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HomeMy WebLinkAboutItron Inc dba IBS; 2017-05-24; UTIL1547UTIL1547 General Counsel Approved Version 1/30/13 1 RATIFICATION OF AMENDMENT NO. 3 TO EXTEND AND AMEND AGREEMENT FOR ADVANCED METERING INFRASTRUCTURE NETWORK ITRON, INC. DBA IBS This Ratification of Amendment No. 3 is entered into as of the ___________ day of ____________________________________, 2020, but effective as of the 25th day of May 2020, extending and amending the agreement dated May 24, 2017, (the “Agreement”) by and between the Carlsbad Municipal Water District, a Public Agency organized under the Municipal Water Act of 1911, and a Subsidiary District of the City of Carlsbad, ("CMWD"), and Itron, Inc., a Washington corporation, dba IBS, (“Contractor") (collectively, the “Parties”) for advanced metering infrastructure network services. RECITALS A. On May 22, 2018, the Parties executed Amendment No. 1 to extend and fund the Agreement for one (1) year; and B. On May 20, 2019, the Parties executed Amendment No. 2 to extend and fund the Agreement for one (1) year; and C. The Agreement, as amended from time to time expired on May 24, 2020 and Contractor continued to work on the services specified therein without the benefit of an agreement; and D. The Parties desire to alter the Agreement’s scope of work to upgrade from Multi-Vendor Reading System (MVRS) to remote Field Collection System (FCS) and Itron Mobile data collection and provide training services; and E. The Parties desire to extend the Agreement for a period of one (1) year; and F. The Parties have negotiated and agreed to a supplemental scope of work and fee schedule, which is attached to and incorporated in by this reference as Exhibit “A”, Scope of Services and Fee. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, CMWD and Contractor agree as follows: 1. The retroactive extension and amendment of the Agreement is ratified. 2. In addition to those services contained in the Agreement, as may have been amended from time to time, Contractor will provide those services described in Exhibit "A". With this Amendment, the total annual Agreement amount shall not exceed fifty thousand seven hundred seventy-seven dollars and thirty-nine cents ($50,777.39). 3. CMWD will pay Contractor for all work associated with those services described in Exhibit “A” on a time and materials basis not-to-exceed eleven thousand eight hundred ninety dollars ($11,890). 4. Contractor will provide CMWD, on a monthly basis, copies of invoices sufficiently detailed to include hours performed, hourly rates, and related activities and costs for approval by CMWD. DocuSign Envelope ID: BEFD34D7-4141-4D8D-93FB-DC1096DB6E35 20th November UTIL1547 General Counsel Approved Version 1/30/13 2 5. Contractor will complete all work described in Exhibit “A” by May 23, 2021. 6. All other provisions of the Agreement, as may have been amended from time to time, will remain in full force and effect. 7. All requisite insurance policies to be maintained by the Contractor pursuant to the Agreement, as may have been amended from time to time, will include coverage for this Amendment. 8. The individuals executing this Amendment and the instruments referenced in it on behalf of Contractor each represent and warrant that they have the legal power, right and actual authority to bind Contractor to the terms and conditions of this Amendment. CONTRACTOR CARLSBAD MUNICIPAL WATER DISTRICT, a Public Agency organized under the Municipal Water Act of 1911, and a Subsidiary District of the City of Carlsbad ITRON, INC. dba IBS, a Washington corporation By: By: (sign here) Geoff Patnoe, Assistant Executive Manager Joel A. Vach, Vice President (print name/title) ATTEST: By: (sign here) for Barbara Engleson, Secretary (print name/title) If required by CMWD, proper notarial acknowledgment of execution by contractor must be attached. If a corporation, Agreement must be signed by one corporate officer from each of the following two groups. Group A Group B Chairman, Secretary, President, or Assistant Secretary, Vice-President CFO or Assistant Treasurer Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation. APPROVED AS TO FORM: CELIA A. BREWER, General Counsel By: _____________________________ Assistant General Counsel DocuSign Envelope ID: BEFD34D7-4141-4D8D-93FB-DC1096DB6E35 UTIL1547 General Counsel Approved Version 1/30/13 3 EXHIBIT “A” SCOPE OF SERVICES AND FEE DocuSign Envelope ID: BEFD34D7-4141-4D8D-93FB-DC1096DB6E35 Statement of Work REMOTE FCS DISTRIBUTED SYSTEM IMPLEMENTATION (TEST/PROD) WITH TRAINING SERVICES (FROM MVRS) City of Carlsbad, California Author: Alexa Shang Date: April 9, 2020 Version: 1.0 Itron, Inc. USA www.itron.com DocuSign Envelope ID: BEFD34D7-4141-4D8D-93FB-DC1096DB6E35 SOW Itron Remillard-FINAL Confidential Page 2 of 10 A. Change Record Date Author Version Change Reference 04/09/2020 Alexa Shang 1.0 Date Created B. Introduction This Statement of Work ("SOW") document defines the activities ("Services") to be performed by Itron, Inc. ("Itron") for City of Carlsbad, California ("Customer") for Remote FCS Distributed System Implementation (Test/Prod) with Training Services (from MVRS) ("Project"). This SOW is entered as of the date last signed below ("Effective Date"). The Services shall be governed by the terms and conditions of the Master Sales Agreement dated May 24, 2017. This SOW form shall be used only where total Services are $50,777.39 or less. If the Services exceed this amount, Itron may require additional and/or different agreements to be signed. If Customer does not respond to this SOW 30 days after September 10, 2020, 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. C. Project Scope By signing this SOW, Customer engages Itron to provide the following Services and Deliverables related to the Project: Services Provided Description/Comments Deliverables Remote System Services for Kickoff and Project Planning 1. Itron will conduct a remote Kickoff meeting for project team introductions and discuss topics below: a. System architecture (TEST/PROD) and system requirements for distributed system install b. Discuss Section C.1, Project Timeline and establish dates through Project Transition based on current calendar availability and Customer timeline requirements c. Confirm data collection devices and quantity; d. Obtain HDL file for pre-testing and discuss HDL interface file PDF Format Reference Guides: • H/W & S/W system requirements for FCS v4.3 (or current version) Installation • FCS v4.3 (or current version) Installation Guide & Release Notes • MV-RS HDL import file initial testing completed, and test results documented DocuSign Envelope ID: BEFD34D7-4141-4D8D-93FB-DC1096DB6E35 SOW Itron Remillard-FINAL Confidential Page 3 of 10 Services Provided Description/Comments Deliverables specifications, as defined in FCS HDL/HUL file specifications; discuss and identify any non-standard fields or data in existing HDL file for Customer CIS system. e. Next steps for remote services for distributed FCS system install, configuration and training services. Remote Technical System Services 1. Itron will provide remote assistance for FCS Installation onto utility-provided hardware (Test) per FCS system requirements in FCS Installation Guide for distributed system. See Assumptions #5 and #7 regarding Customer responsibilities prior to Installation services. 2. Customer FCS Admin with assistance from Itron will configure FCS parameters and settings and will match current MV-RS settings including datalogging and up to five (5) FC300 Handhelds. 3. Itron will train the Customer on testing the TEST system and perform “Life of a Route” testing from import (HDL) to export (HUL). Itron will provide remote support for any questions or issues that come up during the testing period and will hand off the system to the Customer to complete Customer internal testing. 4. Itron will provide remote consulting/support during the Test Phase. • One (1) distributed FCS v4.3 (or current version) system installed, configured and tested following standard Itron test scripts. • FCS Data Collector software load completed. Remote Training Services Itron will provide remote FCS training services to include: a. FCS v4.x "Life of a Route" Basic Operations Center b. Loading data into FC300 Handhelds c. FCS v4.x meter reading with smart devices d. Unloading reads into FCS e. Creation of final export file for CIS/Billing system. f. FCS System Administration, Configuration/Parameter options (during installation process) • FCS Desktop daily operations training completed • Training on FCS data collection (meter reading) completed • FCS Basic Operations slide deck PDF Format: • Field Collection System and MV-RS Reports • FCS Handheld Users Guide Remote System Services for FCS Production/Cutover 1. Customer and Itron will plan and schedule date for FCS Go-Live/Production cutover support for questions or issues. • FCS v4.3 (or current version) standalone DocuSign Envelope ID: BEFD34D7-4141-4D8D-93FB-DC1096DB6E35 SOW Itron Remillard-FINAL Confidential Page 4 of 10 Services Provided Description/Comments Deliverables and Transition to Support 2. Itron Project Team and Support will conduct formal project transition and post-production support with Itron Technical Support Services NOTE: See Assumption#22 in the event of issues logged during Production Cutover. system cutover/Go Live completed. • Formal transition to Itron Technical Support completed Project Management 1. Administer the project from the start date to include project setup, documentation and admin tasks. • Final Invoice • Project Summary Report C.1. Project Schedule The Project schedule is dependent on resource availability and any other readiness requirements set forth in this SOW after the signed SOW is received by Itron and fully executed. The entire Project schedule start and end dates will be defined for all Tasks during the Project Kick-Off meeting. The Project Team requires at least 3-week advanced notice of a schedule change. If an on-site trip is re-scheduled with short notice, change fees and higher cost of travel expenses might apply. Customer and Itron will determine any additional charges if the Project Team was impacted due to short notice cancellation or change and might require the Change Order Process. Work is anticipated during standard business hours, 8AM to 5PM Monday – Friday, Pacific Time Zone. No U.S. holiday or Weekend hours are anticipated. Any U.S. holiday or Weekend hours needed may or may not be available to Customer depending on resource availability. If Customer and Itron agree to schedule U.S. holiday hours, Customer will be billed at “double time” of standard rate (Weekend hours “time and a half” of standard rate) for the applicable services required and will require a Change Order. Itron must be notified of U.S. holiday and Weekend scheduling at least 60 days in advance. Any additional work during standard business hours will utilize the Itron standard rate of $190/hour USD for System Services and $225/hour for Training and Project Management services. The following table shows the Project tasks and the estimated hours for the SOW. Project Schedule dates are always dependent on full availability from Customer resources. Itron estimates that the Project will be completed in approximately four to six (4 - 6) weeks after the start date depending on length of Test Phase. Item Service Estimated Hours 1 Remote System Services for Kickoff, Requirements and Preparation, distributed system installation (Test/Prod), and configuration 25 2 Remote support during test phase, Go-Live support, and formal transition to support 21 3 Remote training services 12 4 Project Management 2 Total Hours 60 DocuSign Envelope ID: BEFD34D7-4141-4D8D-93FB-DC1096DB6E35 SOW Itron Remillard-FINAL Confidential Page 5 of 10 C.2. Assumptions This section provides the key assumptions for the Project. 1. Customer will furnish all facilities and related services at Customer’s site that are required by Itron personnel engaged to perform the Services under this SOW (if applicable). 2. Customer will appoint a technically qualified Project Manager or Lead who will be the key point of contact for Itron related to the Services provided under this SOW. 3. Customer will identify experienced resources as outlined in this document by the end of the Planning phase for the duration of the Project. 4. Customer will identify all outside consultants and partners who will participate in the Project, along with their roles and contact information. 5. Customer is responsible for procuring servers in accordance with Itron recommendations and specifications as defined in the FCS Installation Guide for distributed installation for two (2) environments (Test/Production). 6. Itron is not providing hosting services for Itron Mobile Tenant as part of this scope. 7. Customer agrees to procure and configure TCPIP network, all computer and communications hardware, such as servers and workstations for two (2) environments (Test/Prod) per recommended hardware and Operating System software requirements as defined in the FCS Installation Guide for distributed installation. 8. Customer is responsible for the remote installation and configuration with Itron’s assistance of the FCS software onto distributed (Application Server, Database Server (DB Instance) and Communication Server based on FCS Installation requirements defined in the FCS Installation Guide for distributed systems. 9. Customer will allow Itron resource access to the FCS servers during installation and configuration tasks (if needed). 10. Customer to provide ADMINISTRATOR access levels to the user account required to carry out installation/configuration tasks listed in the FCS Installation Guide. 11. Customer agrees to make available operations and technical personnel as required to respond to inquiries from Itron concerning system settings, configuration, and operation. 12. Training will be provided remotely. All training will use Customer data, if possible. However, if it is not possible, the training will be provided with Itron demo data. 13. Customer to make available to the Itron Consultant access to FCS system to successfully review the system, walk-through current operations and provide remote training services described for this project. 14. This project assumes use of existing MV-RS host download/upload files. 15. This is a “baseline” implementation Project. No customization of the Itron software (except as defined in assumptions below) is included in the scope of work. If, during business process discussions, the need for a product enhancement and customization are identified, this will be considered out of scope, and will either require a new Statement of Work or Change Order to be approved prior to implementation of any change. DocuSign Envelope ID: BEFD34D7-4141-4D8D-93FB-DC1096DB6E35 SOW Itron Remillard-FINAL Confidential Page 6 of 10 16. Itron will provide a stand-alone copy of Crystal Reports 2008 Advanced Developer tool to be installed by the Customer (recommended on a machine separate from the FCS Application Server). The Customer is responsible for (or outsourcing) Crystal report modifications. All services related to custom Crystal report specifications, modifications and testing and will be managed by the Customer independent of this Project. Itron will be responsible for providing overview of FCS documentation (Database Schema and FCS Installation Guides) and Online Help as references of Database table/field information and report cross-reference with MV-RS reports and FCS report specifications. 17. Itron will provide the Customer team members with the FCS Online Help executable and a standard set of Itron documentation in PDF format such as functional and technical specifications and training materials for Customer’s use in preparing for and executing the Project after the SOW is fully executed. 18. Customer will establish an internal system troubleshooting resolution plan for initial triage of FCS system issues. 19. Customer will be responsible for the creation and execution of test cases specific to their needs, i.e. - parallel test cases and volume test cases. 20. Software, Release Notes and system requirements can be obtained via Itron Access. If coming from MVRS, FCS software can be ordered and delivered from the software library. 21. Customer will be responsible for developing and implementing any disaster recovery (DR) plan. 22. Itron and Customer are responsible for timely assessment of issues, i.e. configuration-related, product defect or product enhancement, with Severity Level. All Severity 1’s must be addressed before acceptance of system readiness for Production. 23. Customer will determine length of time to operate FCS in a test state and coordinate with Itron Technical Consultant date for Cutover to Production “Go Live”. This may or may not happen while Itron is on-site. Itron support of testing is outlined in the Project Schedule – Table C1 above. 24. Itron Project Resource and Technical Support services will assist the customer in the transition to Itron Support. Support hours are outlined in the Project Schedule – Table C1 above. 25. Delivery schedule for these services is based on mutually agreeable times between Itron and Customer and cannot be confirmed until this SOW is executed between both parties. 26. Any additional change requests to the original specifications in this SOW after execution, including additional testing requirements that would affect the total service hours must follow the Change Control process. 27. Project completion is defined as completion of scoped services and Deliverables delivered, as defined in Section C. Project will be closed and invoiced upon Project Completion. Product issues not affecting defined Deliverables will be transitioned to Itron Support to manage and support and the Project will be closed two weeks from Project Transition to Support. DocuSign Envelope ID: BEFD34D7-4141-4D8D-93FB-DC1096DB6E35 SOW Itron Remillard-FINAL Confidential Page 7 of 10 D. Service Fees & Related Details Total Service fees for the Project are calculated to be $11,890.00 (USD) on a FIXED FEE basis per Itron BMR#17915-20 Ver5 May. The estimated total number of hours is 60. These fees are based upon Itron’s recommended engagement approach, staffing levels, scope of the Project and Project Schedules 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 and Project Schedules will follow the Change Control Process described in this SOW. Itron will invoice Customer at the end of the Project for Services performed and for costs incurred. 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 Order") 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 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 Billing Information Requested Customer Data Contact Name Contact Phone # (s) Contact Email Address Physical Location Address (if applicable) Billing Address Special Billing Requirements? Purchase Order # DocuSign Envelope ID: BEFD34D7-4141-4D8D-93FB-DC1096DB6E35 SOW Itron Remillard-FINAL Confidential Page 8 of 10 G. Statement of Work Agreement Approval Customer and Itron agree to the terms of this SOW and by signing below, Customer authorizes Itron to perform the Services detailed herein. Customer Itron, Inc. Authorized Signature Authorized Signature Printed Name Printed Name Title Title Date Date Statement of Work Identifier: REMOTE FCS DISTRIBUTED SYSTEM IMPLEMENTATION (TEST/PROD) WITH TRAINING SERVICES (FROM MVRS) City of Carlsbad, California SOW Author: Alexa Shang Date Created: 04/09/2020 Version: 1.0 Please e-mail or fax a PDF file of the signed SOW to the contact below. E-mailing or faxing only the signature page is not acceptable. A fully executed copy will be returned to you electronically in PDF format by e-mail. If an original signed paper agreement is required, please mail the signed SOW to the address below. If mail is used, overnight service is recommended. Please provide a tracking number to Alexa Shang at: FCS.Services@itron.com. A fully executed copy will be returned to you electronically in PDF format by e-mail and the original signed paper copy will be returned by mail. (Hard Copy) Itron, Inc. 2111 N. Molter Rd. Liberty Lake, WA 99019 Attn: Legal-Contracts (Emailed/Soft Copy) Attn: Alexa Shang Fax: (855) 835-4724 or pdf and email to FCS.Services@itron.com DocuSign Envelope ID: BEFD34D7-4141-4D8D-93FB-DC1096DB6E35 SOW Itron Remillard-FINAL Confidential Page 9 of 10 MV-RS to FCS Migration Amendment This MV-RS to FCS Migration Amendment (the “Amendment”) is made between Itron, Inc. (“Itron”) and Customer effective on the date signed below by Itron (the “Amendment Effective Date”) to the Agreement identified in Section 1 (the “Agreement”). 1. Identification of Agreement. Contract Document Name Contract Document Effective Date Master Sales Agreement May 24, 2017 2. Amendment to Master Sales Agreement. 2.1 The Agreement is hereby amended to allow Customer to use FCS under the software license terms of the existing Agreement. Where Customer is currently using MVRS, Customer agrees that it will cease using MVRS upon installation of FCS. 2.2 Itron agrees to license FCS to Customer at no charge under the terms of the Agreement’s software license, up to the number of Endpoints stated in Section 5, below. Itron will charge software license fees for FCS to Customer at Itron’s then-current rate if and to the extent Customer exceeds that number of Endpoints. 2.3 Itron will deliver FCS to Customer via electronic download or physical delivery. 3. Maintenance. 3.1 The Agreement is hereby amended to provide for maintenance service for FCS, subject to the payment of maintenance service fees as required by this Section 3. 3.2 Itron will provide maintenance services for FCS under the terms of Customer’s current Agreement at the rates currently charged to Customer for maintenance services as of the Amendment Effective Date. 3.3 Customer must commit to an additional year of FCS maintenance services, beyond the current expiration date of Customer’s MVRS maintenance services term under the current Agreement. 3.4 Itron may adjust FCS maintenance services fees for subsequent maintenance years in accordance with Customer’s maintenance service terms under the Agreement. 3.5 Itron will charge Customer additional maintenance services fees if and to the extent Customer exceeds the number of Endpoints stated in Section 5, below. 4. Optional Installation Services. FCS software installation services are not included in FCS software license fees or maintenance fees. Customer may purchase FCS software installation services by contacting Itron. 5. Meter Tier as of Effective Date. Customer’s Meter Tier on the Amendment Effective Dates is: Customer’s Meter Tier: Field Collection System Software - Up to 2,500 Endpoints ITRON MOBILE TERMS DocuSign Envelope ID: BEFD34D7-4141-4D8D-93FB-DC1096DB6E35 SOW Itron Remillard-FINAL Confidential Page 10 of 10 ITRON MOBILE ANNUAL SUBSCRIPTION TERM COMMITMENT Itron Mobile requires a minimum one-year commitment. The initial Itron Mobile Subscription Term begins upon completion of Itron Mobile set-up, as validated by Itron. The Itron Mobile Subscription Term will renew with each amendment of the Master Sales Agreement (dated May 24, 2017). RELATIONSHIP TO LICENSED FCS SOFTWARE AND MAINTENANCE & SUPPORT In order to ensure full functionality of Itron Mobile, Customer may be required to update or upgrade its licensed FCS software. In the event of termination or expiration of Customer’s FCS software license, Customer’s subscription and right to use Itron Mobile will terminate. FEE ADJUSTMENTS The Itron Mobile Subscription Term fee is subject to annual adjustment. In addition because the Itron Mobile Subscription Term fee is charged on the number of provisioned meters or endpoints in Customer’s system (i.e., a tier limitation), any increase in that number during an Itron Mobile Subscription Term will result in additional charges. The additional charges will be invoiced to Customer, normally within thirty to sixty days depending on when the provisioning occurs. COMPATIBLE MOBILE DEVICES Itron Mobile is designed to work in connection with mobile devices that meet Itron specifications. Itron will provide those specifications to Customer. Itron is not required to make Itron Mobile work with any other mobile devices. CUSTOMER’S OBLIGATION TO PROTECT CUSTOMER INFORMATION ON MOBILE DEVICES Customer must take steps to protect customer information stored on Mobile Devices including secure access to Mobile Devices, whether purchased through Itron or a third-party. User identification codes, passwords, and any information provided to Customer as part of Itron’s security procedures must be treated as confidential and must not be disclosed to any third party. Customer is always responsible for its employees and subcontractors’ use of Itron Mobile. After providing Customer written notice and 30-day cure period, Itron has the right to disable any user identification codes or passwords if, in Itron’s opinion, Customer or its employees and contractors fail to comply with the written notice or any of the provisions of the Contract Documents. INTERNET CONNECTIVITY Itron Mobile requires Internet connectivity. Customer is solely responsible for obtaining and paying for Internet connectivity. DISCLAIMER OF LIABILITY ITRON ACCEPTS NO RESPONSIBILITY FOR ANY INTERNET SERVICES FAILURE, MOBILE DEVICE FAILURE, OR ITRON MOBILE SERVICE FAILURE, OR FOR ANY LOSS OR DAMAGE OF ANY KIND CAUSED BY SUCH FAILURE. ITRON MOBILE SET-UP Itron Mobile set-up is an activity separate and distinct from FCS software installation. In all cases where a Customer subscribes to Itron Mobile, Itron will perform Itron Mobile set-up, for which Itron will charge a one-time set-up fee. DocuSign Envelope ID: BEFD34D7-4141-4D8D-93FB-DC1096DB6E35 Itron Electnc I Gas I Water Information collection. analysis and application 2111 N. Moller Rd. Liberty Lake, WA 99019 fax: 866-787-6910 www.itron.com Item Part Number Software 1 FCSHH-ED Professional Services 2 Fixed Fee Notes and Assumptions Description FCS Software License (NON TOU) (OnPremise) -Up to 2,500 Endpoints Software Total Remote FCS v4.x Distributed installation and Training Services (from MV-RS) Professional Services Total EXHIBIT A Pricing Summary for Carlsbad, CA BMR# 1791 �20 Ver3 Mar March 6, 2020 Extended Price Notes No Charge $0.00 $11,890.00 $11,890.00 (1) Professional services bids provided are estimates only and are based on assumptions that have not been confirmed. In order to create a formal Scope of Work and an accurate professional services bid, a more detailed discussion of actual project requirements will be necessary. (2) Professional services bids provided are estimates only and are based on assumptions that have not been confirmed. In order to create a formal Scope of Work and an accurate professional services bid, a more detailed discussion of actual project requirements will be necessary. (3) FCS services include remote Kickoff, remote distributed FCS installation with 2 client workstations, Configuration/Testing for two environments (Test/Prod), includes setup for Datalogging and Training (FCS Operator, 'Life of a Route' desktop and FC300 handheld (FCS) training, remote consulting/support during Test Phase, remote dedicated Go Live support and formal Transition to Support. From current MV-RS system. Standard business hours, BAM to 5PM, Monday through Friday. (4) Pricing is based on existing agreements (5) Taxes are not included. Prices are in US dollars. Price is valid for 180 days. DocuSign Envelope ID: BEFD34D7-4141-4D8D-93FB-DC1096DB6E35 Policy #HC2J-GLSA-9F337679-TIL-20 Policy #HC2J-GLSA-9F337679-TIL-20 Policy #HC2J-GLSA-9F337679-TIL-20 Policy #HC2J-GLSA-9F337679-TIL-20 Policy #HC2J-GLSA-9F337679-TIL-20 Policy #HK-CAP-1J668762-IND-20 UTIL1547 General Counsel Approved Version 1/30/13 1 AMENDMENT NO. 2 TO EXTEND AND AMEND MASTER SALES AGREEMENT FOR ADVANCED METERING INFRASTRUCTURE NETWORK SERVICES ITRON, INC DBA IBS This Amendment No. 2 is entered into and effective as of the ________ day of _______________________________, 2019, extending and amending the agreement dated May 24, 2017, (the “Agreement”) by and between the CARLSBAD MUNICIPAL WATER DISTRICT, a Public Agency organized under the Municipal Water Act of 1911, and a Subsidiary District of the City of Carlsbad, ("CMWD"), and ITRON, INC. dba IBS, a Washington corporation (“Contractor") (collectively, the “Parties”) for Advanced Metering Infrastructure Network services. RECITALS A. On May 22, 2018, the Parties executed Amendment No. 1 to the Agreement to extend and amend master sales agreement for advanced metering infrastructure network services; and B. The Parties desire to alter the Agreement’s scope of work to extend and fund the Agreement for a period of one (1) year. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, CMWD and Contractor agree as follows: 1. That the Agreement, as may have been amended from time to time, is hereby extended for a period of one (1) year ending on May 24, 2020 on a time and materials basis not- to-exceed thirty-seven thousand eight hundred sixteen dollars and one cent ($37,816.01). 2. All other provisions of the Agreement, as may have been amended from time to time, will remain in full force and effect. 3. All requisite insurance policies to be maintained by the Contractor pursuant to the Agreement, as may have been amended from time to time, will include coverage for this Amendment. /// /// /// /// /// /// /// /// DocuSign Envelope ID: 75AF5669-AA1F-4308-B483-A1F9EDA8977C 20th May UTIL1547 General Counsel Approved Version 1/30/13 2 4. The individuals executing this Amendment and the instruments referenced in it on behalf of Contractor each represent and warrant that they have the legal power, right and actual authority to bind Contractor to the terms and conditions of this Amendment. CONTRACTOR CARLSBAD MUNICIPAL WATER DISTRICT, a Public Agency organized under the Municipal Water Act of 1911, and a Subsidiary District of the City of Carlsbad ITRON, INC. DBA IBS, a Washington corporation By: By: (sign here) for Scott Chadwick, Executive Manager (print name/title) ATTEST: By: (sign here) For Barbara Engleson, Secretary (print name/title) If required by CMWD, proper notarial acknowledgment of execution by contractor must be attached. If a corporation, Agreement must be signed by one corporate officer from each of the following two groups. Group A Group B Chairman, Secretary, President, or Assistant Secretary, Vice-President CFO or Assistant Treasurer Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation. APPROVED AS TO FORM: CELIA A. BREWER, General Counsel By:_____________________________ Deputy General Counsel DocuSign Envelope ID: 75AF5669-AA1F-4308-B483-A1F9EDA8977C Robert Farrow VP Treasury UTIL1547 AMENDMENT NO. 1 TO EXTEND AND AMEND MASTERS SALES AGREEMENT FOR ADVANCED METERING INFRASTRUCTURE NETWORK SERVICES ITRON, INC. DBA IBS entered into and effective as of the d).af} day of __ _,___,~~~;:a;::=---------' 2018, extending and amending the agreement dated ":t\greement") by and between the Carlsbad Municipal Water District, a Public Agency organize under the Municipal Water Act of 1911, and a Subsidiary District of the City of Carlsbad, ("CMWD"), and Itron, Inc. dba I8S, a Washington corporation, ("Contractor") (collectively, the "Parties") for Advanced Metering Infrastructure Network services. RECITALS A. The Parties desire to alter the Agreement's scope of work to extend and fund the Agreement for a period of one (1) year. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, CMWD and Contractor agree as follows: 1. That the Agreement, as may have been amended from time to time, is hereby extended for a period of one (1) year ending on May 24, 2019, on a time and materials basis not- to-exceed thirty-seven thousand eight hundred sixteen dollars and one cent ($37,816.01). 2. All other provisions of the Agreement, as may have been amended from time to time, will remain in full force and effect. 3. All requisite insurance policies to be maintained by the Contractor pursuant to the Agreement, as may have been amended from time to time, will include coverage for this Amendment. /II Ill Ill Ill Ill Ill Ill Ill Ill Ill General Counsel Approved Version 1 /30/13 UTIL 1547 4. The individuals executing this Amendment and the instruments referenced in it on behalf of Contractor each represent and warrant that they have the legal power, right and actual authority to bind Contractor to the terms and conditions of this Amendment. CONTRACTOR ITRON, INC. DBA IBS, a Washington corporation By: Robert'ff.~Ef&trow Vice President Treasury and Strategic Planning (print name/title) CARLSBAD MUNICIPAL WATER DISTRICT, a Public Agency organized under the Municipal Water Act of 1911, ~:~:b:~ri·~iZ of RD ATJEST: \Jvmo m-Rmd~L BARBARA ENGLESON tJ u '- :Yktm11011 VAbtV#.. ~ (print name/title) y~S~~ If required by CMWD, proper notarial acknowledgment of execution by contractor must be attached. If a corporation, Agreement must be signed by one corporate officer from each of the following two groups. Group A Chairman, President, or Vice-President Group B Secretary, Assistant Secretary, CFO or Assistant Treasurer Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation. APPROVED AS TO FORM: CELIA A. BREWER, General Counsel By: _v/e~~~- Deputy General Counsel General Counsel Approved Version 1/30/13 2 ITRON, INC. Officer Certificate The undersigned, being the duly elected and qualified Assistant Corporate Secretary of Itron, Inc., a corporation organized under the laws of the state of Washington, USA (the "Company"), does hereby certify on behalf of the Company, the following: Robert H. A. Farrow is the duly elected, qualified, and acting Vice President of Treasury and Interim Chief Financial Officer for the Company, and he is authorized and qualified to enter into contracts, agreements, tenders, and other documents in the name of, and on behalf of, the Company. ~ WITNESS WHEREOF, the undersigned has executed this Certificate as of the ~ay of May, 2017. ITRON, INC By: ~~-lh-L-L--~i Assistant Corporate Secretary Acknowledgement I, Eli!(J{' J.-1 t! t!,u I/ D c..h , Notary Public in and for the State of Washingto~U.S.A., hereby certify that I know the person appearing before me as MariLyn R. Hill, who I know to be the Assistant Corporate Secretary of the Company and who I believe is legally qualified to perform this act. Subscribed to and sworn before me this CS'~ay of May, 2017. Notary Public residing in the state of Washington, county of Spokane. [Seal of the Notary Public] Notary Public State of Washington ERYN L McCULLOCH My Appoin'' aent Expires Au,un 26, 2017 ___________ .. 1 A~D® .CERTIFICATE OF LIABILITY INSURANCE I DATE (MM/DDNYYY) 04127/2018 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the pollcy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CON'-"'-' NAME: Marsh USA, Inc. PHONE I rffc Nol: 13015th Avenue, Suite 1900 U,IC Noe.,.,. Seatne, WA 98101 E-MAIL Attn: Seatue.CertRequest@rnarsh.com / FAX 212-948-4326 ADDRESS: INSURER(S) AFFORDING COVERAGE NAICtl 429106-STND-GAWUE-17-18 INSURER A : Zurich American Insurance Comoanv 16535 INSURED INSURER B : ACE Property And Casualty Ins Co 20699 Itron, Inc. 40142 Attn: Yvonne Tanak INSURER c : American Zurich Insurance Comoanv 2111 N. Molter Road INSURER o : Nalional Union Fire Insurance Co. Of Pittsburah PA 19445 Liberty lake, WA 99019-9469 INSURERE: INSURERF: COVERAGES CERTIFICATE NUMBER: SEA-003180827-28 REVISION NUMBER: 14 THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE ADDL SUBR J:.~lf,F,'1l#vi ,:3hli~ LIMITS LTR •••~n ,.n,n POLICY NUMBER A X COMMERCIAL GENERAL LIABILITY GLO 0265070-00 08/31/2017 08/31/2018 EACH OCCURRENCE $ 2,000,000 -D CLAIMS-MADE 0 OCCUR DAMAGE TO RENTED -"""'"""S IE• nMUm,ncel $ 1,000,000 MED EXP (MY one person) $ 10,000 - PERSONAL & ADV INJURY $ 1,000,000 - GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 4,000,000 ~ POLICY D r&-r OLoc PRODUCTS -COMP/OP AGO $ 2,000,000 OTHER: $ / A AUTOMOBILE LIABILITY BAP 0265069-00 08/31/2017 08/31/2018 COMBINED SINGLE LIMIT $ 2,000,000 IEa acddenll ,__ X ANY AUTO BODILY INJURY (Per person) $ ,__ OWNED -SCHEDULED BODILY INJURY (Per accident) $ f--AUTOS ONLY f--AUTOS X HIRED NON-OWNED PROPERTY DAMAGE $ r--AUTOS ONLY ~ AUTOS ONLY /Per acddenll Comp/Coll Deductible $ 1,500 ti X UM8RELLA LIAB M OCCUR XOO G27894926 003 08/31/2017 08/31/2018 EACH OCCURRENCE $ 2,000,000 r--EXCESSLIAB CLAIMS-MADE AGGREGATE $ 2,000,000 / OED I X I RETENTION $ 25 000 $ C WORKERS COMPENSATION WC 0265072-00 (AOS) IU/Ul/£UI/ 10/01/2018 X I ~¥~TE I I OTH-ER C AND EMPLOYERS' LIABILITY YIN WC 0265077-00 (WI) 10/01/2017 10/01/2018 ANYPROPRIETOR/PARTNER/EXECUTIVE 0 E.L. EACH ACCIDENT s 1,000,000 OF ACER/MEMBER EXCLUDED? N/A SIR $250,000 (Mandatory In NH) E.L. DISEASE -EA EMPLOYEE $ 1,000,000 gi;~~:l;'~ ~1~PERATIONS below E.L. DISEASE -POLICY LIMIT $ 1,000,000 D Errors & Omissions 01-856-77-46 08/31/2017 08/31/2018 Limit: 1,000,000 SIR: 1,000,000 J DESCRIPTION OF OPERATIONS/ LOCATIONS/ VEHICLES (ACORD 101, Addltlonal Remlll'ks Schedule, may be attached If more apace Is required) CERTIFICATE HOLDER AND THE CITY OF CARLSBAD, THEIR OFFICIALS, EMPLOYEES AND VOLUNTEERS ARE ADDITIONAL INSURED (EXCEPT WORK COMP AND E&O) AS REQUIRED BY WRITTEN CONTRACT. ITRON'S GENERAL LIABILITY COVERAGE IS PRIMARY AND NON CONTRIBUTORY AS REQUIRED BY WRITTEN CONTRACT. WAIVER OF SUBROGATION IS INCLUDED IN THE GENERAL LIABILITY AND WORKERS COMPENSATION POLICIES EVIDENCED, AS REQUIRED BY WRITTEN CONTRACT EXECUTED PRIOR TO LOSS. ERRORS & OMISSIONS LIMIT $1M EACH CLAIM/ $1M AGGREGATE. CERTIFICATE HOLDER CANCELLATION City of Carlsbad/CMWD SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE ATTN. MARIO REMILLARD THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN 5950 EL CAMINO REAL ACCORDANCE WITH THE POLICY PROVISIONS. CARLSBAD, CA 92008 AUTHORIZED REPRESENTATIVE or Marsh USA Inc. I Peggy Boren p. ats:ts-~ © 1988-2016 ACORD CORPORATION. All rights reserved. ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY we oo 0313 (Ed. 04-84) WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) This agreement shall not operate directly or indirectly to benefit anyone not named in the Schedule. Schedule ALL PERSONS AND/OR ORGANIZATIONS THAT ARE REQUIRED BY WRITTEN CONTRACT, OR AGREEMENT WITH THE INSURED, EXECUTED PRIOR TO THE ACCIDENT OR LOSS, THAT WAIVER OF SUBROGATION BE PROVIDED UNDER THIS POLICY FOR WORK PERFORMED BY YOU FOR THAT PERSON AND/OR ORGANIZATION This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise stated. (The information below Is required only when this endorsement Is issued subsequent to preparation of the policy.) Endorsement 08/31/2017 Insured: Itron, Inc. Policy No. WC 0265072-00 Endorsement No. Premium $ Included Insurance Company: American Zurich Insurance Company Countersigned by _____________ _ WC124 (4-84) we oo 0313 Copyright 1983 National Council on Compensation Insurance, Inc. Page 1 of 1 Uniform Forms™ POLICY NUMBER: GLO 0265070-00 COMMERCIAL GENERAL LIABILITY CG 20 26 0413 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED -DESIGNATED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Person(s) Or Organization(s): Any person or organization to whom or to which you are required to provide additional insured status in a written contract or written agreement executed prior to loss, except where such contract agreement is prohibited by law. Information required to complete this Schedule, if not shown above, will be shown in the Declarations. A. Section II -Who Is An Insured is amended to include as an additional insured the person(s) or organization(s) shown in the Schedule, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by your acts or omissions or the acts or omissions of those acting on your behalf: 1. In the performance of your ongoing operations; or 2. In connection with your premises owned by or rented to you. However: 1. The insurance afforded to such additional insured only applies to the extent permitted by law; and 2. If coverage provided to the additional insured is required by a contract or agreement, the insurance afforded to such additional insured will not be broader than that which you are required by the contract or agreement to provide for such additional insured. B. With respect to the insurance afforded to these additional insureds, the following is added to Section Ill -Limits Of Insurance: If coverage provided to the additional insured is required by a contract or agreement, the most we will pay on behalf of the additional insured is the amount of insurance: 1. Required by the contract or agreement; or 2. Available under the applicable Limits of Insurance shown in the Declarations; whichever is less. This endorsement shall not increase the applicable Limits of Insurance shown in the Declarations. CG 20 26 0413 © Insurance Services Office, Inc., 2012 Page 1 of 1 Wolters Kluwer Financial Services I Uniform Forms TM POLICY NUMBER: BAP 0265069-00 COMMERCIAL AUTO CA 20 4810 13 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. DESIGNATED INSURED FOR COVERED AUTOS LIABILITY COVERAGE This endorsement modifies insurance provided under the following: AUTO DEALERS COVERAGE FORM BUSINESS AUTO COVERAGE FORM MOTOR CARRIER COVERAGE FORM With respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless modified by this endorsement. This endorsement identifies person(s) or organization(s) who are "insureds" for Covered Autos Liability Coverage under the Who Is An Insured provision of the Coverage Form. This endorsement does not alter coverage provided in the Coverage Form. This endorsement changes the policy effective on the inception date of the policy unless another date is indicated below. Named Insured: Itron, Inc. Endorsement Effective Date: 08/31/2017 SCHEDULE Name Of Person(s) Or Organization(s): Any person or organization to whom or to which you are required to provide additional insured status in a written contract or written agreement executed prior to loss, except where such contract agreement is prohibited by law. Information required to complete this Schedule, if not shown above, will be shown in the Declarations. Each person or organization shown in the Schedule is an "insured" for Covered Autos Liability Coverage, but only to the extent that person or organization qualifies as an "insured" under the Who Is An Insured provision contained in Paragraph A.1. of Section II - Covered Autos Liability Coverage in the Business Auto and Motor Carrier Coverage Forms and Paragraph D.2. of Section I -Covered Autos Coverages of the Auto Dealers Coverage Form. CA 20481013 © Insurance Services Office, Inc., 2011 Page 1 of 1 Wolters Kluwer Financial Services I Uniform Forms TM Other Insurance Amendment -Primary And Non- Contributory Policy No. Eff. Date of Pol. Exp. Date of Pol. Eff. Date of End. Producer No. GLO 0265070-00 8/31/2017 8/31/2018 8/31/2017 70074-000 0 ZURICH Add'I. Prem Return Prem. THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. Named Insured: Itron, Inc. Address (including ZIP Code): 2111 North Molter Road Liberty Lake, WA 99019 This endorsement modifies insurance provided under the: Commercial General Liability Coverage Part 1. The following paragraph is added to the Other Insurance Condition of Section IV -Commercial General Liability Conditions: This insurance is primary insurance to and will not seek contribution from any other insurance available to an additional insured under this policy provided that: a. The additional insured is a Named Insured under such other insurance; and b. You are required by a written contract or written agreement that this insurance would be primary and would not seek contribution from any other insurance available to the additional insured. 2. The following paragraph is added to Paragraph 4.b. of the Other Insurance Condition of Section IV -Commercial General Liability Conditions: This insurance is excess over: Any of the other insurance, whether primary, excess, contingent or on any other basis, available to an additional insured, in which the additional insured on our policy is also covered as an additional insured on another policy providing coverage for the same "occurrence", offense, claim or "suit". This provision does not apply to any policy in which the additional insured is a Named Insured on such other policy and where our policy is required by written contract or written agreement to provide coverage to the additional insured on a primary and non-contributory basis. All other terms and conditions of this policy remain unchanged. Includes copyrighted material of Insurance Services Office, Inc., with its permission. U-GL-1327-B CW (04/13) Page 1 of 1 MASTER SALES AGREEMENT ITRON, INC. UTIL 1547 THIS AGREEMENT is made and entered into as of the~tflday of~017, byand between the CARLSBAD MUNICIPAL WATER DISTRICT, a Public Agency o~anized under the Municipal Water Act of 1911, and a Subsidiary District of the City of Carlsbad, ("CMWD"}, and ITRON, INC., a Washington corporation,("Contractor"). RECITALS A. CMWD requires the professional services of a technology provider for water utilities that is experienced in supplying equipment and configuration services for ltron's Advanced Metering Infrastructure Network. B. Contractor has the necessary experience in providing these professional services. C. Contractor has submitted a proposal to CMWD and has affirmed its willingness and ability to perform such work. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, CMWD and Contractor agree as follows: 1. SCOPE OF WORK CMWD retains Contractor to perform, and Contractor agrees to render, those services (the "Services") that are defined in attached Exhibit "A", Supplement and Statement of Work-for the fees set forth in the Pricing Summary identified in the Supplement -all of which are incorporated by this reference in accordance with this Agreement's terms and conditions. 2. STANDARD OF PERFORMANCE While performing the Services, Contractor will exercise the reasonable professional care and skill customarily exercised by reputable members of Contractor's profession practicing in the Metropolitan Southern California Area, and will use reasonable diligence and best judgment while exercising its professional skill and expertise. 3. TERM The term of this Agreement will be effective for a period of one (1) year from the date first above written. The Executive Manager may amend the Agreement to extend it for four (4) additional one (1) year periods or parts thereof. Extensions will be based upon a satisfactory review of Contractor's performance, CMWD needs, and appropriation of funds by the CMWD Board of Directors. The parties will prepare a written amendment indicating the effective date and length of the extended Agreement. 4. TIME IS OF THE ESSENCE Time is of the essence for each and every provision of this Agreement. 5. COMPENSATION The total fee payable for needs and Services to be performed during the initial Agreement term will not exceed one hundred eighty four thousand nine hundred sixteen dollars ($184,916). No other compensation for the Services will be allowed except for items covered by subsequent amendments to this Agreement. If the City elects to extend the Agreement, the amount shall not exceed thirty seven thousand eight hundred sixteen dollars and one cent ($37,816.01) per General Counsel Approved Version 4/2/15 1 UTIL 1547 Agreement year. CMWD reserves the right to withhold a ten percent (10%) retention until CMWD has accepted the work and/or Services specified in the Statement of Work. Incremental payments, if applicable, should be made as outlined in the Statement of Work. 6. STATUS OF CONTRACTOR Contractor will perform the Services in Contractor's own way as an independent contractor and in pursuit of Contractor's independent calling, and not as an employee of CMWD. Contractor will be under control of CMWD only as to the result to be accomplished, but will consult with CMWD as necessary. The persons used by Contractor to provide services under this Agreement will not be considered employees of CMWD for any purposes. The payment made to Contractor pursuant to the Agreement will be the full and complete compensation to which Contractor is entitled. CMWD will not make any federal or state tax withholdings on behalf of Contractor or its agents, employees or subcontractors. CMWD will not be required to pay any workers' compensation insurance or unemployment contributions on behalf of Contractor or its employees or subcontractors. Contractor agrees to indemnify CMWD and the City of Carlsbad within thirty (30) days for any tax, retirement contribution, social security, overtime payment, unemployment payment or workers' compensation payment which CMWD may be required to make on behalf of Contractor or any agent, employee, or subcontractor of Contractor for work done under this Agreement. At CMWD's election, CMWD may deduct the indemnification amount from any balance owing to Contractor. 7. SUBCONTRACTING Contractor will not subcontract any portion of the Services without prior written approval of CMWD. If Contractor subcontracts any of the Services, Contractor will be fully responsible to CMWD for the acts and omissions of Contractor's subcontractor and of the persons either directly or indirectly employed by the subcontractor, as Contractor is for the acts and omissions of persons directly employed by Contractor. Nothing contained in this Agreement will create any contractual relationship between any subcontractor of Contractor and CMWD. Contractor will be responsible for payment of subcontractors. Contractor will bind every subcontractor and every subcontractor of a subcontractor by the terms of this Agreement applicable to Contractor's work unless specifically noted to the contrary in the subcontract and approved in writing by CMWD. 8. OTHER CONTRACTORS CMWD reserves the right to employ other Contractors in connection with the Services. 9. INDEMNIFICATION Contractor agrees to indemnify and hold harmless CMWD and the City of Carlsbad, their officers, officials, employees and volunteers from and against all claims, damages, losses, and expenses including attorney's fees, arising out of the performance of the work described herein caused by any negligence, recklessness, or willful misconduct of the Contractor, any subcontractor, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable. The parties expressly agree that any payment, attorney's fee, costs or expense CMWD or the City of Carlsbad incurs or makes to or on behalf of an injured employee under the their self- administered workers' compensation is included as a loss, expense or cost for the purposes of this section, and that this section will survive the expiration or early termination of this Agreement. General Counsel Approved Version 4/2/15 2 UTIL 1547 10. INSURANCE Contractor will obtain and maintain for the duration of the Agreement and any and all amendments, insurance against claims for injuries to persons or. damage to property which may arise out of or in connection with performance of the services by Contractor or Contractor's agents, representatives, employees or subcontractors. The insurance will be obtained from an insurance carrier admitted and authorized to do business in the State of California. The insurance carrier is required to have a current Best's Key Rating of not less than "A-:VII"; OR with a surplus line insurer on the State of California's List of Approved Surplus Line Insurers (LASLI) with a rating in the latest Best's Key Rating Guide of at least "A:X"; OR an alien non-admitted insurer listed by the National Association of Insurance Commissioners (NAIC) latest quarterly listings report. 10.1 Coverages and Limits. Contractor will maintain the types of coverages and minimum limits indicated below, unless the Risk Manager or Executive Manager approves a lower amount. These minimum amounts of coverage will not constitute any limitations or cap on Contractor's indemnification obligations under this Agreement. CMWD, its officers, agents and employees make no representation that the limits of the insurance specified to be carried by Contractor pursuant to this Agreement are adequate to protect Contractor. If Contractor believes that any required insurance coverage is inadequate, Contractor will obtain such additional insurance coverage, as Contractor deems adequate, at Contractor's sole expense. The full limits available to the named insured shall also be available and applicable to CMWD as an additional insured. 1 0.1.1 Commercial General Liability Insurance. $2,000,000 combined single-limit per occurrence for bodily injury, personal injury and property damage. If the submitted policies contain aggregate limits, general aggregate limits will apply separately to the work under this Agreement or the general aggregate will be twice the required per occurrence limit. 1 0.1.2 Automobile Liability (if the use of an automobile is involved for Contractor's work for CMWD). $1,000,000 combined single-limit per accident for bodily injury and property damage. 1 0.1.3 Workers' Compensation and Employer's Liability. Workers' Compensation limits as required by the California Labor Code. Workers' Compensation will not be required if Contractor has no employees and provides, to CMWD's satisfaction, a declaration stating this. 1 0.2. Additional Provisions. Contractor will ensure that the policies of insurance required under this Agreement contain, or are endorsed to contain, the following provisions: 1 0.2.1 CMWD will be named as an additional insured on Commercial General Liability which shall provide primary coverage to CMWD. 10.2.2 Contractor will obtain occurrence coverage, excluding Professional Liability, which will be written as claims-made coverage. 1 0.2.3 This insurance will be in force during the life of the Agreement and any extensions of it and will not be canceled without thirty (30) days prior written notice, with the exception of Professional Liability, to CMWD sent by mail pursuant to the Notice provisions of this Agreement. 10.3 Providing Certificates of Insurance and Endorsements. Prior to CMWD's execution of this Agreement, Contractor will furnish certificates of insurance and endorsements to CMWD. General Counsel Approved Version 4/2/15 3 UTIL 1547 10.4 Failure to Maintain Coverage. If Contractor fails to maintain any of these insurance coverages, then CMWD will, after a ten day written notice to Contractor to remedy, have the option to declare Contractor in breach, or may purchase replacement insurance or pay the premiums that are due on existing policies in order to maintain the required coverages. Contractor is responsible for any payments made by CMWD to obtain or maintain insurance and CMWD may collect these payments from Contractor or deduct the amount paid from any sums due Contractor under this Agreement. 11. BUSINESS LICENSE Contractor will obtain and maintain a City of Carlsbad Business License for the term of the Agreement, as may be amended from time-to-time. 12. ACCOUNTING RECORDS Contractor will maintain complete and accurate records with respect to costs incurred under this Agreement. All records will be clearly identifiable. Contractor will allow a representative of CMWD during normal business hours to examine, audit, and make transcripts or copies of records and any other documents created pursuant to this Agreement. Contractor will allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of three (3) years from the date of final payment under this Agreement. 13. OWNERSHIP OF DOCUMENTS All work product produced by Contractor or its agents, employees, and subcontractors pursuant to this Agreement specifically for CMWD is the property of CMWD. In the event this Agreement is terminated, all such work product produced by Contractor or its agents, employees and subcontractors pursuant to this Agreement will be delivered at once to CMWD. Contractor will have the right to make one (1) copy of the work product for Contractor's records. 14. COPYRIGHTS Contractor agrees that all copyrights in work product documents produced specifically for CMWD will be vested in CMWD and Contractor relinquishes all claims to the copyrights in favor of CMWD. 15. NOTICES The name of the persons who are authorized to give written notices or to receive written notice on behalf of CMWD and on behalf of Contractor under this Agreement. ForCMWD Name Mario Remillard Title Meter Services Supervisor Carlsbad Municipal Water District Address 5950 El Camino Real Carlsbad, CA 92008 Phone 760-438-2722 x7153 For Contractor Name Title Jeramy Page Contract Administration Address 2111 North Molter Road Liberty Lake, WA 99019-9469 Phone 509-924-9900 I F: 509-891-3331 E-mail contract.reguest@itron.com Each party will notify the other immediately of any changes of address that would require any notice or delivery to be directed to another address. General Counsel Approved Version 4/2/15 4 UTIL 1547 16. CONFLICT OF INTEREST Contractor shall file a Conflict of Interest Statement with the City Clerk in accordance with the requirements ·of the City of Carlsbad Conflict of Interest Code. The Contractor shall report investments or interests in all four categories. 17. GENERAL COMPLIANCE WITH LAWS Contractor will keep fully informed of federal, state and local laws and ordinances and regulations . which in any manner affect those employed by Contractor, or in any way affect the performance of the Services by Contractor. Contractor will at all times observe and comply with these laws, ordinances, and regulations and will be responsible for the compliance of Contractor's services with all applicable laws, ordinances and regulations. Contractor will be aware of the requirements of the Immigration Reform and Control Act of 1986 and will comply with those requirements, including, but not limited to, verifying the eligibility for employment of all agents, employees, subcontractors and consultants that the services required by this Agreement. 18. DISCRIMINATION AND HARASSMENT PROHIBITED Contractor will comply with all applicable local, state and federal laws and regulations prohibiting discrimination and harassment. 19. DISPUTE RESOLUTION If a dispute should arise regarding the performance of the Services the following procedure will be used to resolve any questions of fact or interpretation not otherwise settled by agreement between the parties. Representatives of Contractor or CMWD will reduce such questions, and their respective views, to writing. A copy of such documented dispute will be forwarded to both parties involved along with recommended methods of resolution, which would be of benefit to both parties. The representative receiving the letter will reply to the letter along with a recommended method of resolution within ten (1 0) business days -or such other time period as may be agreed upon by CMWD and Contractor. If CMWD and Contractor are not able to agree upon a method of resolution within that time period, each party will have the right to commence any legal proceeding as permitted by law. 20. TERMINATION In the event of the Contractor's failure to prosecute, deliver, or perform the Services, CMWD may terminate this Agreement for nonperformance by notifying Contractor by certified mail of the termination. If CMWD decides to abandon or indefinitely postpone the work or services contemplated by this Agreement, CMWD may terminate this Agreement upon written notice to Contractor. Upon notification of termination, Contractor has five (5) business days to deliver any documents owned by CMWD and all work in progress (which is produced specifically for CMWD) to the CMWD address contained in this Agreement. CMWD will make a determination of fact based upon the work product delivered to CMWD and of the percentage of work that Contractor has performed which is usable and of worth to CMWD in having the Agreement completed. If contested by Contractor, CMWD and Contractor, the matter will be referred to dispute resolution under Section 19. Either party upon tendering thirty (30) days written notice to the other party may terminate this Agreement. In this event and upon request of CMWD, Contractor will assemble the work product and put it in order for proper filing and closing and deliver it to CMWD. Contractor will be paid for work performed to the termination date; however, the total will not exceed the lump sum fee payable under this Agreement. General Counsel Approved Version 4/2/15 5 UTIL 1547 21. COVENANTS AGAINST CONTINGENT FEES Contractor warrants that Contractor has not employed or retained any company or person, other than a bona fide employee working for Contractor, to solicit or secure this Agreement, and that Contractor has not paid or agreed to pay any company or person, other than a bona fide employee, any fee, commission, percentage, brokerage fee, gift, or any other consideration contingent upon, or resulting from, the award or making of this Agreement. For breach or violation of this warranty, CMWD will have the right to annul this Agreement without liability, or, in its discretion, to deduct from the Agreement price or consideration, or otherwise recover, the full amount of the fee, commission, percentage, brokerage fees, gift, or contingent fee. 22. CLAIMS AND LAWSUITS By signing this Agreement, Contractor agrees that any agreement claim submitted to CMWD must be asserted as part of the agreement process as set forth in this Agreement and not in anticipation of litigation or in conjunction with litigation. Contractor acknowledges that if a false claim is submitted to CMWD, it may be considered fraud and Contractor may be subject to criminal prosecution. Contractor acknowledges that California Government Code sections 12650 et seq., the False Claims Act applies to this Agreement and, provides for civil penalties where a person knowingly submits a false claim to a public entity. These provisions include false claims made with deliberate ignorance of the false information or in reckless disregard of the truth or falsity of information. If CMWD seeks to recover penalties pursuant to the False Claims Act, it is entitled to recover its litigation costs, including attorney's fees. Contractor acknowledges that the filing of a false claim may subject Contractor to an administrative debarment proceeding as the result of which Contractor may be prevented to act as a Contractor on any public work or improvement for a period of up to five (5) years. Contractor acknowledges debarment by another jurisdiction is grounds for CMWD to terminate this Agreement. 23. JURISDICTION AND VENUE Any action at law or in equity brought by either of the parties for the purpose of enforcing a right or rights provided for by this Agreement will be tried in a court of competent jurisdiction in the County of San Diego, State of California, and the parties waive all provisions of law providing for a change of venue in these proceedings to any other county. 24. SUCCESSORS AND ASSIGNS It is mutually understood and agreed that this Agreement will be binding upon CMWD and Contractor and their respective successors. Neither this Agreement nor any part of it nor any monies due or to become due under it may be assigned by Contractor without the prior consent of CMWD, which shall not be unreasonably withheld. 25. ENTIRE AGREEMENT This Agreement, together with any other written document referred to or contemplated by it, along with the purchase order for this Agreement and its provisions, embody the entire Agreement and understanding between the parties relating to the subject matter of it. In case of conflict, the terms of the Agreement supersede the purchase order. Neither this Agreement nor any of its provisions may be amended, modified, waived or discharged except. in a writing signed by both parties. Ill Ill Ill General Counsel Approved Version 4/2/15 6 UTIL 1547 26. AUTHORITY The individuals executing this Agreement and the instruments referenced in it on behalf of Contractor each represent and warrant that they have the legal power, right and actual authority to bind Contractor to the terms and conditions of this Agreement. CONTRACTOR ITRON, INC., a Washington corporation (print name/title) By: (sign here) (print name/title) CARLSBAD MUNICIPAL WATER DISTRICT, a Public Agency organized under the Municipal Water Act of 1911, and a :~bsidia~City of Carlsbad M~LL President ATTEST: If required by CMWD, proper notarial acknowledgment of execution by contractor must be attached. If a corporation, Agreement must be signed by one corporate officer from each of the following two groups. Group A Chairman, President, or Vice-President Group B Secretary, Assistant Secretary, CFO or Assistant Treasurer Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation. APPROVED AS TO FORM: CELIA A. BREWER, General Counsel By:~ Deputy General Counsel General Counsel Approved Version 4/2/15 7 ITRON, INC. Officer Certificate The undersigned, being the duly elected and qualified Assistant Corporate Secretary of Itron, Inc., a corporation organized under the laws of the state of Washington, USA (the "Company"), does hereby certify on behalf of the Company, the following: Robert H. A. Farrow is the duly elected, qualified, and acting Vice President of Treasury and Interim Chief Financial Officer for the Company, and he is authorized and qualified to enter into contracts, agreements, tenders, and other documents in the name of, and on behalf of, the Company. ~WITNESS WHEREOF, the undersigned has executed this Certificate as of the ~ay of May, 2017. ITRON, INC By:~t5'·l~ Assistant Corporate Secretary Acknowledgement I, E'i/1(' J.-le & I I oc), , Notary Public in and for the State of Washingto , U.S.A., hereby certify that I know the person appearmg before me as MariLyn R. Hill, who I know to be the Assistant Corporate Secretary of the Company and who I believe is legally qualified to perform this act. Subscribed to and sworn before me this CO~ay ofMay, 2017. Notary Public residing in the state of Washington, county of Spokane. [Seal ofthe Notary Public] Notary PubUc State of Washington ERYN L McCULLOCH My Appoia•' aent Expires August 26, 2017 ._ ________________ _.1 Statement of Work-Short Form City of Carlsbad, CA Author: Jeramy Page Date: 31312017 Versiont 3.12 ltron, Inc. USA www.itron.com Exhibit "A" ~·-·-Exhibit "A"J Date Author J Version. Change Reference J 9!7/2016 J Jbramy Page J J.O J date Created J 3/3/17 Jeramy page] J 3.2 Updated deliverables, solution components, and invoicing terms. This Statement of Work ("SOW') document defines the activities ("Services") to be performed by ltron, Inc. ("ltron") for City of Carlsbad, CA ("Customer") for Carlsbad ("Project'). I If 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 a Cloud Services implementation in support of one (1) production instance of the Choice Connect Fixed Network software. The expected duration of the project is four (4) months. By signing this SOW, Customer engages ltron to provide the following Services and Deliverables related to the Project: C.1. I~RON Deliverables The following deliverables will be performed by ITRON for this project. • Lead, schedule and facilitate Project kickoff meeting to discuss system overview, implementation requirements and Project schedule. • Participate in regular Project planning I status meetings. • Coordinate and manage ITRON Consulting, Support and Engineering services as required. • Provide initial network design based meter locations and asset lists provided by CUSTOMER. • Provide final network design based on meter location and network asset lists and site survey reports provided by CUSTOMER. Inaccurate site survey reports or changes to the asset list may result in Project change order. • Support MDI file development. • Provide one production instance of CCFN hosted by ltron in cloud environment. Environment will be considered accepted following the completion of the CCFN functional testing or 30 days after the CCFN was formally made available to the CUSTOMER, whichever comes first. Refer to SaaS Amendment for additional SaaS deliverables. • Provide electronic copies of standard CCFN training materials. Page 2 of~ Exhibit "A" I • Conduct CCFN system user training, with specific training sessions defined during Project planning meeting. (Maximum of 30 hours) • Complete transition to ITRON Technical Support Services documentation. • Transition project to ITRON Support Services. C.2. CUSTOMER Deliverables The following deliverables will be performed by the CUSTOMER for this project. • Participate, schedule and facilitate Project kickoff meeting to discuss system overview, implementation requirements and Project schedule. • Provide details for CCU and repeater specifications at time of ordering. • Provide meter and network asset location data per Iron's specifications. • Schedule bi-weekly Project planning/status meetings. • Evaluate initial network design for network site viability and RF interference. • Perform site surveys and complete site survey reports, including confirmation of network installation locations, to ITRON. • Install network hardware (CCU and Repeaters) in accordance with ITRON installation instruction manual and ITRON approved final network design locations. • Endpoint Installations and data updates to the CIS (Customer Information System). • Provide a standard system design document based on kickoff meeting input. • Develop MDI file creation • Perform and test any integrations to CIS or other systems. • Attend CCFN training session. • Support functional testing and lead integration and end-to-end testing. • Support completion of transition to ITRON Technical Support Services documentation. • Support Project transition to ITRON Technical Support Services. C.3. Project Schedule ~he Project schedule is dependent on resource availability after the fully executed agreement is received by ltron. The Project schedule will be defined during the Project Kick-Off meeting as well as roles and responsibilities of the entire project team. Work is anticipated during working hours Monday-Friday. No after hours, weekend, or holiday hours work is anticipated. C.4. Assumptions This section provides the key assumptions for the Proj~ct. 1. CUSTOMER is responsible for data quality and cleansing before. 2. ITRON services will be performed remotely unless otherwise requested by CUSTOMER for end- user training. Travel costs for any other onsite work may be estimated as requested. 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 of ltron Analytics and Customer Portal. Page 3 of q ~---Exhibit "A" I 5. Changes to configuration (opening firewall ports, changes to Oracle parameters, Windows OS, etc ... ) must be completed within specified timeline. 6. CUSTOMER is responsible for implementing MV-RS, CCFN, or FCS under a separate SOW. No ITRON project support for MV-RS, CCFN, or FCS or its integrations or any other integration is included in this SOW. 7. CUSTOMER will appoint a technically qualified Project Manager who will be the key point of contact for ITRON related to the Services provided under this SOW. The CUSTOMER PM will be the primary point of contact to the end customer. 8. Compound meters must be clearly identified. 9. CUSTOMER is responsible for all interface development. 10. CUSTOMER is responsible for all network device installation. Total fees for the PROJECT are calculated to be $31, 100.00(USD) on a fixed fee basis. The SERVICES and assumptions that are included in the scope of this SOW are described in the pricing summary reference number BMR# 9795-16 Ver 4 Feb. These fees are based upon ltron's recommended engagement approach, staffing levels, scope of the Project and Project Schedules as outlined in this SOW. Modifications to any of these factors will result in changes to the estimated fees. ITRON will invoice CUSTOMER monthly for Services performed and for costs incurred. 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. CUSTOMER shall pay all taxes, if any, due for Services provided by ITRON to CUSTOMER under this SOW. Month 1 25% of services pricing $7,775.00 Invoiced at the end of the first full month of the project. Measured from Project kickoff. Month 2 25% of services pricing $7,775.00 Invoiced at the end of the second full month of the project. Measured from Project kickoff. Month 3 25% of services pricing $7,775.00 Invoiced at the end of the third full month of the project. Measured from Project kickoff. Month 4 25% of services pricing $7,775.00 Invoiced at the time of transition to support. Total 1 00% of service pricing $31,100.00 Page 4 of~ ~--- D. 1. Project Schedule Exhibit "A" I The project schedule is identified as being four (4) month. If for reasons outside of ITRONs control the project extends beyond the 4-month duration a maintenance fee to provide Project support will be charged to the project equivalent to eight (8) hours a week invoiced at $190 an hour; additional travel will be billed at $370 per day. These hours will be used at ltron discretion and billed in conjunction with the above services fees. Purchase Order # Page 5 of~ Exhibit "A" I Customer and ltron agree to the terms of this SOW and by signing below, Customer authorizes ltron to perform the Services detailed herein. Authorized Signature Printed Name I l Title I l Date Statement of Work Identifier: City of Carlsbad, CA isMR#: 9795-1G Ver 4 Feb SOW Author: Jeramy Pa9e Date Created: I 09/07/20116 Version:b.1l Authorized Signature Title Date Please e-mail or fax a PDF file of the signed SOW to the contact below. E-mailing or faxing only the signature page is acceptable. A fully executed copy will be returned to you electronically in PDF format by e-mail. If an original signed paper agreement is required, please mail the signed SOW to the address below. If mail is used, overnight service is recommended. Please provide a tracking number to Christian Anderson. A fully executed copy will be returned to you electronically in PDF format by e-mail and the original signed paper copy will be returned by mail. ltron, Inc. 2111 N. Molter Rd. Liberty Lake, WA 99019 Attn: Contract Administration Fax: (509) 891-3331 or pdf and email to contract req11est@itmn cbm. Page 6 of~ ltro;, ElectricM!ater!Gas Information collection, analysis and application 2111 N. Molter Rd. Liberty Lake, WA 99019 fax: 866-787-6910 VII'NW'.itron.com Item Category Description ERT's, Network Infrastructure, and Hardware 1 ERT 1 OOW+, Encoder with Integral Connector & Antenna Connector 2 ERT Accessories 1 OOW Through-the-Lid remote mount antenna Kit 3 Network CCU 100, Internal GPS/WAN Antenna, AC powered, Cellular WAN with direct mount ERT antenna and hardware 4 Network CCU 100, External GPS/WAN Antenna, AC powered, Cellular WAN with remote mount ERT antenna and hardware 5 Network Repeater 100, Internal GPS/WAN Antenna, AC powered with direct mount ERT antenna and hardware ERT's, Network Infrastructure, and Hardware Total Professional Services 6 Professional Project management and system engineering services Services 7 Professional Hosted Fixed Network Implementation and Training Services Annual Maintenance 8 Annual Maintenance 9 Annual Maintenance 10 Annual Maintenance Notes and Assumptions Professional Services Total Fixed Network 100 System Total CCU 100, Internal GPS/WAN Antenna, AC powered, Cellular WAN with direct mount ERT antenna and hardware CCU 100, Internal GPS/WAN Antenna, AC powered, Cellular WAN with direct mount ERT antenna and hardware Repeater 100, Internal GPS/WAN Antenna, AC powered with direct mount ERT antenna and hardware Annual Maintenance Total Qty 28,817 TBD 4 27 4 27 Exhibit "A" Budgetary Pricing Summary for City of Carlsbad, CA Unit Price BMR# 9795-16 Ver4 Feb February 27, 2017 Extended Price Notes Already Purchased/Installed $34.00 TBD $4,650.00 $18,600.00 (1-2) $5,600.00 $5,600.00 $3,400.00 $91,800.00 (1-2) $116,000.00 $13,650.00 $13,650.00 (3-4) $15,600.00 $15,600.00 $31,100.00 $147,100.00 $120.00 $480.00 $120.00 $120.00 $72.00 $1,944.00 $2,544.00 (1) Network configuration is based on location data provided by the utility. Changes to this data may affect collector and repeater quantities and mounting locations. Please refer to ltron's Propagation Study. (2) Network configuration above is for the Southeast area of Carlsbad. (3) Professional Services price is based on a 4 month project duration. ltron has included 40 hours for a Project Manager (remote) for a 4 month project. ltron will create a formal Scope of Work and confirm the Professional Services quoted; a more detailed discussion of project requirements will be conducted with the Utility. Carlsbad is responsible for network installation. Carlsbad is responsible for ERT installation. The Utility will be responsible for any ongoing lease fees for third- party sites. The actual agreement for placement of the equipment will be between the Utility and the third-party owner. (4) Carlsbad is responsible for MDI Interface and Network Hardware installation. (5) Taxes and freight are not included. Prices are in US dollars. Prices are valid for 180 days. Page 1 Exhibit "A" Electric I Gas I Water ltron Total AMI Information collection, analysis and application City of Carlsbad, CA 2111 N. Moner Rd. liberty Lake, WA 99019 fax: 866-787-6910 WNN.itron.com Item Category ltron Total AMI Description Annual Services ltron Total AMI -ltron Network Software ltron Total AMI Year 1 Notes and Assumptions (1) llron Total AMI is based on the total number of ERT's. Quantity 28,817 Price Per Meter/ Per Month $0.102 Monthly Fee $2,939.33 $2,939.33 BMR# g7g5-16 Ver4 Feb February 27, 2017 Notes (1-3) Annual Fee $35,272.01 $35,272.01 ltron Total AMI is ltron's SaaS offering that includes software license, software maintenance, IT Administration, IT infrastructure, and backhaul communication fees for Fixed Network. (2) ltron Total AMI SaaS for ltron Fixed Network is configured to support 28,817 ERT's and 400 days storage of 60 minute interval data. (3) ltron AMI SaaS is offered for a minimum term of 12 months and will be invoiced annually. On an annual basis, the ltron Cloud Services Team will assess how many endpoints are being managed by the system. If the endpoint count exceeds the contracted amount by >5%, ltron will provide client revised pricing. SUPPLEMENT TO MASTER SALES AGREEMENT Exhibit "8" This Supplement is attached to and made a part of the 2017 Master Sales Agreement between the CARLSBAD MUNICIPAL WATER DISTRICT ("CMWD") and ITRON, INC. dba IBS ("Contractor"). 1. Technology & Services Addenda. The attached Transaction Summary identifies Technology & Services Addenda that are attached to and made a part of this Supplement and the Agreement. This Supplement, the Addenda, and the main body of the Master Sales Agreement taken together constitute the Agreement as a whole. In the event of a conflict between the main body of this Master Sales Agreement and this Supplement or an Addendum, this Supplement or the Addendum will control to the extent necessary to resolve the conflict. 2. Fees, Taxes, and Payment. 2.1 Fees. Fees will be specified in a pricing summary made a part of this Agreement. ltron reserves the right to modify the pricing summary from time-to-time during the term of this Agreement upon thirty (30) days' prior written notice to Customer for any new purchase orders. Changes to the pricing summary will require a written amendment to the Agreement before becoming effective. 2.2 Taxes. Prices and charges for products and services are exclusive of taxes, levies, duties and similar governmental assessments ("Taxes"), all of which are the responsibility of Customer to pay. Customer is responsible for paying all Taxes applicable to transactions. If ltron has the legal obligation to pay or collect Taxes for which Customer is responsible, the appropriate amount shall be invoiced to and paid by Customer, unless Customer provides a valid tax exemption certificate or direct pay permit authorized by the appropriate taxing authority. ltron is solely responsible for taxes assessable against ltron based on its income, property and employees. 2.3 Payment. All purchase orders are subject to credit approval. Payment terms are net thirty (30) days from the date of invoice. All payments shall be made in US currency. Late payments shall accrue interest from the due date at the rate of 1.0% of the outstanding balance per month, or the maximum rate permitted by law until the date paid, and ltron may condition future renewals and purchase orders on payment terms shorter than thirty (30) days. 3. Termination. 3.1 Termination for Convenience. Customer may terminate this Agreement for convenience upon thirty (30) days' prior written notice to ltron; an early termination for certain services may apply. ltron may terminate this Agreement for convenience upon one-hundred eighty (180) days' prior written notice to Customer. 3.2 Termination for Cause. Other than Customer's nonpayment which shall constitute a breach of this Agreement if full payment is not received within five (5) days of written notice, 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 1 Exhibit "8" to the other Party's confidential information; or (iii) commits a material breach of this Agreement that remains uncured for thirty (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). 3.3 Surviving Provisions. 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. 4. Privacy. 4.1 General. If, in the course of providing any services, ltron has or obtains, to any extent and for any reason, any access to Customer Data, then the terms and conditions of this Section 4 will apply. 4.2 Definition of Customer Data. "Customer Data" means any information about Customer's existing or prospective customers that ltron acquires, develops, or derives under this Agreement. Customer Data may include, without limitation, any personally identifying information relating to an existing or prospective customer, or any other information that, either individually or when combined with other information could be used to derive information specific to a particular customer or prospective customer, which information is not generally available to the public and which ltron acquires or derives in carrying out its obligations under this Agreement. Customer Data includes, but is not limited to, information regarding a User's identity social security number, telephone number, credit card number, e-mail address, account information, service purchase and usage information. 4.3 Use of Customer Data. ltron may only collect, access, use, maintain, or disclose Customer Data to fulfill its obligations under this Agreement. Customer exclusively owns all Customer Data and ltron agrees to return, or at the election of Customer, destroy (and confirm in writing the destruction) all Customer Data upon the termination or expiration of this Agreement, or earlier if requested to do so in writing by Customer. 4.4 Reservation of Rights to Customer. Subject to the limited rights granted by Customer hereunder, ltron acquires no right, title or interest from Customer or its licensors under this Agreement in or to Customer Data, including any Intellectual Property rights (defined below) in that Customer Data. 4.5 Safeguards. ltron will employ administrative, physical, and technical safeguards that are reasonably designed to prevent unauthorized collection, access, disclosure, and use of Customer Data while in its custody ("Safeguards"). The Safeguards ltron employs must: (1) meet, at a minimum, industry practice; and (2) be reasonably designed to ensure that only ltron personnel with a need to know the Customer Data have access to it. ltron will promptly notify Customer of any known breach of any Safeguards, and ltron and Customer will cooperate to investigate and remedy any such breach and any related dispute, inquiry, or claim. 5. Warranties. 5.1 Services & Deliverables Warranties. Express warranties for products and services (the Express Warranties") will be stated in the applicable Addenda for the period stated therein (the "Express Warranty Period"). 2 Exhibit "8" 5.2 Certain Warranty Exclusions. The warranties under this agreement and the addenda do not cover problems caused by external causes, including accidents, acts of vandalism, abuse, misuse, inadequate maintenance, unknown or unforeseen electromagnetic disturbances on the network, problems with electrical power, or with the quality of the water, the energy or the network, acts of god, service (including installation or de-installation) not performed or authorized by ltron. 5.3 Disclaimer of Warranties. Warranties under this agreement, together with all express warranties contained in any addendum, statement of work, or otherwise incorporated in this agreement, constitute and express the entire statement of the parties with respect to warranties. The parties disclaim 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. 6. Limitation of Liability. 6.1 No Consequential Damages. Neither party will be liable hereunder for consequential, indirect or punitive damages (including lost profits or savings) for any cause of action, whether in contract, tort or otherwise, even if the party was or should have been aware of the possibility of these damages 6.2 Fee Limitation. In no event shall either party be liable for damages in excess of three million dollars ($3,000,000), including but not limited to ltron's obligations under section 9 of the main body of the agreement ("indemnification"). 7. Intellectual Property. 7.1 Definition. "Intellectual Property" means intellectual and industrial property rights, and moral rights or similar or analogous proprietary rights, pertaining to a particular invention, work of authorship, symbol or other mark or designation indicative of source or quality, or other particular item of tangible or intangible property, arising under statutory or common law or by contract, in the United States or another country that recognizes such rights, whether or not perfected, now existing or hereafter filed, issued, or acquired, including: (i) patent rights associated with an invention and processes (including business processes), methods and apparatuses entailed by such invention (including, as applicable, the rights to make, use, sell, offer to sell, import , or have made, and the rights to file and prosecute patent applications and provisional patent applications); (ii) rights associated with works of authorship, including copyrights and mask work rights (including the rights to copy, adapt, distribute, display, perform, and create derivative works); (iii) rights relating to the protection of trade secrets and confidential information (including the rights to use and disclose); (iv) trademarks, service marks, trade dress, trade names, and design patent rights (including the right to goodwill appertaining thereto); (v) moral rights; and (vi) other rights analogous, similar, or comparable to those described by the foregoing clauses (i) through (v), and other proprietary rights relating to intangible property (including licensing rights and shop rights). 7.2 Reservation of Intellectual Property Rights. ltron reserves all rights, title and interest in and to all of its Intellectual Property. Customer reserves all rights, title and interest in and to all of its Intellectual Property. All work product produced by ltron or its agents, employees, and subcontractors pursuant to this Agreement specifically for Customer is the property of Customer. 3 Exhibit "B" 7.3 Suggestions. ltron shall have a royalty-free, worldwide, irrevocable, perpetual license to use and incorporate into its products and services any suggestions, enhancement requests, recommendations or other feedback provided by Customer. 8. Miscellaneous. 8.1 Waivers. 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. 8.2 No Assignment. This Agreement is personal to each Party, and none of the rights of a Party hereunder shall be sold, transferred, assigned or sublicensed by a Party. 8.3 Captions; Section Numbers. Article, section and paragraph numbers and captions are provided for convenience of reference and do not constitute a part of this Agreement. Any references to a particular Section of this Agreement will be deemed to include reference to any and all subsections thereof. 8.4 Neither Party Deemed Drafter. Despite the possibility that one Party or its representatives may have prepared the initial draft of this Agreement or any provision or played a greater role in the preparation of subsequent drafts, the parties agree that neither of them will be deemed the drafter of this Agreement and that, in construing this Agreement, no provision hereof will be construed in favor of one Party on the ground that such provision was drafted by the other. 8.5 Expenses. Each Party will be responsible for, and will pay, all expenses paid or incurred by it in connection with the planning, negotiation, and consummation of this Agreement. 8.6 Anti-Corruption. Customer has not received or been offered any illegal or improper bribe, kickback, payment, gift, or thing of value from an ltron employee or agent in connection with this Agreement. Reasonable gifts and entertainment provided in the ordinary course of business do not violate the above restriction. If Customer learns of any violation of the above restriction, it will use reasonable efforts to promptly notify ltron's Law Department via the contact information in the notices section. 8.7 Relationship of the Parties. The Parties are independent contractors for all purposes and at all times. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship between the Parties. ltron has the responsibility for, and control over, the methods and details of performing services and providing products under this Agreement. ltron will provide all tools, materials, training, hiring, supervision, work policies and procedures, and be responsible for the compensation, discipline and termination of ltron personnel. Neither Party has any authority to act on behalf of, or to bind the other to any obligation. 8.8 Compliance with Law. ltron and Customer will at all times perform their respective obligations under this Agreement in compliance in all material respects with all applicable foreign, domestic, state, and local laws and regulations of all applicable foreign and domestic jurisdictions, and in such a manner as not to cause the other to be in material violation of any applicable laws 4 Exhibit "B" or regulations including any applicable requirements of any foreign, domestic, state, or local authority regulating health, safety, employment, the environment, consumer protection, security, exportation, information services, or telecommunications. 8.9 Governing Law. This Agreement and performance hereunder will be governed by and construed in accordance with the laws of the State of California without reference to their conflicts of law principles or the United Nations Convention on Contracts for the Sale of Goods. 8.10 Forum Selection. The Parties agree that all actions and proceedings arising out of or related to this Agreement, except as necessary to enforce indemnity or defense obligations, will be brought only in a state court located in San Diego County, California or in the United States District Court for the Southern District of California. The Parties hereby consent to such venue and to the jurisdiction of such courts over the subject matter of such proceeding and themselves. 8.11 Notices. Except as otherwise specified in this Agreement, all notices, permissions and approvals hereunder shall be in writing and shall be deemed to have been given upon: (i) personal delivery, (ii) the second business day after mailing, (iii) the second business day after sending by overnight delivery, (iv) the second business day after sending by confirmed facsimile, or (iv), except for legal notices, the first business day after sending by email. All legal notices shall be clearly identified as such. 8.12 Severability. If any provision of this Agreement or its applications to particular circumstances is determined by a court of competent jurisdiction to be invalid or unenforceable, that provision (or its application to those circumstances) will be deemed stricken and the remainder of this Agreement (and the application of that provision to other circumstances) will continue in full force and effect insofar as it remains a workable instrument to accomplish the intent and purposes of the parties; the parties will replace the severed provision with the provision that will come closest to reflecting the intention of the parties underlying the severed provision but that will be valid, legal, and enforceable. 8.13 Force Majeure. Except for the obligation to pay monies due and owing, neither Party shall be liable for any delay or failure in performance due to events outside the defaulting Party's reasonable control, including without limitation acts of God, earthquake, labor disputes, industry wide shortages of supplies, actions of governmental entities, riots, war, terrorism, fire, epidemics, or delays of common carriers or other circumstances beyond its reasonable control. The obligations and rights of the defaulting Party shall be extended for a period equal to the period during which such event prevented such Party's performance. 8.14 No Third Party Rights. This Agreement is entered into only for the benefit of Customer and ltron and no other person or entity shall have the right to enforce any of its terms. 8.15 Authorization. Each Party represents and warrants that the signing, delivery and performance of this Agreement has been properly authorized. 8.16 Counterparts. This Agreement may be executed by facsimile or scan and in counterparts, which taken together shall form one legal instrument. [Transaction Summary Follows] 5 Exhibit "B" TRANSACTION SUMMARY TO MASTER SALES AGREEMENT Technology & Services Addendum to Master Sales Agreement 1. Equipment Purchase & Warranty Schedule Addendum 2. Software License Addendum 3. Maintenance & Support Services Addendum 4 . Installation/Implementation Services Addendum 5. Cloud Infrastructure Service Addendum(c) (dl 6. Software-as-a-Service Addendum (e) 7. Managed Services Addendum (fl 8. Managed Services In-Field Maintenance Option jgl D jgl jgl D jgl D D [Note (c): Cloud Infrastructure Service requires the purchase of a Software License for the application which will be run, maintained, and supported by ltron on ltron's Cloud Infrastructure. If not perpetual, the term of the software license must be for at least the term of the Cloud Infrastructure services.} [Note (d): Cloud Infrastructure Service also requires the purchase of Software Maintenance & Support Services for the duration of the software license.] [Note (e): A software license is not provided in connection with Software-as-a-Service, which is a subscription service only. Accordingly, no Software License Addendum will be included for applications provided as Software-as-a-Service.] [Note (k): Managed Services is a subscription service only and includes Software-as-a-Service. (Please ensure that the Software-as-a-Service Option is also selected. Software License Addendum will not be included for applications provided as part of Managed Services. ] I Pricing Summary (Exhibit "A'? BMR# 9795-16 Ver3 Feb 6 Exhibit "8" TECHNOLOGY & SERVICES ADDENDUM -Equipment Purchase & Warranty Schedule - 1. Ordering of Equipment. During the term of the Agreement, Customer shall order quantities of equipment by issuing a purchase order to ltron, with a requested ship date agreeable to both Parties -in each case specifying the type and quantity of equipment, the shipment destination and the requested ship date. 2. Firmware. The purchase of equipment manufactured by ltron includes a perpetual, irrevocable license to use and execute any software embedded in the equipment. The license to any software embedded in third party equipment purchased by Customer through ltron shall be between Customer and the manufacturer of such third party equipment. 3. Equipment Invoicing. ltron will invoice Customer for equipment upon shipment. 4. Ordering Lead Time & Ship Date. Unless otherwise provided in an agreed-upon purchase order, the required lead time for equipment manufactured by ltron shall be ninety (90) days between the date ltron receives the purchase order and the ship date; and the required lead time for third party equipment shall be the applicable third party manufacturer's then-current, standard lead time. ltron shall have no obligation to accept any requested ship date that is sooner than the required lead time. 5. Order Cancellation & Rescheduling. Unless otherwise provided in an agreed-upon purchase order, a purchase order for equipment may not be canceled or rescheduled by Customer. 6. Forecasts. If requested by ltron, Customer will provide non-binding forecasts, at reasonable intervals, of Customer's anticipated demand and ship dates for equipment. 7. Delivery & Risk of Loss. 7.1 Delivery. ltron shall cause the equipment to be delivered to Customer (or Customer's authorized agent) at customer's expense in accordance with the purchase order and by the specified ship date, provided that all purchase order content and lead time requirements have been met. 7.2 Title and Risk of Loss. Title to equipment and risk of loss or damage will transfer to Customer on the ship date, with the exception that title and risk of loss will transfer to Customer upon delivery where the ship-to location is in Canada. 8. Documentation. ltron shall make its standard product documentation available via download. ltron will provide Customer with download instructions. 9. Inspection by Customer. Customer shall inspect a shipment within a reasonable period of time after receiving shipment-and in all events no longer than seven (7) days-to confirm that the items delivered are the equipment ordered and that the quantity received is the same as the quantity ordered. 10. Limited Equipment Warranty. 10.1 Limited Warranty. ltron warrants to Customer that the ltron-manufactured equipment will be free from defects in materials and workmanship and will conform to the applicable specifications for a period of one (1) year from the date of shipment, unless otherwise 7 Exhibit "B" stated in the attached warranty schedule for ltron-manufacture equipment. For avoidance of doubt, components parts of ltron-manufactured equipment that are provided by third-party manufacturers and developers -and which are integrated into ltron-manufactured equipment - are covered by this Section 10 warranty. 10.2 Repair or Replacement. 1 0.2.1 ltron reserves the option to repair or replace the ltron-manufactured equipment returned to ltron's facilities under warranty. ltron's warranty under this Section, does not include freight to the ltron designated facilities; however, it does include return freight to Customer's location in the event that the returned unit of ltron-manufactured equipment is determined to be faulty and under warranty. 1 0.2.2 Labor costs associated with removal or reinstallation of failed equipment at Customer location, after the initial deployment of equipment, is not included in ltron's warranty under this Section. 10.3 Warranty on Repaired or Replaced Equipment. Repaired and replacement ltron-manufactured equipment will be warranted for the remainder of the original warranty period set forth above, but no less than six (6) months from repair or replacement. 11. Exclusions to Warranty on ltron-Manufactured Equipment. The above Section 10 warranty on ltron-manufactured equipment does not cover damage due to external causes, including accident, abuse, misuse, inadequate maintenance, problems with electrical power, acts of God; service (including installation or de-installation) not performed or authorized by ltron; usage not in accordance with product instructions or in a configuration not approved by ltron; normal wear and tear; and problems caused by use of parts and components that are not supplied by ltron. The warranty provided herein shall be void if the equipment is modified in a way not authorized in writing by ltron. 12. Pass-Through Warranties on Third-Party Equipment. ltron is not the manufacturer of the equipment specifically identified in the third party equipment warranty schedule as third party equipment and makes no representations or warranties whatsoever, directly or indirectly, express or implied, as to the suitability, durability, fitness for use, merchantability, condition, quality, performance or non-infringement of the third party equipment. With respect to ltron, customer purchases third party equipment "as is." third party equipment shall be subject to any warranties provided by the third party equipment manufacturer. Modifications may void or otherwise limit any warranty applicable to third party equipment. See the attached Third Party Equipment Warranty Schedule. if applicable. for an informational use only summary of third party warranties for Third Party Equipment. ltron will act as a liaison with the Third Party Equipment providers in regard to the Third Party Equipment warranties and will make commercially reasonable efforts to assist Customer in enforcing those warranties. [Warranty Schedule Follows] 8 Exhibit "8" ltron Equipment Warranty Schedule To Supplemental Equipment Purchase Terms 1 OOW and 60W series water endpoints (including battery) Full warranty consistent with the warranty terms in the Agreement for the first 10 years from shipment. For warranty claims in years 11 through 15, ltron's sole obligation will be to provide Customer with a discount on replacement product equal to 50 percent of its then-current list price for the replacement product. For warranty claims in years 16 through 20, ltron's sole obligation will be to provide Customer with a discount on replacement product equal to 25 percent of its then-current list price for the replacement product. The warranty on ltron water endpoints shall be void if the endpoint is used in connection with a third party reading system that is not ltron. 9 Exhibit "8" TECHNOLOGY & SERVICES ADDENDUM -Maintenance & Support Services (Hardware & Software) - ·1. Additional Definitions. The following defined terms are in addition to those defined in the Agreement: "Annual Adjustment" means ltron's standard annual price increase. "Annual Fee" means the annual fee identified in the pricing summary for each category of Covered Product plus the Annual Adjustment, if any. The Annual Fee for any partial Maintenance Year (i.e., for Covered Products with a Maintenance Commencement Date that falls after the beginning of the Maintenance Year) shall be prorated based on the applicable number of months Customer is to receive Services under this Addendum during such Maintenance Year. "Contact Documents" means the "ltron Support Services Contacts" document, which can be obtained by calling (877) 487-6602, including for example, the ltron Equipment Repair Table and Working Effectively with ltron Client Services documents. "Covered Product" means Covered Software and Covered Equipment. "Covered Software" means the software identified in the pricing summary to this Addendum. "Covered Equipment" means the equipment identified in the pricing summary to this Addendum which is ltron Equipment. (ltron Equipment is distinguished from equipment manufactured by a third-party that Customer may purchase through ltron under an Equipment Purchase Agreement Document or other commercial sales agreement. "End of Support" means a commercial decision by ltron to discontinue maintenance and support services for specific Covered Products or to discontinue offering a particular Covered Product to ltron customers in general, along with that Covered Product's associated maintenance and support. "Error" means a failure of the Covered Software or Covered Software platform to substantially comply with the applicable Specifications. "Fix" means a correction of an Error, including a work-around, in order for Covered Software to function in accordance with the applicable Specifications. "Improvement" means an update, modification, enhancement, extension, new version (regardless of name or number), new module, or other change to Covered Software that is developed or otherwise provided by ltron. "M&S Commencement Date" means the date upon and after which a Covered Product is entitled to receive Services under this Addendum in accordance with the terms of this Addendum, which -unless otherwise stated in the pricing summary-is (a) for Covered Software that is an ltron product, the first day of the month following delivery by agreed-upon method of the Covered Software (e.g., electronic or physical medium), except that the Maintenance Commencement Date for MV-RS Software is the warranty expiration date; and (2) for Covered Equipment that is ltron Equipment, the warranty expiration date. "M&S Services Option" means the maintenance and support services option for Covered Equipment or Covered Software, including Service Levels, as set forth in Attachment B-1. 10 Exhibit "8" "Maintenance Year" means, for each Covered Product, a period of one (1) year beginning on the Effective Date, any anniversary thereof, or agreed-upon coverage start date. "Mandatory Revision" means a software revision that Customer is required to accept in order to correct or address any one of the following issues: a material Error or a material security breach; or third party infringement claim. "Operating Condition" means that the Covered Equipment performs in accordance with the applicable Specifications. "Principal Services Contacts" means the Customer personnel that Customer is required to designate to serve as Customer's principal relationship contacts for all Services under this Addendum. "Loaned Mobile/Handheld Equipment" means Mobile Collector and/or Handheld units loaned by ltron to Customer, under the terms of this Addendum while Services are being performed on Customer's Mobile Collector and/or Handheld. "Service Levels" means, with respect to this Addendum, the response time, effort level, and escalation path procedures and guidelines described in Attachment 1 to this Addendum. "Software Release" means a collection of Fixes or Improvements made available to ltron customers (either via physical media or electronic download access). "Service Request" means a request initiated by Customer for a technical support service within the scope of the applicable maintenance and support Services option purchased by Customer. "Technical Support Services" means ltron technical support services provided by technical representatives by telephone, email or other remote means to assist Customer's Principal Service Contacts with questions related to the operation of the Covered Products. 2. Effect of Termination. 2.1 Termination of Agreement. Except as otherwise provided in Section 2.1.2 below, ltron shall not be obligated to provide any Services under this Addendum upon termination of this Addendum. 2.1.1 If either Party terminates the Agreement Customer shall not be entitled to a prorated refund of the applicable Fee. 2.1.2 Unless ltron terminates the Agreement for breach or default by Customer, ltron will continue to provide Services under this Addendum that were purchased by Customer prior to the termination date -and the terms and conditions of this Addendum will continue to govern such Services. 2.2 End of Support. ltron may discontinue Services for any Covered Product, effective as of the end of the current Maintenance Year, by giving Customer written notice of such discontinuance no less than ninety (90) days prior to the end of such Maintenance Year. If the End of Support date is scheduled within a subsequent Maintenance Year, Fees for that subsequent term will be pro-rated through the appropriate End of Support date. At Customer's request, ltron may elect to provide custom support for products for which Maintenance Services have been discontinued at ltron's then-current rates. Unless otherwise agreed by the Parties in accordance with the foregoing sentence, ltron shall have no obligation to provide Services under 11 Exhibit "8" this Addendum with respect to Covered Products for which ltron has discontinued Services pursuant to this Section. 3. Principal Services Contacts. 3.1 Designation by Customer. Customer shall designate no more than two (2) Principal Services Contacts for each Covered Product, as identified in the Contract Documents, to serve as administrative liaisons for all matters pertaining to the Services provided under this Addendum for such Covered Product line, and shall provide their contact information to ltron's customer account representative. Principal Services Contacts shall report problems with Covered Products (each such report, a "Service Request") as soon as practicable for entry into ltron's support tracking system. Although it is Customer's sole right to choose its Principal Services Contacts, Customer and ltron acknowledge that each Principal Services Contact should have the appropriate technical skills and training for the position. If Customer replaces a Principal Services Contact, Customer will provided updated contact information to ltron, and the new Principal Services Contact will undergo the same initial training as described in Section 3.2. 3.2 Training of Principal Services Contacts. Before a Principal Services Contact interfaces with ltron, the Principal Services Contact must attend training sessions offered by ltron, an ltron approved trainer, or Customer's training program approved by ltron to ensure that the Principal Services Contact is (a) knowledgeable about the operation of the Covered Products, and (b) qualified to perform problem determination and remedial functions with respect to the Covered Products. Such training sessions will be at ltron's then-current rates. Customer will be solely responsible for all travel and other expenses incurred in connection with each Principal Services Contact's attending the training sessions. The Principal Services Contact should have the skills and capabilities to train other Customer personnel on Covered Products ("train-the- trainer''). 3.3 Additional Training. If ltron notifies C4stomer that additional training of a Principal Services Contact is necessary, Customer will promptly ensure that the Principal Services Contact receive such training. 4. Technical Support Services & Service Requests. 4.1 Support Services. ltron will provide Technical Support Services during its then- current normal business hours. Technical Support Services include troubleshooting, problem diagnosis, release or system management, and recommendations for fully utilizing the Covered Products. Customer acknowledges and agrees that Technical Support Services are not intended as a substitute for training of Customer personnel, field support, or ltron professional services - all of which can be purchased separately. Nor will Customer use Technical Support Services in lieu of having qualified and trained support personnel of its own. ltron's current Technical Support Services contact and support hours are described in the Contacts Document. 4.2 Service Request Process. Customer shall submit Service Requests in the manner required by the Contact Documents and Service Levels. 4.3 Field Support. Upon mutual agreement of the Parties, ltron will dispatch support personnel to Customer's location to provide technical support. Such support will be billed at ltron's then-current hourly rates (with reasonable travel and living expenses invoiced at ltron's cost without markup), unless the cause of the reported problem is found to be the fault of ltron. 12 Exhibit "B" 5. Software Maintenance. 5.1 Fixes. ltron shall make commercially reasonable efforts to provide a Fix in accordance with the Service Levels. ltron's obligations with respect to Service Levels are contingent upon Customer (i) devoting the same level of effort to resolving the Error as is required of ltron, (ii) responding to requests made by ltron within the applicable Response Time, and (iii) assigning its most qualified personnel to help ltron address the Error. 5.2 Documentation. ltron will make an electronic copy of the Documentation available to Customer at no additional charge via physical media or download access. ltron will maintain a copy of its most recent supported version of the executable ltron Software to be made available to Customer as necessary in the event of corrupted or inoperative ltron Software. 5.3 Improvements. ltron shall provide Improvements, if any, at its then-current price for such Improvements (or at no charge if such Improvements are made available to ltron customers generally at no charge). 5.4 Software Releases. 5.4.1 Release Numbering Convention. Fixes and/or Improvements are made available to customers through periodic Software Releases. For informational purposes, ltron's current typical practice (which may be changed at any time in ltron's discretion) is to provide Software Releases using the numbering convention "XX.YY.ZZ." • The "XX" in ltron's numbering convention refers to a "System Release," which is a new version of the item of Covered Software. A System Release may include Fixes, Improvements or interfaces to new functional modules or platforms not previously supported by ltron. • The "YY" in ltron's numbering convention refers to a "Service Pack Release," which is an update to a System Release. Service Pack Releases may include Fixes or Improvements and are provided to ltron customers generally on a periodic basis. • The "ZZ" in ltron's numbering convention refers to a "Hot Fix Release," which is an un-scheduled release provided to one or more customers as a short-term, temporary fix to a Severity Level 1 Error. While not utilized by all ltron software product lines, Hot Fix Releases are not made available to ltron customers generally but may be included in the next scheduled Service Pack for general release. 5.4.2 Support for Releases of ltron Enterprise Edition and OpenWay Software. This Section 5.4.2 applies only to Covered Software that are ltron Enterprise Edition or OpenWay software products. Services for ltron Enterprise Edition and OpenWay software products under this Addendum shall be limited to the most recent System Release and the prior System Release (and the most current Service Pack Release associated with such System Release). Customer will test and install Service Pack Releases associated with the System Release in use by Customer within twelve (12) months of such Service Pack Releases being made available to Customer. Customer will fully test and upgrade to the latest System Release at least every twenty-four (24) to thirty-six (36) months. 13 Exhibit "B" 5.4.2.1 ltron may elect to provide Services under this Addendum for an unsupported Software Release of Covered Software at its then-current rates for customer support. 5.4.3 Support for Releases of all Other ltron Software. This Section 5.4.3 applies to all Covered Software other than ltron Enterprise Edition and OpenWay Software products. Services under this Addendum for all Covered Software other than ltron Enterprise Edition and OpenWay software products shall be limited to the most recent System Release and the two prior Service Pack Releases. Customer will test and install System Releases and Service Pack Releases within twelve (12) months of such Releases being made available to Customer. ltron may elect to provide Services under this Addendum for an unsupported Software Release of Covered Software at its then-current rates for customer support. 5.4.4 Installation Services for Software Releases. This Section 5.4.4 applies to all Covered Software. Installation services under this Addendum will include limited, remote phone support, for all Covered Software, on ltron certified server configurations, are applicable for one product server and one non-production server owned (test, training, or back-up -for example) and operated by the Customer. At Customer's request, ltron may provide Software Release installation services for install of System Releases or Service Packs on additional production or non-production servers at ltron's then-current hourly rates. 5.4.4.1 ltron may elect to provide Services under this Addendum for installation of System Release of Covered Software on un-certified server configurations at its then-current rates for customer support. 5.5 Mandatory Revision. In the event that ltron, in its sole reasonable discretion, determines that any Covered Software is, or may (as applicable) be: (i) subject to a material Error; (ii) the subject of a material security breach; or, (iii) be subject to a third party infringement claim or suit of any kind, ltron may issue a Mandatory Revision. 5.6 Disclaimer of Liability. ltron disclaims all liability and obligations that arise due to, or are result of, customer's failure to test and install a mandatory revision in a timely fashion. 5.7 lnteroperability. ltron makes no representation or warranty regarding the ability of the Covered Software to intemperate with third party hardware or software other than software or hardware identified as compatible with the Covered Software in ltron's Documentation for the applicable Covered Software. 5.8 Restoring Software to Maintenance Services. If Customer declines Services under this Addendum after the end of warranty or discontinues Services under this Addendum for any Covered Software, and thereafter wishes to resume such Services for the most recent Software Release of that Covered Software, Customer shall, prior to receiving Services, notify ltron in writing of its request for Services and pay ltron's then-current re-initiation fee. 5.9 Exclusions. ltron shall have no obligation to Customer for any Services under this Addendum to the extent any Covered Software is adversely affected by: (i) use of the Covered Software in combination with other software, equipment or communications networks that are not referenced in the Documentation; (ii) any modification to the software, operating environment, system installation, operating instructions, scripts, or database configuration that is made other than by ltron,; (iii) the use of a version of the Covered Software that is not supported by ltron; (iv) Customer's failure to implement a Fix provided by ltron; (v) the maintenance and/or support of the Covered Software other than by ltron; (vi) viruses introduced through no fault of ltron; (vii) use 14 Exhibit "8" of the Covered Software other than as authorized by ltron and the applicable license, including Covered Software operated on Covered Equipment that has been serviced or repaired by a third party that is not ltron certified; or (viii) Customer's failure to perform Customer responsibilities in accordance with this Addendum. 5.10 Customer Software Responsibilities. 5.1 0.1 Support Tools. Customer will support remote access to the Covered Software by ltron Personnel assigned to provide Services under this Addendum for purposes of remote diagnosis and troubleshooting of the Covered Software. 5.1 0.2 System Configuration and Administration. Customer will ensure that its equipment, system peripherals, operating system, and data communications environment associated with the Covered Software is configured, operated, and maintained in accordance with the Documentation 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 is responsible for any change they make to the software system, operating system, database or network configuration or change to installation procedures, scripts, and provisions that may affect the usability or operation of the Software or Data. Customer will consult with ltron prior to making changes that may affect the operation of the Covered Software. 5.1 0.3 Network Administration. Customer will monitor and maintain, repair, replace and upgrade its local, 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 with the Covered Software-to ensure continued conformance with the Documentation and any applicable third party documentation. In addition, Customer will administer related host names, Internet Protocol addresses, network interfaces, access, security, communications, and equipment and software version control. 5.1 0.4 Database Administration. Customer will administer the agreed upon database(s) associated with the Covered Software, 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 configuring and administering of database schema, application interfaces, networking operating system, communications, and file transfer software. Customer will maintain database files (e.g., truncate, cleanup, and delete files consistent with industry standard practices) and perform regular data backup and data archiving. 5.1 0.5 Data Review. If ltron determines that it is necessary to evaluate Customer data in order to reproduce error conditions not reproducible with ltron's standard test data sets, Customer will provide ltron with access to such data. ltron will manage such data in a secure manner while in use and delete the data from ltron systems upon completion of the investigation. ltron shall not be liable for any delay or failure to resolve the problem if access to such production data is denied to ltron. 6. Equipment Maintenance. 6.1 Preventive and Corrective Maintenance. Upon receipt of an item of Covered Equipment, ltron shall (i) perform the preventive Services under this Addendum that ltron determines are reasonably necessary to maintain the Covered Equipment in Operating Condition, and (ii) diagnose and correct any failure in such Covered Equipment as necessary to meet 15 Exhibit "8" Operating Condition (excluding minor cosmetic deficiencies such as blemishes, dents or scratches). 6.2 Maintenance Procedures. Customer shall initiate a request under this Addendum for Services for Covered Equipment by delivering the item in question to the applicable ltron address identified on the ltron Equipment Repair Table (the "Repair Table"), which can be obtained by calling (877) 487-6602. Return of the Covered Equipment shall be at Customer's expense and in accordance with the applicable Return Material Authorization ("RMA") procedures. Upon receipt of Covered Equipment (with the required information) under ltron's RMA procedures, ltron shall assess the item to determine (a) whether it is in fact Covered Equipment and (b) whether the maintenance requested is included within the Services ordered by Customer and not otherwise excluded from coverage as provided herein. If the returned equipment is determined to be Covered Equipment and the maintenance requested is in fact included in the Services ordered by Customer, ltron shall then provide the applicable Services and shall make commercially reasonable efforts to return the item of Covered ltron Equipment to Customer at ltron's expense within the applicable turnaround time identified on the Repair Table. Returned equipment that is found not to be Covered Equipment, or if maintenance or support that is requested is determined not to be included in the Service ordered by Customer, then ltron will provide a quote to Customer under Section 6.4, below. 6.3 Exclusions. The Services described herein do not include repairs related to: (i) damage due to external causes, including accident, abuse, misuse, inadequate maintenance, problems with electrical power, acts of God; usage not in accordance with product instructions or in a configuration not approved by ltron; (ii) service or repair processes (including installation or de-installation of equipment, parts, or firmware/software) not performed or authorized by ltron; (iii) use of parts, configurations or repair depots not certified by ltron; or (iv) Customer's failure to perform Customer responsibilities in accordance with this Addendum, including caring for Products in accordance with System Documentation. 6.4 Estimation Fees. ltron will provide Customer with a price quote for the estimated cost, including labor, materials and shipping, for any repairs that are requested, but not included under this Addendum (whether because the item is not covered or because the nature of the repair is not included). If Customer elects to have ltron proceed with the requested maintenance on any such item, ltron shall provide such services at ltron's then-current rates. If Customer elects not to proceed with the requested repair, ltron will return the item of equipment at Customer's expense. ltron may charge Customer its then-current handling, inspection and shipping fees for any such returned equipment. 6.5 Adding/Restoring Equipment to Maintenance Services. Following the effective date of this M&S Addendum, additional Covered Equipment purchased by Customer, of a similar type and model already covered by Services under this Addendum, shall automatically be deemed to be Covered Equipment following expiration of the warranty for such equipment. If Customer declines coverage after the end of warranty, discontinues Services for any Covered Equipment or has Covered Equipment serviced or repaired by a third party that is not ltron certified, and thereafter wishes to add such equipment as Covered Equipment, ltron may, prior to such equipment being included as Covered Equipment,(i) inspect such equipment at its then- current rates to determine whether it is in Operating Condition and/or (ii) charge its then-current re-certification fee, in addition to the Covered Equipment's first term maintenance fee. 6.6 Customer Equipment Responsibilities. ltron shall make available, and Customer shall obtain, a copy of ltron's user documentation for Covered Equipment and Customer shall perform regular preventive maintenance for each such item in accordance with 16 Exhibit "8" such documentation. Customer shall also keep accurate records of Covered Equipment serial numbers and locations to assist ltron with the Services. 6. 7 Loaner Equipment Program. Subject to the requirements below, ltron shall make commercially reasonable efforts to provide Customer Loaned Mobile/Handheld Equipment for the Customer to use (each an item of while a Mobile Collector or Handheld unit that is Covered Equipment is receiving Services under this Loaned Mobile/Handheld Equipment. ltron shall provide Loaned Mobile/Handheld Equipment if all the following criteria are satisfied: 6.7.1 Customer has maintained an inventory of spare Mobile Collectors or Handheld units equal to at least ten (6) percent of the number of Mobile Collectors or Handheld units deployed in Customer's service territory (having at least one spare Mobile Collector) and such inventory has been depleted; 6. 7.2 ltron has provided preventive Maintenance Services for each of Customer's Mobile Collectors or Handheld Devices (as applicable) that are Covered Equipment in the 12-month period prior to Customer's request for Loaned Mobile/Handheld Equipment; and 6.7.3 ltron is unable to return the Mobile Collector or Handheld Devices, as applicable, receiving Services within the applicable turnaround time set forth in the Repair Table. 6.7.4 Loaned Mobile/Handheld Equipment will remain the property of ltron and shall be returned to ltron promptly upon receipt of the corresponding item of Covered Equipment. For Loaned Mobile/Handheld Equipment that is not returned within fourteen (14) days from shipment of the corresponding item of Covered Equipment, ltron may charge a late fee equal to ten (1 0) percent of the then-current list price for the item of Loaned Mobile/Handheld Equipment for each thirty (30) day period during which the item of Loaned Mobile/Handheld Equipment remains unreturned. ltron shall pay the cost of delivering Loaned Mobile/Handheld Equipment to Customer and Customer shall pay the cost of returning Loaned Mobile/Handheld Equipment to ltron. 7. Fees and Invoicing. As compensation for the Services under this Addendum, Customer shall, in advance, pay to ltron the Annual Fee for each Maintenance Year in which it receives Services under this Addendum. ltron shall invoice Customer for Services to be provided during the first Maintenance Year as soon as practicable following the Effective Date. For Services provided during any subsequent Maintenance Year, including Services for newly purchased or licensed Covered Products, ltron shall provide Customer with a renewal notice at least one- hundred twenty (120) days prior to the commencement of each Maintenance Year. Customer may discontinue Maintenance Services for a Product by providing ltron with written notice of non- renewal for such Product no less than ninety (90) days prior to the commencement of any subsequent Maintenance Year.· Approximately twenty (20) days prior to the commencement of any subsequent Maintenance Year, ltron shall provide Customer with an invoice for the Annual Fee payable by Customer for the forthcoming Maintenance Year (including the Annual Adjustment). ltron may, in its discretion, invoice Customer for Services for a Covered Product that is added during the course of any Maintenance Year as soon as such Covered Product has been added or at the beginning of the next Maintenance Year. 8. Support for Third Party Products. For any Covered Product that is a "Third-Party Product" (each, a "Third Party Covered Product") ltron shall provide first-tier Customer support by handling all initial Customer inquiries, identifying the component involved in the problem and obtaining appropriate documentation of such inquiry or problem. In addition, ltron shall make commercially reasonable efforts to facilitate Customer's receipt of maintenance and support for such Third Party 17 Exhibit "8" Products consistent with the maintenance terms identified on an order document for such Third Party Products. Notwithstanding anything else to the contrary, ltron's sole obligation with respect to maintenance and support for Third Party Products shall be as set forth in this Section. [Attachment 1 Follows] 18 Exhibit "B" Attachment 1 to Maintenance & Support Services Addendum -Software Maintenance & Support Service Levels - Severity Level Response Times Effort Level and Escalation Path Severity Level1 . Critical During after-hour ltron will make diligent efforts on a Business Impact I periods, ltron will 24x7 basis*, or as otherwise agreed System Down: An Error respond to a critical by the Parties. A SR shall be for which there is no work-support voice escalated to ltron's TSS Management around , which causes the messages within 15 Team if a Fix is not provided within 1 Product I Software or a minutes by a return business day of ltron's receipt of the critical business function I call to Customer, Customers call and creation of the SR. process of the ltron system which will validate to be unavailable. System receipt of the critical *24X7 support for Severity Level 1 use and operation cannot support call and begin Errors is not currently available for continue. the SR process. ltron Meter Products, Energy During regular Forecasting and Load Research *Severity 1 errors must be business-hours ltron Products, and Distribution Products. reported by phone to will begin the SR initiate the Severity 1 process during response process. SRs Customer's initial call. initiated by email or web interface are logged as a Following the start of Severity 3 until reviewed the SR process ltron by ltron Technical Support will respond to Services and validated as Customer's SR within a higher priority. 2 business hours with an investigation response. Following the investigation response, ltron will update Customer at three hour intervals during each day the SR remains unresolved, or as otherwise agreed by the Parties. Customer will respond to an ltron inquiry or request within three hours. 19 Exhibit "B" Severity Level Response Times Effort Level and Escalation Path Severity Level 2. ltron will respond to ltron will make diligent efforts during Moderate Business Customer SR within 1 normal business hours. SRs shall be Impact I Degraded business day and will escalated to ltron's TSS Management Operation: An Error other update the SR at least Team if a Fix is not provided within 3 than a Severity Level 1 every other day. business days of ltron's receipt of Error, for which there is no Customer's call and creation of the work-around, which limits Customer will respond SR. access or use of the to an ltron inquiry or software or a business request within 1 function, causing the business day. system to miss required business interface or deadlines. The system remains available for operation but in a restricted fashion. *Severity 2 errors must be reported by phone to initiate the Severity 2 response process. SRs initiated by email or web interface are logged as a Severity 3 until reviewed by ltron Technical Support Services and validated as a higher priority. Severity Level 3. Minor ltron will respond to ltron technical representatives will Business Impact I Customer SR within 2 make diligent efforts during normal Compromised Operation: business days. business hours. An Error other than a Severity Level 1 or Severity Level 2 Error that has an inconvenient use of or aces to a software function. (e.g., a feature is not working as documented but a work- around is available and significant business functions are not materially impaired). 20 Exhibit "8" Severity Level Response Times Effort Level and Escalation Path Severity Level 4. No ltron will respond to ltron support representatives will Business Impact I Customer SR within 3 devote commercially reasonable Standard Operation: An business days, or as efforts during normal business hours. Error other than a Severity otherwise agreed by Level 1, Severity Level 2 or the Parties. Severity Level 3 Error. Generally a cosmetic Error or an Error which does not degradate Customer's use of the system. Severity Level 5. N/A The SR will be evaluated as a Customer SR for an potential, future product enhancement. enhancement or new If the enhancement or new functionality. functionality requires more immediate attention for Customer, ltron will engage ltron's Professional Services Group to create a customized proposal for Customer, at ltron's then- current services rates. 21 TECHNOLOGY & SERVICES ADDENDUM -Installation/Implementation Services - Exhibit "B" 1. Scope. This Addendum applies where: (a) Customer is purchasing installation services for Equipment, or (b) Customer is purchasing implementation services for the set-up, configuration, and validation of Licensed Software, Software-as-a-Service, Managed Services, or Cloud Infrastructure Service. 2. Invoicing. ltron will invoice Customer for Services as set forth in the applicable SOW or pricing summary. Services performed on a time and materials basis will be invoiced at the end of the calendar month in which they are performed. Services performed on a fixed fee basis will be invoiced as set forth on the applicable SOW or, if not set forth on a SOW, upon completion. 3. Authorized Services. Customer will not pay for, and ltron is not required to provide any services, for which both a statement of work and purchase order have not been issued by Customer and accepted by ltron. All changes to scope of work must be approved pursuant to the change request procedures of the Agreement or applicable statement of work. 4. Customer Responsibilities. Customer shall timely perform all of its assigned, implied or assumed responsibilities under each statement of work using qualified personnel. Customer shall also provide ltron with reasonable cooperation in connection with the services, including for example, by providing ltron with reasonable access to Customer's facilities, service territory, personnel, systems, and information. 5. Reference Information. If Customer provides ltron any reference information, designs, technical information, or other information required to be provided by Customer in connection with the services (collectively, the "Reference Information"), ltron shall be entitled to rely on the accuracy of such Reference Information. 6. Delays. To the extent Customer's failure to adhere to Section 3 or Section 4 results in any delay or increases ltron's cost of performing the services, the delay shall be excused, and ltron reserves the right to increase its fees as necessary to offset its increased costs of performing the services. ltron will provide Customer with reasonable evidence of its increases costs of performing the services and will make commercially reasonable efforts to minimize such costs to the extent practicable under the circumstances. 7. Express Warranties for Professional Services. The warranty period for services provided is ninety (90) days beginning from the completion date of the services. Unless otherwise expressly provided in a statement of work or other document expressly incorporated into the Agreement, as the sole and exclusive warranties offered by ltron in connection with this Addendum and each statement of work under it, ltron warrants to Customer that: 7.1 Services. Services will be provided in a timely, professional, and workmanlike manner. 7.2 ltron Personnel. ltron personnel will have the requisite experience, skills, knowledge, training and education to perform Services in a professional manner and in accordance with this Addendum and applicable statement of work. 7.3 Remedies. As ltron's sole and exclusive liability and Customer's sole and exclusive remedy for any material noncompliance by ltron with the warranties provided under this Section, ltron shall correct the noncompliance within a reasonable period of time under the 22 Exhibit "8" circumstances, if Customer gives ltron written notice (which notice must describe the noncompliance in sufficient detail to enable ltron to provide the required corrective action) within the applicable notice period. If ltron, in its sole discretion, is unable to correct the noncompliance, its sole obligation will be to refund to Customer the amount paid for the services. 23 TECHNOLOGY & SERVICES ADDENDUM -Software-as-a-Service - Exhibit "B" 1. Scope. This Addendum sets forth the terms and conditions for ltron's Software-as-a- Service. 2. Subscription Service. Software-as-a-Service is offered as a monthly or annual subscription service. The subscription fee will be charged on the number of provisioned meters or endpoints. A minimum subscription fee may apply. 3. Sizing. The subscription fee for Software-as-a-Service may be based on system Sizing Criteria; if so, the Sizing Criteria will be specified in the Service Level attachment to this Addendum. 4. Term. The minimum service term for Software-as-a-Service is stated in the Agreement. 5. No Contingency on Future Releases. Customer acknowledges and agrees that its purchases under this Software-as-a-Service Addendum are neither contingent upon the delivery of any future functionality or features nor dependent on any oral or written public comments made by ltron regarding future functionality or features. 6. Documentation. Customer has the right to use and make a reasonable number of copies of the documentation solely for Customer's internal business purposes during the service term. Documentation will be made available to Customer by download. 7. Reservation of Proprietary Rights by ltron. ltron retains all right, title, and interest to and control, operation, and maintenance of all ltron network equipment, hardware, infrastructure, servers, platforms, and the like supporting its Software-as-a-Service. 8. Certain Restrictions on Customer and Conditions on Use of Services 8.1 Restrictions. Customer shall not: (a) remove or modify any program markings or any notice of ltron's or its licensors' proprietary and intellectual property rights; (b) make the programs or materials resulting from the Software-as-a-Service available in any manner to any third-party for use in the third-party's business operations; (c) modify, make derivative works of, disassemble, reverse compile, or reverse engineer any part of the Software-as-a-Service (the foregoing prohibition includes but is not limited to ltron data inputs, ltron system data exports, ltron database schema, and data structures), or access or use the Software-as-a-Service in order to build or support, and/or assist a third-party in building or supporting, products or services competitive to ltron; (d) disclose results of any services or program benchmark tests without ltron's prior written consent; and (d) license, sell, rent, lease, transfer, assign, distribute, display, host, outsource, disclose, permit timesharing or service bureau use, or otherwise commercially exploit or make the Software-as-a-Service available, to any third-party other than, as expressly permitted under the terms the Agreement; (e) use the Software-as-a-Service to store or transmit infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party privacy rights; (f) use the Software-as-a-Service to store or transmit malicious code; (g) interfere with or disrupt the integrity or performance of the Software-as-a-Service or third-party data contained therein; (h) attempt to gain unauthorized access to the Software-as-a-Service or their related systems or networks; or (i) combine the Software-as-a-Service with any application, software, hardware, equipment, product, or service, except as expressly authorized by ltron in advance, in writing. 24 Exhibit "B" 8.2 Conditions. The rights granted to Customer under this Software-as-a-Service Addendum are also conditioned on the following: (a) the rights of any user licensed to use the Software-as-a-Service (e.g., on a "named user'' basis) cannot be shared or used by more than one individual (unless such license is reassigned in its entirety to another authorized user, in which case the prior authorized user shall no longer have any right to access or use the license); (b) except as expressly provided herein, no part of the Software-as-a-Service may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means, including but not limited to electronic, mechanical, photocopying, recording, or other means; (c) Customer agrees to make every reasonable effort to prevent unauthorized third- parties from accessing the Software-as-a-Service; and (d) Customer agrees to use of the Software-as-a-Service only in accordance with the this Software-as-a-Service Addendum, user guide, and applicable laws and government regulations. 9. Service Levels & Reporting. 9.1 Service Levels. ltron will use commercially reasonable efforts to provide the Software-as-a-Service to the Service Levels described in the Service Level attachment to this Addendum. 9.2 Service Level Reporting. ltron will provide regular Service Level reports to Customer. 10. Location of Services. Unless otherwise agreed to in writing between ltron and Customer in advance, ltron will provide the Software-as-a-Service hereunder from ltron locations within the United States. 11. Technical Support Services. ltron will make available technical representatives with the answer Customer questions related to the use of Software-as-a-Service, including assisting Customer with problems it may experience with using the Software-as-a-Service, and offering recommendations to Customer for fully utilizing the Software-as-a-Service. Training and professional services are not within the scope of technical support services. 12. Training. Customer may purchase training services for the Software-as-a-Service at ltron's then-current training rate. 13. Customer Technical Responsibilities. Customer shall be responsible for selecting, acquiring, paying for, securing and maintaining any equipment and ancillary services needed to connect to, access, or otherwise use the Software-as-a-Service, including for example -and without limitation -modems, hardware, servers, software, operating systems, networking equipment, web servers, and communication services. Customer shall at all times during the Software-as-a-Service Term be responsible for ensuring compatibility with the Software-as-a- Service at Customer's sole expense. 14. User Identifications and Passwords. ltron shall provide Customer with user identifications and passwords ("User IDs") to access the Software-as-a-Service. Customer shall be solely responsible for all use of its Customer subscriptions and accounts. Customers shall maintain the confidentiality of all User IDs assigned to it. User IDs may not be shared or used by more than one user. 15. Use and Maintenance of Customer Data. 15.1 Customer Responsibilities. Customer shall have sole responsibility at all times during the Software-as-a-Service term for the accuracy, quality and legality of all Customer Data 25 Exhibit "B" used with and by the Software-as-a-Service. In addition, Customer shall at all times during the Software-as-a-Service term be responsible for maintaining the confidentiality of all such Customer Data under its control. Customer acknowledges and agrees that Customer has implemented best practices within its industry to safeguard the security and privacy of Customer Data and in compliance with legal and regulatory requirements in the jurisdictions in which it operates and that Customer will continue to do so throughout the Software-as-a-Service term. During the Software-as-a-Service term, Customer will notify ltron of any breach of Customer Data and of any breach of Customer's security safeguards affecting or potentially affecting the confidentiality, privacy, or security of Customer's Customer Data used in connection with or by the Software-as- a-Service. 15.2 Customer Warranty. Customer represents and warrants that the Customer Data does not and will not: (i) infringe or violate the rights of any third-party or any law or regulation, (ii) violate any privacy or data protection laws or regulations, or (iii) contain any virus or programming routine that has the effect of damaging, surreptitiously intercepting, or expropriating any system, data, or personal information. ltron may take any remedial action at its sole discretion to address any violation of this warranty, but is under no obligation to review Customer Data for accuracy, legality or potential liability, or otherwise take any action with regard to Customer Data under Customer's control. Customer agrees to indemnify and hold harmless ltron for any third-party claim, loss or damage in connection with the Customer Data or Customer's breach of its obligations under this warranty. 16. Security. With respect to Customer Data that ltron may have access to, transport, process, or use in providing Software-as-a-Service to Customer, ltron shall maintain a formal security program during the Software-as-a-Service term in accordance with ltron policies designed to: (i) protect the security and integrity of Customer Data; (ii) protect against threats or hazards to the security of the Software-as-a-Service, and to (iii) prevent unauthorized access to the Software-as-a-Service by third-parties and ltron personnel. It is Customer's obligation and responsibility to ensure that its use of Software-as-a-Service comply with any and all laws and regulations applicable to Customer, including without limitation, all such laws and regulations governing the privacy and security of Customer Data. 17. Suspension or Restriction of Service; Maintenance. 17.1 Service Suspension or Restriction. To protect the integrity and functionality of the Software-as-a-Service for the benefit of all ltron users and customers, ltron may suspend or restrict all or part of the Software-as-a-Service at any time until further notice to the Customer and provide notice of such suspension or restriction to Customer as soon as reasonably practicable if (i) the provision of the Software-as-a-Service would cause ltron to be in breach of any applicable law; or (ii) ltron reasonably determines that the Software-as-a-Service must be suspended in order for ltron to (a) carry out planned maintenance, repair or upgrading of any equipment or facility forming part of the Software-as-a-Service, on at least ten (1 0) days' notice; or (b) carry out unplanned maintenance, repair or upgrading of any equipment or facility forming part of the Software-as-a-Service with as much notice as is reasonably practicable; or (c) prevent material harm to the Software-as-a-Service arising from any activity originating from or through Customer's use of the Software-as-a-Service that could disrupt the use of or interfere with the ability of others to effectively use the Software-as-a-Service or any connected network, system, service, or equipment, including without limitation, Customer's noncompliance with this Software-as-a- Service Addendum. 17.2 Planned Maintenance. Planned maintenance whenever reasonably practicable will be performed during off-business hours between 12:00 p.m. to 6:00 a.m., with as little 26 Exhibit "8" disruption to Customer's use of the Software-as-a-Service as possible, and unplanned maintenance, whenever reasonably practicable, shall also be performed during off-business hours between 6:00 p.m. and 6:00 a.m. 17.3 Minimum Disruption. If the Software-as-a-Service is suspended or restricted, ltron will use reasonable efforts to ensure that there is minimum disruption to the Software-as-a- Service and shall use its commercially reasonable efforts to promptly reinstate it after the condition has been alleviated, provided that if ltron reasonably determines that such action was necessitated by Customer's fault or breach, and such fault or breach represents an incurable, continuing and material risk to the integrity of the Software-as-a-Service, then ltron may permanently suspend or restrict all or part of the Software-as-a-Service and provide notice of same to Customer as soon as reasonably practicable. Without limiting the exclusions or limitations of liability in the Agreement, ltron shall not be liable to Company or to any third person for any loss resulting from or in connection with a suspension, withdrawal or restriction of the Software- as-a-Service under this Section. The exercise of the ltron's right to suspend the Software-as-a- Service under this Section is without prejudice to any other remedy available to ltron under this Software-as-a-Service Addendum and the Agreement and does not constitute a waiver of ltron's right to terminate this Software-as-a-Service Addendum. [Service Level Attachment Follows] 27 Exhibit "8" Service Level Attachment to Software-as-a-Service Addendum 1. System Sizing Criteria. ltron Solution Application(s) (name) System Endpoints (#) System Collectors (#) System Repeaters or Range Extenders (#) Residential Meter configuration (#) C&l Meter Configuration (#) Interval Data (#) Historical Data (#) Concurrent Users (#) Portal(#) Choice Connect Fixed Network Not to exceed 30,000 Endpoints 7 34 Click here to enter text. Registers, Click here to enter text. Channels Click here to enter text. Registers, Click here to enter text. Channels Click here to enter text. endpoints at Click here to enter text. minute intervals Click here to enter text. endpoints at Click here to enter text. minute intervals Click here to enter text. endpoints at daily intervals Click here to enter text. endpoints at monthly intervals No to exceed Click here to enter text. years for Production Not to exceed Click here to enter text. End Users Not to exceed Click here to enter text. End Users Sizing Criteria is a baseline assumption of the scope of Software-as-as-Service agreed to by Customer and ltron -and upon which the agreed-upon pricing is dependent. Modifications to Sizing Criteria may require an amendment to the pricing summary. If Customer desires to increase subscriptions, Customer will be required to issue an additional purchase order. Additional fees will be required for exceeding the specified endpoint count, in accordance with ltron's then current price list. 28 Exhibit "8" 2. Operations Monitoring. Tier One Operator is onsite at Data Center 24 by 7 monitoring production systems. 3. Application Upgrades and Hot Fixes. • Application upgrades containing new features and function is available will be performed annually to the latest Application General release • Application Hot Fixes will be performed at the discretion of ltron • Change Control authorization will be required for all Application upgrades and Hot Fixes KPI Reporting. KPI reporting will be made available to the cUstomer monthly and include the following: • Application Availability • System Changes and Updates that require Change Control Board authorization • Incident reporting including root cause analysis, resolution and preventive measures 4. Application Availability Service Level. 4.1 Definition of Application Availability. "Application Availability" is a measure of the extent to which Software-as-a-Service is operational, functional and usable. 4.2 Application Availability Performance Metric. All applications for which Software-as-a-Service is 99.5% provided (See Section 1, System Sizing Criteria). 4.3 Application Availability Performance Formula. Application Availability in the live production-level environment is measured daily. Application Availability equals the hours ltron's Software-as-a-Service platform is available divided by 24 hours. 4.4 Exclusions. The calculation of Application Availability shall not include scheduled maintenance periods, unscheduled emergency maintenance, incident investigations (e.g. accidents or other investigations that prohibit Customer or ltron in performing tasks to remedy any errors), outage time caused by declarations of force majeure, internet network delays or failures (including the restricted or denied access attributable to Customer's internet service provider), telecommunications or network delays or failures, computer failures that could not reasonably have been prevented by ltron, acts of vandalism (such as network intrusions and denial of service attacks), or other causes beyond ltron's reasonable control. 5. Performance Services Level Remedy. 5.1 Corrective Action. In the event that ltron fails to meet the Application Availability Service Level in any given month, ltron's sole obligation is to (1) provide Customer with an incident report, and (2) bring the Software-as-a-Services into compliance with the Application Availability Service Level by the conclusion of the next measurement month. 29 Exhibit "8" 5.2 Termination Option: Three Consecutive Failures. In the event ltron does not meet the Application Availability Service Level for three consecutive months, the Customer may terminate its Software-as-a-Service subscription upon seven (7) days' prior written notice to ltron without any liability whatsoever, with the exception of fees for Software-as-a-Service rendered through the termination effective date. 6. Business Continuity. ltron uses a fault tolerant architecture virtualized to providing high availability infrastructure maximizing system availability. Daily system and database backups are performed and stored on-site and at a secure off-site facility. System backups and snapshots are taken after any change to the system. Weekly backup written to removable media remain on site and are overwritten after seven days and then stored off-site for two weeks. Monthly backups are stored off site for 13 months. The system can be easily recovered from the backup in an event of a disaster. Backup are handled and exchanged using a defined procedure and agreement with a storage partner. All outdated tapes and data are carefully disposed of according to our defined standard operating procedures. All incidents requiring system recovery will be required to adhere to the incident handling and ltron's Crisis Action Plan Standard Operating procedures. Non-Critical off-site recovery is included with each production system made available to Customer. ltron has access to recovery sites with qualified infrastructure services. Recovery off-site options for systems defined by the Customer as business critical are available: business critical system recover point and recovery time objectives will be determined by the customer business requirements. Incident recovery performance Service Levels are defined in the following table: On Site Recovery Time for restore from on-site backup 4 (hours) On Site Recovery Time for backup restore from Off-Site 12 backup (hours) On Site Recovery Time for hardware failure (hours) 12 Off-Site Recovery for Application Non-critical to 15 Customer business operations (business days) Off-Site Recovery for Application Critical to Customer (TBD, if option purchased by business operations (TBD, if option purchased by Customer) Customer) 30 Ccicyof Carlsbad Memorandum May 23,2017 To: From: Mayor and City Council Members Mario Remillard, Meter Services Supervisor Wendy Chambers, General Manager All Receive -Agenda Item # rl For the Information of the: CITY COUNCIL ACM v CA v CC v Date5Jiil1!1: City Manager ......- Via Re: Additional Material/Information Regarding Staff Report Item 14-Adopt a Resolution authorizing execution of a master sales agreement with ltron, Inc. for equipment, software and configuration services for an advanced metering infrastructure network for an amount not to exceed $184,916. The incorrect agreement was included as 11Attachment A" to Exhibit 1 of the above referenced staff report. The correct agreement is attached to replace 11Attachment A" to Exhibit 1. C: City Manager City Attorney City Clerk Services Manager