance The Contractor shall take out and maintain during the life of this contract, Worker's
Compensation Insurance for all of Contractor's employees employed at the site of the project and, if any work is
sublet, Contractorshall require the subcontractor similarly to provide Worker's Compensation Insurance for all of the
latter's employees unless such employees are covered by the protection afforded by the Contractor. In case any
class of employees engaged in hazardous work underthis contract at the site of the project is not protected under the
Worker's Compensation Statute, the Contractor shall provide and shall cause each subcontractor to provide
insurance for the protection of said employees. This policy may not be canceled nor the coverage reduced by the
company without 30 days' prior written notice of such cancellation, 10 days notice of cancellation in the event of non-
payment of premium, or reduction in coverage to the Risk Manager, City of Lodi, 221 W. Pine St., Lodi, CA 95240.
ITRON SOFTWARE LICENSE AGREEMENT
This Itron Sales Agreement (the "Agreemenf) is entered into as of the last date of execution on the signature page hereto
(the "Effective Date) by and between Itron, Inc. ("Itron )and the City of Lodi ("Customer"). Itron and Customer may each be referred
to as a "Party' and together as the "Parties."
The Parties agree as follows:
1. Software Terms
a. Definitions.
"Delivery" with respect to Software, means that Itron has either made the Software available to Customer via electronic means or has
provided the Software to a carrier on physical media for delivery to Customer.
"Documentation" means all printed or electronic materials published or otherwise that are provided to Customer and that describe or
relate to the functional, operational or performance capabilities of the Software.
"Meter" means a device used for measuring the amount of electricity, gas or water used at a residence or business or by a machine. If
a single Meter serves more than one residence, business or machine, it will count as the number of residences, businesses or
machines being sewed (e.g., where a single Meter serves 10 residences, it will count as 10 Meters).
"Object Code" means the binary, machine-readable version of the Software
"Production Environment" means a single instance of the Software used in an environment other than a Test Environment.
"Software" means software identified on Attachment A that is owned by Itron and any modifications, corrections, improvements or
enhancements thereto provided by Itron.
"Source Code" means human -readable computer programming code, associated procedural code and related documentation
"Specifications" means the applicable published Itron functional specifications for an item of Software.
"Test Environment' means a single instance of the Software used solely for test purposes. Such installation can only be used to verify
the correct installation, operation, and integration of the Software and/or components.
"Third Party Software" means software that is not owned by Itron but is identified on Attachment A as being provided by Itron.
"Use" means the ability to run, execute, display and, subject to the restrictions described below, duplicate and distribute internally
"Warranty Period," meansthe Warranty Period shall be ninety days from the date of Delivery.
b. License Grant.
Subject to the terms of this Agreement and for the license fee set forth on Attachment A, Itron grants to Customer a nonexclusive,
nontransferable, perpetual Object Code license to Use the Software and Documentation for its internal business purposes only in
connection with the number of Meters set forth in Attachment A.
C. Restrictions.
As a condition to the foregoing license grant, Customer shall not (i) violate any restriction set forth on Attachment A, (ii) modify or create
any derivative work from the Software, (iii) include the Software in any other software, (iv) use the Software to provide processing
services to third parties or on a service bureau basis, (v) reverse assemble, decompile, reverse engineer or otherwise attempt to derive
Source Code (of the underlying ideas, algorithms, structure or organization) from Software, or (vi) use the Software to process business
information concerning customers derived through merger, asset acquisition or other entity combination.
Except as expressly permitted in this Agreement, (i) the Software may not be installed on a computer that is not part of the Customer's
computer network, (ii) Customer may not copy the Software other than to make one machine readable copy for disaster recovery or
archival purposes, and (iii) installation of the Software shall be limited to one Production Environment and one Test Environment.
Customer may only make copies of Documentation as reasonably necessary for the use contemplated herein. The Software and
Documentation shall be considered the confidential information of Itron and, as such, shall be subject to the confidentiality provisions of
this Agreement.
d. Invoicing.
Itron will invoice Customer for the Software and any Third Party Software upon Delivery
e. Limited Software Warranty
1. Warranty and Remedy.
For the Warranty Period, Itron warrants to Customer that the Software will perform substantially in accordance with the Specifications.
Itron does not warrant that the Software will operate uninterrupted or error -free. Itron's sole obligation and Customer's exclusive
remedy in connection with the breach of a warranty provided under this Section shall be for Itron to repair or replace the non-
conforming Software. If Itron, in its sole discretion, is unable to repair or replace non -conforming Software, Itron will refund to Customer
the amount paid for such Software. Software that is repaired or replaced pursuant to this Section will be warranted for the remainder of
the original warranty period or 30 days, whichever is longer. Customer's license to Software for which it has received a refund
hereunder shall terminate upon its receipt of a refund.
u. Exclusions
The warranty provided in this Section shall not apply to the extent that non-compliance relates to or is the result of (i) use of the
Software in combination with software, equipment or communications networks not provided by Itron, (ii) a change to the Software's
operating environment not made or authorized by Itron, (iii) Customer's failure to install any correction or enhancement provided by
Itron, (iv) viruses introduced through no fault of Itron, (v) any use of the Software not authorized by this Agreement. The warranty
provided in this Section is valid only if Customer has complied with the terms of this Agreement (including paying the applicable
Software license fees) and shall be void to the extent of any modification to the Software not authorized by Itron.
f. Third Party Software and Documentation.
Itron shall provide the Third Party Software, if any, identified on Attachment A and any related documentation. Any Third Party
Software and related documentation provided by Itron in connection with this Agreement shall be subject to a separate license
agreement between the Customer and the third party software provider and will be subject to separate third party warranties, if any.
Customer agrees that it will be bound by and will abide by all such third party software licensing arrangements. Customer is solely
responsible for acquiring any software that is required to use the Software or Third Party Software.
g- Audit.
Customer will maintain accurate and detailed records as necessary to verify compliance with this Agreement. Itron may audit these
records to verify compliance at any time during Customer's regular business hours after giving notice 5 business days in advance of the
audit. Except as described below, Itron will bear all costs and expenses associated with the exercise of its audit rights. Any errors in
payments identified will be corrected by Customer by appropriate adjustment. In the event of an underpayment of more than 5 percent,
Customer will reimburse Itron the amount of the underpayment, reasonable costs associated with the audit, and interest on the overdue
amount at the maximum allowable interest rate from the date the obligation accrued.
h. Obligations Upon Termination for Cause.
Upon a termination by Itron for cause, Customer's license to any Software and right to receive maintenance and support for such
Software shall immediately terminate and Customer shall (i) delete any Software from all of its computers, (ii) immediately deliver to
Itron or destroy all copies of such Software and any related Documentation and (iii) certify in writing to Itron within 10 days of any such
termination that, to the best of Customer's knowledge, Customer has complied with this Section.
i. Other Provisions.
Customer shall not, directly or indirectly, export or transmit the Software to any country to which such export or transmission is
prohibited by any applicable regulation or statute. The Parties agree that Software provided under this Agreement shall be deemed to
be "goods" within the meaning of Article 2 of the Uniform Commercial Code, except when such a practice would cause an
unreasonable result. The Parties agree that the Uniform Computer Information Transaction Act (or a version thereof or substantially
similar law) shall not govern this Agreement.
2. Payment Terms and Taxes.
For invoices not paid within 45 days of the invoice date, in addition to other remedies to which Itron may be entitled, Itron may charge
Customer a late fee of one percent per month applied against overdue amounts. Customer shall also be responsible for collection
costs associated with late payment, if any, including reasonable attorneys' fees. No endorsement or statement on any check or
payment or in any letter accompanying a check or payment or elsewhere shall be construed as an accord or satisfaction. Unless
otherwise indicated on Attachment A, Customer shall pay all amounts owing under this Agreement in U.S. Dollars. The prices set forth
on Attachment A do not include taxes. Customer will be responsible for and pay all applicable sales, use, excise, value-added and
other taxes associated with the provision of products or services by Itron. excluding taxes on Itron's income generally. If Customer is a
tax exempt entity, or pays taxes directly to the state, Customer will provide Itron with a copy of its Tax Exemption Certificate or Direct
Pay Permit, as applicable, upon execution of this Agreement.
3. Changes.
Changes to the products or services ordered by Customer pursuant to this Agreement, including the purchase of additional quantities or
entirely new products or services, may be made at Itron's then -current pricing by purchase order or Change Order (in a form acceptable
to Itron), provided that any such purchase order must first be accepted by Itron.
4. Confidentiality.
With respect to any information supplied in connection with this Agreement and designated by either Party as confidential, or which the
recipient should reasonably believe to be confidential based on its subject matter or the circumstances, the recipient agrees to protect
the confidential information in a reasonable and appropriate manner, and to use and reproduce the confidential information only as
necessary to realize the benefits of or perform its obligations under this Agreement and for no other purpose. The obligations in this
Section will not apply to information that is: (i) publicly known; (ii) already known to the recipient; (iii) lawfully disclosed by a third party;
(iv) independently developed; or (v) disclosed pursuant to a legal requirement or order. The recipient may disclose the confidential
information on a need -to -know basis to its contractor's, agents and affiliates who agree to confidentiality and non-use terms that are
substantially similar to these terms.
5. IP Ownership.
Between Itron and Customer, all patents, copyrights, mask works, trade secrets, trademarks and other proprietary rights in or related to
any product, software or deliverable provided by Itron pursuant to this Agreement are and will remain the exclusive property of Itron.
Any modification or improvement to an Itron product or deliverable that is based on Customer's feedback shall be the exclusive property
of Itron. Customer will not take any action that jeopardizes Itron's proprietary rights nor will it acquire any right in any such product,
software or deliverable or Itron's confidential information other than rights granted in this Agreement.
6. Indemnification
General Indemnity.
Itron will defend Customer from any claim for (i) death of or bodily injury to a Customer employee or third party that is caused by Itron's
gross negligence or intentional torts, or (ii) physical damage to tangible personal property owned by Customer or a third party that is
caused by Itron's gross negligence or intentional torts and will pay costs and damages awarded against Customer (or settled) in any
such action that are specifically attributable to Itron's gross negligence or intentional torts.
b. Infringement Indemnify.
Itron will, at its own expense, defend any claim or action brought against Customer by an unaffiliated third party to the extent that the
action is based upon a claim that any product manufactured, software licensed or service provided by Itron hereunder directly infringes
any U.S. patent (issued as of the Effective Date) or any copyright or trademark and Itron will pay those costs and damages awarded
against Customer (or settled) in any such action that are specifically attributable to such claim. The foregoing indemnity does not apply
to products not manufactured by Itron or software licensed by third parties.
C. Conditions to Infringement Indemnity.
Itron's infringement indemnity obligations under this Section are conditioned on Customer's agreement that if the applicable product or
service becomes, or in Itron's opinion is likely to become, the subject of such a claim, Customer will permit Itron, at Itron's option and
expense, either to procure the right for Customer to continue using the affected product or service or to replace or modify the same so
that it becomes non -infringing. Such replacements or modifications will be functionally equivalent to the replaced product or service. If
the foregoing alternatives are not available on terms that are reasonable in Itron's judgment, Itron shall have the right to require
Customer to cease using the affected product or service in which case Itron will refund to Customer the depreciated value of the
affected product or service.
d. Exclusions.
Itron shall have no obligation under this Agreement to the extent any claim of infringement or misappropriation results from: (i) use of a
product or service, other than as permitted under this Agreement or as intended by Itron, if the infringement would not have occurred
but for such use; (ii) use of any product or service in combination with any other product, equipment, software or data, if the
infringement would not have occurred but for such combination; (iii) any use of any release of a software or any firmware other than the
most current release made available to Customer, (iv) any claim based on Customer's use of a product after Itron has informed
Customer of modifications or changes to the product required to avoid such claims and offered to implement those modification or
changes, if such claim would have been avoided or mitigated by the implementation of Itron's suggestions, (v) any modification to a
product made by a person other than Itron or an authorized representative of Itron, or (vi) compliance by Itron with specifications or
instructions supplied by Customer. Itron shall not be liable hereunder for enhanced or punitive damages that could have been avoided
or reduced by actions within the control of Customer.
e. Right to Defend.
As a condition to Itron's indemnity obligations under this Agreement, Customer will provide Itron with prompt written notice of the claim,
permit Itron to control the defense, settlement, adjustment or compromise of the claim and provide Itron with reasonable assistance in
connection with such defense. Customer may employ counsel at its own expense to assist it with respect to any such claim.
f. Indemnity Disclaimer
THIS SECTION CONSTITUTES ITRON'S SOLE AND EXCLUSIVE OBLIGATION WITH RESPECT TO THIRD PARTY CLAIMS
BROUGHTAGAINST CUSTOMER.
7. Warranty Disclaimer.
EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, ITRON DISCLAIMS ALL EXPRESS OR IMPLIED WARRANTIES,
CONDITIONS OR REPRESENTATIONS INCLUDING, WITHOUT LIMITATION, (1) IMPLIED WARRANTIES OF MERCHANTABILITY
OR FITNESS FOR A PARTICULAR PURPOSE, (II) WARRANTIES OF TITLE AND AGAINST INFRINGEMENT AND (III)
WARRANTIES ARISING FROM A COURSE OF DEALING, USAGE OR TRADE PRACTICE. TO THE EXTENT ANY IMPLIED
WARRANTY CANNOT BE EXCLUDED, SUCH WARRANTY IS LIMITED IN DURATION TO THE EXPRESS WARRANTY PERIOD.
8. WAIVER OF CONSEQUENTIAL DAMAGES.
NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, IN NO EVENT WILL EITHER PARTY BE LIABLE
UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR COVER OR FOR
INCIDENTAL, SPECIAL, CONSEQUENTIAL (INCLUDING LOSS OR CORRUPTION OF DATA OR LOSS OF REVENUE, SAVINGS
OR PROFITS) OR EXEMPLARY DAMAGES, EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH
DAMAGES. ITRON'S PRICING REFLECTS THIS ALLOCATION OF RISKS AND LIMITATION OF LIABILITY.
9. CAP ON LIABILITY.
NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, EXCEPT FOR ITRON'S OBLIGATIONS UNDER
SECTION 6. B. INFRINGEMENT INDEMNITY AND EXCEPT FOR A BREACH BY CUSTOMER OF (1) ANY INTELLECTUAL
PROPERTY RIGHT OF ITRON OR (11) ANY LICENSE GRANTED BY ITRON HEREUNDER, THE AGGREGATE LIABILITY OF EACH
PARTY AND ITS AFFILIATES AND ITS AND THEIR OFFICERS, DIRECTORS, EMPLOYEES OR OTHER REPRESENTATIVES,
ARISING IN ANY WAY IN CONNECTION WITH THIS AGREEMENT—WHETHER UNDER CONTRACT LAW, TORT LAW,
WARRANTY OR OTHERWISE—SHALL NOT EXCEED (1), IN THE CASE OF ITRON, THE TOTAL AMOUNT PAID BY CUSTOMER
UNDER THIS AGREEMENT AND (II), IN THE CASE OF CUSTOMER, THE TOTAL AMOUNT PAID AND PAYABLE HEREUNDER.
ITRON SHALL NOT BE LIABLE FOR ANY CLAIM MADE THE SUBJECT OF A LEGAL PROCEEDING MORE THAN TWO (2) YEARS
AFTER THE CAUSE OF ACTION ASSERTED IN SUCH CLAIM AROSE. ITRON'S PRICING REFLECTS THIS ALLOCATION OF
RISKS AND LIMITATION OF LIABILITY.
10. Term and Termination
a. Term of Agreement.
Unless terminated earlier as provided herein, the term of this Agreement shall be from the Effective Date through December 31st of the
year in which any products or services to be provided hereunder have been provided. The term of this Agreement shall thereafter
automatically renew for successive one year periods unless either Party provides the other with written notice of its intent not to renew
at least 90 days prior to such termination; provided, however, that Customer shall be obligated to purchase and Itron shall be obligated
to provide any product or service that is the subject of an unfulfilled order accepted by Itron prior to the time of any such termination.
Notwithstanding the foregoing, the term of any license provided by Itron hereunder shall be as set forth in the provision granting such
license
b. Termination for Cause
Either Party may terminate this Agreement by providing the other Party with written notice if the other Party (i) becomes insolvent,
executes a general assignment for the benefit of creditors or becomes subject to bankruptcy or receivership proceedings; (ii) breaches
its obligations related to the other Party's confidential information; or (iii) commits a material breach of this Agreement that remains
uncured for 30 days following delivery of written notice of such breach (including, but not necessarily limited to, a statement of the facts
relating to the breach or default, the provisions of this Agreement that are in breach or default and the action required to cure the
breach or default).
C. Survival.
Any provision of this Agreement that contemplates performance or observance subsequent to termination or expiration of this
Agreement shall survive termination or expiration and continue in full force and effect for the period so contemplated including, but not
limited to, provisions relating to warranties and warranty disclaimers, intellectual property ownership, payment terms, confidentiality,
waiver of consequential damages, and cap on liability.
11. Miscellaneous
a. Entire Agreement.
This Agreement and any attachments hereto constitute the entire agreement between the Parties with respect to the subject matter
hereof and supersede all previous agreements pertaining to such subject matter. All prior agreements, representations, warranties,
statements, negotiations, understandings, and undertakings are superseded hereby and Customer represents and acknowledges that it
has not relied on any representation or warranty other than those explicitly set forth in this Agreement in connection with its execution of
this Agreement. Neither Party shall be bound by terms and conditions imprinted on or embedded in purchase orders, order
acknowledgments, statements of work not attached hereto or other communications between the Parties subsequent to the execution
of this Agreement.
b. Amendments and Waivers.
Any term of this Agreement may be amended and the observance of any term of this Agreement may be waived (either generally or in
a particular instance and either retroactively or prospectively), only by a writing signed by an authorized representative of each Party
and declared to be an amendment hereto. No delay or failure to require performance of any provision of this Agreement shall constitute
a waiver of that provision. No waiver granted under this Agreement as to any one provision herein shall constitute a subsequent waiver
of such provision or of any other provision herein, nor shall it constitute the waiver of any performance other than the actual
performance specifically waived.
C Governing Law, Jury Trial
This Agreement and performance hereunder will be governed by and construed in accordance with the laws of the State of California
without reference to California conflicts of law principles or the United Nations Convention on Contracts for the Sale of Goods. THE
PARTIES HEREBY UNCONDITIONALLY WAIVE THEIR RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM ARISING IN ANY
WAY IN CONNECTION WITH THIS AGREEMENT.
d. No Solicitation.
During the period expiring one year after the termination of this Agreement, neither Party will, directly or indirectly, solicit or recruit any
Project Participant (defined below) to terminate his or her employment with Itron. The publication of advertisements in newspapers
and/or electronic media of general circulation (including advertisements posted on the Internet) shall not in any event be deemed a
violation of this Section 5.c. The term "Project Participant," as used herein, means an employee or consultant of a Party that has
performed work pursuant to this Agreement.
e. Assignment.
Customer may not assign or transfer its interests, rights or obligations under this Agreement by written agreement, merger,
consolidation, operation of law or otherwise without the prior written consent of an authorized executive officer of Itron. Any attempt to
assign this Agreement by Customer shall be null and void. For purposes of this Agreement, the acquisition of an equity interest in
Customer of greater than 25 percent by any third party shall be considered an assignment.
f. Publicity.
Unless otherwise provided in a separate confidentiality agreement between the Parties, each Party may issue a press release following
the execution of this Agreement, subject to the other Party's written approval, which shall not be unreasonably withheld. Each Party
hereby consents to the other Party's use of its name, URL and logo on its website and in its customer and partner lists for corporate
and financial presentations.
9. Force Majeure.
Neither Party will be responsible for any failure or delay in performing any obligation hereunder if such failure or delay is due to a cause
beyond the Party's reasonable control, including, but not limited to acts of God, flood, fire, volcano, war, third -party suppliers, labor
disputes or governmental acts. Notwithstanding the foregoing, Itron shall have no obligation to deliver Equipment or provide Services
to the extent that Customer is unable to pay as a result of a force majeure event.
h. Notices.
Any notice required or permitted under this Agreement or required by law must be in writing and must be delivered in person, by
facsimile, by certified mail (return receipt requested), or by a nationally recognized overnight service with all freight charges prepaid, to
the address set forth below. Notices will be deemed to have been given at the time of actual delivery, if in person, or upon receipt (as
evidenced by facsimile confirmation, return receipt or overnight delivery verification). Either Party may change its address for notices
by written notice to the other Party in accordance with this Section.
Itron: Attn: General Counsel Customer: Attn: City Manager
Itron, Inc. City of Lodi
2111 North Molter Road 221 West Pine Street
Liberty Lake, WA 99019 P. O. Box 3006
Lodi, CA 95241-1910
Miscellaneous.
Headings used in this Agreement are intended for convenience or reference only and will not control or affect the meaning or
construction of any provision of this Agreement. If any provision in this Agreement is held to be invalid, illegal or unenforceable, the
validity, legality and enforceability of the remaining provisions will in no way be affected or impaired thereby and such provision shall be
interpreted so as to best accomplish the intent of the Parties within the limits of applicable law. Any principle of construction or rule of
law that provides that an agreement shall be construed against the drafter of the agreement shall not apply to the terms and conditions
of this Agreement. This Agreement may be executed in any number of counterparts, each of which when so executed and delivered
will be deemed an original, and all of which together shall constitute one and the same agreement. If available, maintenance and
support for products will be provided pursuant to a separate maintenance agreement. Itron shall perform all work to be performed in
connection with this Agreement as an independent contractor and not as the agent or employee of Customer. All persons furnished by
Itron shall be for all purposes solely Itron's employees or agents and shall not be deemed to be employees of Customer for any
purpose whatsoever. This Agreement is entered into only for the benefit of Customer and Itron. No other person or entity shall have
the right to make any claim or assert any right hereunder, and no other person or entity shall be deemed a beneficiary of this
Agreement.
[Signature Page Follows]
Agreed to and accepted:
Itron, Inc.
Signature:Ai344)��
Print Name: S&Yen /7) • 9elihbrech L
Customer: City of Lodi
Signature:
Print Name:
Title: Sr . V Ge Rhslde of -� e PD Title:
Date: �.5/1 / Date:
Tax Exempt: Yes / No (if yes, attach copy of Tax Exemption Certificate)
[Signature Page to Sales Agreement]
/trJn
ATTACHMENTA
Electric / Gas 1 Wafer
Information collection, analysis and application
City of Lodi
2111 N Molter Rd.
Liberty Lake, WA 99019
May 3, 2011
fax: 666-767-6910
www.itron.com
Based on BMR# 9265-11 Vet May
Item PartNumber
Description
Qty Unit Price
Extended Price Notes
Software
1 FN SW V4.x
Data Collection Network Software, Used for Water & Electric
1 $15,000.00
$15,000.00 (1)
FN CCU V4.x Kit
For up to 75,000Endpoints
NS1C
(Includes Billing Gateway Module)
OAFNC
Outage Activation
$30,000.00
$30,000.00 (1)
Software Total
545,000.00
Notes and Assumptions
(1) Software pricing is dependent upon number of meters underthe network. Monthly billing and daily read functionalityare included.
Confidential
1. AA#
2. JV#
��- �th��1��.�a�?5t �� � qt �/ 1P�sF r, +
E
S �,{t �
�����
4�
� ���$�: �•, � S f�� TM' {
`,�;yy{t■��
� ! �
3 F�. ��� L`
��/ � „fY;
Fund Balance
�p
+fes o ¢�
181
3205
TO:
Internal Services Dept. - Budget Division
FINANCING
3. FROM:
Rebecca Areida-Yadav
15. DATE:
05/13/2011
4. DEPARTMENT/DIVISION: PublicWorks
Please provide a description of the project, the total cost of the project, as well as justification for the
requested adjustment. If you need more space, use an additional sheet and attach to this form.
Professional services agreement and software license agreementwith Itron, Inc., purchase serversfrom Dell and hardware
from General Pacific, Inc., for a fixed network system.
If Council has authorized the appropriation adjustment, complete the following:
Meeting Date: . Res No:__ // _ __ Attach copy of resolutionto this form.
Department Head Signature:
Deputy City Manager/Internal Services Manager Date
Submit completed form to the Budget Division with any required documentation.
Final approval will be provided in electronic copy format.
- J ,
FUND#
. I ' rtl - I
BUS.UNIT# ACCOUNT# ACCOUNT TITLE
i 11 .
AMOUNT
A.
161
3205
Fund Balance
231 000.00
SOURCE OF
181
3205
Fund Balance
241 000.00
FINANCING
B.
161
161000 1825.1700
Fixed Network System
231 000.00
USE OF
181
181013 1825.2300
Fixed Network System
$ 241 000.00
FINANCING
Please provide a description of the project, the total cost of the project, as well as justification for the
requested adjustment. If you need more space, use an additional sheet and attach to this form.
Professional services agreement and software license agreementwith Itron, Inc., purchase serversfrom Dell and hardware
from General Pacific, Inc., for a fixed network system.
If Council has authorized the appropriation adjustment, complete the following:
Meeting Date: . Res No:__ // _ __ Attach copy of resolutionto this form.
Department Head Signature:
Deputy City Manager/Internal Services Manager Date
Submit completed form to the Budget Division with any required documentation.
Final approval will be provided in electronic copy format.
RESOLUTION NO. 2011-83
A RESOLUTION OF THE LODI CITY COUNCIL AUTHORIZING
CITY MANAGER TO EXECUTE AGREEMENTS AND
PURCHASE ORDERS FOR FIXED -NETWORK SYSTEM AND
FURTHER APPROPRIATING FUNDS
WHEREAS, Resolution No. 2005-64, dated April 6, 2005, approved the
standardization of solid-state electric meters for residential and small commercial
customers with Itron, Inc., and Resolution No. 2010-125, dated August 4, 2010,
approved the standardization of water meters transmitters with Itron, Inc. The City
Council has also approved Dell Marketing, LLP, as a sole source supplier for computer
hardware: and
WHEREAS, the Electric Utility and Public Works departments have initiated
automatic meter reading (AMR) projects with the installation of meters equipped with
encoder receiver transmitters (ERT), which are read at this time by two vehicle -mounted
radio receivers and two handheld radio receivers; and
WHEREAS, staff recommends installing a fixed -network system that would read
the meters via a network of receivers placed on street light poles around the community
to fully receive the benefits of the AMR system; and
NOW, THEREFORE, BE IT RESOLVED that the Lodi City Council does hereby
authorize the City Manager to execute a Professional Services Agreement with Itron,
Inc., of Liberty Lake, Washington, for the implementation of a fixed -network system in an
amount not to exceed $179,570; and
BE IT FURTHER RESOLVED that the City Council does hereby authorize the
City Manager to execute a Software License Agreement with Itron, Inc., of Liberty Lake,
Washington, for the fixed -network system data collection software and billing gateway
module in the amount of $45,000; and
BE IT FURTHER RESOLVED that the City Council does hereby authorize the
City Manager to execute a Purchase Order with Dell Marketing, LLP, of Pasadena,
California, for the purchase of four blade servers for the fixed -network system in an
amount of $52,272; and
BE IT FURTHER RESOLVED that the City Council does hereby authorize the
City Manager to execute a Purchase Order with General Pacific, Inc., of Fairview,
Oregon, for the purchase of network infrastructure hardware in the amount of $103,041;
and
BE IT FURTHER RESOLVED that the City Council does hereby authorize the
City Manager to execute a Purchase Order for the purchase of radio equipment in the
amount of $30,000; and
BE IT FURTHER RESOLVED that funds in the amount of $472,000 be
appropriated from the Electric Utility Department Capital Account and the Water Capital
Account for this project.
Dated: June 1,2011
:: T::: T: •iii ::: T: i i i i i i i i�� i i � i � � � � � � � Y � � fTYTTTTTT����T --
I hereby certify that Resolution No. 2011-83 was passed and adopted by the City
Council of the City of Lodi in a regular meeting held June 1, 2011, by the following vote:
AYES: COUNCIL MEMBERS — Hansen, Katzakian, Mounce, Nakanishi,
and Mayor Johnson
NOES: COUNCIL MEMBERS — None
ABSENT: COUNCIL MEMBERS — None
ABSTAIN: COUNCIL MEMBERS— None
iNfDIJOHL
City Clerk
2011-83