HomeMy WebLinkAboutAgenda Report - February 6, 2019 C-11TM
CITY OF LODI
COUNCIL COMMUNICATION
AGENDA ITEM
AGENDA TITLE: Adopt Resolution Authorizing City Manager to Execute Statement of Work with
Itron Inc. for the upgrade of the Itron Choice -Connect Fixed Network Software
($71,920)
MEETING DATE: February 6, 2019
PREPARED BY: Information Technology Manager
RECOMMENDED ACTION:
Adopt resolution authorizing City Manager to execute statement of
work with Itron Inc. for the upgrade of the Itron Choice -Connect
fixed network software. ($71,920)
BACKGROUND INFORMATION: The City currently uses Itron Choice -Connect fixed network software
version 4.1 to connect and collect data from water and electric meters equipped with encoded receiver
transmitters (ERT's) which is an endpoint element of the City's automated meter reading (AMR) system.
The system has not been upgraded since 2011 when the current version software was installed and the
current version is no longer supported by the vendor.
The most recent version of Choice -Connect Fixed Network, version 5.4, gives the City the ability to move
the software platform to an updated server, giving greater stability, reliability, and ongoing vendor
support. The latest system delivers an improved network communication engine that improves
communication protocols between collectors (hand-held devices used by field staff), repeaters (mid -tier
receiver and transmitter between the City network and meter), and end-points (meters).
Itron will be tasked to upgrade the fixed network software, and manage reprogramming of the repeaters
as needed to deploy the system upgrade. The project will be approximately 2 months from time of
project execution. Itron is currently contracted with the City to maintain the City's fixed network software
system as noted in the Itron software license agreement.
FISCAL IMPACT: A functioning data metering collection system is critical to the City's utility billing.
Without this system, the City is unable to collect utility usage and prepare bills to
utility customers. This upgrade is funded by Electric Utility and Public Works, each 50
percent.
FUNDING AVAILABLE: 50062000.72313 — Electric Utility
56199000.77020 — Water
APPROVED:
Andrew Keys
Deputy City Manager
Stephen ch'1!'- r, City Manager
Itrii
Statement of work
CHOICECOHHECT FIXED NETWORK SOFTWARE
UPGRADE FROM 4.1 TO 5.4 [LOCALLY INSTALLED]
City of Lodi, CA
Author. Andrea Foord
Date: 8/30/17
Modred Date: 11/30/18
Version: 6
Solution Delivery Services
Version 6
Change Record
[Date ]
[Author ]
[Version ]
[Change Reference ]
[1/31/17 ]
[Andrea Foord ] [1 ]
[Original ]
2/13/17 Andrea Foord
2 Updated to include optional services
3/6/17 Andrea Foord
3 Updated
8/30/17
Andrea Foord
4
Date refresh and BMR version update
8/1/18
Andrea Foord
5
Date refresh, BMR version update, cost
adjustment, and version of CCFN changed from
v5.3 to v5.4.
11/30/18
JP Pulcini
6
Updated SOW to include Itron Field Engineer to
reprogram CCFN Repeaters; including trip onsite.
This Statement of Work ("SOW') document defines the services ("Services") to be performed by Itron, Inc.
("Itron") for City of Lodi, CA ("Customer") and is entered upon the last signature date of this SOW
("Effective Date"). The Services shall be governed by the terms and conditions contained in Attachment A
to this SOW. If the Customer does not respond to this SOW after 30 days, the service request will be closed
as inactive. The service request can be re -opened anytime in the future. A new Statement of Work
document will be re -drafted at that time.
ITRON is providing ChoiceConnect Fixed Network (CCFN) Software upgrade from Version 4.1 to 5.4
implementation services, including Professional Services for an Itron Field Engineer to re -program CCFN
Repeater 100's.
The expected duration of the project is for two (2) months.
By signing this SOW, Customer engages Itron to provide the following Services and Deliverables related to
the Project:
C.1. ITRON Deliverables
1. The following deliverables will be performed by ITRON for this project.
2. Itron Project Setup.
3. Itron Project Tracking and Managing.
4. Perform project kickoff and requirement gathering meetings; consisting of system overview, upgrade
requirements, and upgrade schedule. Performed remotely in 1 meeting.
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5. Facilitate in regular schedule planning / update calls. Participants include Itron services, Project
Manager, and Customer Project Manager.
6. Provide Customer with standard CCFN software requirement documentation.
7. Support Customer in testing interface files in accordance to project plan, up to 12 hours.
8. ChoiceConnect Fixed Network
9. Setup and configure CCFN.
10. Perform functional test of CCFN, following standard Itron test plan.
11. Itron will provide up to 8 hours of support to the customer in development of data migration plan.
12. Itron Field Engineer to perform Repeater Reprogramming for thirty-two (32) Repeaters during a
scheduled trip onsite.
13. Update Existing Project Documentation (Technical Architecture Document).
14. Transition to ITRON Support services.
C.2. CUSTOMER Deliverables
The following deliverables will be performed by the CUSTOMER for this project.
1. Participate in project kickoff and requirement gathering meetings; consisting of system overview,
implementation requirements and project schedule.
2. Participate in regular schedule planning / update calls. Participants include Itron services, Project
Manager, and CUSTOMER Project Manager.
3. CUSTOMER will provide server hardware based on CCFN installation documentation.
4. CUSTOMER will install all 3rd party software according to CCFN installation documentation.
5. CUSTOMER will update configuration data and desired reading data to upgraded CCFN system.
6. CUSTOMER will verify preinstall tasks, and testing after the software installation.
7. CUSTOMER will provide Itron resources with adequate access to perform CCFN upgrade on server
hardware.
8. Customer has the right to participate in functional testing with Itron providing it is done as outlined in the
Project Plan.
9. Support the transition of the project to ITRON Support Services
C.3. Project Schedule
[The Project schedule is dependent on resource availability after the signed SOW is received by Itron and
fully executed. The Project schedule and roles and responsibilities will be reviewed during the Project Kick -
Off meeting, which will be outlined in Itron's Project Plan.
Work is anticipated during working hours Monday — Friday, 8 am - 5 pm. No after hours, weekend, or
holiday hour work is anticipated. Additional hours for this project (outside the planned hours of the project)
may be available to Customer and may be billed at an over -time rate to be determined based on the Project
service work required and will require a Change Order.
C.4. Assumptions
This section provides the key assumptions for the Project.
1. CUSTOMER and/or the utility is responsible for data quality and cleansing.
2. ITRON services will be performed on-site.
3. CUSTOMER is responsible for the purchase of all software not covered under the ITRON Sales and
Maintenance Agreements. This includes but is not limited to (operating systems, database, etc.).
4. ITRON will support configuration of a single Production environment. Disaster Recovery, Test and/or
QA environments are not included in this scope of work.
5. Changes to configuration (opening firewall ports, changes to Oracle parameters, Windows OS, etc.)
must be completed in accordance to project plan.
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6. No customization of ITRON software will occur unless otherwise stated in the SOW. (For example, UI
changes, reports, extracts, interfaces, etc.)
7. The development of standard operating procedures (SOPs) are not included as part of this SOW.
8. Project expected to last two months. Itron will be ready to begin work 8 weeks from SOW execution
9. Itron Project Manager will perform tasks remotely.
10. Out of Scope items include:
i. Data Migration from any system other than Choice Connect Fixed Network.
ii. Data Cleanup
iii. Interface Development
iv. Operating System upgrade on the City's Server
v. End to end testing
vi. Additional requirements or configuration changes not identified as being in scope services.
Total fixed fee for the project is $71,920.00 (USD). Itron has included 5 trips/4 days each for this effort.
Additional out of scope work may be provided at $190/hour. The SERVICES and assumptions that are
included in the scope of this SOW are described in the pricing summary reference number BMR# 12125-18
Ver3 June, which is attached hereto and incorporated herein by reference.
These fees are based upon the scope of the Project as outlined in this SOW. Modifications to any of these
factors will result in changes to the estimated fees. Any changes that affect Itron's engagement approach,
staffing levels, scope of the Project, Project Schedule, or additional travel will follow the Change Control
Process described in this SOW. For the purposes of expediency, both parties agree that any pricing
changes will require a change order provided that both parties verify in written form (such as email) that
they agree with the additional charges. If the PROJECT surpasses the expected project duration of two (2)
months, calculated from the project start date, an additional 8 hours (at standard Project Management
hourly rate) will be applied to the project per month.
ITRON will invoice CUSTOMER based on a fixed fee following a monthly milestone schedule outlined
below:
Milestone Services Delivery
Fixed Fee
Month 1
$35,960.00
Month 2
$35,960.00
Total
$71,920.00
If at any point, there is reason to believe that this amount will be exceeded; ITRON will immediately notify
CUSTOMER as to the changes in the estimate and issue a Change Order, which will be approved by
CUSTOMER. CUSTOMER shall pay all taxes, if any, due for Services provided by ITRON to CUSTOMER
under this SOW.
E. Change Control Process
An Itron Change Order Form ("Change Orde?') will be used for communicating changes to this SOW. The
Change Order must describe the change requested, the rationale for the change, the estimated price and
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the effect the change will have on the overall Project. All Change Orders must be approved and signed by
Customer and Itron.
F. Contact and Dinging Information
Requested
Customer Data
Contact Name
[Benjamin Buecher ]
Contact Phone # (s)
[(209) 333-5548 ]
Contact Email Address
[bbuecher@lodi.gov ]
Physical Location Address (if applicable)
[221 W Pine St, Lodi CA 95240 ]
Billing Address (if different from above)
[ ]
Special Billing Requirements?
[ ]
Purchase Order #
[TBD ]
G. Statement of Work Agreement Approval
The Customer and Itron agree to the terms of this SOW and by signing below, the Customer authorizes
Itron to perform the Services detailed herein.
Customer
Itron
Authorized Signature
Authorized Signature
Printed Name
Printed Name
Title
Title
Date
Date
Approved as to Form:
Statement of Work Identifier: City of Lodi, CA
SOW Author: Andrea Foord
l BMR#: 12125-17 Ver3 June
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JANICE D. MAGDICH
City Attorney
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ATTACHMENT
Additional Terms
This ec.bu-c provides key terms governing the performance of the Services and the aWcation of liability, without
which the fees charged for the Services would be higher_
• Customer will furnish all facilities and assistance at Customer's site as requested by Itron persomel performing
the Services.
• The parties acknowledge that each party may acquire non-public information and material that is confidential,
proprietary or trade secret information (''Confidential Information') of the other party_ Any such Confidential
Information shall be (1) items conspicuously marked or otherwise identified as "confidential' or "proprietary° at the
time of disclosure, or if nal marked, information that should, by its nature, be considered confidential, and (2)
items set forth in this SOW_
• Except for information that has been published or is otherwise available to the receiving party without breach of
this SOW, each party agrees to take al steps reasonably necessary to hold in trust and confidence the other
party's Confidential Information and not to disclose it to third parties or to use it in any way, commercially or
otherwise, ober-than as permitted under this SOW. Each party will limi the disclosure of Confidential
Information to employees or subcontractors with a need to know who: (0 have been advised of the confedertial
nature of the Gomfdertial Information; and (ii) have acknowledged the express obligation to maintain such
confidentiality.
• Fees for Services will be bled in U.S. Dollars on a fixed fee or lime and material basis at the rates identified
herein. Fees wit be nvoiced within thirty (30) days after the Services. Payment terms are net 30 from date of
invoice_ Customer will reimburse Itron for all reasonable and documented travel, lodging arid related expenses
incurred by ftron personnel in performing Services. The terms and conditions of this SOW shall supersede the
terms of any purchase order issued by the Customer.
• Itron is a developer of computer software and as such, may use its proprietary software, documentation and
other software licensed to Ilion in the performance of the Services All sotkvare, software enhancements,
updates, bug fixes and other modifications to the software and documentation and other related work product
resulting from this Agreement are and steal remain the properly of /iron or its licensors_ Customer may be entitled
to use the software and documentation only in accordance with a separate software license agreement.
• Itron warrants that al Services provided under this SOW will be performed in a professional and workmanlike
manner in accordance with industry standards_ For Services that do riot meet this warranty, Itron vuil re -perform
the Services at its cost, provided that Customer notifies Itron Ni writing of such deficient Services w !thin sixty (60)
days of the date that the Services were initially performed_ The foregoing stales Customers exclusive rernedy
and Uron's sole liability for breach of this Services warranty_ THIS WARRANTY IS EXCLUSIVE AND IN LIEU OF
ALL OTHER WARRANTIES, WHETHER EXPRFS.S OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES
OF MERGHANTABIUTY AND FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO SERVICES
AND DELIVERABLES.
• NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR LOST PROFITS OR INDIRECT, SPECIAL,
INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF THIS SOW, EVEN IF THE PARTY HAS
BEEN NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGES. UNDER NO CIRCUMSTANCES WILL
ITRON'S LIABILITY TO CUSTOMER EXCEED FIFTY PERCENT (50%) OF THE AMOUNTS PAID BY
CUSTOMER TO ITRON IN THE TWELVE (12) MONTH PERIOD PRIOR TO THE DATE OF ANY CLAIM_
• Itron will not be responsible for any failure to perform the Services due to unforeseen circumstances beyond its
reasonable control.
• This SOW, including any Attachments, sets out the entre agreement between the parties relative to its subject
natter and supersedes all prior or contemporaneous agreements or representations, oral or written. Execution
of a facsimile or electronic copy fifties Agreement shall have the same force and effect as execution of an
original_
• This SOW, inciudxmg any Attachments, and its performance hereunder shalt be governed by and construed in
accordance with the laws of Slate of California without reference to California' conflicts of law principles. The U.N.
Convention on Contracts for the International Sale of Goods and any jurisdiction's implementation thereof shall
not apply to this SOW.
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Date Created: 08/30/17
Date Modified: 11/30/18
Version: 6
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Electric /Gas / Wafer
Information collection, analysis and application
2111 N Molter Rd
Liberty Lake, WA 99019
fax: 866-787-6910
www itron corn
Item Part Number Description
Pricing Summary for
City of Lodi, CA
Professional Services
1 Services
2 Services
3 Services
Project Management
Locally Installed Fixed Network software upgrade from 4.1 to 5.4
Travel & Expenses
BMR# 12125-18 Ver3 June
June 20, 2018
Extended Price Notes
(1)
$7,600.00
$41,800.00
$10,590.00
Professional Services Total $59,990.00
Optional Professional Services
4 Services
5 Services
Field Engineering - Itron to perform Repeater Reprogramming
Travel & Expenses
$8,400.00
$3,530.00
Optional Professional Services Total $11,930.00
Notes and Assumptions
(1)
(2)
(3)
See Statement of Work for notes and assumptions.
Pricing is based on existing agreements or Itron's standard terms and conditions: Equipment Purchase Agreement, Maintenance and
Support Services Agreement, Master Solution Agreement, Private Cloud Services Agreement, Professional Services Agreement, and
Software License Agreement
Taxes are not included. Prices are in US dollars. Price is valid for 90 days.
Confidential
ITRON SOFTWARE LICENSE AGREEMENT
This Itron Sales Agreement (the "Agreement') 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.
"Deliver/' with respect to Softwareo 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 served (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
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.
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
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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
a. General lndemnity.
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.
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b. Infringement Indemnity.
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
BROUGHT AGAINST 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, (I) 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.
B. 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 (I) ANY INTELLECTUAL
PROPERTY RIGHT OF ITRON OR (II) 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 (I), 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
3
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 Partys 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.
Publicity.
Unless otherwise provided in a separate confidentiality agreement between the Parties, each Party may issue a press release following
the execution of thls 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 an its website and in its customer and partner lists for corporate
and financial presentations.
g. 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
10 the extent that Customer is unable to pay as a result of a force rnajeure 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
4
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
Itron, Inc.
2111 North Molter Road
Liberty Lake, WA 99019
Customer: Attn: City Manager
City of Lodi
221 West Pine Street
P. 0. Box 3006
Lodi, CA 95241-1910
i. 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 en 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 riot 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]
5
Agreed to and accepted:
Itron, Inc.
Signature:
1144)(14,k --
Print Name' S cr) / . 1-ielmbrecit
Title: --S-r • Viee• reside oil— a PE:1
Date: 4-57/5/11
Customer: City 2. Lodi
31
Signature:
Print Name.
Title;
Date:
Tax Exempt: Yes / No (if yes, attach copy of Tax Exemption Certificate)
Approved as to form
[Signature Page to Sales Agreement]
6
ATTACHMENT
Electric / Gas/Water
Information collection, analysis and application
2111 N. Moller Rd,
Liberty Lake, WA 99019
fax: 866-787.6910
WMV.tlron.cpf l
City of Lodi
May 3, 2011
Based on BMRf19265.11 Ver2 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 1 $15,000.00 $15,000.00 (1)
FN CCU V4,x Klt For up to 75,000 Endpoints
NSIC (Includes Billing Gateway Module)
OAFNC Outage Activation 1 $30,000.00 $30,00000 (1)
Software Total $45,000.00
INQtya and ASaumptions
(1) Software pricing is dependent upon number of meters under the network. Monthly billing and daily read functionality are Included.
Confidential
MAINTENANCE AGREEMENT
This Maintenance Agreement (tills "Maintenance Agreement) Is entered into as of the last date of execution an the signature page .
hereto (the "Effective Cate) by and between Itron, Inc. Citron") and City of Lodi, California ("Customer"), itron and Customer may
each be referred to as a "Party' and together as the "Parties," The Parties agree as follows:
1. Technical Support
a. Support Services.
Itron will make available quailed technical representatives by telephone, email or other remote means during Its then•ourrent normal
business hours to assist Customer Coordinators (defined below) with the operation of and answer questions related to the software (the
"Software") and equipment (the "Equipment') Identified on Attachment A (together, the "Products"), which are covered by the
services described herein (the "Maintenance Services"). Such technical support shall Include, but Is not limited to, troubleshooting,
problem diagnosis, release or system management, and recommendations for fully utilizing the Products. Itron's current Support
Servloes contact and support hours are described In the "Itron Support Services Contaots" dooument (the "Contacts Document'),
which oan be obtained by catling (877) 487.6802, Consistent wllh Section 14 hereof, Customer will not use Support Services technical
representatives In lieu of having qualified and tralned support personnel of Its own.
b. Field Support.
Upon mutual agreement of the Parties, Itron will dispatch support personnel to Customer's looallon to provide technical support. Such
support will bo billed at Itron's then -current hourly rates (with reasonable travel and living expenses Invoiced at Itron's cost) unless the
cause of the reported problem Is found to be the fault of /iron.
c. Customer Coordinators and Service Requests.
Customer will Identify no more Than 2 supervisory level employees (each a "Customer Coordinator") for oaoh Itron product line, as
identified In the Contacts Document, to serve as administrative liaisons to Itron for all matters pertaining to the Maintenance Services
for such product line, Customer Coordinators shall report problems with Software or Equipment (each suoh report, a "Service
Request) as soon as practicable for entry into Itron's support tracking system. Before a Customer Coordinator Interfaces with !Iron, he
or she will attend training sessions offered by !Iron to ensure that he or she Is (a) knowledgeable about the operation of the Products,
and (b) qualified to perform problem determination and remedial functions with respect to the Products, Such training sessions will be
at Itron's then -current rates. Customer will be solely responsible for all travel and other expenses Incurred In connection with such
training sessions. If !Iron notifies Customer that additional training Is necessary, Customer will promptly ensure that all applicable
employees and/or Customer Coordinators receive suoh training.
2. Software Maintenance
a. Definitions,
"Error" means a failure of the ltron Software to substantially comply with the applicable published Itron specifications.
"Fb?' means a correction of an Error, Including a work -around, in order for the Itron Software to function In accordance with the
appiloeble published liron specifications.
Improvement moans an update, rnodiflcation, enhancement, extension, new version (regardless of name or number), new module, or
other change to the ltron Software that Is developed or elherwlse provided by Itron.
"Itron Software" means Software Identified on Attachment A as "Itron Software,"
"Software Release" means a collection of Fixes or improvements made available to Itron customers (either via physical media or
download access).
b. Fixes.
/Iron shall make commercially reasonable elforts to provide Fixes for Errors identified In a Service Request in accordance with the
Response Time, Effort Level, and Escalation Path guidelines (together, the "Service Levels') outlined below for the applicable Severity
Levels identified therein. Ikon's obligations with respect lo Service Levels are contingent upon Customer (I) devoting the same level of
effort to resolving the Error as Is required of liron, (11) responding to requests made by !Iron within the applicable Response Time, and
(III) assigning Its most qualified personnel to help Itron address the Error.
6,1'),('' z4• sl ,#cel•;[, , �r �;�1,�.;.'r
ITi` t
Severity Level 1. An Error for which there
Is no work -around that causes the Software
to be unavallabte.
e.
Itron will respond to the Service
Request within 4 business hours of
receipt and will update Customer al
three hour Intervals each day for
unresolved Servide Requests, or as
otherwise agreed by the Parties.
Customer will respond to an itron
Inquiry or request within three hours.
Itron will haus technical analysts make diligent efforts on a 24x7
basis% or as otherwise agreed by the Parks. A Service
Request shall be escalated to ilron'a Call Center Manager It a
Flx is nol provided within 1 business day of Itron'e recolpt of a
Service Request.
'24X7 support for Severity Level 1 Errors Is not avallebie for
!Iron Meter and Distribution products as outlined In Attachment
B,
Ikon Maintenance Agreement — Version 07.07.2010 Page 1
itron & Customer Confidential
Lodi, Clly of, CA - Maintenance Agreement 012412.docx
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e. lnteroperab!llfy.
Itron makes no representation or warranty regarding the ability of the Itron Software to Interoperate with third party hardware or
software other than software or hardware Identified as compatible with the Ilion Software in Itron's published documentation for such
!Iron Software (the "Documentation").
f. Documentation and Software Library.
Itron will make an elsctronle copy of the Documentation avaftabte to Customer at no additional charge via physical media or download
access, Itron will maintain a copy of fls most recent supported version of the executable Itron Software to be made available to
Customer as necessary In the event of corrupted or inoperative Itron Software.
Restoring Software to Maintenance Services.
If Customer declines Maintenance Services after the end of warranty or discontinues Maintenance Services for any Ilran Software, and
thereafter wishes to resume Maintenance Services for the most recent Release of such Itron Software, Customer shall, prior to
receiving such Maintenance Services, notify Ilron in writing of Its request for Maintenance Services and pay !Iron's then -current re-
initiation fee.
h. Exclusions.
!iron shall have no obllgalion lo Customer to the extent any Itron Software le adversely affected by: (I) use of the ltron Software In
combination with other software, equipment or oornmunlcallons networks that are not referenced in the Documentation; (11) any
modification to the software or operating environment that is made other than through the fault of Itron, after the Effective Date; (til) the
use of a version of the Itron Software That Is not supported by Itron; (iv) Customer's failure to Implement a Fix provided by Oran; (v) the
operation or maintenance of the Itron Software other than through the fault of itron; (vi) viruses Introduced through no fault of !iron; (vii)
use of the 'iron Software other than as permitted by liron; or (vili) Customer's failure to perform Customer responsibllitles In accordance
with this Agreement,
1. Customer Responsibilities.
i. Remote Communications.
Customer will obtain, install, operate, and maintain remote communications software and equipment in a manner that will allow for
remote access to the Software. Customer will make such remote access available to !iron representatives, as necessary, for remote
diagnosis and troubleshooting of the Software,
II, System Configuration and Administration.
Customer will ensure that its equipment, operating system, and data communications environment associated with the Software Is
oon1 pured, operated, and maintained In accordance with the Dooumontation and any applicable third party documentation, These
administrative activities shall include but not be limited to: checking audit logs, clearing discovered exceptions, and performing daily,
weekly, and monthly operational tasks and system responsibilities, Customer will consult with !iron prier to making changes that may
affect the operation of the Software.
Ifl, Network Administration.
Customer will monitor and maintain, repair, replace and upgrade Its tooai, and wide area network components (if any)—including
network servers, network clients, network hubs, routers, modems, and other software components necessary for efficient and reliable
network operations associated wilh the Software—to ensure continued conformance with the Documentation. In addition, Customer
will administer related host names, Internet Protocol addresses, network Interlaces, access, seourity, communications, and equipment
and software version control.
iv. Database Administration.
Customer will administer the agreed upon databases) associated with the Softwaro, including hardware and software components, in
accordance with the Documentation or any applicable third party documentation, which administration shall include, monitoring the
database server, backing up electrical power sources, and oonliguring and administering of database schema, application interfaces,
networking operating system, aommunloatlons, and file transfer software, Customer will maintain database fifes (e,g,, truncate,
cleanup, and delete ilfos consistent wllh industry standard practices) and perform regular data backup and data archiving,
v. Data Review,
If Itron determines that it Is necessary to evaluate Customer data In order to reproduce error conditions not reproducible with itron's
standard test data sets, Customer will provide itron with access to such data. limn will manage such data In a secure mariner while in
use and delete the data from Itron systems upon completion of the investigation. Itron shall not be liable for any delay or failure to
resolve the problem If access to such production data Is denied to Itron.
3. Equipment Maintenance
a. Preventive and Corrective Maintenance.
Upon receipt of an item of llron Equipment (defined below) for which Customer has subscribed to receive Maintenance Services
("Covered Equipment'), Itron shall (1) perform the preventive Malntenanoe Services that it determines Is reasonably neoessary to
maintain such Equipment In Operational Condition (defined below), and (11) diagnose and correct any failure in such Equipment as
necessary to meet Operational Condition (excluding minor cosmetic deficiencies such as blemishes, dents or scratches). The term
"irron Equipment' refers to Equipment Identified on Attachment A as "Itron Equipment." The term "Operating Condition" means
capable of performance in accordance with I'ron's published speoiltcatfons.
b. Maintenance Procedures.
Customer shall Initiate a request for Maintenanoo Services for an Item of itron Equipment by delivering the item to the applicable Itron
address identified on the Itron Equipment Repair Table (the "Repair Table"), which can be obtained by calling (077) 967.6602, at
Ilion Maintenance Agreement —Version 07.07.2010l age 3 Itron & Customer Confidential
Lodi, Clly of, CA - Maintenance Agreement 012112,doox
Customer's expense and in accordance with the applicable return material authorization procedure. Upon receipt of an item of liron
Equipment with the required information, itron shall assess the Item to determine whether 11 is Covered Equipment and whether the
maintenance requested Is included within the Maintenance Services and not otherwise excluded from coverage as provided herein. If
the Item of itron Equipment is Covered Equipment and the maintenance requested Is included In the Maintenance Services, Iiron shall
provlda the applicable Maintenance Services and shall make commercially reasonable eftoris 10 return the Item of liron Equipment to
Customer at ltron's expense within the appiloable turnaround Identified on the Repair Table. liron Equipment That is nol Covered
Equipment or maintenance or support that Is requested but not Included in the Maintenance Services shall be addressed as described
in Section 3.d hereof.
O. Exclusions.
The Equipment Maintenance Services described herein do not Include repairs related to:
Damage due to external causes, Including accident, abuse, nnlsuse, Inadequalo maintenance, problems with
electrical power, acts of Goat; usage not In accordance with produce instructions or In a configurallon not approved by !iron;
11. Service (Including Installation or de-Installation) not performed or authorized by Itron;
111. Use of parts, configurations or repair depots not certified by Itron;
Iv. Customer's failure to perform Customer responsibilities In accordance with this Agreement, Including caring
for Products In accordance with user documentation; or
v. Products for which Itron has discontinued Maintenance Services pursuant to Section 5 hereol.
d. Estimation Fees
liron will provide Customer with a price quote for the estimated cosi, Including labor, materials and shipping, for any repairs that are
requested but not Included In the Maintenance Services (whether because the item of equipment Is not covered by Maintenance
Services or because the nature of the repair Is not Included In Maintenance Services), 11 Customer elects to have itron proceed with the
requested maintenance on any such item, 'Iron shall provide such services al Its then-current rates. If Cuslorner eleate not to prooeed
with the requested repair, Itron will return the item of equipment at Customer's expense. Itron may charge Customer Its then-current
handling, Inspection and shipping foes for any suoh returned equipment.
e. Adding/Restoring Equlpmenl to Maintenance Services.
Following the Effective Data, additional Itron Equipment purchased by Customer, of a similar type end model already covered by
Maintenance Services, shall automatically be doomed to be Covered Equipment following expiration of the warranty for such
Equipment. if Customer declines Equipment coverago alter the end of warranty or If Customer discontinues Maintenance Services for
any Covered Equipment, and thereafter wishes to add such equipment as Covered Equipment, itron may, prior to such equipment
being lnoludod as Covered Equipment, (i) helped such equipment at Its then-curled rates to determine whether ft is in Operating
Condition andeor (II) chargo Its then-currant re-certifioatlon fee, In addition 10 the Equipment's first term maintenance lee.
f. Customer Responsibilities.
!Iron shall make available, and Customer shall obtain, a copy of itron's user documentation for Items of Covered Equipment and
Cueiomer shall perform regular preventive maintenance for each suoh item in accordance with such documentation. Customer shall
also keep accurate records cl Equipment serial numbers and locations to assist Itron with the Maintenance Services.
g. Loaner Equlpmenl Program.
Subject to the requirements below, Itron shall snake commercially reasonable efforts to provide Customer with a Mobile Collector or
Handheld unit, as applicable, for the Customer 10 use (00011 an Item of "Loaned Equipment') while a Mobile Collector or Handheld
unit, as applloable, That Is Covered Equipment Is receiving Maintenance Services. !Iron shall provide Loaned Equipment if all the
following criteria are satisfied:
i. Customer has maintained an Inventory of spare Mobile Collectors ar Handheld units equal to at least 10
percent of the number of Mobile Collectors or Handheld units deployed in Customer's service territory (with at least one Mobile
Collector) and such inventory has been depleted;
11. !Iron has provided preventive Maintenance Services for each of Customer's Mobile Collectors ar Handheld
Devices (as applicable) that are Covered Equlpmenl In the 12•montli period prior to Customer's request for Loaned Equipment; and
iIL
limn Is unable to return the Mobile Collector ar Handheld Devices, as applicable, receiving Maintenance
Services within the applicable turnaround time sot forth on Attachment A.
Iv. Loaned Equipment will remain the property of !Iron and shall be returned to Itron promptly upon receipt of
the corresponding item of Itron Equipment. For Loaned Equlpmenl that Is not returned within 14 days Irom shipment of the
corresponding item of itron equipment, ikon may charge a tato fee equal to 10 percent of the then-current ilst price for the item of
Loaned Equipment for each SO day period during which the Item of Loaned Equipment remains unrelurned. liron shall pay the cost of
delivering Loaned Equipment to Customer and Cueiomer shall pay the cost of returning Loaned Equlpmenl to Iiron.
4. Compensation and Payment
a. Definitions
"Annual Adjustment' means itron's standard price increase.
"Annual Fee' means the annual fee eat forth on Attachment A hereto for each category of Products Identilied thereon plus the Annual
Adjustment, II any. The Annual Fee for Malntenanoe Sorvloes to be provided for any partial Maintenance Year (i.e., for Products with a
Maintenance Commencement Date that falls after the beginning of the Maintenance Year) sttaii be prorated based on the appifoabfe
number of months Customer Is to receive Maintenance Services during such Maintenance Year.
Itron Maintenance Agreement — Verelon 07.07,2010Page 4 Itron & Customer Confidential
Lodi, City of, CA - Maintenance Agreement 012412.daox
"Malntenance Commencement Date" means the dale for commencement of the Maintenance Services for a Product identified on
Attachment A hereto.
"Malntenance Yea? means any period of 1 year during the Term beginning on the Effective Date or any anniversary thereof
b. Compensation and invoicing,
As compensation for the Malntenance Services, Customer shall, in advance, pay to ltron the Annual Fee for each Malntenance Year in
which it reoelves Maintenance Servioos. ltron shall invoice Customer for Maintenance Services to be provided during the first
Maintenance Year as soon as practicable fallowing the Effective Date. For Maintenance Services provided during any subsequent
Malntenance Year, Including Malntenance Services for newly purchased Products, Itron shall provide Customer with a renewal notice at
least 100 days prior In the commencement of each Maintenance Year. Customer may discontinue Maintenance Services for a Product
by providing niton with written notloe of nonrenewal for such Product no less than 00 days prior to the commencement of any
subsequent Malntenance Year. Approximately 20 days prior to the commencement of any subsequent Malntenance Year, !Iron shall
provide Customer with an Invoice for the Annual Fee payable by Customer for the forthcoming Maintenance Year. Itron may, In Its
discretion, lnvolce.Gustomer for Malntenance San/lees for a Product that is added during the course of any Maintenance Year as soon
as such Product has been added or at the beginning of the next Malntenance Year.
c. Payment.
Invoices will bo due and payable an days following the date of Invoice. For Invoices not paid within 30 days of the Invoice date, In
addition to other remedies to which liron may be entitled, Itron may charge Customer a late fee of 1 percent per month applied against
undisputed overdue amounts. Customer shall else be responsible for oolleotion posts associated Vie late payment, If any, Including
reasonable attorneys' fees. Fees paid pursuant to this Maintenance Agreement, Including ilia Annual Fee, do not Include taxes.
Customer will be responsible for and pay all applicable sales, use, excise, value-added and other taxes assoolatod with the provision of
the Maintenance Services, excluding taxes on Itron's income generally. No endorsement or statement on any check or payment or In
arty letter accompanying a check or payment or elsewhere shall be construed as an accord or saliaiacllon, Customer shall pay all
amounts due under this Agreement in lawful money of the United States, unless otherwise provided In Aliachmeni A.
5. Term and Termination
a. Term.
The term of this Maintenance Agreement ("Term") shall commence upon the Effective Date and shall continue unless and until
terminated in accordance with this Section,
b. Termination.
Either party may terminate this Malntenance Agreement olfective as of the end of any Malntenance Year by giving the other Party
written notice of termination al least 00 days prior to the end of such Malntenance Year. If either Party commits a material breach el or
default under this Maintenance Agreement or any agreement between the Parties related to this Maintenance Agreement, then the
other Party may give such Party written notice of the broach or default (Including, but not necessarily limited to, a statement of the facts
relating 10 the breach or default, the provisions oI this Malntenance Agreement that are in breach or default and the action required to
cure the breach or default) and, at the notifying Party's election, this Malntenance Agreement shall terminate pursuant to this Suellen If
the breach or default is not cured within ao days after receipt of notice (or such later date as may be specilled in the notice).
o. Effect of Termination.
(iron shall not be obligated to provide any Maintenance Services after the end of the Term. If either Party terminates the Malntenance
Agreement for a reason other than a termination for breach or default or If Itron terminates Malntenance Services for ane or more
Products, Customer shall be entitled to a prorated refund of the Annual Fee.
d. End of Support.
Itron may discontinue Maintenance Services for any Equipment or Software, efrootive as of the end of the current Maintenance Year, by
giving han 00
a
Customer
, !Iron may eloot to op provide custom support for productstice of such discontinuance rio less which Mprior aintenance Servl es ha a been adle ontinued atnance Year. tItr
rrequesto i s then -
current rates.
e. Survival
Any Simeon of this Maintenance Agreement, which by Its nature Is Intended to survive termination or expiration, shall survive the
termination or expiration of this Malntenance Agreement.
6. Miscellaneous
a, Disclaimer of Warranties.
EXCEPT AS EXPRESSLY SET FORTH IN THIS MAINTENANCE AGREEMENT, ITRON DISCLAIMS ALL EXPRESS OR IMPLIED
WARRANTIES, CONDITIONS, OR REPRESENTATIONS INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND ANY IMPLIED WARRANTY. ARISING OUT OF ANY
COURSE OF PERFORMANCE, COURSE OF DEALING Old USAGE OR TRADE PRACTICE.
b. No Consequential Damages.
NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, IN NO EVENT WILL ITRON BE LIABLE UNDER ANY
CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR COVER 011 FOR ANY
INCIDENTAL,
R PROFITS) SPECIAL,1P ARY DAMAG S, EVEN IF ICONSEQUENTIAL ITRON HAS BEEN ADVISED OF THE POSSIBIG LOSS OR CORRUPTION OF DATA OH LITY OF SUCH DAMAGES. SAVINGSSS OF REVENUE,
Itron Malntenance Agreement- Version 07.07.2010 Page 6 Itron & Cuelamer Conlldenlial
Lodi, City ol, CA - Maintenance Agreement 012412,dcox
c. Limitation of Liability.
NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, THE AGGREGATE LIABILITY OF ITRON AND ITS
AFFILIATES AND ITS AND THEIR OFFICERS, DIRECTORS, EMPLOYEES OR OTHER REPRESENTATIVES, ARISING IN ANY
WAY IN CONNECTION WITH THIS MAINTENANCE AGREEMENT -WHETHER UNDER CONTRACT LAW, TORT LAW,
WARRANTY OR OTHERWISE—SHALL NOT EXCEED THE TOTAL AMOUNT PAID BY CUSTOMER UNDER THIS MAINTENANCE
AGREEMENT DURING THE MAINTENANCE YEAR IN WHICH THE CAUSE OF ACTION GIVING RISE TO THE LIABILITY AROSE.
d. Exoused Performance.
Itron shall not be liable for, or be considered to be in breach of or default under, this Maintenance Agroornent on mum int of any delay
or failure to perform as required by this Maintenance Agreement as a result of any cause or condition beyond Itron's reasonable control.
o. Notices.
Any notice required or permitted under this Maintenance Agreement or required by law must be in writing and must be delivered in
person, by facsimile, by certified mail (retum receipt requested). or by a nationally recognized overnight service with all freight charges
prepaid, lo the address set forth on the signature page hereto. Notices will be deemed to have bean given at the lime of actual
delivory, 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. Notwithstanding the
foregoing, notice of renewal or nonrenewal of Maintenance Services shall be sant to the email or other address set forth on the
signature page hereto.
f. Assignment.
Customer may not assign or transfer its interests, rights or obligations under this Maintenance 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 Maintenance Agreement by Customer shall be null and void.
g. Nonwalver.
Any failure by either Party to insist upon or enforce performance by the other Party of any of the provisions of this Maintenance
Agreement or to exercise any rights or remedies under this Maintenance Agreement or otherwise by law shall not be construed as a
waiver or relinquishment to any extent of such Party's right to assert or rely upon any such provision, right or remedy in that or any other
Instance; rather the provision, right or remedy shall be and remain In full force and effect.
h. Governing Law.
This Maintenance 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.
1. Confidentiality.
With respect to any information supplied in connection with this Maintenance 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 tho confidential information In a reasonable and appropriate manner, and to use and reproduce tho confidential
information only as necessary to perform its obligations under this Maintenance Agreement and for no other purpose. Tho obligations
In this Section will not apply to information that Is: (I) publicly known; (Ii) eiroady known to the recipient; (iii) lawfully disclosed by a third
party; (1v) independently developed; or (v) disclosed pursuant to a legal requirement or order. The recipient may disclose the
confidential inlormatfon 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.
Intellectual Property.
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 in connection with the Maintenance Services are and will remain the exclusive property of
Itron. Any modification or Improvement to an Itron product or deliverable that Is basad on Customer's feedback shall be the exclusive
property of Itron. Customer will not take any action that jeopardizes Ikon'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 Maintenance Agreement.
k. Entire Agreement.
This Maintenance Agreement constitutes the entire agreement between the Parties with respect to Its subject matter and supersedes
any and all prior agreements between Itron and Customer related to the Maintenance Services and other Items furnished under this
Maintenance Agreement. No amendment, modification or waiver of any of the provisions of this Maintenance Agreement shall be valid
unless set forth in a written instrument signed by the Party to be bound thereby.
[Signature Page Follows]
Itron Maintenance Agreement — Version 07.07.2010 Page 6 Bron & Customer Confidential
Lodi City of CA - Maintenance Agreement 08 2012
Agreed to and Accepted bv:
Customer: City of Lodi, California
Signature:
Print name:
`-- "r /rG h/d►'A—s a r rL
8/029/ 020/
Title:
Date:
Billing Contact Information
Name:
&75/ 024 Lod,.
Address; c cc / w • P/ fie.. L 7AJto
/ d t, (1/r) .95':a2 `f o
Phone: (&ci) .333 - 76 -
Email: . .Sande 1))-3 &7
Renewal Notice Contact Information
Name; ; Ai 190
Address:
Phone;
Email:
Purchase Order Number:
ohauciviil 80 to k4161.
Itron, Inc.
Signature;
Print name:
Title:
Date:
Address:
CFRAlsII A. HIITISHlW
vies President- Plnanae
Itron, Inc.
Itron, Ino.
Attention: General Counsel
2111 North Molter Road
Liberty Lake, WA 89018
(Signature Page to Maintenance Agreement)
fir_ T irglbi-,i,
City Clerk
Itron Maintenance Agreement — Version 07,07.2010 Page 7 Itron & Customer Confidential
Lodi, Cily o1, CA - Maintenance Agreement 012412.docx
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Attachment B:
Itron Support Services Contacts Document
OMNI Address
Mater Data Colleollon Support
2111 N Molter Rd
Liberty Lake, WA 99019
USA
Contact Information
Supported Products
Hours: Sam —spm PST, M•F
Phone: 877.487.6602
Fax: 509891.3553
Email: fiupIwr1Cn+llrnp.COI])
Manager: pri0.mgrrlch €Ir4ttartt
Website: hilitlsuanort,[gyn,cum
AMR, ERTS, OpenWay, PI -4, Water Save Source,
Choice Connect, MVRS, Viona, Handhelds, Mobile
Collectors, Data Collection Service, Service Llys,
Endpolnt-Link, Mlogonllne, Dlglnorr, Zcorr, DI.D,
Water Watch
Motor Data Management
Billing Software
4401 Bland Rd
Raleigh, NC 27609
USA
&
Hours: Tem --spm EST, M -F
Phone: 877.487.6602
Fax: 919.876.8980
Small: pp ttifiren.coin
Manager: tiave,allland@ltroman]
Webslte: hri0h 11021Itron.com
IEE MDM, IEE 0&I Customer Care version 7.0 &
higher, IEE Muss Market Customer Care 7.0 &
Higher, Revenue Protection Sulle, MV -90 (xi), MV -
WEB, MV -STAR, MV -PISS, MVO' (11)/MVP
Distribution Solutions
2111 N Molter Rd
Liberty Lake, WA 99019
USA
Muter Data Analysis
Presentation Software
1111 Broadway, Suite 1800
Oakland, CA
USA
-kIectrIcIty Meter Products
313 N Highway 11
West Unlon, SC 29896
USA
Hours: lam —5prn PST, M•F
Phone: 077.487.6602
Fax: 609.928.2681
Email: sprxsrtaron.crtn
Manager: dalhv.mheeOIlion.corrt
Website: NW/support liren.com
LD -Pro, LD•Fleid, LD-StrudureCetc, LD-Gsosel
Manager, LO-Treslc,TLCADDDietributinn Design
Studio, Dlelrlbullon Asset Analysis, D1striibulfon
Stoker, GIS View Modules, CEPS Modules, other
analysis Modules
Hours: Bam — 6pm PST, M•F
Phone: 877.487,6602
Fax: 510.749.0823
Emall: sugnortailiron.cOn
Manager: flnnpoganailtrpn,cam
Webslle: I o:l/auunon,lrron,cont
Hours: Oam •-6:OOprn EST, M -F
Phone: 877.487.6602
Fax: 864.638.4950
Email: auppertPilion.corn
Manager: hathv.creuseOltran.Cairl
Website; Iltio Jleu coert.tl reacom
C&I Curtailment Manager, IEE C&I Cuelomer Caro
version 6.x & prior, Mass Market Customer Care
PC•PRO+ Advanced Suite (Incl. Data Manager,
Comm. Manager, Fleld•Prc, Shop -Pro, HH -Pro, PC-
PROr• Viowa) MeterKey, Energy Audit, OpenWay
Toole (Incl. Fleki.Pro, Shop Manager). Meters:
SEN IINEL, CENTRON, CENTRON Polyphase,
OpenWay CENTRON / CENTRON Polyphase,
Transformers, DATA STAR, VEC1FHON, FULCRUM,
QUANTUM Q100 / 810
Energy Forecasting & Load
Research
11236 El Camino Real
San Diego, CA 92130
USA
Houle: Oam — 6pm PST, M -F
Phone: 800.765.9885
Fax: 858.724.2690
Email: me rixnd@liren,cont
)rs@ilrnn.com
Manager: haelimonfoiteakre Lem)
Website le nol available at this lime
Energy Forecasting & Load
Research
Boston, MA
USA
Hours: Gam-6pm EST, M -F
Phone: 617.423.7660
Fax: 850.724.2690
Email: malhxedeIlnw,Conl
1re{nVron,com
Manager: trunk nontorteMitvr.cvm
Website is not available at this time
!Iron Australasia
Level 5, 33 Erskine 81
Sydney,
Australia
Hours: 8,30am—5,30pm AEST M -F
Phone: 1 800 246 377 (free within Aust)
+61 2 9299 5744
Fax: +61 2 9298 6995
Email: sumtevetralia@ltron.co:rt
Manager:OW len,t)ellWltfenGln
Website le not available at This time
MeldxND, MelrixiDR, MetrixLT, ForeoaetManager,
Load Research System
MetdxND, MettlxIDR, MotrixLT, ForeoaelManager,
Load Research System
AMR, ERTS, MVRS, FC200, MV -900q, IEE MDM,
MVLT(xi) / MVP
!Iron Maintenance Agreement — Version 07.07.2010 Page 9 !Iron & Cuetomer Confidential
Lodi, City of, CA - Maintenance Agreement 012412,doox
'limn US Gas Mater & Regulator
Products
970 Highway 127 North
Owenton, KY 40369
USA
Hours: 7:30 am — 4:00pm EST, M -F
Phone: 800.490.0657
Fax: 502-484.8223
Email: supnori@liroltcorn
Manager: nanov.drlendrlttran.com
Website: Jyttn:dsupnorLltrorrcprn
Residential and Commercial Gas Meters:
MLTRlS 260, MEM FM and METRO Remote
afb 40014, r37GA, 000A, 1000A,
Disconnect i }'
Callus CBI Gas Meters
Regs Regulators: Service & d Reguladustrial orsApand
Regulators, Constant -Loaded Regulators and High
Pressure Regulators.
Bron US Water & Liquid
Hours: Sam—spm EST, M.F
Measurement Meters
Phone: 077.407.6602
1310 Emerald Road
Fax: 800.833.8971
FLOSTAR, MULTIMAG, WCI.TEX, REFINED
FUELS ML1ER , INDUSTRIAL METERS, MASS
Greenwood, SC 28646
Email: sunAgiJ lrai�.cor0
FLOW METERS, ELECTRONIC REGISTERS,
Manager: jobarLdlligrdCallron.corn
Website:
USA
MECHNICAL REGISTERS,
J p:/Av w tontuneflowmetercomlcynlncl.htre
Web Support: limn provides customers with an Interactive support website. Customers using the support website can; Enter new,
monllor, and Interact with their own Service Requests while being supported by !iron Support Services. Customers using the support
website can sign up for login credentials. Once verified, those credentials will provide access to the site to download product
information and product updates for Itron products the Customer has purchased arid for which they have current entitlement rights.
Web and Email Hours: Itron response to Emalls and to Web contact Is provided during stated weekday business hours.
After Hours Support: intended for Severity 1 (one) issues only, Customers may call outside the noted Phono Support hours listed
above If they have the Atter Hours .support option through !heir License / Maintenance Agreements. Customers requesting After Hours
Support will be checked against their maintenance entitlements for supped verlflcatlon purposes. Thu standard Support Service phone
numbers and menu options are applicable for After Hours support requests.
After Hours Exempt, liron'e Meter Product groups (Electricity, Gas, Liquid), 'Iron's Energy Forecasting & Load Research (both
locations) and !Iron's Distribution product proupe are exempt and do not provide atter hours support at this time. Customers may leave
voice malls or e-mails at any time. Itron w1II return calls the morning of tho nuxt business day. Please see !Iron's Holiday List lor
additional support hour exemptions (Itron Access Website).
Itron Maintenance Agreement —Version 07.07,2010
Page 10 Itron & Customer Confidential
Lodi, City of, OA - Maintenance Agreement 012412.doox
EXHIBIT C
jnsyrance Reaulrements for Contractor The Contractor shall take out and maintain during the life of this
Agreement, insurance coverage as listed below. These insurance policies shall protect Contractor and any
subcontractor performing work covered by this Agreement from claims for damages for personal injury, including
accidental death, as well as from claims for property damages, which may arise from Contractor's operations under
this Agreement, whether such operations be by Contractor, or by any subcontractor, or by anyone directly or
indirectly employed by either of them. The amount of such insurance shall be as follows:
1. COMPREHENSIVE GENERAL LIABILITY
$1,000,000 Each Occurrence
$2,000,000 General Aggregate
2. COMPREHENSIVE AUTOMOBILE LIABILITY
$1,000,000 Combined Single Limit
Such insurance shall cover liability arising out of any vehicle (including, o�+med, hired and non -hired vehicles)
operated in performing any and all services pursuant to this Agreement. Coverage shall be written on ISO form
CA 00 01 12 90, or a later version, that provides liability coverage at least as broad as this form.
3. ERRORS AND OMISSIONS 1 TECHNOLOGY
$1,000,000 Per Claim
$2,000,000 Annual Aggregate
Covering all acts, errors, omissions, negligence, network security and privacy risks, including but not limited to
unauthorized access, failure of security, breach of privacy perils, wrongful disclosure, collection, or other
negligence in the handling of confidential information, privacy perils, and includingcoverage for related regulatory
defense and penalties; data breach expenses, and payable whether incurred by City of Lodi or Contractor,
including but not limited to consumer notification, whether or not required by law, computer forensic investigations,
public relations and crisis management firm fees, credit file or identity monitoring or remediation services in the
performance of services for, or on behalf of, City of Lodi.
Such insurance shall be maintained in force at all times during the term of the agreement and provide an Extended
Reporting Period (ERP) for a period of one year thereafter, for services completed during the term of the
agreement.
All deductibles or self-insured retentions (SIR) must be disclosed to City's Risk Manager and shall not reduce the
limits of liability set forth hereinabove.
It is required that any available insurance proceeds broader than or in excess of the specified minimum insurance
coverage requirements and/or limits set forth above, shall be available to City as an additional insured. Furthermore, the
requirements for coverage and limits shall be (1) the minimum coverage and limits specified in these insurance
requirements; or (ii) the broader coverage and maximum limits of coverage of any insurance policy or proceeds available
to the Contractor; whichever is greater.
Contractor agrees and stipulates that any insurance coverage provided to the City of Lodi shall provide for a claims
period following termination of coverage which is at least consistent with the claims period or statutes of limitations found
in the California Tort Claims Act (California Government Code Section 810 et seq.).
A copy of the certificate(s) of insurance with the following endorsements shall be furnished to the City:
(a) Additional Named Insured Endorsement
Pursuant to a separate endorsement (ISO form CG 2010 (11/85) or a later version, that provides commercial
general liability coverage at least as broad as this form) 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 named insureds. An additional named insured endorsement is also required for Auto
Liability.
(b) Primary and Non -Contributory Insurance Endorsement
Additional Insurance coverage under the Contractor's commercial general liability and automobile liability policy
shall be "primary and non-contributory" and will not seek contribution from City's insurance or self-insurance and
shall be at least as broad as ISO form CG 20 01 04 13.
Page 1 I or 2 pages Risk: rev.08.28.2017
NOTE: (1) The street address of the CITY OF LODI must be shown along with (a) and (b) above: 221 West Pine
Street, Lodi, California, 95240; (2) The Insurance certificate must state, on its face or as an endorsement, a
description of the protect that it is insuring.
(c) Waiver of Subrogation
Include a waiver of subrogation against the City of Lodi, its elected and appointed boards, commissions, officers,
agents, employees, and volunteers. A waiver is required for General Liability and Auto Liability.
(d) Limits of Coverage
The limits of insurance coverage required may be satisfied by a combination of primary and umbrella or excess
insurance. Any umbrella or excess insurance of Contractor shalt contain, or be endorsed to contain, a provision
that such coverage shall also apply on a primary and non-contributory basis for the benefit of the City before the
City's own insurance or self-insurance shall be called upon to protect the City as a named insured.
(e) Severability of Interest Clause
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 under the Contractors commercial general liability and
automobile liability policies.
(f)
Notice of Cancellation or Change in Coverage. Endorsement
Commercial General Liability and Automobile policies may not be canceled nor the coverage reduced by the
company without 30 days' prior written notice of such cancellation or reduction in coverage to the Risk Manager,
City of Lodi, 221 West Pine St., Lodi, CA 95240.
(g) Continuity of Coverage
All policies shall be in effect on or before the first day of the Term of this Agreement. At least thirty (30) days prior
to the expiration of each insurance policy, Contractor shall furnish a certcate(s) showing that a new or extended
policy has been obtained which meets the minimum requirements of this Agreement. Contractor shall provide
proof of continuing insurance on at least an annual basis during the Term. If Contractor's insurance lapses or is
discontinued for any reason, Contractor shall immediately notify the City and immediately obtain replacement
insurance.
(h) Failure to Comply
If Contractor fails or refuses to obtain and maintain the required insurance, or falls to provide proof of coverage,
the City may obtain the insurance. Contractor shall reimburse the City for premiums paid, with interest on the
premium paid by the City at the maximum allowable legal rate then In effect in California. The City shall notify
Contractor of such payment of premiums within thirty (30) days of payment stating the amount paid, the name(s)
of the insurer(s), and rate of interest. Contractor shall pay such reimbursement and interest on the first (1st) day
of the month following the City's notice. Notwithstanding any other provision of this Agreement, If Contractor fails
or refuses to obtain or maintain insurance as required by this agreement, or fails to provide proof of insurance,
the City may terminate this Agreement upon such breach. Upon such termination, Contractor shall immediately
cease use of the Site or facilities and commence and diligently pursue the removal of any and all of Its personal
property from the site or facilities.
(i) Qualified Insurers)
All insurance required by the terms of this Agreement must be provided by insurers licensed to do business in the
State of California which are rated at least "A-, VI" by the AM Best Ratings Guide, and which are acceptable to
the Cary. Non -admitted surplus lines carriers may be accepted provided they are included on the most recent list
of California eligible surplus lines insurers (LESLI list) and otherwise meet City requirements.
Workers Compensation Insurance The Contractor shall take out and maintain during the life of this Agreement,
Worker's Compensation Insurance for all of Contractor's employees employed at the site of the project and, if any
work is sublet, Contractor shall require the subcontractor similarly to provide Worker's Compensation Insurance for all
of the tatter's employees unless such employees are covered by the protection afforded by the Contractor. In case
any class of employees engaged in hazardous work under this Agreement 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. A waiver of subrogation is required for workers
compensation Insurance. This policy may not be canceled nor the coverage reduced without 30 days' prior written
notice of such cancellation or reduction in coverage to the Risk Manager, City of Lodi, 221 West Pine St., Lodi, CA
95240.
NOTE: The City reserves the right to obtain a full certified copy of any insurance policy or endorsements
required. Failure to exercise this right shall not constitute a waiver of the City's right to exercise after the
effective date.
Page 2 1 of 2 pages
1
Risk: rev.08.28.2017
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
1
K:\WP\PROJECTS\WATER\Meters\Fixed Network\MASTERAgreementForConsultingServices,doc
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 or.` 1, 2011 and terminates upon
the completion of the Scope of Services or or,,C, . 31, 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).
2
K:\WP\PROJECTS\WATER\Meters\Fixed Network\MASTERAgreementForConsultingServices,doc
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 Payment
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 PROVISIONS
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
K:\WP\PROJECTS\WATER\Meters\Fixed Network\MASTERAgreementForConsullingServices.doc
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 Liability
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
4
K:\WP\PROJECTS\WATER\Meters\Fixed Network\MASTERAgreementForConsultingServices.doc
contract law, tort law, warranty or otherwise — shall not exceed (I), in the case of
CONSULTANT, the total amount paid by CITY under this agreement and (II), 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
5
K:\WP\PROJECTS\WATER\Meters\Fixed Network\MASTERAgreementForConsultingServices.doc
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 Employee 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.
6
IMP \PROJECTS\WATER\Meters\Fixed Network\MASTERAgreementForConsultingServices.doc
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 deemed 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
7
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CONSULTANT'S internal purposes. Upon CITY's request, CONSULTANT shall allow
CITY to inspect all such documents during CONSULTANT's 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.
ATTES
By
RANDI JOHL
CITY CLERK
CITY OF LODI, a municipal corporation
By
CITY MANAGER
APPROVED AS TO FORM:
D. STEPHEN SCHWABAUER, City Attorney CONSULTANT: Itron, Inc.
B(
y
Ja agdic
Deputy City Attorney
Attachments:
Exhibit A — Statement of Work
Exhibit B — Pricing Summary
Exhibit C — Insurance Requirements
By:
Its:
A4 VA1lJ-��
Steven M. Helmbrecht
Sr. Vice President & CFO
Itron, Inc.
8
K:\WP\PROJECTS\WATER\Meters\Fixed Network\MASTERAgreementForConsuliingServices.doc
/bran
Statement of Work
ChoiceConnect 100 Deployment
City of Lodi
Created By: Willie Burgess
Date: May 10, 2011
Version: 1.5
Exhibit A
Itron, Inc. Consulting & Managed Services Version 1.0
1
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 ltron will provide to
the Project.
Base Implementation
Phase
Component
Events/Activities
Hours
Define
Network Design Services
— Procure RP Clutter data and perform
initial Network Design
20
i
Deliver
Project Management for FN2,0 Implementation
— Preparation of project Plans, scope,
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
56
Fixed Network Design Services and Network Software Install & Configuration
Statement of Work
2 of 9
Company Confidential
ltron, Inc
Consulting & Managed Services
Vision 1.0
Design
System Implementation
- Project Manager oversight of system
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
120
Build
Installation and Functional Testing
Project Manager oversight of
software installation activities.
- Network Software iinstallation and
configuration
- System functional testing
- Integration development assistance
- End to end system testing assistance
114
Build
Network Software Configuration
— Assist with creation of XML
documents to configure entities in
Network Software
30
Deploy/
Operate
ChoiceConnect - To Be Performed by Lodi
— Network Installation
— Meter Installation
— Performance Monitoring
— Field Investigations - perform meter
TBD
Deploy/
Operate
Performance Monitoring
— Back Office Project Manager
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
144
Fixed Network Design Services and Network Software Install z Configuration
Statement of Work
3 of 9
Company Confidential
Itron, Inc.
Consulting & 1\4a Waged Services
Veision 1 ll
Deploy /
Operate
System Mitigation / Field Engineering Support
--- Back Office Project Manager provide
Project Oversight for mitigation to
be performed after System
Deployment
— Weekly review and reporting of
project progress
— Field Engineering on-site support
during mitigation
— Audit CCU Installations (as
perforated by Lodi) to ensure proper
connectivity and installation
360
Transfer
Network Software Preparation and Delivery
— Final Product Configuration Design
— System Administration
— End User
60
Transfer
Transition to Customer Support
— Lessons Learned
— Document preparation for transfer
to Itron Support
— Transition to support
— Project Close
28
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 of the project to the Fixed Network system. This will
include VPN (or equivalent) access to the system as agreed upon between Lodi and Itron.
Fixed Network Design Services and Network Software Install tr Configuration
Statement of Work
4 af 9
Company Confidential
[Iron, Inc.
Consulting & Ivlanaged 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 established by Lodi prior to Network
Software installation.
10.
Billing interface to existing MVRS system will be provide via Billing Gateway functionality.
11.
Network Software testing and training activities will occur upon completion of at least one collector
installation and population of reading data in the Fixed Network database.
12.
Integrations to Network Software will be accomplished using 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 12 months 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 ltron Change Control Process.
Pixed Network l:/esign Services and Network Software Install Sr Configuration 5 of 9
Company Confidential
Statement of Work
Itron, Inc. Consulting & Managed Services version 1.0
3
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
$25,350,00
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 of 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 Design Services and Network Software Install & Configuration 6 of 9
Statement of lVork
Company Confidential
ltron, Inc.
Consulting S: Managed Services Vei,sion 1.0
Payment terms are net 30. If Lodi issues a purchase order for any specific Services, the terms of this SOW
shall govern ltron's performance of such Services and will supersede any terms contained in Lodi's
purchase orders.
Additionally, optional Field Engineering Services are available at $1 90/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
Lodl
,
Billing Contact Name
Billing Contact Phone # (s)
Billing Contact Email Address
Billing Address
Special Billing Requirements?
PO #
Fixed Network Design Services and Network Software Install &r Configuration 7 of 9
Statement of Work Company Confidential
Ilron, Inc. Consulting 6z Ivfai ged Services Version 1.0
Change Control Process
A Project change order (Change Order) will be the vehicle for communicating 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.
Fixed Network DeignServIces and Network Software Install & Configuration a or 9
Statement of Work Company Confidential
[Iron, Inc. Consulting & Aianaged Services Version 1.0
4
Agreement
Lodi agrees to these terms and authorizes commencement of the Project described in this SOW.
City of Lodi
ItronInc.
/ 1114 -
Authorized Signature Authorized Signature
Yruid6A-
Printed Name Printed Name Steven M. Helmbrecht
Sr. Vice President & CFO
Itoon, Inc.
Title Title
Date Date
Fixed Network Design Services and Network Software Install & Configuration
Statement of Work Company Confidential
City Clerk
9 of 9
Itrvn
Electric / Gas / Wafer
Information collection, analysis and application
2111 N, Molter Rd,
Liberty Lake, WA 99019
fax: 666.767-6910
wvyw.iiron.cont
CA111=11 L
)tem Part Number
City of Lodi
May 11, 2011
Based on BMR11926511 Ver3 May
Description Qty Unit Price Extended Price Notes
Professional Services
2 Services
3 Services
Fixed Network Professional Services $147,300.00 (1-3)
Includes Propagation Study, Project Management & Field Engineering
Fixed Network Head End Installation and Training $47,120.00 (1-3)
Water and Electric Level 1 Software Only
Professional Services Total $194,420.00
System Discount
Total
Estimated Travel & Expenses
(5)
$154,220.00
$25,350,00 (4)
Notes arse Assumptions
(1) Itron's professional services 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 installation of CCU's
Itron assumes that Customer's infrastructure (light poles and arms) will be used for mounting CCU's and repeaters.
(2) Itron can provide pricing for site acquisition, lease negotiation, legal fees, environmental studies, site engineering, structural studies, and permits for
any non-utility sites, The utility shall be responsible for any ongoing lease fees for 3rd party sites
Itron assumes thatCustomer is responsible for installing CCUs, endpoints, including any work management system to track such Installations.
Travel expenses have been estimated above but will be billed based on actual.
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.
Hardware will be provided by General Pacific. Software, Professional Services and Hosting Services will be provided by Itron.
General Pacific is Itron's sole electricity distributor for Northern California,
(3)
(4)
(5)
(6)
Confidential
EXHIBIT C
Insurance Requirements for Consultant The Consultant shall take out 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:
1. COMPREHENSIVE GENERAL LIABILITY
$2,000,000 Ea. Occurrence
$4,000,000 Aggregate
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 ERRORS AND OMISSIONS
Not less than $50,000 per Claim./$1,000,000 Aggregate. Certificate of Insurance only required.
NOTE: Contractor agrees and stipulates that any insurance coverage provided to the City of Lodi shall provide for a
claims period following termination of coverage which is at least consistent with the claims period or statutes of
limitations found in the California Tort 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 included with Contractor's certificates.)
(b) Primary Insurance Endorsement
Such insurance as is afforded by the endorsement for 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) $everabillty Qf Interest Clause
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 thls contract, Worker's
Compensation Insurance for all of Contractor's employees employed at the site of the project and, if any work is
sublet, Contractor shall 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 under this 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.
RESOLUTION NO. 2019-11
A RESOLUTION OF THE LODI CITY COUNCIL AUTHORIZING
THE CITY MANAGER TO EXECUTE STATEMENT OF WORK
WITH ITRON, INC., OF LAKE LIBERTY, WASHINGTON, FOR
THE UPGRADE OF THE ITRON CHOICE -CONNECT FIXED
NETWORK SOFTWARE
WHEREAS, the City currently uses Itron Choice -Connect fixed network software version
4.1 to connect and collect data from water and electric meters equipped with encoded receiver
transmitters (ERT's) which is the endpoint element of the City's automated meter reading
system. The system has not been upgraded since 2011, when the current version software was
installed, and the current version is no longer supported by the vendor; and
WHEREAS, the most recent version of Choice -Connect fixed network, version 5.4, gives
the City the ability to move the software platform to an updated server, giving greater stability,
reliability, and ongoing vendor support. The system also delivers an improved network
communication engine which improves communication protocols between collectors, repeaters,
and end-points; and
WHEREAS, Itron is currently contracted with City to maintain the City's fixed network
software system. Itron will be tasked to upgrade the fixed network software and manage
reprogramming of the repeaters as needed to deploy the system upgrade; and
WHEREAS, staff recommends Council authorize the City Manager to execute
Statement of Work with Itron, Inc., for the upgrade of the ChoiceConnect fixed network
software.
NOW, THEREFORE, BE IT RESOLVED that the Lodi City Council does hereby approve
Statement of Work with Itron, Inc., of Lake Liberty, Washington, for the upgrade of the
ChoiceConnect fixed network software in the amount of $71,920; and
BE IT FURTHER RESOLVED that the Lodi Council does hereby authorize the
City Manager to execute the Statement of Work on behalf of the City of Lodi.
Dated: February 6, 2019
I hereby certify that Resolution No. 2019-11 as passed and adopted by the City Council
of the City of Lodi in a regular meeting held February 6, 2019 by the following votes:
AYES: COUNCIL MEMBERS — Johnson, Kuehne, Nakanishi, and Mayor Chandler
NOES: COUNCIL MEMBERS — None
ABSENT: COUNCIL MEMBERS — Mounce
ABSTAIN: COUNCIL MEMBERS — None
2019-11
NIFER 9 FERRAIOLO
ity Clerk