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Resolution - 2018-R0194 - Itron - 06.14.2018
. 17E:1 10111i1110D, Item No. 7.14 June 14, 2018 RESOLUTION WHEREAS, the City of Lubbock is contemplating the acquisition and installation of advanced electric and water metering infrastructure and is in need of the necessary infrastructure and professional services related to, among other matters, installation and operation of the advanced metering infrastructure; WHEREAS, Itron, Inc. ("Itron") possesses experience in providing such infrastructure and services; WHEREAS, the Electric Utility Board and the City Council of the City of Lubbock, possess joint jurisdiction over the contracting for the subject infrastructure and services due to the inclusion of both electric and water metering infrastructure; WHEREAS, the City of Lubbock and Itron now desire to enter into a Master Sales Agreement providing for such infrastructure and services; NOW THEREFORE: BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF LUBBOCK- THAT the Mayor of the City of Lubbock BE and is hereby authorized and directed to execute, for and on behalf of the City of Lubbock, that certain Master Sales Agreement ("MSA"), by and between the City of Lubbock and Itron, Inc., in the form attached hereto and incorporated herein for all purposes, along with any necessary documents related thereto. BE IT FURTHER RESOLVED BY THE CITY COUNCIL OF THE CITY OF LUBBOCK: THAT this Resolution shall be null and void if the Electric Utility Board shall not likewise authorize and direct the Chairman of the Electric Utility Board to execute the MSA within thirty (30) days of the date hereof. Passed by the City Council this 14th day of June , 2018. DANIEL M. POPE, MAYOR A TTTf'1 T; Be-AUGza, City Secre ry APPROVED AS TO CONTENT: _ . Andy Burcham Assistant Director/Chief Financial Officer APPR IMUM-I AS Tr) FOR kA Richard K. Casner General Counsel — LP&L Resolution No. 2018-RO 194 MASTER SALES AGREEMENT TERMS AND CONDITIONS This Master Sales Agreement ( the "MSA") is made and entered into as of the last date of signature below (the "Effective Date") by and between Itron, Inc., a Washington corporation with a principal place of business at 2111 N. Molter Road, Liberty Lake, Washington 99019 ("Pron"), and City of Lubbock, Texas, acting by and through the Electric Utility Board and City Council of the City of Lubbock TX ("Customer"). Itron and Customer may each be referred to as a "Party" and together as the "Parties." 1. Scope. This MSA, in accordance with Request for Proposal (RFP) # 7123-17-EUA, LP&L Advanced Meter Infrastructure (AMI) Solution and portions of Itron's response thereto as attached ("Itron Response ") except to the extent there is a conflict, sets forth the terms governing all Technology & Services Addenda, the Statement of Work and the Pricing Summary (the MSA, Statement of Work, Pricing Summary, Itron Response, and all exhibits, attachments and addenda attached thereto, are collectively referred to herein as the "Agreement"). Exhibit "A" to this Agreement, Transaction Summary, identifies which Addenda are made a part of this Agreement. 2. Technology & Services Addenda. The Technology & Services Addenda, attached to the Agreement as Addendum 1 through Addendum 5, referred to herein as one individually as an "addendum", or collectively, as the "Addenda" set forth additional terms and conditions applicable to specific products and services purchased by Customer. In the event of a conflict between this Agreement and an Addendum, the Addendum will control to the extent necessary to resolve the conflict. In the event of conflict between any of the contract documents, the following order of prevalence shall apply; 1. Addendum to the Master Sales Agreement 2. Master Sales Agreement 3. Statement of Work 4. Attachments to Statement of Work — Pricing Summary 5. Itron Response 3. Orders. 3.1. Purchase Orders. All Purchase Orders will be governed by the terms of this Agreement. Pre printed terms on a purchase order will be null and void, and no contingency, addition, or conflicting term contained on any purchase order will be binding upon Itron or Customer. 3.2. Order Documents. "Order Document" means (i) the Order Document for Customer's LP&L/City of Lubbock Advanced Meter Infrastructure (AMI) Solution ("LP&L/City of Lubbock Advanced Meter Infrastructure (AMI) Solution Order Document") and (ii) any similar commercial document in the format similar to LP&L/City of Lubbock Advanced Meter Infrastructure (AMI) Solution Order Document and agreed to by Itron and Customer under this Agreement or one or more Addenda to this Agreement, indicating types, quantities and Fees for deliverables, services, and any additional or different terms and conditions applicable to specific projects, deliverables and/or services, subject to the terms and conditions of this Agreement including applicable Addenda, that references this Agreement and is executed by authorized representatives of the Parties. 4. Fees, Taxes, and Payment. 4.1. Fees. Fees will be specified in the pricing summary attached to the Statement of Wrok as Attachment 1 ("Pricing Summary"), made a part of this Agreement. Confidential Information 4.2. Tares. Prices and charges for products and services are exclusive of taxes, levies, duties and similar governmental assessments ("Tares"), all of which are the responsibility of Customer to pay, to the extent Customer is required by law to pay. Customer is a tax- exempt entity and shall furnish necessary documentary evidence of its tax-exempt status to Itron. If Itron has the obligation to pay or collect Taxes for which Customer is legally 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. Itron is solely responsible for taxes assessable against Itron, including without limitation, taxes based on its income, property and employees. 4.3. Payment. Itron will issue an invoice upon receipt by Customer of Equipment or services. Payment terms are net thirty (30) days from date of receipt of invoice by Customer. All payments shall be made in US currency. 5. Term and Termination. 5.1. Term. The term of this Agreement begins on the Effective Date and, except as provided otherwise, continues for a period of five (5) years and shall automatically renew for one (1) year periods up to ten (10) years' renewal of annual renewal terms in total unless Customerprovides ninety (90) days' prior written notice by either Party of intent not to renew prior to the applicable expiration date. The Electric Utility Board and the City Council hereby delegate the authority to issue such notice of intent to not renew to the Director of Electric Utilities, or his or her designee. 5.2. Termination for Cause. In addition to other rights and remedies provided herein, either party may terminate this Agreement by providing the other Party with written notice if the other Party (i) becomes insolvent, executes a general assignment for the benefit of creditors or becomes subject to bankruptcy or receivership proceedings; (ii) breaches its obligations related to the other Party's confidential information; or (iii) comnuts 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). 5.2.A. Customer Termination for Convenience. Customer may terminate this Agreement, for any reason or convenience, upon ninety (90) days written notice to Itron. Customer acknowledges that certain lead times are required to provide certain equipment and services, and that, upon termination of this Agreement, in addition to all amounts owed for product and services, Customer must pay Itron for the unavoidable costs Itron incurs as a result of any such termination under this Section 5.2.A. 5.3. 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. 6. Confidentiality. 6.1. Definitions. (A) "Confidential Information" means (1) information, whether provided directly or indirectly from the other Party in writing, orally, by electronic or other data transmission or in any other form or media or obtained through on -site visits at Itron or Customer facilities and whether furnished or made available before or after the date of Confidential Information 2 this Agreement, that is confidential, competitive, proprietary or otherwise not generally available to the public. Confidential Information does not include information that is: (a) rightfully known to the receiving Party before negotiations leading up to this Agreement; (b) independently developed by the receiving Party without relying on the disclosing Party's Confidential Information; (c) part of the public domain or is lawfully obtained by the receiving Party from a third party not under an obligation of confidentiality; or (d) free of confidentiality restrictions by agreement of the Disclosing Party. (B) "Receiving Party" means the Party receiving Confidential Information of the other. (C) "Disclosing Party" means the Party disclosing Confidential Information to the other Party. 6.2 Nondisclosure and Use of Confidential Information. Except as provided in Section 6.3, below, Confidential Information shall not be disclosed or used for any purpose except as necessary to for a Party to fulfill its obligations under this Agreement. Confidential Information shall be held in strict confidence by Receiving Party and, shall not be disclosed without prior written consent of Disclosing Party, except to those advisors, affiliates, agents, assigns, contractors, employees, directors, officers and/or members of Receiving Party who need to know the Confidential Information. The Receiving Party must ensure that any person to whom it discloses Confidential Information in accordance with this provision is subject to binding confidentiality obligations that are at least as restrictive as those set forth in this Agreement. The Receiving Party must take all reasonable steps to secure and keep secure all Disclosing Party's Confidential Information coming into its possession or control. The Confidentiality obligations provided herein shall survive for a period of three (3) years after tenmination of this Agreement. 6.3 Required Disclosure. In the event that Receiving Party is requested or required by legal or regulatory authority to disclose any Confidential Information, the Receiving Party shall promptly notify the Disclosing Party of such request or requirement prior to disclosure so that Disclosing Party may seek an appropriate protective order. In the event that a protective order or other remedy is not obtained, Receiving Party agrees to furnish only that portion of the Confidential Infornation that it reasonably determines, in consultation with its legal counsel, is consistent with the scope of the subpoena or demand, and to exercise reasonable efforts to obtain assurance that confidential treatment will be accorded such Confidential Information. In the event the disclosure is requested under the Texas Public Information Act ("TPIA"), Customer shall comply with the TPIA concerning the rights of third parties, and provide no additional information beyond what is required. 6.4 Remedies. The Receiving Party agrees that money damages would not be a sufficient remedy for any breach of this Agreement and that Disclosing Party shall be entitled to seek injunctive or other equitable relief to remedy or prevent any breach or threatened breach of this Agreement. Such remedy shall not be the exclusive remedy for any breach of this Agreement, but shall be in addition to any and all other rights and remedies available at law or in equity, including without limitation, money damages. 6.5 Return of Confidential Information. The Receiving Party will destroy or return the Disclosing Party's Confidential Information within fourteen (14) days after receipt of the Disclosing Party's written request, to the extent permitted by Texas law. With the exception of Customer Data (as defined in Section 7), the Receiving Party may retain a Confidential Information 3 copy of Confidential Information as part of archival records (including backup systems) the Receiving Party keeps in the ordinary course of business, or if required by law or regulation; provided however, that any Confidential Information so retained will continue to be Confidential Information pursuant to the terms of this Agreement and the Receiving Party will continue to be bound by the terms of this Agreement with respect to such Confidential Information. 7. Privacy. 7.1. General. If, in the course of providing any services, Itron has or obtains, to any extent and for any reason, any access to Customer Data, then the terms and conditions of this Section 7 will apply. 7.2. Definition of Customer Data. "Customer Data" means any information about Customer's existing or prospective customers that Itron acquires, develops, or derives under this Agreement. Customer Data may include, without limitation, any personally identifying inforniation 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 infonmation is not generally available to the public and which Itron acquires or derives in connection with this Agreement. Customer Data includes, but is not linuted 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. 7.3. Use of Customer Data. Itron may only collect, access, use, or maintain Customer Data to fulfill its obligations under this Agreement. Customer exclusively owns all Customer Data and Itron 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. Itron may not disclose customer data without written consent of Customer. 7.4. Reservation of Rights to Customer. Subject to the limited rights granted by Customer hereunder, Itron acquires no right, title or interest from Customer or its licensors under this Agreement in or to Customer Data, including any hltellectual Property (defined below) rights in that Customer Data. 7.5. Safeguards. Itron will employ administrative, physical, and tecluucal safeguards that are reasonably designed to prevent unauthorized collection, access, disclosure, and use of Customer Data while in its custody ("Safeguards"). The Safeguards Itron employs must: (1) meet, at a minimum, industry practice; and (2) be reasonably designed to ensure that only Itron personnel with a need to know the Customer Data have access to it. Itron will promptly notify Customer of any known breach of any Safeguards ("Data Breach"), and Itron and Customer will cooperate to investigate and remedy any such breach and any related dispute, inquiry, or claim. If a Data Breach occurs as a result of Itron's negligence or failure to comply with the obligations described in this Section, in addition to Customer's rights under this Master Sales Agreement all of which are reserved, Itron and Customer shall work diligently and in good faith to develop a mutually agreed upon remediation plan that is designed to correct the Data Breach, prevent it from reoccurring, and address related impacts, to the extent practicable under the circumstances (a "Renrediation Plan"). The Parties shall each perform their respective obligations under a Remediation Plan. Confidential Information 4 7.6. Miscellaneous. This Section 7 supplements Section 6 ("Confidentiality"), and the provisions of this Section 7 control, to the extent the provisions of Section 7 provide greater protection against the disclosure of Confidential Information and/or Customer Data than is provided by Section 6 ("Confidentiality"). A breach of any Customer Data provision may result in irreparable harm to Customer, for which monetary damages may not provide a sufficient remedy, Customer may seek both monetary damages and equitable relief. 8. Publicity. 8.1. Any press release or other marketing information regarding this Agreement or deliverables is subject to prior review and written approval of the Parties. 9. Warranties. 9.1. Services & Deliverables Warranties. Express warranties for products and services (the "Express fl,arranties") will be stated in the applicable Addenda for the period stated therein (the "Express Warrant), Period'). 9.2. CERTAIN WARRANTY EXCLUSIONS. THE WARRANTIES UNDER THIS AGREEMENT AND THE ADDENDA DO NOT COVER PROBLEMS CAUSED BY CAUSES OUTSIDE OF ITRON'S CONTROL, INCLUDING CUSTOMER OR THIRD PARTY ACCIDENTS, , ACTS OF VANDALISM, ABUSE, MISUSE, CUSTOMER'S FAILURE TO MAINTAIN WARRANTED PRODUCTS AND SERVICES (EXCLUDING NETWORK EQUIPMENT), 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 AND SERVICE (INCLUDING INSTALLATION OR DE -INSTALLATION) NOT PERFORMED OR AUTHORIZED BY ITRON. 9.3. 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 IMPLIED WARRANTIES, INCLUDING, WITHOUT LIMITATION, (1) IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, (II) WARRANTIES OF TITLE AND AGAINST INFRINGEMENT AND (III) WARRANTIES ARISING FROM A COURSE OF DEALING, USAGE OR TRADE PRACTICE. TO THE EXTENT ANY IMPLIED WARRANTY CANNOT BE EXCLUDED, SUCH WARRANTY IS LIMITED IN DURATION TO THE EXPRESS WARRANTY PERIOD. 10. Insurance. During the term of this Agreement, Itron shall procure and carry, at its sole cost and expense insurance protection hereinafter specified,. The insurance carrier must be an insurance company authorized to transact business in the State of Texas and have a Best's Financial rating of A:VII. Confidential Information i 10.1 A Certificate of Insurance (herein so called) specifying each and all coverage shall be submitted to Customer prior to the execution of this Agreement. All Certificates of Insurance shall be prepared and executed by the insurance company or its authorized agents and shall contain an blanket endorsement including Customer and the City of Lubbock (as used in this Section 10, Section 1 1 and Section 12, collectively, "City") as an additional insured, (with the exception of Tecluiology Professional Liability (Errors and Omissions) and Worker's Compensation and Employers Liability Insurance) as provided below. Written notice of cancellation or will be provided thirty (30) days in advance of cancellation, ten (10) days for non-payment, (with the exception of Technology Professional Liability /Errors and Omissions) per underwriter approval of executed contract. . All insurance, with the exception of Technology Professional Liability (Errors and Omissions)„ shall provide a waiver of subrogation in favor of the City, and shall contain cross liability and severability clauses. 10.2. General Liability Insurance (City of Lubbock is Additional Insured on a primary & non- contributory basis to include Products of Completed Operations Endorsements) 10.3. Itron shall have Commercial General Liability Insurance with limits of $1,000,000.00 Combined Single Limit and $2,000,000 in the General Aggregate and per occurrence to include: 10.3.1. Products-Comp/OP AGG 10.3.2. Personal & ADV. Injury 10.3.3. Contractual Liability 10.4. Technology Professional Liability (Errors and Omissions): 10.4.1. Limit: $1,000,000 per claim 10.4.2. Technology professional liability coverage shall be sufficiently broad to respond to the duties and obligations as is undertaken by Itron in this Agreement and shall include, claims involving infringement of intellectual property(with the exception of patent infringement or trade secret misappropriation), including but not linuted to infringement of copyright, trademark, trade dress, invasion of privacy violations, information theft, damage to or destruction of electronic information, release of private information, alteration of electronic information, extortion and network security. The policy shall provide coverage for breach response costs as well as regulatory fines and penalties as well as credit monitoring expenses with limits sufficient to respond to these obligations. 10.4.3. If Itron maintains broader coverage and/or higher limits than the minimums shown above, the City requires and shall be entitled to the broader coverage and/or higher limits maintained by Itron. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City. 10.5. Comprehensive Automobile Liability Insurance (City of Lubbock is Additional Insured) 10.5.1. Itron shall have Comprehensive Automobile Liability Insurance with limits of not less than; Bodily Injury/Property Damage, $1,000,000.00 Combined Single Limit, to include all owned and non -owned cars including: Employers Non -ownership Liability Hired and Non -owned Vehicles. The City is to as an additional insured on this policy for Confidential Information 6 the activities contemplated by this Agreement and a copy of the blanket endorsement is to be attached to the Certificate of Insurance. 10.6. Worker's Compensation and Employers Liability Insurance (Waiver of Subrogation required) 10.6.1. Worker's Compensation Insurance covering all employees employed by Itron with Employers Liability of at least $1,000,000.00. 10.7. Excess Liability -(City of Lubbock named as Additional Insured, including Products of Completed Operations Endorsements) 10.7.1. Itron shall have umbrella form insurance with Statutory Amounts of $4,000,000 peroccurrence 10.8. Subcontractors. Itron shall require each subcontractor with whom it contracts to provide activities as contemplated by this Agreement, to procure and carry insurance coverage as set forth herein, and to provide to Itron and the City, prior to such subcontractor performing any such activities, a Certificate of Insurance establishing such coverage. 11. Limitation of Liability. 11.1. NO CONSEQUENTIAL DAMAGES. NEITHER PARTY WILL BE LIABLE HEREUNDER F 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, EXCEPT THAT (I) THE FOREGOING WILL NOT RESTRICT A PARTY'S ABILITY TO RECOVER ACTUAL DAMAGES FOR BREACH OF THIS AGREEMENT, INCLUDING THE COSTS OF OBTAINING REPLACEMENT SERVICES AND DELIVERABLES COMPLYING WITH THE TERMS OF THIS AGREEMENT AND (II) THIS PROVISION SHALL NOT APPLY TO ITRON'S OBLIGATIONS TO INDEMNIFY CUSTOMER UNDER SECTION 12. 11.2. LIMITATION. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR DAMAGES IN EXCESS OF ONE HUNDRED PERCENT (100%) OF THE FEES PAID BY CUSTOMER TO SUPPLIER FOR THE SERVICES OR DELIVERABLES UNDER THIS AGREEMENT. THIS LIMITATION APPLIES TO ALL CAUSES OF ACTION IN THE AGGREGATE, THE LIMITATION OF LIABILITY PROVIDED IN THIS SECTION 11.2 SHALL NOT APPLY TO ITRON'S OBLIGATIONS TO INDEMNIFY CUSTOMER UNDER SECTION 12. 11.3. LIABILITY FOR INFRINGEMENT. EXCEPT FOR JURY AWARDS OR SETTLEMENT AMOUNTS AND AMOUNTS INCURRED BY ITRON RELATED TO ITRON'S DUTIES TO DEFEND CUSTOMER INDEMNITEES, WHICH SHALL NOT BE SUBJECT TO A LIMITATION OF LIABILITY, ITRON'S LIABILITY FOR ITS OBLIGATIONS UNDER SECTION 12.2 SHALL NOT EXCEED TWO TIMES THE AMOUNTS PAID AND PAYABLE UNDER THIS AGREEMENT. 12. Indemnification Against Third Party Claims. 12.1. General Claims. Itron shall defend the City and the City's successors and assigns, elected and appointed officers, directors, employees, representatives, and agents ("Customer Indemnitees") from and against any and all third -party claims, demands, suits, actions, causes of action, of any kind whatsoever (together a "Claim"), and Itron Confidential Information shall indemnify and hold harmless Customer Indemnitees from and against any and all damages, losses, costs and/or expenses of any kind or nature (including legal fees and disbursements) awarded against Customer in any such Claim, or those costs and damages agreed to by Itron in a monetary settlement of such Claim, to the extent resulting from: (a) damages to persons or real or tangible property, bodily injury, or death to the extent caused by Itron's negligence or intentional misconduct (including that of its employees, agents, and contractors or any other party over which Itron asserts control) arising in connection with, or related to this Agreement; and (b) Itron's breach of Section 7.5 ("Safeguards"). 12.2. Infringement Claims. Without limiting the general nature of Section 12.1 above, Itron shall defend the Customer Indemnitees from and against any and all third party claims, demands, suits, actions, causes of action, of any kind whatsoever, for damages, losses, costs and/or expenses (including legal fees and disbursements) to the extent resulting from any allegation that any Itron Deliverables and/or Services )constitute an infringement, violation or misappropriation of any such third party's Intellectual Property rights. As Itron's sole obligation with respect to infringement claims relating to Third Party Equipment and/or Third Party Software, Itron shall make commercially reasonable efforts to enforce any available infringement protections provided to Itron by the applicable third party manufacturer or licensor on behalf of the Customer Ind emnitees. 12.3. Conditions to Infringement Claim Defense. Itron's infringement defense obligations under Section 12.2 are conditioned on Customer's agreement that if the applicable product or service becomes, or in Itron's opinion is likely to become, the subject of such a claim, Itron will have the right, at Itron's sole option and expense, either (a) to procure the right for Customer to continue using the affected product or service or (b) to replace or modify the same so that it becomes non -infringing. Such replacements or modifications shall be functionally equivalent to the replaced product or service. If the foregoing alternatives are not available on terns that are commercially reasonable in Itron's reasonable judgment, Itron shall have the right to require Customer to cease using the affected product or service in which case, at the exclusion of other remedies available to Customer, Itron will refund to Customer the purchase price paid by Customer for the affected product or for the unused portion of the service. 12.4. Exclusions to Infringement Claim Defense. Itron shall have no obligation under this Agreement to the extent any claim of infringement or misappropriation results from: (1) use of a product or service, other than as permitted under or contemplated by this Agreement if the infringement would not have occurred but for such unauthorized use; (ii) use of any product or service in combination with any other product, equipment, software or data, if the infringement would not have occurred but for such combination and the combination was not delivered by Itron; (iii) any use of any release of a software or any firmware other than the most current release made available to Customer if Itron has notified Customer that the infringement is possible on the older versions, (iv) any claim based on Customer's use of a product after Itron has informed Customer of modifications or changes to the product required to avoid such claims and offered to implement those modification or changes at no cost, if such claim would have been avoided or mitigated by the implementation of Itron's suggestions, or (v) any modification to a product made by Customer or a third party not under Itron's control, unless agreed to by Itron or permitted under this Agreement, or (vi) compliance by Itron with specifications ConfidentialInfo►mation 8 or instructions supplied by and required by Customer. 12.5. Conditions to Defense. As a condition to Itron's indemnity and defense obligations under this Agreement, Customer will provide Itron with prompt written notice of the claim, permit Itron to control the defense, settlement, adjustment or compromise of the claim and provide Itron with reasonable assistance in connection with such defense; however, Itron shall not consent to any judgement or settlement of the foregoing, that creates an obligation on any Customer Indemnitee without first obtaining such indenuiitee's prior written consent. If Customer's failure to provide prompt notice of a claim does not prejudice Itron, such failure shall not relieve Itron of its obligations to defend and indenulify under this Agreement. Customer may employ counsel at its own expense to assist it with respect to any such claim. 12.6. THIRD PARTY CLAIM DISCLAIMER. THIS SECTION 12 CONSTITUTES ITRON'S SOLE AND EXCLUSIVE OBLIGATION WITH RESPECT TO THIRD PARTY CLAIMS BROUGHT AGAINST CUSTOMER, . 13. Intellectual Property. 13.1. 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: (1) 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). 13.2. Reservation of Intellectual Property Rights. Itron 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. 13.3. Suggestions. Itron 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. 14. Change Requests & Change Orders. 14.1. Request. Customer may at any time, and from time to time, propose changes to services or services deliverables or request that Itron perform additional services for Confidential Information Customer (each a "Change Request") in addition to or different from that provided in the Statement of Work. Within a reasonable period after receiving a written Change Request from Customer, Itron will prepare and submit a written proposal in the form of a statement of work to Customer that: (i) if applicable, assesses the expected impact of the Change Request on any services or services deliverables being provided at the time of the request; (ii) defines and describes how Itron would fulfill or satisfy the Change Request, and describes any additional services or services deliverables to be provided by Itron in reasonable detail; (ill) sets forth pricing, specifications, implementation plans and time schedules, with appropriate milestone and completion dates, anticipated by Itron in comlection with fulfilling the Change Request; (iv) contains proposed completion and acceptance criteria; and (v) sets forth any other information required by this Agreement and any Technology & Services Addendum, in the general form provided by Section J.1. of the Statement of Work. 14.2. Response. If Itron timely submits a response to the Change Request, the Parties will attempt in good faith to negotiate a mutually acceptable resolution. Mutually agreed upon Change Requests will take the fonn of a written order (each a "Change Order"). Following the issuance of any Change Request and during any negotiation, Itron will continue to provide the services and services deliverables, unless directed otherwise by Customer in writing. 14.4. Authorized Approvals. No Change Order will be binding upon Customer or Itron unless executed and delivered by an authorized signatory of both parties. All Change Orders and all statements of work under a Change Order will be governed by the terms and conditions of this Agreement and the applicable Technology & Services Addendum. The authority of Customer to execute a Change Order is delegated by the Electric Utility Board to the Director of Electric Utilities, or his or her designee, as long as the Change Order is within the purchasing authority perameters delegated to Director of Utilities under Customer's currentPurchasing Policy. 15.A. Defaults. A default shall exist hereunder if any one or more of the following events shall occur: (a) a party shall fail to perfonn under or comply with any provision or requirement of this Agreement, and, unless provided otherwise in this Agreement, such failure shall be continuing after thirty (30) days' notice and opportunity to cure provided after completion of the process set forth in Section 15, below; (b) Itron shall (1) apply for or consent to the appointment of a receiver, trustee, intervenor, custodian or liquidator of itself or of all or substantial part of its assets, (2) become bankrupt or insolvent or file a voluntary petition for bankruptcy or admit in writing that it is unable to pay its debts as they become due, (3) make a general assignment for the benefit of creditors, (4) file a petition or answer seeking reorganization or an arrangement with creditors or to take advantage of any bankruptcy or insolvency laws, or (5) file an answer admitting the material allegations of, or consent to, or default in answering, a petition filed against it in any bankruptcy, reorganization or insolvency proceeding, or take action for the purpose of effecting any of the foregoing; or (c) an order, judgment or decree shall be entered by any court of competent jurisdiction or other competent authority approving a petition appointing a receiver, trustee, custodian, intervenor or liquidator of Itron, or of all or substantially all of its assets, and such order, judgment or decree shall continue unstayed and in effect for a period of sixty (60) days. 15. Dispute Resolution. Confidential Information 10 15.1. Dispute Resolution Procedure. The Parties will resolve any dispute between the Parties regarding the interpretation of, or default under, tlus Agreement or Itron's performance using the procedures in this Section. 15.1.1. Either Party may give the other Party written notice of any dispute not resolved in the nonnal course of business. Upon delivery of the notice, each of the Parties will appoint a designated representative who does not devote substantially all of his or her time to performance under this Master Sales Agreement and who, in the case of Customer, will be a director (or more senior corporate officer), and in the case of Itron, be a director (or more senior corporate officer), to meet for the purpose of resolving the dispute. 15.1.2. The representatives will discuss the problem and negotiate in good faith to resolve the dispute promptly and without the necessity of any formal proceeding. If either Party intends to have an attorney attend a meeting, it will notify the other Party at least two (2) business days before the meeting to enable the other Party to also be accompanied by an attorney. All negotiations pursuant to this Section are confidential and will be treated as compromise and settlement negotiations for purposes of evidentiary rules. 15.1.3. If the disputed matter has not been resolved by the designated representatives within ten (10) business days after delivery of the written notice by one Party to the other, or such longer period as agreed to in writing by the Parties, each Party will have the right to exercise any rights, and seek any and all remedies, available by law, equity, contract or otherwise, to the extent such remedies are not prohibited by this Agreement. 15.2. Agreements in Writing. No agreement achieved under this dispute resolution process will be binding on either Party unless set forth in a writing executed by both Parties by duly authorized signatories. 15.3. No Termination or Suspension of Services. During the pendency of any dispute, Itron will not interrupt or delay the provision of services, disable any deliverable in whole or in part, or perform any other action that prevents, slows down, or reduces in any way the provision of services or Customer's ability to conduct its business, unless Customer agrees in writing or terl mates this Master Sales Agreement. 15.4. Injunctive relief. Neither Party will be obligated to follow the procedures set forth in this Section when seeking injunctive relief. 16. Miscellaneous. 16.1. Entire Agreement. This Agreement, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all previous agreements pertaining to such subject matter. All prior agreements, representations, warranties, statements, negotiations, understandings, and undertakings are superseded hereby and Customer represents and acknowledges that it has not relied on any representation or warranty other than those explicitly set forth in this Agreement in connection with its execution of this Agreement. Neither Party shall be bound by conflicting preprinted terms and conditions imprinted on or embedded in Purchase Order, order acknowledgments, statements of work not expressly made a part hereof, or other Confidential Information communications between the Parties, unless expressly agreed to by the Parties. 16.2. 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 perfornance specifically waived. 16.3. 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; provided, however, that upon written notice to non assigning party (i) Customer shall have the right to assign in the event of conveyance of all or substantially all of its assets related to customer billing and/or metering functions; and (ii), Itron shall have the right to assign, by contract or by operation of law, any or all of its rights and obligations under this Agreement to a Itron Affiliate without any requirement that Itron seek or obtain the approval of Customer. "Itron Affiliate" means an entity controlled by or under common control with Itron. 16.4. 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. 16.5. 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. 16.6. 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 tills Agreement. 16.7. Anti -Corruption. Customer has not received or been offered, and Itron represents to Customer that it has not provided or offered to Customer or any employee of Customer, any illegal or improper bribe, kickback, payment, gift, or thing of value from an Itron employee or agent in connection with the award of this Agreement. In addition to other remedies provided by this Agreement, if Customer learns of any violation of the above restriction, such shall be a breach hereunder, and it will use reasonable efforts to promptly notify Itron's Law Department via the contact information in the notices section. 16.8. 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, joint enterprise, agency, fiduciary, or employment relationship between the Parties. Itron has the responsibility for, and control over, the methods and details of performing services and providing products under this Agreement. Itron will provide all tools, materials, training, hiring, supervision, work policies and procedures, and be responsible for the compensation, discipline and termination of Itron personnel. Neither Party has any authority to act on behalf of, or to bind the other to any obligation. 16.9. Compliance with Law. Itron and Customer will at all times perform their Confidential Information 12 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 or regulations including any applicable requirements of any foreign, domestic, state, or local authority regulating health, safety, employment, the envirorunent, consumer protection, security, exportation, information sere ices, or telecommunications. 16.10. Governing Law. This Agreement and performance hereunder will be governed by and construed in accordance with the laws ol' the State of Texas without reference to their conflicts of law principles or the United Nations Convention on Contracts for the Sale of Goods. 16.11. 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 LUBBOCK COUNTY, TEXAS OR IN THE UNITED STATES DISTRICT COURT FOR 1 HE NORTHERN DISTRICT OF TEXAS. THE PARTIES HEREBY CONSENT TO SUCH VENUE AND TO THE JURISDICTION OF SUCH COURTS OVER THE SUBJECT MATTER OF SUCH PROCEEDING AND THEMSELVES. 16.12 Jury Trial Wai,.er. 16.12.1 EACH PARTY WAIVES ITS RIGHT TO A JURY TRIAL IN ANY COURT ACTION ARISING AMONG THE PARTIES UNDER THIS AGREEMENT OR OTHERWISE RELATED TO THIS AGREEMENT, WHETHER MADE BY CLAIM, COUNTFRCI AIM, THIRD PARTY CLAIM OR OTHERWISE. 16.I2 2 The Parties agreement to waive their right to a jury trial will be binding on their respective successors and assignees. 16.13. 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 gi%en upon: (i) personal delivery, (ii) the second business day after mailing U.S. mail, certified, return receipt requested, (iii) the second business day after sending by overnight delivery, and (iv) the second business day after sending by confirmed facsimile, addressed as follows: Felix Orta, Purchasing Manager Electric Utilities Lubbock Power & Light 130I Broadway Avenue Lubbock, Texas 79401 ITRON, Inc. 2111 N. Molter Rd. Liberty Lake, WA 99019 Attn: Contract Administration Fax: (509) 891-3331 or pdf and email to contract.reMuestraitron.com. Confidential Infoi•nration 13 16.14. Severability. If any provision of this Agreement or its applications to particular circumstances is deterl-Lined 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. 16.15. 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 ("Force Majerrre"). 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. In the, event of claimed Force Majeure, Itron will work in good faith to minimize the disruption on Customer operations. In the event Force Majeure is claimed by Itron, Itron shall provide written notice describing the circumstances and shortage preventing the obligations of this Agreement, within two (2) days of the claimed Force Majeure event, with an estimate of the expected duration and probable impact on the project and the actions being taken by Itron to diligently mitigate the effects of the claimed Force Majeure. Itron shall continue to furnish timely regular reports and updates with respect to the claimed Force Majeure event.. This suspension shall be of no greater scope and of no longer duration than is reasonably required by the Force Majeure event.. 16.16. No Third Party Rights. This Agreement is entered into only for the benefit of Customer and Itron and no other person or entity is a beneficiary hereunder nor shall have the right to enforce any of its terms. 16.17. Authorization. Each Party represents and warrants that the signing, delivery and performance of this Agreement has been properly authorized. 16.18. Counterparts. This Agreement may be executed by facsimile or scan and in counterparts, which taken together shall form one legal instrument. 16.19. Non -Appropriation. All funds for payment by Customer under this Agreement are subject to the availability of an annual appropriation for this purpose by the City of Lubbock ("City"). In the event of non -appropriation of funds by the City Council of the City of Lubbock for the goods and services provided under this Agreement, Customer will tenninate this Agreement, without termination charge or other liability, on the last day of the then -current fiscal year or when the appropriation made for the then -current year for the services covered by this Agreement is spent, whichever event occurs first (tile "Non - Appropriation Date"). If at any time funds are not appropriated for the continuance of this Agreement, cancellation shall be accepted by Itron on thirty (30) days prior written notice, but failure to give such notice shall be of no effect and Customer shall not be obligated under this Agreement beyond the Non -Appropriation Date. The City of Lubbock has Confidential Information 14 approved, subject to subsequent action of the City Council of the City of Lubbock, the equipment and services to be acquired under this Agreement, pursuant to Ordinance No.'s 2016-00135 and 2017-00111. 16.20. Israel. Itron represents and warrants that it is in compliance with Chapter 2270, Subtitle F, Title 10 of the Texas Government Code by verifying that 1) it does not boycott Israel; and (2) it will not boycott Israel during the term of tltis Agreement. [Signature Page Follows] Confidential Information 15 Oocu&gn•Envelope I0- 10BBE548-2699-42D4-A834-7910745F490C SIGNATURE PAGE TO MASTER SALES AGREEMENT TERMS AND CONDITIONS AGREED: Itron, Inc. ❑oouSigned by. , 6b,U . t "OOrt r SiknafttCA0E5CC417 Joan Hooper Printed,Name 5VP & CFO Title 6/7/2018 Date APPROVED AS TO CONTENT: �,q�Nat� Andy Burcham Assistant Director of Electric Utilities Jafnie Cook Customer Service & Billing Manager APPROVED AS TO FORM: Richard K. Casner, General Counsel Confidential Informadon Electric Utility Board Greg Taylrd Chairman of the Brectric Utility Board VSA�- acI Date .;I T T cn'.ST: Ja Conwright ,Se tary of the Electric Utility Board !17 DocuSigr. Envelope ID: 1aB$E548-2699-4204-A834-7910745F49DC City of Lubbock —L' Dan Pope, Mayor of the City of Lubbock Date June 14, 2018 ATTEST- -u� Rebe a Garza, City Secretary APPROVED AS TO CONTENT: - v — Andy Burcham Assistant Director of Electric Utilities J m e Cook C omer Service & Billing Manager enPROVED AS TO POnnI: Richard K. Casnzr, General Counsel Coirfrdera!tral Info rnaatroir 17 EXHIBIT "A" TRANSACTION SUNINTARY TO MASTER SALES AGREEMENT Technology & Services Addendum to Master Sales Agreement 1. ?. Equipment Purchase & Warranty Schedule Addendum Maintenance & Support Services Addendum � 3. Installation/Implementation Services Addendum 4. Software -as -a -Service Addendum 7x 5. Managed Services Addendum 5b. Managed Services In -Field Maintenance Option 1 Pricing, Summary (01 ached) I Attachment Ito the Statement of Work - Pricing Summary Additional Attachments (if applicable) Lubbock AMI SOW ("Statement of Work") Attachment ? to the Statement of Work - Itron Response Software -as -a -Service Term 1 Managed Services Term 1 Cloud Infrastructure Ser►ice Term j Minimum 3-Year Term Commitment Required; ® Other: 5 Years Hole: should be covered in a specrjie provision in the body uf1he Agreenient or .4ddendran ADDENDUM I TECHNOLOGY & SERVICES ADDENDUM — Equipment Purchase & Warranty Schedule — Confidential Information 18 1. Ordering of Equipment. During the term of the Agreement, Customer shall order quantities of equipment by issuing a purchase order to Itron, in each case specifying the type and quantity of equipment, the shipment destination, and a ship date that complies with equipment lead times. Itron shall deliver the equipment in the purchase order within the time prescribed, subject to lead times. 2. Firmware. The purchase of equipment manufactured by Itron includes a perpetual, irrevocable license to use and execute any software embedded in the equipment. The license to any software embedded in Third Party Product purchased by Customer through Itron shall be between Customer and the manufacturer of such third party equipment. "Third Party Product" or "Third Party Equipment" shall mean any product that is not manufactured by Itron that is supplied by Itron under this Agreement, "Third Party Software" shall mean any software that is not licensed by Itron. 3. Equipment Invoicing. Itron will invoice Customer for equipment upon receipt by Customer. 4. Ordering Lend Time & Ship Date. The required Iead time for equipment manufactured by Itron shall be ninety (90) days between the date Itmn receives the purchase order and the ship date, unless (a) othen�,ise provided in an agreed -upon purchase order, or (b) Itron has notified Customer in advance that a different Iead time is required for specific Itron equipment. The required lead time for third party equipment shall be the applicable third party manufacturer's then -current, standard lead time. Itron shall have no obligation to accept any requested ship date that is sooner than the required lead time unless provided otherwise in the Statement of Work. In the case oFThird Party Product material required for the Itron responsibilities as listed in the Statement of Work, Itron will have sole obligation to order third part equipment in accordance with the third -party lead time to adequately meet the program schedule of that Statement of Work. 5. Order Crincellation & Rescheduling. Unless other -wise provided in the Agreement or in an agreed -upon purchase order, a purchase order for equipment may not be canceled by Customer. 6. Forecasts. Itron may condition the ninety (90) day order lead time or such other lead time required by Itron under Section 4 ("Ordering Lead Time & Ship Date") upon Customer providing reasonable forecasts, at intervals requested by Itron, of Customer's equipment demand. 7. Delivery & Risk of Loss. 7.1 Delivery. Itron shall cause the equipment to be delivered to Customer (or Customer's authorized agent) 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 delivery to Customer 8. Documentation. Itron shall make its standard product documentation available via download. Itron 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 business (7) days to confirm that the items delivered are not damaged, are the equipment ordered and that the quantity received is the same as the quantity ordered. 10. Limited Equipment Warranty. Confidential Information 19 10.1. Limited Warranty. Itron warrants to Customer that the Itron manufactured equipment will be free from defects in materials and workmanship and will conform to the applicable specifications for a minimum period of one (1) year from the date of delivery to Customer, unless a longer period is otherwise stated in the attached warranty schedule for Itron-manufacture equipment or Order Document. For avoidance of doubt, components parts of Itron-manufactured equipment that are provided by third -party manufacturers and developers —and which are integrated into Itron-manufactured equipment are covered by this Section 10 warranty. 10.2. Repair or Replacement. 10.2.1. Itron reserves the option to repair or replace the Itron-manufactured equipment after Customer has returned non -conforming Itron-manufactured equipment under warranty properly packaged and prepaid to a repair facility designated by Itron in accordance with Itron's then -current RMA procedures. Itron's warranty under this Section, does not include freight to the Itron designated facilities; and it does include return freight to Customer's location in the event that the returned unit of Itron-manufactured equipment is determined to be faulty and under warranty. 10.2.2. Labor costs associated with removal or reinstallation of failed equipment (other than Network Equipment) at Customer location, after the initial deployment of equipment, is not includedincluded in Itron's warranty under this Section. 10.3. Warranty on Repaired or Replaced Equipment. Repaired and replacement Itron-manufactured equipment will be warranted for the remainder of the original warranty period set forth above, or six (6) months from the ship date of the repaired or replaced Itron Equipment, whichever is longer. 11. Exclusions to Warranty on Itron-Manufactured Equipment. The above Section 10 warranty on Itron-manufactured equipment does not cover damage due to causes outside of Itron's control, including Customer or third party accidents, abuse, misuse, Customer's failure to maintain Itron-manufactured equipment other than Network Equipment, problems with electrical power, acts of God; service (including installation or de -installation) not performed, required by, or authorized by Itron; usage not in accordance with product instructions or in a configuration not approved by Itron; normal wear and tear; and problems caused by use of parts and components that are not supplied or authorized by Itron. The warranty provided herein shall be void if the equipment is modified in a way not authorized in writing by Itron. 12. Pass -Through Warranties on Third -Party Equipment. ITRON IS NOT THE MANUFACTURER OF THE EQUIPMENT SPECIFICALLY IDENTIFIED IN THE ORDER DOCUMENT AS THIRD PARTY EQUIPMENT AND ITRON 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 ITRON, CUSTOMER PURCHASES THIRD PARTY EQUIPMENT "AS IS." THIRD PARTY EQUIPMENT SHALL BE SUBJECT TO ANY WARRANTIES PROVIDED BY THE THIRD PARTY EQUIPMENT MANUFACTURER AND ITRON SHALL PASS THROUGH OR TRANSFER ANY SUCH WARRANTIES TO CUSTOMER.. MODIFICATIONS MAY VOID OR OTHERWISE LIMIT ANY WARRANTY APPLICABLE TO THIRD PARTY EQUIPMENT. Itron will act as a liaison with the Third Party Equipment providers in regard to the Confidential Information 20 Third Party Equipment warranties and will make commercially reasonable efforts to assist Customer in enforcing those warranties. [Warranq, Schedule Follows] Confide►ttial Information 21 Itron Equipment Warranty Schedule Product Warranty Terms itron CENTRON Electricity Full warranty consistent with the warranty terms in this Agreement, meters for 39 months from date printed on nameplate. Repairs for out -of -warranty Itron shall perform the repairs with reasonable care and in a diligent electricity meters and competent mariner, Itron's sole obligation in connection with repair warranty failures shall be, at its option, to correct or re -perform repairs or refund to Customer the alziou11t paid for the repairs. Customer must report any deficiencies in repair work to Itron in writing within 90 days of shipment to receive the remedies described herein. Itron OpenWay Riva Water A. Full warranty consistent with the warranty terms in the Module (including battery) Agreement for the first 10 years From delivery to Customer. B, For warranty claims in years I through 15, Itron'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. C. For warranty claims in years 16 through 20, Itron'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 Itron water endpoints shall be void if the endpoint is used in connection with a third party reading system that is not approved by Itron. Confidential Information 22 ADDENDUM Z 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 "Itron Support Services Contacts" document, which can be obtained by calling (877) 487-6602, including for example, the ttron Equipment Repair Table and Working Effectively with Itron Client Services documents. "Covered Product" means Covered Software and Covered Equipment. "Covered Sofhvare" means the software identified in the Pricing Summary to this Agreement. "Covered Equipment" means the equipment identified in the Pricing Summary to this Agreement which is Itron Equipment. (Itron Equipment is distinguished from equipment manufactured by a third -party, as identified in Addendum 1.) "End of Support" means a commercial decision by Itron to discontinue maintenance and support services for specific Covered Products or to discontinue offering a particular Covered Product to Itron 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 Itron. "Loaned Mobile/Handheld Equipment" means mobile collector and/or handheld units loaned by Itron to Customer, under the terns of this Addendum while services are being performed on Customer's mobile collector and/or handheld. "Maintenance Year" means, for each Covered Product, a period of one (1) year beginning Confidential Information on the Effective Date, any anniversary thereof, or agreed -upon coverage start date. "Mandatory Recision" 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. "Network Equipment" means the data collectors and network repeaters that are provided under this Agreement. "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. "Service Levels" means, with respect to this Addendum, the response time, effort level, and escalation path procedures and guidelines described in Attachment i to this Addendum. "Specifications" means section "3 LPL AMI-Part D, E, F" of the Itrori Response as attached hereto as Attachment 2 "Software Release" means a collection of Fixes or Improvements made available to Itron customers (either via physical media or electronic download access). "Service Request" and "SR" means a request initiated by Customer for a teeliriical support service within the scope of the applicable maintenance and support Services option purchased by Customer. "Technical Support Services" means Itron 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. Effect of Termination of Agreement. Except as otherwise provided in Section 2.1.2 below, Itron shall not be obligated to provide any Services under this Addendum upon ternunation of this Addendum. 2.1.1. If Customer tenninates the Agreement for breach or default by Itron, Customer shall be entitled to a prorated refund of the applicable Fee. 2.1.2. Unless Itron tenninates the Agreement for breach or default by Customer, Itron will continue to provide Services under this Addendum to the extent the fees for such Services have already been paid. 2.2. End of Support. Itron 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 180 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, Itron shall provide custom support for products for which Maintenance Services have been discontinued at Itron's then -current rates, Unless otherwise agreed by the Parties in accordance with the foregoing sentence, Itron shall have no obligation to Confidential Information 2 provide Maintenance Services with respect to Covered Products for which Itron has discontinued Maintenance Services.. 3. Principal Services Contacts. 3.1. Designation by Customer. Customer shall designate no more than two (?) 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, 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 reasonably practicable for entry into Itron's support tracking system. Although it is Customer's sole right to choose its Principal Services Contacts, Customer and Itrou 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 provide updated contact information to Itron, 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 Itrori, the Principal Services Contact must attend training sessions offered by Itron, an Itron approved trainer, or Customer's training program approved by Itron 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 Itron'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 Itron, in its reasonable discretion, notifies Customer 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. Itron will provide Teclutical Support Services during its then - current nonnal 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 Itron professional services, whichis provided in Section K. of the Statement of Work. Nor will Customer use Technical Support Services in lieu of having qualified and trained support personnel of its own. Itron'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 Contract Documents and Service Levels. 4.3. Field Support. Upon mutual agreement of the Parties, Itron will dispatch support personnel to Customer's location to provide technical support. Such support will be billed at Itron's then -current hourly rates (with reasonable travel and living expenses invoiced at Itron's cost without markup), unless the cause of the reported problem is found to be the Confidential Information fault of Itron. Field support for network devices is covered under In -Field Network as a Service Option) in Addendum 5 and is not billed separately. 5. Software Maintenance. 5.1. Fixes. Itron shall provide a Fix and make commercially reasonable efforts to do so in accordance with the Service Levels. Itron's obligations with respect to Service Levels are contingent upon, to the extent necessary for Itron to perform its duties hereunder, Customer (i) cooperating fully with Itron to resolve the Error, (ii) responding to requests made by Itron within the applicable Response Time as shown in Attachment I to this Addendum, and (iii) assigning qualified personnel to help Itron address the Error. 5.2. Documentation. Itron will make an electronic copy of the Documentation available to Customer at no additional charge via physical media or download access. Itron will maintain a copy of its most recent supported version of the executable Covered Software to be made available to Customer as necessary in the event of corrupted or inoperative Covered Software. 5.3. Improvements. Itron shall provide Improvements, if any, at its then -current price for such Improvements (or at no charge if such Improvements are rnade available to Itron 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, Itron's current typical practice (which may be changed at any time in Itron's discretion) is to provide Software Releases using the numbering convention 11XX.YY.ZZ.11 The "XX" in Itron'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 Itron. • The "YY" in Itron'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 Itron customers generally on a periodic basis. • The " ZZ" in Itron's numbering convention refers to a "Hot Fiv Release," which is an un-scheduled release provided to one or more customers as a short-term, temporary fix to a Severity Level I Error. While not utilized by all Itron software product lines, Hot Fix Releases are not made available to Itron customers generally but may be included in the next scheduled Service Pack for general release. 5.4.2. Support for Releases of Itron Enterprise Edition and Openway Software, This Section 5.4.2 applies only to Covered Software that are Itron Enterprise Edition or OpenWay software products. Services for Itron 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). 5.4.2.1 Itron may elect to provide Services under this Addendum for an Confidential Information unsupported Software Release of Covered Software at its then -current rates for customer support. 5.4.3. Support for Releases of all Other Covered Sofhvare. This Section 5.4.3 applies to a]I Covered Software other- than Itron Enterprise Edition and OpenWay Software products. Services under this Addendum for all Covered Software other than Itron Enterprise Edition and OpenWay software products shall be linuted to the most recent System Release and the two prior Service Pack Releases. 5.5 Mandatory Revision. In the event that Itron, in its sole reasonable discretion, deternines that any Covered Software is, or may (as applicable) be (1) 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, Itron may issue a Mandatory Revision. 5.7 Interoperability. Itron makes no representation or warranty regarding the ability of the Covered Software to interoperate with third party hardware or software other than software or hardware identified as compatible with the Covered Software in Itron's Documentation for the applicable Covered Software or provided to Customer by Itron. 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 Itron in writing of its request for Services and pay Itron's then - current re -initiation fee. 5.9 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 confomiance 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_ 5.10 Data Review. If Itron determines that it is necessary to evaluate Customer data in order to reproduce error conditions not reproducible with Itron's standard test data sets, Customer will provide Itron with access to such data. Such information is considered Confidential Information under this Agreement. Itron will manage such data in a secure manner while in use and delete the data from Itron systems upon completion of the investigation. Itron shall not be liable for any delay or failure to resolve the problem if access to such production data is denied to Itron. b. Equipment Maintenance. 6.1. Preventive and Corrective Maintenance. Upon receipt of an item of Covered Equipment, Itron shall (i) perform the preventive Services under this Addendum that Itron detennines are reasonably necessary to maintain the Covered Equipment in Operating Confidential Information 5 Condition, and (ii) diagnose and correct any failure in such Covered Equipment as necessary to meet 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 Itron address identified on the Itron 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, unless s otherwise provided herein, and in accordance with the applicable Retum Material Authorization ("RMA") procedures. Upon receipt of Covered Equipment (with the required inforniation) under Itron's RMA procedures, Itron 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, Itron shall then provide the applicable Services and shall return the item of Covered ltron Equipment to Customer at Itron's expense and will make conunercially reasonable efforts to return the Covered Itron Equipment 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 Itron 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 accidents by Customer and third -party accidents, abuse, misuse, Customer's failure to maintain Itrors-manufactured equipment other than Network Equipment, problems with electrical power, acts of God; usage or maintenance not in accordance with product instructions or in a configuration not approved by Itron; (ii) service or repair processes (including installation or de -installation of equipment, parts, or fin-nwarelsoftware) not performed or authorized by Itron; (iii) use of parts, configurations or repair depots not certified by Itron, or approved by Itron; or (iv) Customer's failure to perfornl Customer responsibilities in accordance with this Addendum, including caring for Products in accordance with system documentation. 6.4. Estimation Fees. Itron 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 Mature of the repair is not included). If Customer elects to have Itron proceed with the requested maintenance on any such item, Itron shall provide such services at Itron's then - current rates. If Customer elects not to proceed with the requested repair, Itron will return the item of equipment at Customer's expense. Itron may charge Customer its then -current handling, inspection and shipping fees for any such retumed equipment. 6.5. Adding/Restoring Equipment to Maintenance Services. Following the effective date of this Addendum 2, 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 patty that is not Itron certified, and thereafter wishes to add such equipment as Covered Equipment, Itron 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 Confidential Information 6 Operating Condition and/or (H) charge its then -current re -certification fee, in addition to the Covered Equipment's first tenn maintenance fee. 6.6 Customer Equipment Responsibilities. Itron shall make available, and Customer shall obtain, a copy of Itron's user documentation for Covered Equipment and Customer shall perform regular preventive maintenance for each such item in accordance with such documentation. Customer shall also keep accurate records of Covered Equipment serial numbers and Iocations to assist Itron with the Services. Itron is responsible for Network Equipment covered under the In -Field Network as a Service Option 6.7 Loaner Equipment Program. Subject to the requirements below, Itron 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 MobilelHandheld Equipment. Itron 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. Itron 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. Itron 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 MobilelHandheld Equipment will remain the property of Itron and shall be returned to Itron promptly upon receipt by Customer of the corresponding item of Covered Equipment. For Loaned Mobile/Handheld Equipment that is not returned within fourteen (14) days from the receipt of the corresponding item of Covered Equipment, Itron may charge a late fee equal to ten (10) 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. Itron 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 Itron. 7. Fees and Invoicing. As compensation for the Services under thus Addendum, Customer shall pay, to the extent permitted by law, in advance to Itron the Annual Fee for each Maintenance Year in which it receives Services under this Addendum. Itron 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, Itron 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 Covered Product by providing Itron with written Confidential Information 7 notice of non -renewal for such Product no less than ninety (90) days prior to the conunencement of any subsequent Maintenance Year. Approximately twenty (20) days prior to the commencement of any subsequent Maintenance Year, Itron shall provide Customer with an invoice for the Annual Fee payable by Customer for the forthcoming Maintenance Year (including the Annual Adjustment). Itron 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 Parry Covered Product') Itron 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. First -tier support shall mean all initial support requests will be made to Itron. In addition, Itron shall matte commercially reasonable efforts to facilitate Customer's receipt of maintenance and support for such Third Party Products consistent with the maintenance terms identified on the Order Document for such Third Party Products. Notwithstanding anything; else to the contrary, Itron's sole obligation with respect to maintenance and support for Third Party Products shall be as set forth in this Section. jAttacl meat I Follows] Confidential Inforin ation Attachment I to Maintenance & Support Services Addendum Software Maintenance & Supporl Service Levels — Severity Level Response Times Effort Level and Escalation Path Severity Level I. Critical During after -hour periods, Itron will provide services adequate to provide Business Impact 1 System Itron will respond to a a Fix on a 240 basis*, or as otherwise agreed Down: An Error for which there critical support voice by the Parties. A SR shall be escalated to Itron's is no 4vork-around, which causes messages within 13 minutes TSS Management Team if a Fix is not provided the Product 1 Software or a by a return call to Customer, within 1 business day of Itron's receipt of the critical business function 1 which will validate receipt Customers call and creation of the SR. process of the Itron system to be of the critical support call unavailable. System use and and begin the SR process. *24Y7 support for Severity Level 1 Errors is operation cannot continue. During regular business- not currently available for Itron Meter Products. hours Itron will begin the Energy Forecasting and Load Research SR process during Products, and Distribution Products, Customer',, initial call. *Severity 1 errors must be reported by phone to initiate the Severity l response process, SR,, initiated by entail or web Following the start of the SR interface are logged as a Severity process Itron will respond to 3 until reviewed by Iron Customer's SR within 2 Technical Support Services and business hours with an validated as a higher priority, investigation response. Following the investigation response, Itron gill 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 Itron inquiry or request within three hours. Confidential Inf orinatron Severity Level Response Times Effort Level and Escalation path Severity Level 2. Moderate Itron will respond to Itron will provide services adequate to provide Business Impact / Degraded Customer SR within 1 Fit during normal business hours. SRs shall be Operation: An E1TOr other than business day and will update escalated to Itron's TSS Management Team if a a Severity Level I Error, for the SR at least every other Fix is not provided within 3 business days of which there is no work -around, day. Itron's receipt of Customer's call and creation which limits access or use of the of the SR. software or a business function, Customer will respond to an causing the system to miss Itron inquiry or request required business interface or within 1 business day. 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 Scwerity 3 until reviewed by Itron Technical Support Services and validated as a higher priority. Severity Level 3. Nlinor Itron will respond to Itron technical representatives will provide Business Impact 1 Customer SR within 2 services adequate to provide a Fix during Compromised Operation: An business days. normal business hours. Error other than a Severity Level 1 or Severity Level 2 Error that has an inconvenient use of or access to a software function (e.g., a feature is not working as documented but a Nvork-around is available and sibnificant business functions are not materially impaired). Severity Level 4. No Business Itron will respond to Itron support representatives will provide Impact I Standard Operation: Customer SR within 3 services adequate to provide a Fix during An Error other than a Severity business days. or as normal business hours. Level 1, Severity Level 2 or otherwise agreed by the Severity Level 3 Error. Generally Parties. a cosmetic Error or an Error which does not debradate Customer's use of the system. Severity Level 5. Customer SR N/A The SR will be evaluated as a potential, future for an enhancement or new product enhancement. If the enhancement or Functionality. new functionality requires more immediate attention for Customer, Itron will engage Itron's Professional Services Group to create a customized proposal For Customer, at Itron's then -current services rates. Confidential fntfornzatinzz Confide►rtial I►►formation ADDENDUM 3 TECHNOLOGY & SERVICES ADDENDUM — Ittstallatiotl/Itrtpletttetttatlott Services — I. 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. Itron will invoice Customer for Services as set forth in the applicable Statement of Work ("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 in accordance with the Pricing Sun -unary. Services performed on a fixed fee basis will be invoiced as set forth on the applicable SOWor, if not set forth on a SOW, upon completion. 3. Authorized Services. Itron shall perform services as set forth in a statement of work and a Purchase Order issued by Customer. Customer will not pay for, and Itron is not required to provide any services, for which both a statement of work and purchase order have not been issued by Customer. All changes to scope of work in the Statement of Work must be approved pursuant to the Change Request procedures of the Agreement,. All work shall be timely performed ill accordance with Statement of Work and Order Document. 4. Customer Responsibilities. Customer shall timely perform all of its assigned responsibilities under the statement of work using qualified personnel. Customer shall also provide Itron with reasonable cooperation in connection with the services to be performed by Itron, including for example, by providing Itron with reasonable access to Customer's facilities, service territory, personnel, systems, and information. 5. Reference Information. If Customer provides Itron any reference information, designs, technical information, or other information required to be provided by Customer in connection with the services (collectively, the "Reference Information"), Itron shall be entitled to rely on the accuracy of such Reference Information so long as such reliance is reasonable. 6. Delays. To the extent Customer's failure to adhere to Section 4 results in any delay or increases Itron's cost of performing the services, the delay directly caused by such failure shall be excused, and Itron shall have the right to increase its Fees as necessary to offset its increased costs, if any, of performing the the services. Itron will provide Customer with reasonable evidence of its increased 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 one (1) year for meter installations, and ninety (94) days for all other services covered under the Addendum, beginning from the completion date of the services. Unless otherwise expressly provided in the Statement of Work or Order Document expressly incorporated into the Agreement, as the sole and exclusive warranties offered by Itron in connection with this Addendum and, the Statement of Work, Itron warrants to Customer that: Confidential Information 7.1 Services. Services will be provided in a timely, professional, and workmanlike mariner in accordance with the Statement of Work and Order Documents, and with the result that all items will operate in accordance with the Specifications. 7,2 Itron Personnel. Itron persormmel will have the requisite experience, skills, knowledge, training and education to perform Services in a professional manner and in accordance with this Addendum and Statement of Work, 7.3 Remedies. As Itron's sole and exclusive liability and Customer's sole and exclusive remedy for any material noncompliance by Itron with the warranties provided under this Section, Itron shall correct the noncompliance within a reasonable period of time under the circumstances, if Customer gives Itron written notice (which notice must describe the noncompliance in sufficient detail to enable Itron to provide the required corrective action) within the applicable notice period. If Itron, in its reasonable discretion, is unable to correct the noncompliance, its sole obligation will be to refund to Customer the amount paid for the services. JE►►d of Adde►►duns] Confidential Information 2 ADDENDUM 4 TECHNOLOGY & SERVICES ADDENDUM — Software -as -a -Service -- 1. Scope. This Addendum sets forth the ternis and conditions for Itron's Software-as-a- Setvice. 2. Subscription Service. Software -as -a -Service is offered as a monthly or annual subscription service. Itron will begin invoicing Customer monthly as the services are performed, following validation of Software -as -a -Service implementation by Itron pursuant to the Statement of Work. Customer payment of the invoiced subscription fee is due within thirty (30) days of receipt of invoice. 3. Sizing. The subscription fee for Software -as -a -Service will be based oil System sizing Criteria as shown in -fable l of the Service Level Attaclunent. 4. 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 Itron regarding future ftinctionality or features. 5. Documentation Usage. 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 terns of this Agreement. Documentation will be made available to Customer by download. 6. Reservation of Proprietary Rights by Itron. Itron retains all right, title, and interest to and control, operation, and maintenance of all Itron Network: Equipment, hardware, infrastructure, servers, platfomms, and the like supporting its Software -as -a -Service. 7. Certain Restrictions on Customer and Conditions on Use of Services. 7.1. Restrictions. Customer shall not, except as provided in this Agreement: (a) remove or modify any program markings or any notice of Itron'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 Itron data inputs, Itron system data exports, Itron database schema, and Itron 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 itron; (d) disclose to a third party results of any services or program benchmark tests without Itron's prior written consent; and (d) license, sell, rent, Iease, transfer, assign, distribute, display, host, outsource, disclose, pennit timesharing or service bureau use, or otherwise 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 irifringing, libelous, or otherwise unlawful or tortious rnaterial,(f) use the Software -as -a -Service to store or transmit malicious code; (g) interfere Co►ji-dential Information 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; (i) combine the Software -as -a -Service with any application, software, hardware, equipment, product, or service, except as expressly authorized by Itron in advance, in writing; or 0) use the Software -as -a -Service in violation of third party privacy rights. 7.2. 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 pail 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 and user guide.and applicable laws and govenunent regulations Service Levels & Reporting. 8.1. Service Levels. Subject to Section 6.2 of the Service Level Attachment, Itron will provide the Software -as -a -Service to the Service Levels described in the Service Level Attachment to this Addendum. 8.2. Service Level Reporting. Itron will provide regular Service Level reports to Customer. 9, Location of Services. Unless othenvise agreed to in writing between Itron and Customer in advance, Itron will provide the So ftware-as-a-Sery ice hereunder from Itron locations within the United States. 10. Technical Support Services. Itron will make available technical representatives to 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 reconunendations to Customer for fully utilizing the Software -as -a -Service. Training and professional services are not within the scope of technical support services. 11. Training. Customer, by amendment to this agreement, may purchase training services for the Software -as -a -Service at Itron's then -current training rate. 12. 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, Confidential Information B. User Identifications and Passwords. Itron 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 in accordance with this Agreement. User 113s may not be shared or used by more than one user. 14. Use and Maintenance of Customer Data. 14.1. 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 used with and by the Software -as -a -Service. In addition, Customer shall at all times during the Software -as -a -Service terns 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 tenn. During the Software -as -a -Service term, Customer will notify Itron 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 Soft ware -as -a -Service. For the avoidance of doubt, this Subsection 14.1 does not relieve Itron of its obligations with respect to data security and Customer Data. 14.2 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. Itron 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. To the extent permitted by Texas law, Customer agrees to indemnify and hold harmless Itron for any third -party claim, loss or damage in connection with the Customer Data or Customer's breach of its obligations under this warranty. For the avoidance of doubt, this Subsection 14.2 does not relieve Itron of its obligations with respect to data security and Customer Data. 15. Security. With respect to Customer Data that Itron may have access to, transport, process, or use in providing Software -as -a -Service to Customer, Itron shall comply with Section b and Section 7 of the Agreement and maintain a formal security program during the Software -as -a - Service tenn in accordance with Itron 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 Itron personnel. It is Customer's obligation and responsibility to ensure that its use of Softwareas-a- Service complies with any and ail laws and regulations applicable to Customer, including without limitation, all such laws and regulations governing the privacy and security of Customer Data. For Confidential Information 3 the avoidance of doubt, this Section 15 does not relieve Itron of its obligations with respect to data security and Customer Data. 16. Suspension or Restriction of Service; Maintenance. 16.1. Service Suspension or Restriction. To protect the integrity and functionality of the Software -as -a -Service for the benefit of all Itron users and customers, Itron may temporarily 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 Itron to be in breach of any applicable law; or (ii) Itron reasonably determines that the Software -as -a -Service must be suspended in order for Itron 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 (10) 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 hanll 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, material hams caused by Customer's noncompliance with this Software -as -a -Service Addendum, 16.2. Planned Maintenance. Planned maintenance whenever reasonably practicable will be performed during off -business hours between 12:00 midnight to 6:00 a.m. CST, with as little 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. CST. 16.3. Minimum Disruption. If the Software-as-a-Smice is suspended or restricted as provided in Section 16.1, above, Itron will use reasonable efforts to ensure that there is minimum dismption to the Software -as -a -Service and shall use its best efforts to promptly reinstate it after the condition has been alleviated, provided that if Itron reasonably determines that such action was necessitated by Customer's breach, and such breach represents an uncureable, continuing and material risk to the integrity of the Software -as - a -Service, then Itron may, upon thirty (30) days notice to Customer with an opportunity to cure, permanently suspend or restrict all or part of the Software -as -a -Service. Without Iimiting theexclusions, remedies, or limitations of liability in the Agreement, Itron shall not be liable to Customer 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 Itron's right to suspend the Software -as -a -Service under this Section is without prejudice to any other remedy available to Itron under this Software -as - a -Service Addendum and the Agreement and does not constitute a waiver of Itron's right to terminate this Software -as -a -Service Addendum in accordance with the terns hereof. /Service Level Attachment Follows] Confidential Information 4 Service Level Attachment to Sofa►are-as-a-Service Addendum System Sizing Criteria. Sizing Criteria Design Value Itron Solution ❑penWay Riva Application(s) (name) System Endpoints (#) Not to exceed 250,000 Endpoints System Collectors (#) 54 System Repeaters or 4 Range Extenders (#) Residential Meter 12 Registers. 4 Channels configuration (#) C&I Meter Configuration (#) 12 Registers, S Channels Interval Data (#) 110,000 endpoints at 15 minute inten°als 90,000 endpoints at 60 minute intervals 0 endpoints at daily intervals 0 endpoints at monthly intervals I listorical Data (4) No to exceed 13 months for Production Web Portal Users (#) Not to exceed 20 End Users Sizing Criteria is a baseline assumption of the scope of Softivare-as-a-Service agreed to by Customer and Itron 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 Itron's then current price list. 2. Operations Monitoring. Tier One Operator is onsite at Data Center 24 by 7 monitoring production systems. Confidential Inforin ation 3. Application Upgrades and Hot Fixes. Application upgrades containing neuv features and functionality will be performed annually to the latest application general release. Application hot fixes will be performed at the discretion of Itron. Change control authorization will be required for all application upgrades and hot fixes. 4. KPI Reporting. KP1 reporting will be made available to the custorner 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 preN enti. e measures. 5. Application Availability Service Level. 5.1. Definition of Application Availability. "Application Availability" is a measure of the extent to which SofWare-as-a-Sun ice is operational, functional and usable. 5.2. Application Availability Performance Metric, Application Production Performance Level —� All applications for which Software-as-a-Sertiice is proxided 99.9110 (See Section 1, SI-steni .5i_rng Crilcrica). 5.3. Application Availability Performance Formula. Application Availability in the live production -lei el ctrn ironnient is measured daily. Application A` ailability equals the hours Itron's Soft4 are -as -a -Service platform is available divided by 24 hours. 5.4. ENclusions. 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 Itron in performing tasks to remedy any errors), outage time caused by good faith declarations of Force Majeure, in accordance A ith the terns ofthis Agreement, internet network delays or failures (including the restricted or denied access attributable to Customer's internet sen•ice provider), telecommunications or network delays or failures, computer failures that could not reasonably have been prevented by Itron, acts of vandalism (such as network intrusions and denial of service attacks), or unaN ailability of third party software or services. 6. Performance Ser-* ices Level Remedy. 6.1. Corrective Action. In the e,,ent that Itron fails to meet the Application Availability Service Level in any given month, Itron'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 Letel by the conclusion of the next measurement month. 6.2. Termination Option: Three Consecutive Failures. Subject to the remainder of Confidential Information 2 this Section 6.2, Itron shall meet the Application M ailability Service Level. In the event Itron does not meet the Application Availability Service Level for three consecutive months, Customer may terminate its Software -as -a -Service subscription upon seven (7) days' prior written notice to Itron without any liability whatsoever, with the exception of fees due hereunder for Software -as -a -Service rendered for periods Itron is in compliance with the Application Availability Service Level through the termination effective date, 7. Business Continuity. Business Continuity. All incidents requiring system recovery will be required to adhere to the incident handling and standard operating procedures. 7.1. On Site Recovery. Itron uses a fault tolerant architecture virtualized to providing high availability infrastructure maximizing system availability. Itron shall test or perform the following: 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 -rile for two weeks. Monthly backups are stored off site for 13 rmontlis. The system can be easily recovered from the back-up in an event of a failure. Backup are handled and exchanged using a defined procedure and agreement with a storage partner, Any storage partner sliall CXecute with Itron a non disclosure agreement at least as restrictive as is prodded in Section 6 and Section 7, of the MSA. A]I outdated data are carefully disposed of according to our defined standard operating procedures, 7.2. Off Site Recover}. Standard off site recovery is included with each production system made available to Customer. Itron has access to recovery sites with qualified infrastructure services, Customer Specific off -site recovery options are customized to meet recover point and recovery time objectives. Incident Recovery Performance Sen ice Level requirements are defined in the following table, Itron shall use best efforts to cornply with requirements of the below described Incident Recovery Perfornriance Service Levels. Business Continuity and Recovery^� Production Performance Recovery Requirements after Identification of the incident. On Site Recovery Tine for restore from on -site 4 hours back -tip On Site Recovery Time for backup restore from 12, hours Off -Site backup On Site Recovery Time for hardware failure � 12 hours Off -Site Recovery for Application Edon -critical to 72 hours (OpenWay Cisco) Customer business operations 15 business days (all others) Off -Site Recovery for Application Critical to 72 hours (OpenWay Cisco) Customer business operations TBD (fee -based option for all others) [End of'Service Level Attachment] Conj dential fnjf raaaatrota [End of Sofhvare-as-a-Service Addendum] Confidential Information ADDENDUM 5 TECHNOLOGY & SERVICES ADDENDUM — Managed Services — 1. Scope. This Addendum to the Agreement describes the Managed Services to be provided by Itron. Itron only offers Managed Service to supplement certain equipment purchased from or through Itron (such as smart meters and mesh network products) and only where such equipment is supported through a minimum of application and platform services made available by Itron for use by Customer as Software -as -a -Service. Software -as -a -Service terms and conditions are set forth in the Technology & Services Addendum for Software -as -a -Service. Software -as -a -Service is provided as an integral part of the Managed Services offering. 2. Subscription Services. Managed Services are offered as a monthly or annual subscription service. Managed Services and So ftware-as-a-Sery ice fees may be combined into a single subscription fee. Itron will begin invoicing Customer monthly in advance (to the extent permitted by law) as the services are performed following validation of Managed Services implementation by Itron. Customer payment of the invoiced subscription fee is due within thirty (30) days of receipt of invoice. 3. Attacbnjents to Managed Services Addendum. The following documents are attached to and made a pail of this Addendum: a) Managed Services Transaction Sun -unary ("Transaction Summary") b) In -Field Network as a Service Option 4. Managed Services Categories. Itron shall perform the following: 4.1. Data Collection. Remote data collection using Itron data collection platforms. 4.2. Data Delivery. Delivery of collected data in agreed -upon formats at agreed -upon intervals. 4.3. Incident Management. Incident notification and response under Service Levels as set forth in Section 11, below. 4.4. Backbaul Service Management. If identified in the Pricing Summary or in the Statement of Work: Management of cellular telecommunications backhaul services from equipment to Itron's data collection platform. 5. No Contingency on Future Releases. Customer acknowledges and agrees that the Managed Services — and in particular, the Software -as -a -Services component — is not contingent upon the delivery of any future functionality or features nor dependent on any oral or written public comments made by Itron regarding future functionality or features. b. Service Levels & Reporting. Itron shall peform the following: 6.1. Service Levels. Itron will use best efforts to provide Managed Services to the Service Levels as set forth in Section 11, below, Confidential Information 6.2. Service Level Reporting. Itron A ill provide monthly Service Lex cl reports to Customer. 7. User Identifications and Passwords. Itron 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 subscriptions and accounts. Customers shall maintain the confidentiality of all User IDs assigned to it, as :prodded in this Agreement.. User IDs cannot be shared or used by more than one user, may not be reassigned. and must be disabled for users that have ternzinated employment with Customer or otherwise changed job status or function and no Ionger have a need to use the Software-as-a-Sen ict. 8. Customer Responsibilities. Customer agrees to provide the functions identified as Customer functions, responsibilities, or ohligations as set forth in Sections 12 and I3, below. Customer may use subcontractors to perform any task required to be performed by Customer under this Agreement. In all events, Customer .zill be responsible for its subcontractors. 9. Read Rate Service Performance Service Level. Itron shall comply with Meter Read Rate Performance Metrics prescribed below: 9.1. Definition of Meter Read Rate Performance. Meter Read Rate Performance is a defined as the number of Available Meters from which register read and interval read consumption data has been collected over the measurement period, expressed as the total number of Available Meters per measurement period. The measurement period will be a rolling three day period. 9.2 Definition of Available Meter. Available Meter is defined in the SOW. A meter will be deemed not available and removed from the target read group when the following, criteria is met: a) The meter is has not communicated with Itron's data collection platform for three (3) consecutive days, and b) ltron has processed the meter through the tier two non -communication SOP and the communication cannot be resoled. 9.2. Meter Read Rate Performance Metric. Measurement Period Meter Read Rate Performance °o Required Production Service Level Itron's solution, as quoted, will deliver at least a 9810 one -day read rate and 9911fl over three days for available meters 9.3. Meter Read Rate Performance Formula. Three day Meter Read Rate Performance ° Q = (Number of Available Meters fro;n ,�Ahich register read and interval read consumption data has been collected over a rolling 3-day period) - (Total number of Available Meters in that same 3-day period). 10. File Delivery Performance Service Level. Itron shall comply with the File Delivery Performance nictries prescribed below. 10.1. Definitions. File Delivery Performance is a measure of Itron's - requirement to collect Meter Data (Remote Collection) and Meter Data (In -Field Collection) and deliver Confidential Information that data in agreed upon formats at agreed -upon intervals. Specifically, File Delitety Performance means the number of days in the measurement month that Itron exports the collected data from Available Meters to Customer's upstream systems in the agreed upon formats at agreedupon frequencies and timies, as a percentage of the total number of days in the measurement month. 10.2. File Delivery Performance Nletric. Required Production Service Level File Delivery Performance ° 0 99" a 10.3. File Delivery Performance Formula. File Delivery Performance o a = (number of hours in the measurement month less the cumulative number of hours that the Itron exports is delayed in the month as defined in Section 10.2) - (total number of hours in the measurement month). No daily delay of an export file earl be more than 24 hours. 11. Incident Response Performance Service Levels. 11.1. Basic Definitions. 11.1.1. Issue Response Times are measures of ability to meet time commitments as specified in this section for all operational activities. 11.1.2. Normal inquiries are defined as calls to understand basic functionality of the system or services Gz hen the system is operational or when there is a question about a process. 11.1.3. Exception inquiries are defined as calls to report a non-functional component of the, system, either hardware or software. 11.1.4. Tier I recognition is the first phase of response with the expectation that 85°0 of inquiries will be resolved. 11.1.5. Tier 2 recognition is the second phase of response when tier 1 response is unable to resole e the inquiry. FulI 1001 a resolution is required from tills tier. 11.2. Issue Severity Level Definition and Examples. 11.2.1. "Severity Level L" Critical Business Impact System Down: Au issue for which there is no work -around, which causes the Product . Software Applications or a critical business function process of the Itron system to be unavailable. System use and operation cannot continue. 1. Severity 1 issue levels must be reported by phone to initiate the Severity 1 response process. Service Requests initiated by email or web interface are logged as a Severity 3 until re,,iewed by Itron Technical Support Services and validated as a higher priority. 11.2.2. "Severity Level 2." Moderate Business Impact De&Taded Operation: An issue other than a Severity Level 1 issue, for which there is no work -around, which limits access or use of the software or a business function, causing the system to miss required business interface or deadlines. The system remains available for operations but in a restricted fashion. Confidential Information 2. Severity 2 issue levels must be reported by phone to initiate the Severity 2 response process. Service Requests initiated by email or web interface are logged as a Severity 3 until reviewed by Itron Technical Support Services and validated as a higher priority. 11.2.3. "Severity Level 3." Minor Business Impact 1 Compromised Operation: An issue other than a Severity Level 1 or Severity Level 2 Error that has an inconvenient use of or access 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). 11.2.4. Normal Inquiry. A request for information that is not issue related. This category includes requests for future feature/functionality and information about the Managed Services platform and applications that may not be included in the current configuration available to Customer. 11.3. Issue Response Performance Service Levels. Itron shall meet the following recognition, notification, and escalation targets. Targets Severity Tier] Recognition Customer Aotification T2 Escalation 1 30 minutes Immediately on One hour recognition 2 8 hours Mier eight (8) business 17 business hours (8-5) hours being unresolved 3 24 hours (At next daily Within three (3) business As required report or check) days Normal 24-48 hours for NA NA Inquiry acknowledgement of inquiry 11.4. Incident Notification. Itron will promptly notify Customer of all Severity 3 incidents, promptly alert Customer of all medium and above security issues, and allow Customer access to the Itron's network management system issue log. 11.5. Incident Contacts. Customer and Itron will designate primary points for communications during Severity Level 1 and Severity Level 2 Incidents. 12. Solution Operational Tasks and Deliverables. 12.1. Daily Operations. Although Itron is responsible for providing Managed Services, daily operations, meter data collection activities, delivery of daily data export tiles, and event exception notification require that activities be performed by both Itron and Customer to ensure effective delivery of Managed Services. The table below lists the respective responsibilities of Customer and Itron for such daily activities. P=Primary responsibility S=Support responsibility Confiden fiat Information 4 Description of Service or Deliverable ltron Customer Create, monitor, and manage interrogation schedules P Ensure any input files are received and processed and output files P are delivered to Customer by posting to a SFTP folder where it can be retrieved by the Customer as needed. Manage files on the SFTP server where any export files are P S delivered, If the SFTP server is Itron's, files should be downloaded nightly and files that have been successfully downloaded and processed are to be removed from the SFTP location within 7 days. Perform read rate monitoring and reporting. P Perform remote investigation of non-cornnunicating electricity P S meters and coordinate field order with Customer as needed. Perforni scheduling of meter interrogations including file delivery P and delivery of Data Collection Platform standard reports. After installation phase, notify Itron in advance when additional P Dieters are planned to be installed. Perforni Meter field maintenance; close work orders with Itron Perform Meter repair, replacement as required after expiration of p warranties, or relocation Perform RMA. Processing, Tracking and Performance reporting. P 5 for Meters Adnunistration of the Managed Services platform applications to P Service Levels L 12.2. Environment Management Tasks. In addition to the daily operational tasks identified above, Customer- and Itron have responsibility for monitoring and managing the operating envirorunent of the Managed Services platform and applications. The table below lists the respective responsibilities of Customer and Itron for such activities, P=Primary responsibility S=Support responsibility Description of Service or Deliverable Itron Customer Submit user access requests for new users and deletion p notifications for users no longer involved with the managed system. Provide immediate notification in the event of an employee P tennination for those with access to the managed system. Maintain skill sets necessary to properly support the require P Managed Services platform technologies Maintain skill sets necessary to properly support the required P Managed Services platform Field operations Confidential idenrial Information 5 Administer and monitor servers including but not limited to P utilization of CPU, memory, IOPs, and disk space Manage and troubleshoot the secure network infrastructure p components and processes (if applicable) Administer associated Linux, Unix, and Windows operating p systems Apply Operating System and other 3rd party security patches and P critical updates as appropriate Update security appliances (if applicable) with new meter related P security files Maintain and troubleshoot third party software issues required for P Managed Services platform operations, work with third party to troubleshoot as required Maintain anti -virus on all windows based servers P Perform the initial Network Devices configuration P Monitor meter communications and support metering and P communications troubleshooting activities for the Managed Services platform Support solution upgrade activities P Maintain and administer the Managed Services platform server P databases Establish and manage the wireless backhaul contracts and accounts P if applicable Support Customer's technical operations department to handle P Network Devices field exceptions Manage system interfaces; work with Itron when problems are P identified Provide and maintain a Secure FTP. P Perform regular system, database, and custom component backups P in accordance with selected service level. Develop and Maintain related Standard Operating Procedures P Apply Hot Fix updates as necessary and perform annual Managed P Services platform upgrades with latest Managed Services platform software application general releases. Manage meter fin-nware revisions, including coordination and P scheduling of firmware downloads as necessary Monitor meter communications reporting, and troubleshoot P Managed Services platform issues as necessary Confidential Information Manage meter manufacturing and security Files for all necessary P solution components, troubleshoot and coordinate with manufacturing as needed Develop, maintain and utilize system operations clock, standard P operations procedures, and daily checklists for Itron operators and administrators. 13. Baseline Assumptions. The scope of Managed Services to be provided by Itron for the Dees identified in the Pricing Summary are predicated on following baseline assumptions. 1. Managed Services is offered as a monthly or aruivaI subscription service. The subscription fee will be charged on the number of provisioned meters or endpoints. A minimum subscription fee may apply to the extent noted in the Pricing Summary. 2. Annual Adjustment Fee as specified in the Pricing Summary 3. Exit Fee as specified in the Pricing Summary 4. The System Sizing Criteria (identified in the Software -as -a -Service Addendum). 5. Any changes to the Agreement will be made by a Change Order or Amendment , duly authorized and executed by both Itron and Customer. G. The specific Itron personnel who will be assigned to this project may change subject to availability and Itron reserves the right to make resource changes as needed. Itron will comnnunicate any staffing changes and take steps to ensure continuity on the project. Customer has the right to accept or reject the change in a reasonable time. 7. Itron and Customer will provide qualified personnel to staff the project to ensure project successand Itron will use reasonable efforts to maintain the continuity of personnel assigned. Itron and Customer will provide dedicated project team members and management resources to ensure timely completion of work, reviews & approvals as agreed upon in the project plan I schedule. S. Work under this Agreement will be performed remotely From the Itron's facilities, unless Customer and Itron agree that a project related activity would be best performed at the Customer's facility. Should additional on -site work be required, the changes will be made by Amendment, duly authorized and executed by both Itron and Customer. 9. No new custom Access Point Name (APN) or Virtual Private Network (VPN) will be required for this project. Customer will use an available Itron owned cellular communication connection. 10. Customer will have responsibility troubleshooting its own IT network, including firewall settings or modifications as needed. 11. Itron's Managed Services platform will be located in a secure, managed services environment. 12. Itron does not guarantee public carrier cellular coverage will be available in all locations across Customer's service territory. Confidentiallnjf rniation 7 13, After installation phase, Customer will be responsible for meter deployment, troubleshooting, and mitigation, except as may be provided otherwise in tl-us Agreement, 14. No custom code or custom modifications to care offering is included in this scope of services. 15. Integration with Customer's Enterprise Service Bus (ESB) is out of scope for this scope of work. 16, Any incremental support to Customer's 3rd party solution providers for testing and support for consuming the Itron-provided standard AMI Data Export, will be offered on a Time and Materials basis as prescribed in the Pricing Summary. Confidential Information 14. Supplemental Security Terms. 14.1. Representation. Itron represents that it has implemented and maintains physical, information, and network security policies and procedures that rneet or exceed industry standards. 14.2. ISO 27001. Upon Customer's written request, Itron will provide an ISO 27001 statement to Customer. 14.3. Separation of Data. Itron shall maintain Customer's Data in accordance with the Agreement and such that other Itron customers and clients do not have access to such data. 14.4. Data Location. Unless otherwise expressly authorized in writing By Customer, all Itron-awned or --controlled data centers, servers, and backup data storage locations used to perform Managed Services for Customer will be located in the United States of America. 14.5. Itron Connections. Itron's connection(s) to Customer network will be used by Itron only for the purposes of providing Managed Services. Any other use of such connections by Itron are explicitly prohibited. 15. Backhaul Services Management. To the extent the service is purchased by Customer, Itron will contract with a cellular telecommunications provider for Backhaul frorn meters in Customer's Network to Itron's data collection platforms. Itron will work with the cellular telecommunications back -haul service provider to manage the provisioning and disconnection of meters by the service provider intolfrom its cellular telecommunications network. Itron will manage all cellular telecommunications Backhaul issues with the service provider. 16. Business Continuity. The business continuity provisions of the Software -as -a -Service Addendum apply equally to Managed Services, Addendum S.[Suppleniental Transaction Srrnisau y for Managed Services Follows) Confidential Information 9 Customer: MANAGED SERVICES TRANSACTION SUMMARY SPECIFIC TO MANAGED SERVICES ADDENDUAl Services by Equipment Model. Equipment Model Service to be Provided Itron Equipment Exception Management Remote Network Diagnosis & Resolution Remote Endpoint Diagnosis 8: Resolution (Diagnosis ord ) In -Field Maintenance Data Collection Read Rate SLA File Delivery SLA Type of Data Collected Identify: register and 60 nun interval File Format Identify ",11, File Delivery Frequency Identif : Once per day File Delivery Time of Day Identify: 6 AM Other: Identify: Confidential Information Equipment Model Service to be Provided ltron Equipment Exception Management Remote Network Diagnosis & Resolution Remote Endpoint Diagnosis & Resolution (Diagnosis only) iii-Field Maintenance Data Collection Read Rate SLA _ File Delivery SLA Type of Data Collected Identify:f . File Fonnat Identify: File Delivery Frequency Identify: Once per day File Delivery Time of Day Identity : Other: Identify: Confidential Information 2. Software-as-a-Ser%ice Applications. Application to be ProN ided Application Tape Electric Sector A,2plications QpenWay ® Meter Data Collection: applicable to AMI meters Itron Enterprise Edition MDM ❑ Meter Data Management: administration and timely routing* of data Analytics ❑ Meter Data Analytics: algarittuns For analysis of data collected or generated Fired Network Itron Security Manager ® ® Meter Data Collection: applicable to AMI meters Advanced security for two way communication to Meter Field Deployment Manager ® Meter installation and inventory Field Collection System ❑ Meter Data Collection: applicable to RM A meters , Water Sector Applications Itron Enterprise Edition MDM ❑ Meter Data Management: administration and timely routing of data Analytics ❑ Meter Data Analytics: algorithms for analysis of data collected or generated Fixed Network Itron Security Manager ® ® Meter Data Collection: applicable to AMI meters Advanced security for two way communication to Meter Field Deployment Manager ® Meter installation and inventory 9 Field Collection System ❑ Meter Data Collection: applicable to RMA meters Gas Sector A2phcatioris Itron Enterprise Edition MDM ❑ Meter :Data Management: administration and timely routing of data Analytics Fixed Network ❑ ❑ Meter Data Analytics: algorithms for analysis or data collected or generated Meter Data Collection: applicable to AMI meters Itron Security Manager Field Deployment Manager ❑ Cl Advanced security for two way communication to Meter Meter installation and inventory Field Collection System ❑ Meter Data Collection: applicable to RMA meters JEnd nf'Tralisaction Summan, Docirmentl Confidential Information IN -FIELD NETWORK DEVICE MAINTENANCE OPTION 1. .Scope. This In -Field Network Device Maintenance is included and provided as part of the Agreement. Itron will perform field investigations and replacement ("device exception management") for the deployed field network devices identified in Managed Services Transaction Summary. 2. Resolution Performance Metric. Itron shall provide the following sen•ice levels for Network Repair Services; I Activity I Target Production Service Level Place field work order for non -communicating Network j Twenty four (24) hours Device f Resolve non -communicating network device where unique Three (3) Business days. meter exists Resolve non -communicating network device where no Eight (8) Business days. unique meters exists In the event of Force Majeure or more than four percent of concurrent rietwork device failure not caused by Itron's breach, Itron field services department may require additional response time. In this situation, Itron will provide detailed communication to Customer with the failure infonnation, what network devices are being impacted and a plan to address the failed network devices in a timely manner in accordance with the terns of this Agreement. Itron will work with Customer on the prioritization order of addressing the failed network devices. 3. Roles & Responsibilities for In -Field Network Deice Maintenance. In addition to the environment management tasks identified in the Managed Services Addendum, Customer and Itron have responsibility for field operations and management of the network devices. The table below lists the respective responsibilities of Customer and Itron to ensure the reliable operation and maintenance of the network devices. P=Primary responsibility S=Support responsibility Description of Service or Deliverable Itron Customer Perforn Network Device Repair, Replacement, or relocation as necessary. P Perform endpoint Repair, Replacement, or relocation as necessary. P Manage Customer owned stock of Network Device for field replacement purposes. This excludes the cost of equipment for Repairs of Damaged beyond repair Devices. P Close work orders and report Network Device status as defined in SOP. P Confidential Information Close work orders and report Endpoint status as defined in SOP, P Perform RMA, Processing, Tracking and Perfonnance Reporting for Network Device. P Manage Customer owned stock of Endpoints for field replacement purposes. Stock will be maintained at Customer facility. P Perform RMA, Processing, Tracking and Performance Reporting for Endpoint. P Manage Network Device work orders for investigation through completion. P Manage endpoint work orders for investigation through completion. P Perform field maintenance on Network Device including Network Device battery changes for contract terms longer than 5 years. P Perforni field maintenance on Endpoint, P [End of In Field Aletivork Device Maintenance Option Document] Confidential Information Statement of Work ITROH OPENWAY RIVA AMI SYSTEM IMPLEMENTATION Lubbock Power & Light 1 City of Lubbock SOW Point of Contact: James Koenig ITRCIIIAccount Executive: Larry Kratochwill Date: May 23, 2018 Hren f ROP! Solution delivery A. About this Document................................................................................................................. ........................3 B. Project Overview...................................................................................................................................................4 C. Project Planning....................................................................................................................................................7 D. Project Deliverables............................................................................................................................................11 E. System Testing........................................................................ ...23 F. Acceptance..........................................................................................................................................................25 C. Meter and System Acceptance Criteria.............................................................................................................27 H. Project Completion..............................................................................................................................................30 I. Change Control...................................................................................................................................................31 J. Training Course Descriptions ..................... K. Project Control Manual.......................................................................................................................................35 L. Initial Contractor List...........................................................................................................................................36 M. Defnitions............................................................................................................................................................37 Statement of Work Confidential Page 2 o€ 38 I f RON solution Delivery This Statement of Work ("SOW") defines the activities {"SERVICES") to be performed by ITRON, Inc. and authorized ITRON subcontractors (collectively UTROY') for the Lubbock Power & Light and the City of Lubbock {collectively "CUSTOMER"j OpenWay Riva AMI Project ("PROJECT'). This document, along with other contract documents comprising the AGREEMENT, describes the agreed upon scope, services to be provided, deliverables, assumptions, responsibilities, timeline and completion criteria. Any updates to this SOW shall only be considered as documented through the Change Control Process (see Section 1) throughout the duration of the PROJECT. These SERVICES shall be governed by the following contract documents (collectively, the "AGREEMENT") and their related terns and conditions, as executed between CUSTOMER and ITRON Inc.: 1. Master Sales Agreement, including Exhihit "A" and its Addendums 1 through 5: a. Technology & Services Addendums Attachments to Statement of Work a. Attachment I - Pricing Summary b. Attachment 2 - ITRON Response No work will commence until the AGREEMENT has been duly executed. 51Itement of l+ d( I TRON Solu!ron Delivery B.1. Project Summary The CUSTOMER and ITRON will implement the QpenWay Riva Advanced Metering System ("SYSTEM'), in accordance with the terms and conditions provided in the AGREEMENT. The SYSTEM has extensive capabilities with the PROJECT focused on implementing the standard meter data requirements as described in the AGREEMENT. The scheduled duration for the PROJECT will be comprised of two parts. The first part "INITIAL, INSTALLATION' shall be completed in a six (6) month period, to include back office software implementation, installation of the mesh network, installation of one (1) star network device (CGR), installation of-500 electric Meters and --500 water Endpoints, and will include a one (1) month Solution Validation period to demonstrate end -to -end functionality. The INITIAL ISTALLATION phase will conclude with a System Acceptance Test signoff. The second part "FIELD INSTALLATION" is planned to be completed in a twelve (12) month timefi-me, to include installing-104,604 Electric Meters, and at the sole option of the CUSTOMER, -39,927 Water Meters with Endpoints and retrofitting -45,970 existing Water Meters with new Registers and Endpoints. Upon receiving Final Acceptance from the CUSTOMER, the PROJECT will conclude as defined in this SOW, For clarity, -500 water endponts are included as part of the INITIAL INSTALLATION. For the FIELD INSTALLATION, water is an option that is executable by CUSTOMER at any point during the PROJECT up until Final Acceptance. Any references in this AGREEMENT to water installations during the FIELD INSTALLATION shall be deemed optional by the CUSTOMER unless otherwise stated. The PROJECT will follow fTRON's standard project methodology with the detailed project schedule incorporating the above -prescribed timing requirements, being outlined in the Project Plan published upon the inception of the PROJECT. The SYSTEM will consist of the following software and hardware: Software Applications (Hosted by ITRON) o QpenWay Operations Center (OWOC) ■ Collection Manager ■ 3 environments; PROD, Dev/Test, Disaster Recovery (DR) a Itron Security Manager (ISM) a Cisco IDT Field Network Director (FND) o Itron Field Deployment Manager (FDM) Hardware a Connected Grid Routers (CGR) a Range Extenders (where applicable) 5raternent of Mrk ConFdeitai Page 4 of 38 Mron o OpenWay Riga CENTRONTM Electric Meters o OpenWay Riga 50OW Water Endpoints o MasterMeter Water Meters o OpenWay RivaThrough the Lid Mounting Kits o OpenWay Riva Through the Lid Remote Antennas The PROJECT will provide the following services ITRON Sduuon Dehveq o Project management o Installation and configuration of software in SaaS environment o Support integrating Itron software applications with Banner CIS and New CIS Solution using the CIS vendor's standard integration adapter o Network Design and installation o System training o Installation of--104,604 OpenWay Riva Electric Meters o Installation of-39,927 new MasterMeter Water Meters with OpenWay Riva 50OW Endpoints using Through the Lid mounting kits at the sole option of the CUSTOMER. o Retrofit-45,970 existing water Meters with new Registers and OpenWay Riva 50OW Endpoints using Through the Lid mounting kits at the sole option of the CUSTOMER. G Installation of ITRON provided field area router "CGR"s and Range Extenders per Network Design ❑ Replacement of Water Meter pit lids with RF-friendly, black polymer traffic -rated pit lids as needed. If— B.2 Project Dements IIRON SiDIUIron DO very The following is a general summary of the key elements of the PROJECT: 1, Install and configure Software Applications to include three (3) SaaS environments (Production, Test/development and Disaster Recovery) to meet the requirements of the SPECIFICATIONS as defined in the MSA. 2. Implement the SYSTEM to meet performance metrics outlined in section D.2 Technical & Design Assumptions of this document using CUSTOMER provided location data. 3. Install Network hardware as defined in the Initial Network Design dated 03!12r2018 and updated according to the ITRON site surveys which will be performed after PROJECT startup. 4_ Conduct a 1-month Solution Validation step consisting of —500 installed OpenWay Riva Electric Meters and —500 installed OpenWay Riva 500W Water Endpoints. 5, Install—104,604 OpenWay Riva CENTRONTM Electric Meters per locations provided by CUSTOMER. 6. Optional installation of —39,927 MasterMeter Water Meters with OpenWay Riva 500W Water Endpoints. 7. Optional retrofit of —45,970 existing water Meters with OpenWay Riva 500W Endpoints 8. Optional replacement of Water Meter pit lids with RF-friendly, black polymer traffic -rated pit lids as needed. 9. Provide a daily reads export file of Meter register data for Available Endpoints. 10, Provide support to integrate CUSTOMER's new CIS/MDM ("New CIS Solution") at a time when the CIS project is ready for the integration using the CIS vendor's standard integration adapter to the Itron system and prior to the completion of the PROJECT. 11. Provide training as outlined in Training Course Description in Section J. 12. Perform System Testing in accordance with the System Testing in Section E. 13. Transition CUSTOMER to ITRON Global Support Services, which is a department of ITRON. «,o,. C.1. General Project Planning The following will be utilized to create this Proiect Scope and Proiect Plan documents. 1 The ITRON Project Manager assigned has primary responsibility for of all ITRON resources, ITRON Deliverables, and the Project Plan. ITRON shall perform, in a period of 6 months from the Effective Date, back office implementation, Network site installations, and Solution Validation as set forth in Section E.1 Test Strategy, which consists of —500 Electric Meter and —500 Water Endpoint installations. Installation of the network, Meters and Endpoints is the responsibility of ITRON. The Solution Validation will be followed by the installation of electric Meters, and optionally, the water Meters, and water Endpoints within the following time periods: 12 months from the conclusion of the Solution Validation for installations for Electric Meters. • 12-months from the conclusion of the Solution Validation for installations for Water Meters, Water Endpoint installations and pit lid replacements at the 2• option of CUSTOMER The timing of the execution of the optional Water Installation could impact the overall timeline of the project. The professional service fees indicated in the Pricing Summary will be valid through Final Acceptance Test (FAT) of the electric installation. The water workplan, including installation of remaining star network CGRs, will be mutually agreed upon at the time of water installation notification to proceed. 3 CUSTOMER electric and water personnel will be involved in INITIAL INSTALLATIfDN activities. Initial workshops will be conducted to detail specific PROJECT plan activities, resource assignments, integration, communications, training and installation planning needs. 4. PROJECT details from the workshops will be documented in the Project Control Manual (ref. Section K.) Network installation locations identified for CGRs will be confirmed prior to conducting site surveys. ITRON will install Electric Meters, and if applicable, Water Meters and Water S Endpoints on existing premises. All premises where a Meter and/or Endpoint is installed will be inspected prior to, during and after installation to insure that the location capable of Meter installation and for any indications of Meter tampering and theft. ITRON will identify and be responsible for any 3rd party contractors/consultants 5 contracted by ITRON for the PROJECT. CUSTOMER will review additional contractors/consultants not included in the initial list of contractors provided in Section L. 7. All PROJECT resources will use ITRON methodologies, tools and templates. --.._.:_ -} of Wirk Confiderihal Pace 7 of 's- If'.. I FROM 5ofutian Delivery ITRON will utilize both on -site and remote resources to meet deliverable requirements, with 8. the majority of the ITRON work to be performed remotely, excluding workshops and training activities. Scope changes to this SOW, as mutually agreed to by CUSTOMER and ITRON, will 9, be facilitated through the Change Control Process, listed in Section I, and accepted by the execution of a Change Order. ITRON will provide, and CUSTOMER will exercise best efforts to provide, suitably trained and skilled resources to support the PROJECT effort and timeline provided in 10. the Agreement. CUSTOMER's Technical and Business resources shall be fully familiar with their present IT and Business Operations as it relates to the PROJECT components. AMI-specific training for CUSTOMER staff will be provided during the course of the PROJECT b ITRON. Except as may be provided otherwise in the Agreement, CUSTOMER and ITRON will provide the SERVICES under this document during normal business hours, 8:00 AM 11. to 5:00 PM CST time Monday through Friday, except travel time and holidays. If necessary, CUSTOMER will provide after-hours access to CUSTOMER facilities to ITRON personnel. 12. CUSTOMER is responsible for any charges incurred for legacy, Yd party, and/or upstream system modifications (i.e., CIS modifications). 13. CUSTOMER is responsible for developing standard operating procedures (SOP)s. CUSTOMER will provide furnished project facilities and secure parking for work 14. performed and meetings conducted in CUSTOMER's corporate offices. Office space and parking for ITRON staff, administration and fleet vehicles will be provided by ITRON at ITRON's installation warehouse. 15. The quantities specified in the Pricing Summary are expected to be within 5% of the total CUSTOMER order quantities for the project. CUSTOMER will work with ITRON sales to order equipment as specified. ITRON 16. recommends 0.2-0.3% sparing level for Openway Riva Electric Meters and 5-7% for Network Devices and 0.2-0.3% for Open a - Riva Water modules. Systems integration support, targeted at 60 hours, will be provided for CUSTOMER's Banner CIS for business operation and billing purposes. Additional integration support, 17. targeted at 32 hours, will be provided for CUSTOMER's New CIS Solution implementation using the CIS vendor's standard integration adapter if ITRON support is provided prior to PROJECT completion. Unm C.2 Technical and Design Requirements Itron shall provide, and otherwise comply with, the following: l f ROM Solutron Delrwey 1. Performance of installed and Accepted Meters and Endpoints will be validated during the Solution Validation and for the Final Acceptance Test. To meet the acceptance criteria, the Network shall achieve a 98.0% daily read rate, a 99.0% three-day read rate and 98.0% daily interval read rate for Available OpenWay Riva Electric Meters and Water Endpoints. 2. CGRs will be installed by ITRON in accordance with the installation manual and at locations and elevations specified in the Network Design document as set forth in the PCM. 3. Electric Meters and water Endpoints will be installed in existing locations. Existing Water Meter pits with Composite lids may require drilling for the installation of Through the Lid Mounting Kits. Composite lid shall mean any lid that is not metal, cast iron, or solid concrete. 4. Water Endpoints will be installed with Through the Lid Mounting Kits. In situations where Through the Lid Mounting Kits are not possible (i.e., large vaults) or RF reception is weak, a Through the Lid Remote Antenna may be required. CUSTOMER will purchase Through the Lid Remote Antennas as necessary, up to 2% of the water installations, with ITRON providing any additional antennas. 5. The Network Design is based on CUSTOMER -provided Meter and Endpoint GIS coordinates listed in the file Attachment 3 - `Lubbock Service Listing 01-17-2018.ZIP' "METER LOCATION". If the actual Meter or Endpoint locations are greater than 75 feet from provided coordinates, additional network design may be required and will be addressed through the Change Control Process. 6. The Network will use the ACT self -healing mesh features in the service territory that has both electric and water services. In this territory, the network design provides multiple redundant paths for a connectivity. As designed, the redundancy paths are expected to provide 3X redundancy for 85% of the electric and water leaf -node Endpoints and 2X redundancy for 90% of mesh electric Meter and water leaf -node Endpoints. The Network will operate in a Star configuration in the water -only service territories. As designed for the water -only areas, 90% of the Endpoints are expected to achieve 2X redundancy with 20% of the water Endpoints to have 3X redundancy. 7. Unanticipated obstructions or other issues identified during site surveys or installation that may impact RF performance will require a re-evaluation of the network design. The cost of additional CGR 1 Range Extender hardware to achieve SLA's are ITRON's responsibility. CUSTOMER is responsible for all facility acquisition fees including, but not limited to, Joint Use Agreements, site make-ready costs and licensing and permitting requirements. 8. The Initial Network Design does not account for unexpected RF interference from other devices. If RF interference is detected, a change in location, device type or additional CGRIRange Extender hardware, which shall be ITRON's responsibility, may be required to achieve performance SLA levels. CUSTOMER is responsible for all facility acquisition fees including but not limited to Joint Use Agreements, site make-ready costs and licensing and permitting requirements. ITRON SoVion Delivery 9. The Initial Network Design identifies 54 CGR network device sites and 4 Range Extenders to be installed on utility -owned assets. If any Joint Use Agreement (JUA) or other 3rd party agreements are required for network installations, site permissions are the responsibility of the CUSTOMER prior to network site installations. 10. The Initial Network Design model covers 190,692 of the 191,194 provided Endpoint locations. The 502 Endpoints not covered in the Initial Network Design model will be reviewed and mitigated during the PROJECT by ITRON. In the event the actual location of the meter is (a) not as specified in the METER LOCATION, or (b) is not able to be successfully geocoded or (c) is not listed or identified in the METER LOCATION (i.e. new services), then ITRON will work with CUSTOMER to identify a mitigation approach that is to be mutually agreed upon for these specific Meters and/or Endpoints. If requested by the CUSTOMER, ITRON will make all commercially reasonable effort to mitigate these locations at the CUSTOMER"s expense using the Change Order Process. 11. OpenWay Riva Electric Meters and Water Endpoints will be installed by ITRON in accordance with the Meter installation guide and the network design document 12. CUSTOMER is responsible for the CUSTOMER data quality provided to ITRON applications. 13. CUSTOMER will complete requests for changes to configuration (opening firewall ports, Windows OS, etc...) within specified timeline. 14, No customization of software provided by ITRON shall be made by CUSTOMER unless otherwise stated in this SOW, or authorized by ITRON. For example, UI changes, reports, extracts, interfaces, etc. IFRON SoIu[ro� Dehvery To meet the key elements defined in Section C.2, ITRON deliverables are shown below with the schedule of each Deliverable being included in the Project Plan. W. I1RON Delhmrables - Gerteral # Deliverable 1 Project kickoff meeting to provide a SYSTEM overview and review the PROJECT scope, budget and Project Plan. ?. Project tracking and managing the Project Plan and Deliverables. Provide one production instance, one test/development instance and one disaster 3 recovery instance with a RPO (Recovery Point Objective) of 48 hours or less, in hosted environments. Refer to SaaS addendum, Addendum 4, for service level commitments. Provide 60 hours of consulting support for initial AMI integration activities with CUSTOMER's Banner CIS, consisting of integration assessment, design support, 4' build support, testing support and go -live support, AMI integration will utilize ITRON's MDI file format. Future integration support of approximately 32 hours will be provided for CUSTOMER's New CIS System implementation using the CIS vendor's standard integration adapter. Provide 80 hours of testing support for the AMI MDI and FDM interface files with CUSTOMER systems. Daily MDI file updates are required to synchronize the 5. Customer Information Systems (CIS) to ITRON Software Applications. CUSTOMER will post MDI files daily to the ITRON SFTP site. Testing to be targeted for a 1 month duration to maintain PROJECT schedule. 5 Make available a SFTP (Secure File Transfer Protocol) site to the CUSTOMER to share data files. 7. Provide the _initial Network Design to CUSTOMER. 8 Complete network site surveys to validate cellular coverage and placement of the Network Devices as indicated in the Initial Network Design. Complete the Network Design with updates made by ITRON after the site surveys 9. are completed. Upon project completion, provide an updated Network As -built changes made during the PROJECT. to. Install CGRs, OpenWay Riva Electric Meters and as applicable OpenWay 50OW Water Endpoints in accordance to Network Design and ITRON installation manuals. 11, Provide training as described in Section J for ITRON applications, CGR, Meter and Endpoint installations, and field and backoffice mitigation. Complete PROJECT documentation and formally transition CUSTOMER to ITRON 12. Global Support Services, which is a department of ITRON, in a scheduled transition meeting. Statement of rr vk N,..., 13 ITRON shall establish and maintain the Project Control Manual (PCM) as decribed in Section K. D.2 rMN Deliverables —Initial Installation Installation of the initial —500 Electric Meters and —500 Water Endpoints will be done while the Network is being deployed after the Project Plan is approved. Installation of these devices will be conducted by ITRON as described below: # Deliverable I ITRON will provide suitably trained skilled and, where required, certified resources to erfarm electric and water installations. Any additions or changes to resources, requested by CUSTOMER including 3rd party 2. contractors/consultants, may impact this SOW and require agreement through a Change Order process. OpenWay Riva Electric Meters and Water Endpoints will be installed in accordance with 3. the Endpoint installation guide and the Network Design document.and the PCM. No water Meters will be exchan ed during this Initial Installation effort. ITRON and its subcontractors shall not enter a residence without the permission of the 4 owner, tenant, or authorized representative, and the presence of a CUSTOMER supervisor who accompanies the ITRON FSR. Nor shall ITRON or its subcontractors enter a residence without an adult present 1 S years or older Should ITRON or its subcontractor FSRs encounter a safety issue or an access issue, an ITRON field supervisor will validate the condition prior to returning the work order to 5. the CUSTOMER. ITRON will provide comments and, when possible, a digital image that describes what the issue is and the suggested action required by the CUSTOMER to resolve it. ITRON shall track all data relavent to the installation including: date, time, location, 6. condition, specifics for that installation. Specific requirements to be defined in workshops held at the beginning of the project. As needed, ITRON will provide for drilling holes in existing castiron or concrete water 7. pit lids at CUSTOMERS expense as indicated in Pricing Summary for the purpose of installing Through the Lid Mounting Kits. RF-friendly pit lids will be used to replace damaged cast iron and/or concrete pit lids. S As needed, ITRON will provide for drilling holes at ITRON's expense in existing Composite water pit lids for the purpose of installing Through the Lid mounting kits, For any installation not completed and Returned to Utility (RTU), additional data shall g include the reason code, reason description and additional photograph(s) of the condition that caused the RTU. Specific procedures and criteria for identifying RTUs will be de. -n-ed in workshops .held at the beginning of the project. Digital images will be taken of all installations, before, during, and after the work, to document pre-existing site conditions and as -installed condition. 10. The following pictures will be collected for each installation a. Site before ITRON 5oluiior Delrvery b. Meter up close before c. Meter socket / pit d. Meter up close after e. Site after The digital images will have an accurate date and time stamp and be stored as a data element of the work order. Access to these digital images will be available to the CUSTOMER. Field validation rules against old Meter readings will be used during the installation process. Old readings falling outside the high / low parameters will require reentry and 11. validation by the ITRON FSR. Additionally, a digital image will be captured for completed work orders failing validation. In all cases, the ITRON FSR will record the found reading on the work order. ITRON will be responsible for removing dirt needed to access a Meter in a Meter vault or pit. If an excessive level of dirt is found, meaning that the water pit lid is not visible 12. and/or 6 inches or more of soil must be removed to gain access to the pit and/or roots must be removed to access the meter, an additional fee will be charged as described in the Pricing Summary. Electrical or plumbing issues identified on site will be addressed with ITRON and the CUSTOMER on a case by case basis. It is anticipated that the ITRON FSR will escalate 13, the issue for approval and direction for resolving the issue to the CUSTOMER field supervisor. If direction is not provided within 20 minutes of escalation to CUSTOMER, work order will be RTU'd and FSR will proceed with the next work order. ITRON shall be responsible for replacing any Meter, Endpoint or register improperly set 14. and for correcting any damage to sockets, couplings, threads, unions or Meters caused by an ITRON FSR. ITRON shall be responsible for correcting any leaks at the valves, couplings or service 15. lines that could reasonably be attributed to the Meter installation if reported by the CUSTOMER or its customers within 1 year of installation. 16. ITRON shall conduct installations for the INITIAL INSTALLATIONS in locations mutually agreed to and as described in the PCM. ITRON FSRs and field supervisors will be issued uniforms, picture identification badges, vehicles and proper PPE safety equipment. CUSTOMER will approve wording and content to be printed on badges and vehicle signage. Vehicles will be the same make, 17. model and color and marked with wording mutually agreeable to the CUSTOMER and ITRON. Vehicles will be properly licensed and permitted for use in the State of Texas. Identification badge photos will be provided to CUSTOMER with the understanding that CUSTOMER may ublish on their corporate web site for fraud protection purposes. A stringent quality program will be enforced, including 100% follow-up quality audit 18 attempts for new employees during their probation period (two -week period after hiring) and S% subsequent audit percentage after an employee completes his/her probation ITRON and its subcontractors are responsible for providing personnel meeting the 19. following criteria: check (see below) 5latement of Work IFRON Solution Delivery ■ Negative drug test results ■ Trained for the job requirements ■ Valid Driver's License — Class D SUV, Van or Secure Pick -Up ■ Valid Driver's License — CDL for Bucket Truck drivers ■ Legally able to work in US ■ Fluent in English language ■ Auto Insurance Background checks will be conducted by ITRON and its subcontractors on ITRON FSR candidates to determine employee eligibility. The background check will include: ■ Check of social security to verify address/addresses for the past five years. ■ Check for any criminal activity during the past five years in any county of residence, 20. ■ Check for any federal criminal activity during the past five years. ■ Check for any statewide criminal activity during the past five years. ■ Check to verify valid driver's license if employee will be operating a motor vehicle while performing PROJECT work ■ Known Sexual Offender list ITRON will deliver while ❑nsite customer notifications and premise materials, such as 21. door hangers and flyers. Content and wording will be mutually agreed to by the CUSTOMER. ITRON will work with the CUSTOMER to design and procure a door hanger for the ITRON FSR to leave on -site for completed and uncompleted work orders. CUSTOMER shall approve the door hanger in writing prior to its use by ITRON. 22 ■ The door hanger will be double sided, in both English and Spanish if necessary, and include (a) work is being done on CUSTOMER's behalf; (b) information on ITRON and its subcontractor; (c) description of the work; (d) how to identify an ITRON approved contractor; (e) call center telephone number; and (g) if access is required, a request for the customer to call form appointment. 23 The CUSTOMER will provide a readily available contact resource that can access the CIS and provide/conf r?n any necessary information. ITRON will store old electric Meters, water Meters and water registers for a period of at least 90 days after removal from the field. During the 90-day period, ITRON will maintain adequate records and organization of removed material to easily locate the 24. equipment in the event of a dispute. After the 90-day retention period, ITRON will salvage the old equipment in an appropriate manner in accordance with all applicable law. ITRON and the CUSTOMER will define a salvage process as part of the PCM during the workshops at the beginning of the Project, 25. ITRON shall supply all field equipement to ITRON FSRs, such as laptops, tablets and handheld units, required to properly perform field installations. ITRON will give immediate attention to, and will use best efforts to pramptiy, courteously and equitably respond to, adjust and/or settle (without obligating the 26. CUSTOMER in any way) all complaints received from third parties, including retail customers, arising out of or in connection with performance of the work. Such third - parry contacts will be reported to CUSTOMER. Ilion ITRON's FSRs will promptly notify their supervisor of all such complaints and any action taken (or to be taken) in connection with a complaint. In handling any complaints, ITRON's personnel will use their best efforts to maintain and promote good public 27. relations on behalf of the CUSTOMER. ITRON understands that it does not represent the CUSTOMER and has no authority to obligate it for any payment or benefit of any kind to any person. Procedures for addressing comptai= will be documented in the Project Control Manual PCW as provided in Section K. urn.. D.3. RRDN DelNerables - Feld Installations ITRON Sdution Delivery FIELD INSTALLATIONS will be conducted after the INTTTIAL INSTALLATION, but will not begin until the CUSTOMER has approved and signed off on the System Acceptance Test (SAT) results after completetion of the Solution Validation. Upon SAT approval and within 10 business days, ITRON will begin the Field Installation activities. As provided above, any work related to water Endpoints after the Initial Installaion shall be at the sole ontion of the C»stnmer. # Deliverable 1 ITRON will provide suitably trained and skilled and, where required, certified resources to perform electric and water installations. ITRON, at ITRON'S risk, will provide a centrally located warehouse ('`WAREHOUSE") facility with ample parking and capacity to provide temporary storage of Electric and Water Meters, Registers, Endpoints, pit lids and other e ui ment needed during installations. ITRON will manage field activities for Electric Meter and Water Endpoint installations 3. using the Field Deployment Manager workflow application. ITRON will provide completed installation data back to CUSTOMER for updating CUSTOMER systems.. Should the Project Manager become unavailable due to any reason or need to be changed, 4. a suitable and trained alternative will be provided as quickly as possible. Best efforts will be taken to minimize any schedule delay or impact in any resource transitions. CUSTOMER shall have the right, at no expense to the CUSTOMER to request a change, 5. through a Change Order, to a PROJECT resource if that resource is no longer acceptable to the CUSTOMER. _ CUSTOMER will provide and ITRON will maintain an approximate eight (8) week supply of inventory (Electric Meters, Water Meters, Water Endpoints, Registers, pit lids, 6. etc.) to minimize work stoppages or slowdowns. Inventory will be staged in the WAREHOUSE and ITRON will provide a rolling 12-week forecast of product needs to CUSTOMER to allow the necessary time for ordering the required products. As needed, ITRON will provide for drilling holes in existing castiron or concrete water 7. pit lids at CUSTOMERS expense as indicated in Pricing Summary for the purpose of installing Through the Lid Mounting Kits. RF-friendly pit lids will be used to replace damaged cast iron and/or concrete pit lids. 8 As needed, ITRON will provide for drilling holes in existing Composite water pit lids at ITRON's expense for the purpose of installing Through the Lid Mounting Kits. ITRON and its subcontractor FSRs shall not enter a residence without the permission of 9 the owner, tenant, or authorized representative of the owner or tenant, and must be accompanied by an ITRON field supervisor. ITRON and its subcontractors shall not enter a residence without an adult 18 years or older present. By 6:30 AM on the first business day of each week, ITRON shall provide CUSTOMER 10. a schedule of where work is planned for that day and each subsequent day of that week including verification that the worked planned is not in violation of any black out areas. The schedule will be updated as needed. 11. Should ITRON or its subcontractor encounter a safety issue or an access issue, an ITRON field supervisor will validate the condition prior to returning the work order to the !from I f R 0 N Sofumin DEI;Uery CUSTOMER. ITRON will provide comments and, when possible, a digital image that describes what the issue is and the appropriate action required by utility to resolve it. ITRON shall track data relevant to the installation including. date, time, location, 12. condition, specifics for that installation. Specific requirements to be defined in workshops held at the beginning of the pTject. For any installation not completed and Returned to Utility (RTU), additional data shall 13. include the reason code, reason description and additional photograph(s) of the condition that caused the RTU. Specific procedures and criteria for identifying RTUs will be defined in workshops held at the beginning of the project. At any point should the Return to Utility (RTU) rate go above 4% for either water or 14. electric individually, ITRON will work jointly with CUSTOMER to review RTU root causes and develop an action plan to reduce the RTU rate where possible. Digital images will be taken of all installations, before, during, and after the work, to document pre-existing site conditions and as -installed condition. The following pictures will be collected for each installation a. Site before b. Meter up close before 15. c. Meter socket / pit d. Meter up close after e. Site after The digital images will have an accurate date and time stamp and be stored as a data element of the work order. Access to these digital images will be available to the CUSTOMER. Field validation rules against old Meter readings will be used during the installation process. Old readings falling outside the high / low parameters will require re-entry and 16. validation by the FFRON FSR. Additionally, a digital image will be captured for completed work orders failing validation. In all cases, the ITRON FSR will record the found reading on the work order. ITRON will be responsible for removing dirt needed to access a Meter in a Meter vault or pit. If an excessive level of dirt is found, meaning that the water pit lid is not visible 17. and/or 6 inches or more of soil must be removed to gam access to the pit and/or roots must be removed to access the meter, an additional fee will be charged as described in the Pricing Summary, Electrical or plumbing issues identified on site will be addressed with ITRON and the CUSTOMER on a case by case basis. It is anticipated that the ITRON FSR will escalate 18. the issue for approval and direction for resolving the issue to the CUSTOMER field supervisor. If direction is not provided within 20 minutes of escalation to CUSTOMER, the work order will be RTU'd and the FSR will proced to the next job, ITRON shall be responsible for replacing any Meter, Endpoint or register improperly set 19. and for correcting any damage to sockets, couplings, threads, unions or Meters caused by an ITRON FSR. Ire.. I! RUN Sclulimn Delivery ITRON shall be responsible for correcting any leaks at the valves, couplings or service 20. lines that could reasonably be attributed to the Meter installation if reported by the CUSTOMER or its customers within 1 yeu of installation. For 30 days after the CUSTOMER has been notified of a given installation, ITRON and its subcontractor must respond on a 24-hour-per-day basis to calls from the CUSTOMER 21 associated with that installation concerning leaks, loss of service, low pressure, and other problems associated with an installation. ITRON or its subcontractor must respond within one (1) hour of receiving the call and arrive at retail customer's premises ready to correct any problems within three 3 hours of receiving the call. ITRON shall conduct installations by groups of accounts (e.g., routes, areas, cycles) in geographic sequence as defined in the Project Control Manual, unless otherwise approved in writing by the CUSTOMER. Multiple groups will be made available for working at any given time. ITRON shall complete at least 95 percent of the installations 22. in one group before before closing that group and requesting a new group to be opened. At no time shall more groups be open that defined in the PCM. ITRON and the CUSTOMER will consider geographic proximity from one to the next and afford an ample supply of pending work orders in the area that are not impacted by the CUSTOMER's Meter reading/billing black -out schedule. ITRON FSRs and field supervisors will be issued uniforms, identification badges, vehicles and proper PPE safety equipment. CUSTOMER will approve wording and 23, content to be printed on badges and vehicle signage. Vehicles will be the same make, model and color and marked with wording mutually agreeable to the CUSTOMER and ITRON. Vehicles will be property licensed and ermitted for use in the State of Texas. A stringent quality program will be enforced, including 100% follow-up quality audit 24 attempts for new employees during their probation period (two -week period after hiring) and 5% subsequent audit percentage after an employee completes his/her probation period. ITRON and its subcontractors are responsible for providing personnel meeting the following criteria: ■ Acceptable background check (see below) ■ Negative drug test results 25 ■ Trained for the job requirements ■ Valid Driver's License — Class D SUV, Van or Secure Pick -Up Valid Driver's License — CDL for Bucket Trucks ■ Legally able to work in US ■ Fluent in English language ■ Auto Insurance Background checks will be conducted by ITRON and its subcontractors on ITRON FSR candidates to determine employee eligibility. The background check will include: ■ Check of social security to verify address/addresses for the past five years. 26 ■ Check for any criminal activity during the past five years in any county of residence. ■ Check for any federal criminal activity during the past five years. ■ Check for any statewide criminal activity during the past five years. ■ Check to verify valid driver's license if employee will be operating a motor vehicle while performing PROJECT work 11- ■ Known Sexual Offender list 27 CUSTOMER will sign out keys to ITRON for access to secured Meter locations. ITRON shall return such keys to CUSTOMER as soon as work necessiting such key is completed. ITRON will work with the CUSTOMER to design and procure a door hanger for the ITRON FSR to leave on -site for for completed and uncompleted work orders. CUSTOMER shall approve the door hanger in writing prior to its use by ITRON. 28 ■ The door hanger will be double sided, in both English and Spanish if necessary, and include (a) work is being done on CUSTOMER's behalf, (b) information on ITRON and its subcontractor; (c) description of the work; (d) how to identify an ITRON approved contractor; (e) call center telephone number; and and (g) if access is required, a request for the customer to call for an appointment. 29 The CUSTOMER will provide a readily available contact resource that can access the CIS and provide/confirm any necessary information, ITRON will store old electric Meters, water Meters and water registers for a period of at least 90 days after removal from the field. During the 90-day period, ITRON will maintain adequate records and organization of removed material to easily locate the 30, equipement in the event of a dispute. After the 90-day retention period, ITRON will salvage the old equipment in an appropriate manner in accordance with all applicable law. ITRON and the CUSTOMER will define a salvage process as part of the PCM du::n the workshops at the beginning of the Project. 3I ITRON shall supply all field equipement to ITRON FSRs, such as laptops, tablets and handheld units, required to properly perform field installations. ITRON will give immediate attention to, and will use best efforts to promptly, courteously and equitably respond to, adjust and/or settle (without obligating the 32. CUSTOMER in any way) all complaints received from third parties, including retail customers, arising out of or in connection with performance of the work. Such third - party will be reported to CUSTOMER. ITRON's FSRs will promptly notify their supervisor of all such complaints and any action taken (or to be taken) in connection with a complaint. In handling any complaints, 1TRON's personnel will use their best efforts to maintain and promote good public 33. relations on behalf of the CUSTOMER. ITRON understands that it does not represent the CUSTOMER and has no authority to obligate it for any payment or benefit of any kind to any person. Procedures for addressing complaints will be documented in the Project Control Manual ( PCM), as provided in Section K. ITRON will use best efforts to correct any non -emergency or non -urgent complaints related to electric or water installations within three (3) working days. All emergency, urgent or unsafe conditions attributible to electric or water installations must be 34. responded to by ITRON within two hours. Emergency deficiencies not immediately addressed may be handled at the discretion of the CUSTOMER and all costs to be reimbursed by ITRON to the CUSTOMER. ITRON acknowledges it is responsible for any damage caused by ITRON, or any person or entity employed by or under the control or contract of ITRON, that requires a CUSTOMER crew/representative to investigate 1e.o� and remedy, and will result in a reimbursement chargeto the CUSTOMER from ITRON, D.4 CUSTOMER Deliverables To meet the elements defined in Section C.2. CUSTOMER shall provide the following, unless otherwise specified in the Agreement: CUSTOMER deliverables are shown below with schedule of each Deliverable being included in the Project Plan. # Deliverable i. Assign PROJECT staff and participate in the project kick-off meeting 2. Participate in scheduled planning and update meetings Develop, test and maintain MDI and FDM interface files. Daily updates to OWOC 3 will utilize ITRON's standard MDI interface file format and are required to synchronize Customer Information System (CIS) to ITRON Software Applications. CUSTOMER will post MDI files daily to the ITRON SFTP site, 4 Complete integration of daily reading files created by ITRON and stored on the SFTP site into the CUSTOMER's CIS. S Complete System Testing in accordance to publish Project Plan and as defined in the standard Test Plan. ref. Section K - PCM 6 Assign resources and ensure active CUSTOMER participation in Training as outlined in Section J. 7. CUSTOMER is responsible for obtaining any Joint Use Agreement (JUA), site ermissions or any other 3rd party a errx.its required prior to network site instal'.ctions. Meter maintenance will be transitioned to the CUSTOMER upon Meter and Endpoint- 8. based acceptance (ref. Section G — Meter and System Acceptance), subject to warranties and maintenance, and support services provided in the Agreement. For installed and Accepted Openway Riva Electric Meters and water Endpoints, 9. CUSTOMER will perform troubleshooting and mitigation of non -communicating or poorly communicating Electric Meters and water Endpoints. 10 Provide ongoing SYSTEM maintenance including Openway Riva Electric Meters, water End ousts and interfaces. CUSTOMER will be responsible for integration requirements with other CUSTOMER 11. systems; i.e., CIS, GIS, billing, etc. This will include the appropriate method for tra{zsferrin data between systems i.e., SFTP). 12 CUSTOMER will provide any necessary Call Center support for in -bound customer calls and out -bound calls for scheduling customer appointments. If CUSTOMER determines it is needed, CUSTOMER will provide and conduct any 13. advance communications to retail utility customers, such as bill stuffers, newspaper or other communications. D.5. Equipment # Deliverable For the PROJECT, the CUSTOMER will purchase CORs, Range Extenders and I Openway Riva Electric Meters and, if applicable, water Meters and Endpoints, as identified by the Network Design. ITRON will provide additional COR hardware as re uired to meet SLA levels. The CUSTOMER shall maintain spare inventory for the System. ITRON 2. recommends 0.2-0.3% sparing level for Openway Riva Electric Meters and 5-7% for Network Devices and 0.2-0.3% of Openway Riva Water Modules 3. CUSTOMER will work with ITRON Sales to order equipment as specified. 4 CUSTOMER will purchase from ITRON RF-friendly replacement water pit lids as indicated in Specifications. 5 CUSTOMER will provide Meter seals, rings and labels required at time of Meter and Endpoint installations. DA Interfaces ITRON will provide 60 hours of consulting support to CUSTOMER for implementing the interfaces noted in the table below. The Integration Test Plan will be developed by CUSTOMER to validate the proper development of the different system integration points. Testing will be performed jointly by ITRON and CUSTOMER with testing results provided to CUSTOMER for review and approval, The ITRON interface will provide Meter reading data to the CUSTOMER Banner CIS based on mutually agreed to transfer criteria. ITRON will provide standard APIs or flat files for integration to CUSTOMER's current Banner CIS. During the delivery of this SOW and prior to the end of the PROJECT, ITRON will provide 32 hours of consulting support for a one (1) time upgrade of the integration to CUSTOMER's NEW CIS SYSTEM using the CIS vendor's standard integraton adapter for ITRON systems. This interface upgrade will include data mapping, testing, and production migration Integration Destination Type Functions Name Application Provide CUSTOMER's CIS with the monthly Billing Read values Billing Interface Banner CIS Flat File that Fall within a specific billing window for use in the CUSTOMER's CIS system, Provide CUSTOMER-s Outage Management System % ith ❑MS Interface ACS MultiSpeak Outage, Restore and Disconnect Status information From ali Meters. From -Host File provides CUSTOMER CIS account information FDM Banner CIS New CIS Flat File (From -Host & for generating field work orders. To -Host file provides completed work order information for System To -Host) updating CUSTOMER CIS with new Meter!Endpoint data and c omp Ieted work order data. SIM14rpn1 of WrA - - . Standard Integration Adapter New CIS Provides synchronization of customer and Meter data and supports (Provided by CIS System Web Service real-time messaging For inquiries and command execution (i.e., vendor in separate Meter ping, disconnects, alerts, etc.). contract) StaYei Tient of Wcirk F„nCs nh M_ 11 .r EA Test 5tratr:gy To ensure that the proposed solution operates successfully, ITRON shall develop and lead functional testing; CUSTOMER shall develop and lead integration testing. The testing approach will include multiple layers of testing, including unit level, system level, and finally, user acceptance. Deliverables include: • Preparing a Test Plan (herein so called) that identifies the approach, roles and responsibilities, test cases and success criteria. • Preparing test cases that are designed to validate functionality, scalability, security, interfaces and interoperability, and usability ■ Conduct testing • Test case sign -off that confirms that testing was completed and the expected results were achieved. The table below lists the various software tests and acceptance tests to be performed on the AMI Solution. Test Cycle Description Responsible First Article Test FAT will consist of, but not limited to, the verification of ITRON (FAT) individual CGR, Water Endpoints and Electric Meters: - Product Documentation - Nameplates - Programming verification Functional Testing Functional Testing will be completed by ITRON to insure that ITRON ITRON Licensed Software was installed and configured to meet Project requirements. Basic functional tests are performed to verify the proper ❑ eration of the application. Integration Testing Integration testing conducted to demonstrate that the required data CUSTOMER flows are operating correctly between the systems in the Solution (Banner CIS, ACS OMS and OWOC) and maintains business integrity, in accordance with the respective requirements. Attention is paid to the physical mechanics of the interfaces, such as the data transport management. ITRON will provide 60 hours for testing support. Testing to be targeted for 1 month or Iess to maintain PROJECT schedule. FDM Work Order Insures that the proper data is being transferred between CUSTOMER Integration Testing CUSTOMER's CIS and FDM systems for generating field work orders and returning completed work order data to the CIS. Testing will also verify field work procedures Network Testing Upon successful completion of Integration Testing, installation ITRON completion of mesh CGRs and one (1) star CGR, and installation completion of-500 electric Meters and retroFitting --500 existing water Meters with Endpoints. Test will validate CGR registrations with OWOC and Meter/Endpoint communications. Solution Validation Conducted over a period of approx. I -month prior to the Systems ITRON/CUSTOMER Acceptance Test and the start of the mass field installations. The Solution Validation will demonstrate: • Successful registration ofelectric Meters and water Endpoints; • CIS and OWOC synchronization via MD1 interface slalemed of Wa[k confidernhal Page 23 C�f 38 • Delivery of 3-day Meter reads and Acceptance as specified in Section G: Meter and System Acceptance Criteria. System Acceptance CUSTOMER will approve the Solution Validation or will reject the test CUSTOMER Test (SAT) results with written notification listing the failed tests within 10 working days of ITRON's notification offtest completion. SAT sign -off will serve as a completion milestone for software and AM] infrastructure completion, and initiate mass field installation activities to begin within 10 days of si -off. Meter Endpoint Reference the Performance and Acceptance Criteria (Section G.I). ITRDN CUSTOMER Acceptance Eiectric Meter and water Endpoint acceptance will be performed weekly to confirm installations and proper o eration of devices. Final Acceptance As defined in the Test Plan and following Integration Testing, this 1TRON CUSTOMER Testing testing combines both functional and integration testing to verify that the developed solution works holistically. Ref section G. E.2 Comments and Clarifications • 1. 1TRON to perform functional testing of Applications and Software as identified in the System Testing Section E. 2. CUSTOMER will provide Test Lead, Tier 1 and 2 Support for internal testing and 1TRON will provide supplemental Support for defect management during testing activities. 3. All Test deliverables will be done in accordance with pre -defined Test Plan, 4. 1TRON will provide the standardized test plans for CUSTOMER review and approval. ITRON will share current knowledge and best practices information with CUSTOMER in execution of testing activities. 1 f RON Soluhcn De;very F.1. rMN Deliverables Acceptance of the TTRON Deliverables are as rnitlined nc fnllnwe- Milestone Deliverable Acceptance Project Startup & Completion of PROJECT kickoff and initial Mobilization Project Plan requirements gathering workshops. Project Startup & Completion of PROJECT kickoff and initial Mobilization Communications Plan requirements gathering workshops. Project Startup & Risk Management Completion of PROJECT kickoff and initial Mobilization Plan re uirements gathering workshops. Project Startup & Completion of Initial Network Design, Mobilization submitted by ITRON, and approved by Initial Network Desi n CUSTOMER. Requirements Gathered Completion of Design requirements, Business Solution submitted by ITRON, and approved by Requirements Design CUSTOMER. Requirements Gathered Technical Architecture Completion of Technical design, submitted by Design ITRON and approved by CUSTOMER. CGR Registrations Complted First Article Test and submitted by First Article Test ITRON for CUSTOMER review. CGR Registrations Completed Functional Test results by ITRON Functional Test and submitted for CUSTOMER review. Site Surveys and Completed Network Design and Site Specific Network Design Installation (SSI) documents submitted by Network Design ITRON and approved by CUSTOMER. Interface Development Completion of CUSTOMER Integration & Testing Software Applications Testing. OpenWay Training Completion of Training as defined in the Training Training Course Description Section J. Network sites Completion of network infrastructure Installation of construction and verified communication with Network each CGR site. System Acceptance System Acceptance Test Test Completion of Solution Validation Meter Installation Completion of Field Installation of the services Installation of Electric electric Meter installation with verification of Meters communication for Accepted Meters. Meter/Endpoint Completion of Field Installation of the water Installation services Installation of Water Meter installation, register retrofits, and Meters, Registers, and Endpoints with verification of communication Endpoints for Accepted Meters. Slatenwnt of Work ConEidental Page 25 of 38 Final Acceptance Test Completion of Meter and Endpoint installations and validation of read Final Accept nee Test performance levels. Support Turnover and Completion of Transition to Support Plan and Project Completion Project Completion Transition to Support meeting, Includes a Report summary of completed deliverables. A Deliverable is not complete until approval has been made by CUSTOMER in writing. The PCM shall list the individual(s) at CUSTOMER who has authority to approve each Deliverable. A milestone payment as described in Pricing Summary will not he complete and therefore, not approved for payment, until all of the deliverables for that milestone are accepted. 5faternenfofWdA C"Vlfmf;glha! P—?1'' )a GA. Meter Acceptance Meter/Endpoint, Solution Validation and Final Acceptance Test Acceptance is defined below. ITRON's responsibility for these tests will be limited to validating the RF communications between the Meter/Endpoint and OWOC and the delivery of Meter data to CUSTOMER systems. Process: 1. Itron will present a Meter/Endpoint Acceptance report showing Meters/Endpoints that have delivered a register read to OWOC for three (3) consectutive days and were not previously Accepted b the CUSTOMER. 2. CUSTOMER will have three (3) business days after Meter Endpoint Acceptance report is submitted by ITRON to identify Meter/Endpoints which they feel have not achieved Meter Acceptance as described above; otherwise, Meters/Endpoints will be deemed accepted. Only Meters/Endpoints in dispute will be excluded from being accepted; all other Meters/Endpoints in the Meter/Endpoint Acceptance report will be considered accepted after 3 business days of receiving the Meter/Endpoint Acceptance report. 3, Accepted Meters and/or Endpoints will be CUSTOMER's responsibility for ongoing field maintenance. 4. Any Meter/Endpoint that the CUSTOMER disputes as meeting Meter Acceptance requirements will be reviewed by CUSOMER and ITRON with the appropriate party taking action to resolve the issue impacting Meter Acceptance. 5. Any Meter/Endpoint that does not achieve Meter/Endpoint Acceptance will be excluded from the Solution Validation Test, 6. Any Meter/Endpoint that does not achieve Meter/Endpoint Acceptance, and is not (a) as specified in the METER LOCATION File, or (b) was not able to be geocoded from CUSTOMER -supplied information, or (c) is not listed or identified in the METER LOCATION file (i.e., new services) will be excluded from the Final Acceptance Test. G.2 System Acceptance Test I. The Solution Validation commences upon completion of Integration Testing, CGR installations for the Electric Service territory, one (1 ) CGR installation far the Water -only Service territory, the installation of approximately 500 electric Meters and the installation of approximately 500 water Endpoints. 2. Prior to Solution Validation Test, ITRON and CUSTOMER will verify that each deployed CGR for die Solution Validation Test can communicate and register with the OWOC. 3. The Solution Validation will run for 30 calendar days starting when the requirements of item I in Section G.2 are achieved. ITRON can declare an exclusion day if a special condition is encountered during the 30 calendar day Solution Validation Test. Examples of specific conditions that could trigger an exclusion day are backhauI or IT -related issues are experienced, unforeseen field conditions include extensive power outages at the Meters or CGRs, etc. 4. Meters/Endpoints will be considered Unavailable and excluded from the Solution Validation Test if an Accepted Meter/Endpoint (a) stopped communicating for three consecutive calendar days; (b) was found to be tam ered with, replaced, stolen or vandalized; (c) does not have power, or (d) is found to have incorrect data. Statement of W&K 5, Solution Validation reports will be generated from OWOC. 6. ITRON is responsible to publish and configure the optimal read schedule to achieve performance re uirements before starting the Solution Validation Test. 7, The Solution Validation Test requirements will be met when the following performance levels are achieved: The average 1-day Register Read Rate for all Available and Accepted Meters/Endpoints during the Solution Validation Test period is 98.0% or greater. Register Read Rate performance is the number of unique Register Reads received during each Measurement Day over the duration of the test period divided by the number of Available Meters/Endpoints for each of the Measurement Days over the duration of the test period. The average 3-day Billing Register Read Rate for all Available and Accepted Meters/Endpoints during the Solution Validation Test period across billing cycles is 99.0% or greater. o 3-day Billing Register Read Rate performance is the number of Register Reads received for each Meter Endpoint included in a Billing Cycle divided by number of Available Register Reads for each included Billing Cycle in the measurement. The average Daily Interval Read Rate for all Available and Accepted Meters/Endpoints during the Solution Validation Test period is 98.0% or greater, C Daily Interval Read Rate performance is the number of unique Interval Data Reads received during each Measurement Day over the duration of the test period divided by the number of expected Interval Data Reads from Available M etersi Endpoints for each of the Measurement Days over the duration of the test period. Note, electric Meters and water Endpoints could be configured to have different Interval Data counts. All Performance Test results are inclusive of the Missed Read Retry process. g. In the event a non-ITRON caused deficiency is identified that prevents successful completion of the Solution Validation Test ar causes ITRON to perform Field investigations, ITRON will work to identify the root cause with CUSTOMER and provide and execute a Change Order that reflects any change in Scope, Schedule, fees or Resources re wire as part of a remediation plan. 9. ITRON will submit a Solution Validation Acceptance Certificate upon successfully meeting performance criteria; CUSTOMER has 3 business days to dispute Certificate or Solution Validation Test will be considered achieved. Following Acceptance of Solution Validation, full Meter/Endpoint deployment can begin. G.3. Final Acceptance Test 1. Commences when ITRON has completed remaining CGRMeter and Endpoint ins ta I I ati on S. 2. Prior to FAT, ITRON and CUSTOMER will verify that each deployed CGR can communicate and register with the OWOC. 3, FAT will run for 30 calendar days starting when the requirements of item I of Section G.3 are achieved. ITRON can declare an exclusion day if a special condition is encountered during the 30 calendar day FAT. Examples of specific conditions that could trigger an exclusion day are backhaul or IT -related issues are experienced, unforeseen field conditions including extensive power outages at the Meters or CGRs, etc. 4. Meters/Endpoints will be considered Unavailable and excluded from the FAT ifan Accepted Meter Endpoint (a) stopped communicating for three consecutive calendar days; (b) was found tampered with, replaced, stolen or vandalized; c) does not havepower; or (d) is found to have incorrect data. 5. FAT reports will be generated from OWOC. & ITRON is responsible to publish and configure the optimal read schedule to achieve performance requirement before starting FAT. 7 FAT requirements will he met when the following performance levels are achieved: The average 1-day Register Read Rate for all Available and Accepted Meters/Endpoints during the FAT period is 98.0% or greater. Register Read Rate performance is the number of unique Register Reads received during each Measurement Day over the duration of the test period divided by the number of Available Meters/Endpoints for each of the Measurement Days over the duration of the test period. The average 3-day Billing Register Read Rate for all Available and Accepted Meters/Endpoints during the FAT period across billing cycles is 99.0% or greater. 3-day Billing Register Read Rate performance is the number of Register Reads received for each Meter/Endpoint included in a Billing Cycle divided by number of Available Register Reads for each included Billing Cycle in the measurement. The average Daily Interval Read Rate for all Available and Accepted Meters/Endpoints during the FAT period is 98.0% or greater. Daily Interval Read Rate performance is the number of unique Interval Data Reads received during each Measurement Day over the duration of the test period divided by the number of expected Interval Data Reads from Available Meters/Endpoints for each of the Measurement Days over the duration of the test period. Note, electric Meters and water Endpoints could be configured to have different Interval Data counts. All Performance Test results will be inclusive of the Missed Read Retry process. d, In the event a non-ITRON caused deficiency is identified that prevents successful completion of FAT or causes ITRON to perform Field investigations to achieve FAT performance, ITRON will work to identify root cause with CUSTOMER and execute a Change Order that reflects any change in Scope, Schedule, fees or Resources required as part of a remediation plan. g ITRON will submit FAT Acceptance Certificate upon successfully meeting performance criteria; CUSTOMER has three 3) business days to dis ute the Certificate or FAT will be considered achieved. 10, Following Acceptance of FAT, Project Closeout activities will commence. Pro. Following the acceptance of the ITRON Deliverables, as described in Section G.1, and after the Final Acceptance Test signoff, the ITRON Project Manager and the CUSTOMER will schedule a transition call wth ITRON Global Support Services, a department of ITRON. ITRON will complete PROJECT documentation ahead of scheduling the call with the CUSTOMER and ITRON Global Support Services. Upon transition, the CUSTOMER will get support through their Account Executive and ITRON Global Support Services department of ITRON. Statement of Work GoMden@al age 30 at..8 10-4 H. 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 URON. No work shall commence prior to the CUSTOMER authorization of a Change Order. # Step ITRON CUSTOMER Notes 1, Identify scope change. © 0 Either party may identify a scope change. 2. Submit a formal request for a 0 IN Party identifying the scope change should Change Order. submit the change request via email. E - Request should include: - Problem Statement - Require ents & Assess impact (scope, © ❑ schedule, resources) and prepare brief summary. 4. Report Impact results and 0 ❑ Should include: submit Change Order form, - Scope change described - Cost change - Project schedule impacts 5. ITRON Legal executes 0 El Change Order and emails copy to CUSTOMER and ITRON Project Manager. 6. Aulhorize Change Order and ❑ 1d CUSTOMER shall provide authorized and email executed copy to ITRON executed ITRON Change Order form. Legal. 12 Change Order Form "Sample" Name Date Client Name: R uestor: Client Authorization: ITRON PM Approva. ITRON Contract Auth. Send Pricing Summary to Client? ❑ Yes ❑ No Has contract been signed? ❑ Yes ❑ No General Comments: Statement of wor' Cwfidenbal Page 31 of 38 Order Processing: PO/Contract 4: Comments: Hardware Changes: Qty Item Description Unit Price Comments: Software Changes: ❑ Modifications Qty Item Desch lion Unit Price ❑ Meter Licenses ❑ Other Description Unit Price tmpiementation Labor and Expense: ❑ Billable ❑ Non -billable Charge to: Purpose Description I Days ca, $ Total Labor Per Diem Misc, Total Other It'.. Change Order: >AuthorName After execution by ITRON, CUSTOMER shall execute, and one (1) originally executed Change Order shall be provided to each, ITRON and CUSTOMER at the following addresses. ITRON, Inc. 2111 N. Molter Rd. Liberty Lake, WA 99019 Attn: Contract Administration Fax: (509) 891-3331 or pdf and email to contract. reauestia'itron.com. Lubbock Power and Light 1301 Broadway Lubbock, TX 79401 Attn: Andy Burcham Or pdf and email to: aburcham@lpandl.com ll+an Type Desedp6on Course dame End user 1 Provides the End user/Operator the -- OpenWay Functional Operational operational knowledge to maintain, operate — OpenWay Operational Training and troubleshoot the solution and provide Tier 1 support. Example: Administrator understands the configurations and functional use -cases of the ITRON solution. OpenWay Endpoint installation personnel are — OpenWay Endpoint Endpoint introduced to operational, installation, and Training Training troubleshooting of Endpoints. Network RF Network personnel are introduced to — CGR Technical Training Device operational, installation, and troubleshooting Training of CGR (Connected Grid Routers). FAN Site This will be hands-on field training on how to — Field process review Survey & perform site surveys and mitigation of Field Mitigation Area Network equipment and performance. Training nrwm RON Solution Qe:ivery K1. Project Control Manual The purpose of the Project Control Manual (PCM) is to document the processes and controls for managing and delivering the Project. The PCM is established early in the project and provides efficiencies through consistent processes, best practices and setting expectations for Project work. The PCM shall include a Project Plan that will pro-, ide the agreed upon timeline For delivery, as set Forth in the Agreement, and the Test Plan that will provide the testing criteria and test cases foi validation of the systerzl. Some examples of the PCM sections are: ■ Project Management Tracking and Reporting ■ Business Solution Design ■ Technical Architecture Design • Integration • Testing Strategy ■ Issues / Actions r' Risks • Quatity Assurrance Plan ■ Field Deployment Procedures and Standards o Meter Access o Meter and Endpoint Installation o Plumbing and Electrical Work ■ Safety Requirements ■ Work Order Management • Return To Utility (RTU) Criteria • Endpoint Mitigation Procedures • Satvage Process ■ Customer Complaint and Claims • Call Center Procedures • CGR and Range Extender Troubleshooting Procedures C IIf ram, —['F <a!' ' Won L1. Planned ITRON Corrb-actors The following is the initial list of contractors that ITRON plans to use for this project. ITRON reserves the right to add to or change the firms listed below at ITRON's discretion. ITRON will notify CUSTOMER regarding any desired changes. CUSTOMER reserves the right to approve all subcontractors that are not listed below. Meter and Endpoint Installations Compass Metering Solutions, CCR and Range Extender Installations Tne❑ Tower Semites. Inc. tri.0 Term Definition ACT ITRON's OpenWay Riva's Adaptive Communications Technology (ACT) that enables communications with Feld devices and integrates both RF and PLC technologies. AM1 Advanced Metering Infrastructure AM[ Solution Refers to the following solution components: a. [TRON's OpenWayl Rivar" Advanced Metering Infrastructure (AM]) system b. ITRON Enterprise Edition Meter Data Management system c. Physical metering and network equipment d. Installation s upport services far electric Meters and water modules Accepted MeterlEndpoint A Meter/Endpoint will be considered Accepted by the CUSTOMER after meeting the Available Meter, Endpoint criteria, no outstanding installation issues open and being signed off by the CUSTOMER as being a completed installation. Available Meter Endpoint A Meter/Endpoint will be considered Available after installation upon communicating with the headend system for three consectutive days. I addition: • A Meter/Endpoint that is not damaged or vandalized by a third party in such a way that prevents communication; • For which CUSTOMER has provided the ITRON application with accurate and up-to-date account information; • That is powered; • There is no RF interference in excess of FCC limits caused by third -party system; and ■ For which at least one register/index read for that Measurement Day has been requested by the OWOC. Business Solution A deliverable document that maps the business solution requirements to key design Requirements and Design decisions that reflect how these requirements will be implemented within the solution, l3SR. D and that details the business and performance requirements of the AMI Solution. CGR An ITRON provided field area router, Cisco's Connected Grid Router (CGR 1244) CIS Customer Information System. Collection Manager (CM) ITRON OWOC software that: (i) facilitates communications with electric Meters and water modules; (if) provides a series of web services that can be implemented for upstream systems, such as MDM and outage management; (iii) is the system of record for electric Meter configurations; and (iv) depends on the MDM system for metering data storage and for optional scheduling. Endpoint (EP) The communication module that gathers and transmits data between the Meter and headendiCol lection Manager application via RF (radio frequency). For water Meters, the Endpoint is a separate device connected to the Meter by hardwire to the Meter register. For electric Meters, the Endpoint is an integrated component within the body of the Meter. ESB Enterprise Service Bus Stafemed o{ Work N... Field Area Network (FAN) A collection of electric Meters and water Endpoints that communicate via ACT mesh and star topologies to a CGR, First Article Testing (FAT) FAT will consist of, the verification of Endpoint's and CGR's: - Product Documentation - Endpoint Security and configuration verification Field Services Representative Technical field staff capable of installing, exchanging and troubleshooting Meters and (FSR) Endpoints, and addressing related issues (wiring, sockets, plumbing, pits, etc.). FSRs typically havespecialized skills in either electric or water metering. IDD Integration Design Document IEE ITRON Enterprise Edition. ITRON Enterprise Edition Meter Data Management (IEE MDM) is 1TRON's MDM software. IoT Field Network The third -party software provided by Cisco that manages the multi -service Director ([oT-FND) network that will be utilized for the OpenWay Riva AMI system. IoT Internet of Things ITRON Field Services Employed by ITRON or ITRON subcontractor, technical field staff capable of Representative (ITRON FSR) installing, exchanging and troubleshooting Meters and Endpoints, and addressing related issues (wiring, sockets, plumbing, pits, etc.). FSRs typically have specialized skills in either electric or water metering. ITRON Security Manager ITRON Software that enables secure communications between electric Meters, water ([SM) modules and the ❑WOC. Leaf -node Network configuration where water Endpoints communicate to nearby electric Meters to transmit and receive data. Measurement Day A 24-hour period that is from 12:00am until 1 1:59pm CST for which Register or Interval Reads are being collected. MDMS or MDM Meter data management system. OpenWay Operations Center ITRON's OpenWay Operations Center software that consists of Collection (OW OC) Manager and Performance Manager modules. Service Level Agreement Minimum threshold definitions for agreed upon performance criteria. (S LA) Star Network Configuration Network design for water -only Endpoints with point-to-point RF communications between the CGR and Endpoint. Technical Architecture Deliverable document provided by ITRON and used during the Design Phase to Design (TAD) outline the computing environment of the AM] Solution for the various phases of the Project. When complete and accepted, the TAD documents the technical and server environment, the AMI Solution configuration, and the entity relationship diagram which will detail all security protocols and feature sets at each step of the data flow between the entities. Itron ATTACHMENT I : Pricing Summary Pricing Summary Item R Optional Item Description Project Cost Breakdown Prime Professional Services Tech-49 Prime and AMI Project Management Tech-50 Network Design/System Planning Tech-56 Travel & Living Expenses Professional Services Sub -total Waterinstall- OPTIONAL Project Management for Water AMI as Headend Installation Services Tech-33 Software Installation Tech-42 Saa5 Services Disaster Recovery Full System Setup Headend Professional Services Sub -total Network Equipment Tech 1 Data Collector{primary or Large} Tech-3 Network Repeater Network Equipment Sub•total Network Installation Install-1 Data Collector Installation Network Installation Sub -total Incremental Network Equipment to Support Water Tech -la OPTIONAL Data Collector (Primary or Large) Tech 6a OPTIONAL Material Freight and Handling Network Equipment Sub -total Electric Meter with AMI Communication Device Tech-14 Farm 15 240V Class 200 Non -Demand Meter Tech-15 Form ZS 240V Class 200 Non -Demand Meter Tech-16 Form 2S Meter Base Tech-17 Form 25 480V Class 200 Demand Meter Tech-18 Form 35 480V Class 20 Demand Meter Tech-19 Teeh Z8Farm Form 95 480V Class 20 Demand Meter Tech 21 10A Form 9S Meter Base Tech-22 Form 125 480V Class 200 Demand Meter Tech-23 Form 165 480V Class 200 Demand Meter Tech-24 5 Form 455 480 V Class 200 Demand Meter jean to AJ.. Tech-26 35A 461 Form 45S Meter Base Electric Meter Sub -total Meter Installation with AMI Communication Device In5tall-9 Install Farm 15 240V Class 200 Nan -Demand Meter Install-10 Install Form 2S 240V Class 200 Non -Demand Meter Install-11 Install Form 25 Meter Base Install-12 Install Form 25 480V Class 200 Demand Meter Install-13 Install Farm 35 a80V Class 20 Demand Meter Install 14 Install Form 9S 480V Class 20 Demand Meter Install-15 Install Farm 10A to 95 Adapter Install-16 Install Form 9S Meter Base Number Proposal Model ' nits ' Unit Prise I Extended Pr ice Notes Sub Totals e 1 $ 433,445 $ 433,445 1 $ 22,800 $ 22,800 INCLUDED in Tech 1 $ - $ - 49 not to Exceed 18 on -site visits $ 456,245 1 $ 220,070 $ 220,070 $ 220,070 1 $ 45,500 $ 45,500 1 $ 22,750 $ 22,750 $ 68,250 42 $ 5,869 $ 246,498 4 $ 533 $ 2,132 $ 248,630 1 $ 275,714 $ 275,714 $ 275,714 12 $ 6,069 $ 72,828 12 $ 100 $ 1,200 $ 74,028 290 $ 100 $ 29,000 91,344 $ 97 $ 8,860,368 2 $ 56 $ 113 120 $ 97 $ 11,640 2 $ 175 $ 350 3,752 $ 175 $ 656,600 49 �- 430 $ 150 $ 64,500 2,326 $ 175 $ 407,050 6,129 $ 175 $ 1,072,575 641 $ 175 $ 112,175 a $ _ 93 $ 156 $ 14,531 105,18o $ 11,228,902 290 $ 18 $ 5,301 91,344 $ 17 $ 1,552,848 2 $ 394 $ 789 120 $ 18 $ 2,194 2 $ 82 $ 164 3,752 $ 82 $ 309,031 49 $ 81 $ 3,961 430 5 394 $ 169,572 Install-17 Install Form 125 480V Class 200 Demand Meter 2,326 $ 18 $ 42,519 Install-18 Install Form 165 480V Class 200 Demand Meter 6,129 $ 44 $ 271,974 Install-19 Install Form 45S 480 V Class 200 Demand Meter 641 $ 82 $ 52,625 Install-20 Install Form 35A to 455 Adapter 2 $ 81 $ 162 Install-21 Install Farm 45S Meter Base 93 $ 394 $ 36,675 Tech-6 System Discount 1 $ (250,000) $ (250,000) Meter Installation Subtotal 105,180 Tools Tech-28 Installation Handheld - $ 6,305 5 Other Equipment Sub -total AMI Communication Device Water-1 OPTIONAL AMI Communication Device for Y. inch meters Water-2 OPTIONAL AMI Communication Device for 1 inch meters Water-3 OPTIONAL AMI Communication Device for 1.5 inch meters Water-4 OPTIONAL AMI Communication Device for 2 inch meters Water-5 OPTIONAL AMI Communication Device for 3 inch meters Water-6 OPTIONAL AMI Communication Device for 4 inch meters Water-7 OPTIONAL AMI Communication Device for 6 inch meters Water-8 OPTIONAL AMI Communication Device for 8 inch meters Water-9 OPTIONAL AMI Communication Device for 10 inch meters AMI Communication Device Sub -total Water Meter Register Retrofit Water-14 OPTIONAL Y. inch Water-15 OPTIONAL 1 inch Water-16 OPTIONAL 1.5 Inch Water-17 OPTIONAL 2 inch Water-18 OPTIONAL 3 inch Water-19 OPTIONAL 4 inch Water-20 OPTIONAL 6 inch Water-21 OPTIONAL 8 inch Water-22 OPTIONAL 10 inch Water Meter Register Retrofit Sub -total Water Meter Replacement Water-24 OPTIONAL % inch Water-25 OPTIONAL 1 inch Water-26 OPTIONAL 1.5 inch Water-27 OPTIONAL 2 inch Water-28 OPTIONAL 3 inch Water-29 OPTIONAL 4 inch Water-30 OPTIONAL 6 inch Water-31 OPTIONAL 8 inch Water-32 OPTIONAL 10 inch Water Meter Replacement Sup -total Water Meter Register Retrofit and Installation of AMI Communication Device Waterinstall-14 OPTIONAL % inch Waterinstall-15 OPTIONAL 1 inch Waterinstall-16 OPTIONAL 1.5 inch Waterinstal[-17 OPTIONAL 2 inch Waterinstall-18 OPTIONAL 3 inch Waterinstall-19 OPTIONAL 4 inch Waterin5tall-20 OPTIONAL 6 inch Waterinsta11-2i OPTIONAL 8 inch Waterinstall-22 OPTIONAL 10 inch Water Meter Register Retrofit Sub -total Water Meter Replacement and Installation of AMI Communication device applied equa)IV eve l the first 105,180 electric meter installations $ 2,196,814 Quantity to be mutually agreed 48,855 $ 62 $ 3,029,010 33,215 $ 62 $ 2,059,330 999 $ 62 $ 61,938 2,227 $ 52 $ 139,074 360 $ 62 $ 22,320 160 $ 62 $ 9,920 51 $ 62 $ 3,162 23 $ 62 $ 1,426 6 $ 62 $ 372 85,896 $ 5,325,552 20,000 $ 59 $ 1,192,222 18,000 $ 59 $ 1,064,000 500 $ 63 $ 31,267 1,100 $ 63 $ 68,787 200 $ 63 $ 12,507 SO $ 63 $ 5,003 30 $ 63 $ 1,876 14 $ 63 $ 875 3 $ 53 $ 188 39,927 $ 2,366,724 28,855 $ 94 $ 2,710,126 15,215 $ 142 $ 2,160,192 499 $ 261 $ 130,067 1,127 $ 390 $ 439,480 160 $ 1,789 $ 286,169 80 $ 2,935 $ 234,782 21 $ 4,701 $ 98,727 9 $ 6,372 $ 57,349 3 $ 5,248 $ 18,745 45,969 $ 6,135,637 20,000 $ 28 $ 562,600 18,000 $ 28 $ 505,340 S00 $ 28 $ 14,065 1,100 $ 55 $ 60,060 200 $ 55 $ 10,920 80 $ 55 $ 4,368 30 $ 55 $ 1,638 14 $ 5S $ 764 3 $ 55 $ 164 39,927 $ 1,160,919 Waterinstall-24 OPTIONAL 3/4 Inch Waterinstall-25 OPTIONAL 1 inch Waterinstall-26 OPTIONAL 1.5 inch Waterinstall•27 OPTIONAL 2 inch Waterinstall-213 OPTIONAL 3 inch Waterinstall-29 OPTIONAL 4 inch Waterinsta11-30 OPTIONAL 6 inch Waterinstall-31 OPTIONAL Blnch Waterinstall•32 OPTIONAL 10 inch Water Meter Replacement Sub -total Other Equipment OPTIONAL OPT -OUT Electric Meter without Communications Farm 2S 240V Class 200 Non -Demand Meter OPTIONAL Through the lid External Antenna for use with Water endpoint on metal lids Add-1 DFWI8AMR-1QF Black polymer, traffic -rated lid with OPTIONAL knockout — keyhole, no lack Add-2 DFWI8AMR-1KF Black polymer, traffic -rated lid with OPTIONAL knockout — keyhole with plastic key lock Add-3 OPTIONAL DFWI9AMR-1BF Black polymer, traffic -rated lid with knockout -- keyhole with brass key lack Add-4 OPTIONAL DFW 1324C-1F Black polymer, traffic -rated lid with knockout —finger hole Add-5 OPTIONAL DFW1324C-1QF Black polymer, traffic -rated lid with knockout —keyhole, no lock Add-6 FW1324C-1KF Black polymer, traffic -rated lid with OPTIONAL knockout —keyhole with plastic key lock Add-7 OPTIONAL DFW1324C-1BF Black polymer, traffic -rated lid with knockout — keyhole with brass key lock Add-8 OPTIONAL DFW1324C-18-BODY Other Equipment Sub -total Other Equipment Installation Waterinstall-35 OPTIONAL Meter pit lid - Installation Other Equipment Installation Sub -total Installation Professional Services Install-27 Planning, Mobilization, WOMS Setup, CIS Integration Installation Professional Services Sub -total Other Installation Services Install-28 Warehousing Install-29 Photographs (Before and After) Install-30 Electric Meter Hold and Retention (90 Days) Install-31 Electric Meter Disposal Other Instatlation Sub -total Other Water Installation Services Waterinstall-41 OPTIONAL Warehousing Waterinstall-42 OPTIONAL Photographs (Before and After) Watarinstalld3 OPTIONAL Water Meter Hold and Retention (90 Days) Waterinstal147 OPTIONAL Water Meter disposal Other Installation Sub -total Additional Work Fees (as requested by Customer) Waterinstall-OB OPTIONAL Water Meter Pit Cleaning Services (if necessary) OPTIONAL Drilling of pit lids (cast iron or concrete only) 28,855 $ 36 $ 1,040,800 15,215 $ 36 $ 548,80S 499 $ 242 $ 120,583 1,127 $ 242 $ 272,340 160 $ 443 $ 70,853 80 $ 566 $ 45,309 21 $ 882 $ 18,515 9 $ 1,319 $ 11,874 3 $ 2,263 $ 6,738 45,969 $ 35 $ 42 $ 12 $ 17 $ 23 $ 44 $ 44 $ 47 $ 56 $ 103 $3.53 $ 2,125,866 LIDS FOR CARSON 2200 LIDS FOR CARSON 2200 LIDS FOR CARSON 2200 LIDS FOR EAST JORDAN 13 x 24 x 1F LIDS FOR EAST JORDAN 13 x 24 x 1f LIDS FOR EAST JORDAN 13 x 24 x 11 LIDS FOR EAST JORDAN 13 x 24 x V REPLACEMENT BOXES CIF EJIW/DFW1324C- 18" DEPTH 1 $ 3,125 $ 3,125 1 $ 3,125 $ $ INCLUDED $ $ INCLUDED $ $ INCLUDED $ $ INCLUDED $ $ INCLUDED $ $ INCLUDED $ $ INCLUDED applied equally over 1 $ (2S0,000) $ (250,000) the first 85,896 water installations 20,003 $ (250,000; $ is $ TBD $ 10 TBD Install-38 Residential Hourly T&M Rate for Out of Scope Work $ 219 $ Install-39 Commercial Hourly T&M Rate for Out of Scope Work $ 238 $ Install-40 SAT Residential Installation Technician Fee -Traveler $ 930 (Daily) $ Install-41 SAT C&I Installation Technician Fee - Traveler [Daily] $ 930 $ Install-42 Adder per Residential Account Requiring $ Appointment $ Install-43 Adder per Residential Electric Meter Requiring Programming $ 94 $ Additional Work Fees Sub -total $ Annual Lost Breakdown Annual Network Costs Tech-60 Backhaul Annual Cost i $ 15,120 $ 15,120 Annual Network Sub -total $ Annual Headend Costs Tech-65 Hosting Fee 1 $ 231,562 $ 231,662 Tech-66 Cloud Services Disaster Recovery Full System I $ 52,624 $ 52,624 Annual Headend Sub -total $ Annual Water Endpoint Costs Water-41 OPTIONAL Annual Software as a Service Increase for water 1 $ 140,042 $ 140,042 Water-42 OPTIONAL Network Run Service increase for water 1 $ 3,168 $ 3,168 Annual Water Endpoint Sub -total $ Network Run Service NaaS 5 Network Performance Monitoring 1 S 143,823 $ 143,833 Other Installation Sub -total $ Invoice schedule - Notes Invoicing hold hacks: Itron will hold back 5° 0 on invoices of Equipment and Professional Services during the initial System Validation Phase. The hold backs will be invoiced at the acceptance milestone for that phase. During production roll out, Itron will hold back 5% on invoices of meter installation fees (up to 165,180 electric meter installations and up to 85,896 water installations). The hold backs will be invoiced at the final system acceptance milestone. Svstem discount: The system discount (Tech-6) will be applied equally over the first 105,180 electric meter installations. Water meter disposal credit: The water meter disposal credit (Waterinstal1-47) will be applied equally over the first 8 5,8 96 water installations. Fees for goods and services provided by this Agreement shall be invoiced as follows, unless otherwise provided in the Agreement: 15,120 284,286 143,Z10 143,833 Milestone Fee Type Timing Invoiced at time of shipment. Equipment Project -SOW Payment net 30 days from delivery. Meter/Endpoint As installations are accepted. Installation Project - SOW Invoiced monthly. services Professional Project -SOW As outlined in Table below. "Service Services Fee" Upon completion of System SaaS (all Annual - MSA Acceptance Test. Invoiced monthly. enviromnents) Upon completion of System Naas Annual -MSA Acceptance Test. Invoiced monthly. Headend Project -SOW Upon completion of environment Installation setups. Based on site completions. Prorated Network sites Project - SOW by number of devices. Invoiced monthly. Al. Services Fees 1) Fixed travel expense has been provided for up to 18 onsite visits, at an amount of $32, 625.00, Travel beyond 18 onsite visits will regarire a Change Order. 2) ff is,ork delays are solely and directly caused by CUSTOMER resulting in the extension of the PROJECT beyond the required 12-month installation schedule outlined in the SOW, the CUSTOMER agrees to pay an additional adrrrinistrativefee to provide PROJECTsarpport ofS1520 per week, with any additional travel, warehouse cristsandfleetleases billed at actual cost. These fees will be used to maintain the PROJECT and invoiced in conjunction with the defined services fees to complete the PROJECT. 3) ITRON will invoice CUSTOMER monthly according to the Milestone Schedule listed below for Services performed CUSTOMER will pay taxes, if any, in accordance to terms set forth in the Master Sales Agreement. Professional Services - Services Fees Milestone Criteria Fees — Elec Fees -- Water Pricing Sheet ref (O tional) Project Startup & Upon contract signing $25,000 Tech-49 Mobilization One week after TTRON has $55,000 $25,000 Tech-49 Requirements provided BSR (Business WaterInstall-45 Gathered Solution Requirements Design) for CUSTOMER review and acceptance. Site Surveys and Upon completion of site $35,500 $8,365 Tech-49 Network Design surveys and delivery of Tech-50 Update revised network design WaterIn document. stall-45 Upon completion of AMI $58,295 $35,355 Tech-49 functional component and Waterhistail-45 Interface integration testing or one Development & month after ITRON Testing delivers daily meter read interface file for testing whichever comes first), OpenWay Riva Upon course delivery $30,000 $10,000 Tech-49 Training WaterInstall-45 Upon registration of initial $50,000 $12,000 Tech-49 CGR Registrations Network Design CGR sites WaterInstall-45 on OpenWay Riva Network System Acceptance Test Milestone Electric Meters Upon 25% Acceptance of $50,612 Tech-49 Substantially Electric Meters installed Complete — 25% per the initial meter count Accepted provided by CUSTOMER. Available Electric Meters Upon 50% Acceptance of $50,613 Tech-49 Substantially Electric Meters installed Complete — 501/0 per the initial meter count Accepted provided by CUSTOMER. Available Electric Meters Upon 75% Acceptance of $50,612 Tech-49 Substantially Electric Meters installed Complete — 75% per the initial meter count Accepted provided by CUSTOMER, Services Fees Milestone Criteria Fees — Elec Fees — Water Pricing Sheet ref (Optional) Available Electric Meters Upon 100% Acceptance of $50,613 Tech-49 Substantially Electric Meters installed Complete — 100% per the initial meter count Accepted provided by CUSTOMER, Available Water Endpoints Upon 25% Acceptance of $26,087 Waterinstall-45 Substantially Water Endpoints installed Complete - 25% per the initial meter count Accepted provided by CUSTOMER, Available Water Endpoints Upon 50% Acceptance of $26,088 Waterinstall-45 Substantially Water Endpoints installed Complete — 50% per the initial meter count Accepted provided by CUSTOMER, Available Water Endpoints Upon 75% Acceptance of $26,087 WaterInstall-45 Substantially Water Endpoints installed Complete — 75% per the initial meter count Accepted provided by CUSTOMER, Available Water Endpoints Upon 100% Acceptance of $26,088 Waterinstall-45 Substantially Water Endpoints installed Complete — 100% per the initial meter count Accepted provided by CUSTOMER, Available Upon PROJECT $25,000 Waterinstall-45 Support Turnover acceptance signoff and and Project transition of PROJECT to Completion ITRON Global Support Services. Totals 1 $456,245 $220,070 Installation Fees Estimated* Amount Pricing Sheet ref Monthly based on number of $2,446,814.00 Install-9 thru Electric Meter Accepted Meter installations per (Not including Install-21, Installations Pricing Summary. $250,000 discount (Tech-6)) Instal[-27 Water Monthly based on number of $3,296,785 WaterInstall-14 thru Meter/Register/ Accepted Water Endpoint {Not including the Waterinstall-22 Endpoint installations per Pricing Summary $250,000 disposal Waterinstall-24 tiro Installations (Optional). credit (Waterinstall- Waterinstall-32 47 I Anioatnl niay vmy based on achfal nuniber ofnieters and endpoints installed. One-time Fees Amount Pricing Sheet ref OpenWay Upon completion of environment $68,250.00 Tech-33 Operations Center setups. Tech-42 SaaS Setup rk sites r(5 Monthly based on site completions. $275,714.00 Install-1 Lubbock Power & Light Proposal Responses ►iron Part G- Hosting Services ltron Can€rdentiai & Proprielary Page G-1 LP&L AM I RFP# 7123-17-EUA June 15 2017 Part D - Technical Requirements 3 LPLAMI - Part D E F Techn cal Requirements Itron 2017 Jun 13 xlsm System Head End DescriptionRef# Requirement D1, Tech -System & Head -End Does the AM System support two-way functlons to perform automated meter D11.1 reading? 1 A 611 2 Does the AM system time stamp all data collected? 1 A 01.1.3 Does the AMI5ystem support readings from Electric and Water endpoints? 1 A 01.1.4 Does the AMI System separate the data by discipline in the Head -End? 1 A Does the AM System support the use of water meters in a service territory without D1.1.5 electric meters? 1 A Does the AM System employ mechanisms to check the Integrlty of the data for 01.1.6 1 A accuracy, completeness, validity and authenticity? 01.1.7 Does the AMi System provide for the secure transmittal and storage of customer data? 1 A Has the AM System been subjected to a third party security penetration test? (wd 01.1.8 results be provided)? 1 A Itron's solution, as quoted, will deliver at least a 99% one -day read rate and 99%over three days far available meters Additional reading Does the A M I System have a First try Read success rate of �Ss 5%of a I I Interval reads reliability is available at an extra 01.2.1 (defined as all expected reads I e 24 reads from a water meter and 96 reads from a 1 C cost. residential electric meter each day)? Itron customers are currently achieve ng 99.6-99.7% su ccessfu l read rates on a daily bases, and even higher over the course of three days Di Tech System & Head End Fart D - Technical Requ i re me n is 3 LPL AMI Part D E F Technical Requirements Itron 2017 Jun 13 xlsm System Head -End Description Itron's Soiut on, as quoted, will deliver at least a 98% one -day read rate and 999E over three days for available meters Additional reading reirability Is available at an extra Dl 2 2 Does the AMI System have a Retry Read success rate of 799 97e of all, nterval reads? 1 C cost Itron Customers are currently achieving 99-6.99 7% successful read rates on a daily basis, and even higher over the course of three days Itran's solutlon, as quoted, wlll deliver at least a 98% one -day read rate and 999E over three days for available meters. Additional reading Does the AMI System have a Daily read success rate of>99 0% (def,nad a: at least one rel+ability is available at an extra DI 2 3 read per mete riper day)7 1 C cost Itron customers are currently a ch, ev: ng 99.6 99.71A5uccessful read rates on a daily basis, and even higher over the course of three days I tran's solution, as quoted, wdI deliver at least a 98; one day read rate and 99'�- over three days For avallable meters Additional reading Does the AMI System have a Billrng Read success rate of 799 91!� of reads availab a for reliability is available at an extra b1.2.4 1 C cost billing defined as 1 reading for bIIIIng purp uses available over every 3 day ndowj? Itron customers arecurrentIV achieving 99.6-99 7%successful read rates on a daily bans, and even higher aver the course of three days D1 Z. Is the AMI System Scalable to a1,000,000 endpoints? 1 A Dl Tech System & Head IFnd Part D - Tar hnl cal Require menu 3 tPL AMI - Part D E F Technical Requirements Itron 20 17 Jun 13 xl sm System Head End 4 DescriptionRef Requirement Res & Version Does the AMI Systems support a default recording interval for residential electric , 01,11 meters at 15 min? 1 A Configurable Does the AMI Systems support a defua It recording interval for C&I electric meters at 15 01.3.2 min. 1 A Configurable Is the AMI System able to distinguish between missing electric Interval transmissions DI 3.3 1 A and a power outage? Does the Head -End collect all meter reading data from all network elements at least 4 D1.3.4 times per day? 1 A Configurable 01.3.5 Is the previous day data (midnight to midnight) available in the Head•End by 5 am? 1 A 01.3.6 WIII the Head End support twice a day transfer of all interval data and Alerts to MDM? 1 A D1.3.7 Does the Head•End support both billing and non-bllling meter reads? 1 A 01.3.0 1 Does the Head -End supporton•demand reading of individual meters? 1 A R1.3.9 Does the Head -End support on -demand reading of groups of meters? 3 A Does the Head•End store all the alarms, flags and events that occur within the meter R3.3.10 and the communication moduie7 1 A 01.3 11 Will the Head -End store a rolling 13 months of data? 1 A Does the Head -End perform CRC checks on the received data to verify the integrity of ❑1.3.12 the data? 1 A Does the Head -End automatically request missing or Incomplete data from the electric ❑1 3 13 meter? 1 A Is a new electric mete r insta l l a tic n automatically registered by the Head End in less D1-3.14 than 2 hours? 1 A Roes the AMI System maintain time across the entire systern so that every device on Dl-a 1 the network is with in+/- 1 minute of every ether device? 1 A Does the AMI System avoid time mrrectlons when it causes an interval houndaryto DI-4-2 be crossed? 1 A When the AMI System cause a time corre ct l on to occur and this correction causes an D1.4.3 interval to he modified by more than 1%, is there a NO Indirating tha interval may be 1 A sho rt er or I onger tha n expected? D1.4.4 Are the Electric Read ingsTime-synch ronized and occur simultaneously? 1 j A D1.4.5 Does the Head End maintain the system time far the entire AMI System? 1 A The system subscribes to an NTP server. Does the Head•End synchronizes to NISTor another time standard to maintain the Pl 4,5 1 A system time? Does the Head -End automatically manage Daylight Saving time change throughout the 01,4.7 network? 1 A Di Tech -System & Head End Part D- Tech nical Requirements 3 LPL AMI - Part 0 E FTechnlcal Requirements Itron 2017Jun 13.xlsm System Head End 01.5.1 Does the AMI System allow for remote configuration of the AMl Communication device? I A What parameters can be remotely changed: D1.5.2 > Events 7 I A D1.5.3 > Intenral7 I A ❑1.5.4 a Data tra n5 m is lion frequency? I A ❑1.5.5 Can reconfiguration be done in a hatch process? 1 A 01-5-6 Can reconfiguration be done in a meter - by. meterapproach7 1 A 01-5-7 Does the AMI Communication device acknowledge the confle change to the Head -End? 1 A D1.5.8 Is the configuration change completed in less than 31) sec round trip for electric device changes? 1 A D1 5.9 In the event of a failure of the re-config command, does theAMl System automatically retry? 1 A 01.5-10 Are the number of retries user se l ecta b le after which the AMI.system will automatically raise an exceptlon7 1 A D1.5.11 Does the AMI System allow for remote configuration of the Electric Meter? 2 A What parameters can be re mutely changed In the meter (not the communication devicej' 01.5.12 a Soft switches? 4 A D1.5-13 n Interval? 4 A 31.5.14 a Data transmission frequency? 4 A D1.5-15 Can reconfiguration be done in a batch process for the electrk meter? 4 A 01.5.16 Can reconfiguration he done in a meter -by- meter approach? 4 A ❑1.5.17 Does the Communication device acknowledge the con fig change in the electric meter to the Head -End? 4 A Is the configuration change completed in less than 30 sec round trip for electric meter Configuration download to a single Ol_5.18 changes? 4 A meter takes between a few seconds to u to 3 rtllnlltes. D1.5.14 In the event of a failure of the re-config command, Does the AMl System re -try? 4 A 01 5 2D Are all configuration change attempts logged wlth failure, successes, reversion and timestamps7 1 A 01.5-21 Does the Head End log changes In configuration of theAMI device? 1 A D1.5-22 ❑aes the Head -End log changas In configuration of the Meter? 1 A D1.5.23 Are failures and re -tries rem rded in the log file? 1 A 01.5.24 Does the Head -End have role based securityto limit access to re•config to the authorized employees? 1 A 01.5.25 IDoes the Head -End manage and schedule batch processes for re-conrie 1 A D1 Tech System 6 Head -End Parc D Technical Requirements 31PLAMI Part D E F Technical Requiremena • Itron 2017 Jun 13.xlsm System Head -End Ref 4 01.5-26 Requirement Description Do the batch processes For mronfiguratic n prevnt interference with reading e collections? 1 Res, A & version DI-fi.l Can the AMI System 'PI ng' an electric meter to determine its ability to communicate on the network? 1 A D1-5.2 Can the AMI System obtain an on -demand read from the electric meter? 1 A D1-6.3 Is the latency for an event message from the electric meter to he available in the M D M less than 30 ser? 1 A 1)1-7.1 Does the AMI System support distributed energy rescurces7 1 A 0172 Does the AMI System have and capability to support the management GI these resources? 1 A D1.7.3 Are distributed energy resources analytics provided as part ol'the solution? 3 A We plan to provide DER analytics in future re l ea 5 es. D1.7A Does the AMI System support NET{bi•directionalj Metering? 1 A Are the Following parameters measured for net metering applications- D1.7.5 5 Received usage? 1 A Configurable Di.7.6 > Delivered usage? 1 A configurable D1.7.7 > Net usage? 1 A Configurable D1.7.8 a Unit-directional usage? 1 A Configurable D1.7.9 > Received demand? 1 A Configurable 01.7.10 � Delivered demand? 1 A Configurable 01.7.11 > Net demand? 1 H Configurable 01.7.12 > uni-directional demand? 1 0 Configurable Does the AMI System allow REMOTE upgrade of the fi rmwa re to devices in the network- D1.8.1 n Electric AMI Communication Module? 1 A D1.8.2 > Electric Meter? 1 A 01.8 3 n Data cc l l ecto r/Repeater? 1 A D1.8.4 Can the AMI System upgrade all the firmware of one type in less than 3 days? 3 A 01.8.5 Is there any period of time where there could be reads missed? 1 ❑ No data is lost D1.8.6 Does the AMI System acknowledge and lag successful and failed firmware update? 1 A D1.8.7 Does the AMI System automatically roll back to previous Firmware in the event of failure? 1 A 01.8.8 lCan the AMI System be manually rolled hack to a previous version If desired? 1 A Dl Tech -System & Head End Part D Technical Requirements 3 LPL AMI Part D E F Technical Requirements - Itron 2017 Jun 13.xlsm System Head End # DescriptionRef Requirement ❑oes the AMI System allow LOCAL upgrade of devices in the network: 01.8.9 n Electric AMI Ca mm u n i cation Module? 1 A D1.8.10 z Electric Meter? 1 A 01.8.11 > Data col Iector/Repeater? 1 A 01.8.12 Are all settings maintained during a firmware upgrade pro cedur0 1 A R1.8.13 Are all firmware upgrade attempts logged with failure, successes, reversion and tlmestamps7 1 A R1.9.1 Does the Head•End monitor the status of the backhaul and collection devices to determine any loss of performance? 1 A R3.9.2 Does the Head -End perform proactive analysis of the network hea€th data to notify a user of a potential Issue? 1 A R1.9.3 Is RF signal strength from the meter monitored? 1 A ❑1 9.4 Can the Head -End remotely reboot a communication device? 1 A ❑1 9.5 Does the AMI System allow For meter health parameters to be communicated? 1 A 111.9 5 Does the AMI System have analytics to use tamper data to identify potential theft? 1 A Does the AMI System report each of the following events at the electric meter. 0197 a Blink count? 4 A D1.9.8 aMeter tompe0 1 A D19-9 a Reverse current flow? 1 A D1.9.10 a Network access attempts? 1 A D1.9.11 > Local config changes? 1 A 01.9.12 > Load side voltage detect? 1 A 01.9.13 s Meter Tilt? 1 A 01.9.14 > Temperature? 1 A 01,915 > RF Signal strength? 1 A R3.9.16 Are electric meter events time stamped? 1 A D3.9.17 Is the latency for an event message from the electric meter to be available in the Head- End less than 30 sec? 1 A R3.9.18 Does the }lead End store the meter health data fora period of 2 years? 3 C 13 months standard; longer term available 01.9,19 Is the meter health data passed to the M0M7 1 A O1-9.24 Does the Head -End do load profiling to find unauthorized usage? 1 A Load profile data Is standard- ❑ptionaI It ron An alyti cs Theft Detection Applicatlon is used to Identify su spi cirrus load profile patterns and meter events that indicate unauthorized usage. DI Tech -System & Head -End Part D Technical Requ rements 3 LPL AMI Part D E FTechn cai Requirements Itron 2017Jun 13 Asm System Head End Ref # Requirement Description Are all of the fallowing Ivad profiles are used? {i e. presence of Ivad s;devoltaSe For Itron's optional Theft Detection O1.9.21 disconnected meter, no usage, excess usage, usage on Inactive accounts, etc.] 1 A application uses all of these attributes 01.9.22 Are the load profiles modifiable? Bythe utllity? 1 A Can the A M I Systems perform remote connect and disconnect je g. for move In/move- 01.10.1 1 A out, or non a ment events] on the electric meter? D1.10.2 Can a disconnect be performed on a meter up to 200 A? 1 A Can a disconnect/reconnect event initiated automatically through an interface such as D1.10.3 1 A M0M or CIS? Does the AM System perform the task in less than 30sec from the inItiatlon untII the D11Da . 1 A actual disconnection/reconnection of power? Does the Head End receive confirmation the action is completed in less than 10 sec D1 1D.5 1 A after the physical disconnect/reconnection of power? Open Way includes securi ty features D1.16.6 Can a disccnnect/reconnact event be initiated as a hatch process? 1 A to prevent unintended mass disconnects. 01,10,7 Can the batch process be scheduled and ad -hoc? 1 A Can the hatch process be set to staggerindividuaI shutoff requestswithin the hatch D1.10.8 1 A over a time period? Can certain rules he put into place tvoverride a disconnect request to prevent hazard Dl 10 9 1 A conditions? (prevent disconnection to hospitals, Iife supports stems, etc } D3. 10. 10 Does the Head -End log disconnect/reconnect events? 1 A DI 10.11 Are failures and re trlas recorded in the log file? 1 A D1,10.12 Does the electric meter have an internal ccnnect/di%ionnact switch? 1 A D1.10.13 can this be opened/closed both locally and remotely? 1 A D1.10.14 Does the electric meter report the state of the disconnect switch to the Head End? 1 A Does the electric meter detect load side voltage when the disconnect is in the open 01.10 15 1 A state? D1 Tech System 6 Head End Part D - Technical Requirements 3 LPL AM Part ❑ E FTechmcaI Requirements Itron 20171un 13 xlsm System Head -End Ref # Requirement Description Vendor Product (Module) aa si evo age is a ermine y continuously monitoring the presence of AC voltage on the load side voltage terminals A request can be sent to She meter to determine the presence of load side voltage. The meter also indicates the presence of load side voltage under the following con ditio ns! • A command has been sent to request the switch to connect and load side voltage is detect ed. • Acommand has been sent to Goes the electric meter automat caly open the switch in the Eve ntthat Ime side request the switch to disconnect and 0110 16 voltage is absent but load side voltagets present le g prevent back feeding)? 1 ❑ afcerdisconnect load side voltage is detected - Once a minute, the meter checks the state of load side voltage, and compares that to the requested state of the switch- If the switch should be connected, and load side voltage is absent, the meter retries the connection. If the switch should be disconnected and load side voltage is present, the metortrleS to disconnect the service Forconnects and disconnects caused by a user request, the number of configured D1.11.1 Does the AM System have a prepay feature? 2 C Pre -pay system Is optional. Does the AMI System provide an interface to CIS/MDM that supports pre -pay 01.11.2 applications? 2 A 01.11.3 Can the AM System allow for delinquent accounts to be a utoma it ically d is co n n acted? 3 A As requested by upstream system ie- , CI51 01.11.4 Does AMI Svsstemmyhave the ability to set context rules for deIinquentaccounLs7 2 C provided by optional pre -pay system ,the 01 Tech -System & Head End Part D -Technical Requirements 3 LPL AMI Part D E F Tech cal Requirements Iron Z017 Jun 13 x sm System Head End # DescriptionRef Requirement Does the AMI System receive a last gasp message from the electric meter/AMl D1 12.1 1 A Communication Device in the event of a power outage? ❑1.12.2 Will the last gasp message he sent for at least 30 sec after the outage occurs? 1 A Is the expected success rate for the last gasp message at least 25% of the electric ❑1 12.3 meters in a large outage? 1 A 01.12.4 Are events prioritized by the magnitude of the outage? 4 A outage alarms are prioritized. 0112.5 Is a restored power message sent? 1 A 01.12.6 Is the success rate of the restore message greater than 95%? 1 A The optional Itron Analytics Outage Detection application will use outage DI 12.7 If a restore power is not received from a meter that is suspected to be restored, does and restoration notifications, two the A M I System automatically ping that met erg 1 way pining and the connected grid hiera rchyto determine the outage state of a meter The optional Outage Detection DI 12 9 Does the A M I System have the ability to detect nested outages? 3 C application can detect nested outs es. The 0 M 5 interface from our Outage Detection application will push 01.12 9 Is this interface hi-directiona[ to aHow 0 M S to request restoration status of meters? 1 C outage statuses to the OMS Won would be interested in exploring a hi directional enhancement. Itron Analytics has a near real time Ol 12.10 Is a near real-time interface to an MDM system provided? 1 A interface for al arms and two-way communications. Does the Head -End send restoration information to the MDM within 1 minute of D1.12.11 restoration? 1 A D1.12,12 Does the MDM collect and sinre ail outage and restoration events and alarms? 1 A 0112.11 Is an interface to an OMS {ACS v3.2.21 provided? 1 C Optional ❑1,12,14 Is an interface to a customer notification system provided? q C Optional 01,12.15 Is an interface to a GIS system of outage data provided? C Optional 01.13.1 Does the AM System have the ability to monitor and report on the power quality? 2 A Are the following parameters monitored: 01.13.2 7UnderVoltage? 2 A 01,13.3 >Overvoltage? 2 A D1 Tech System 64 Head End Part D Technical Requlremenv 3 01. AMI - Part D E F Technical Requirements - Itron 2017 Tun 13.xlsm System Head End N DescriptionRef Requirement P1.13.4 > Harmonic distortion? 2 Q 1, 13.5 > Under / over frequency ? 2 ❑ 01,13,6 > overt u rrent ? 2 A For details, please refer to the 01.137 Are parameters and threshold configurable by the utility on a per meter has is? 2 A document Open Way Riva CCNTRON Meter Capa hi l ities included In the Supporting Ootumentation- an- =f 3 A Please refer to the Solution Q3.14.1 Does the AMI System support demand response programs? Overview. Does the electric meter have a load limiting feature to manage demand through the 01.14.2 electric meter? 3 A Are there additional demand response hardware reqLoire d/ava I able For demand Q1.14.3 response? 3 A 01.14.4 Describe the operation of the Demand Response System including the ack/nak of Please refer to the Solution participation in an even[ and how the demand s managed? 3 A Overview, ��cc -13.IY� ' 1. -JL .Ll_ ._ r 01-15.1 Do es the AMI System support QA applications? 1 q Please refer to the Solution Overview- Can the AMI System communicate with red oser, toederswitched, Capacitor bank D3.15.2 controllers? 1 A Does the AMI System support voltage optl mizati on a p p Iica do ns including conservation D1.15.3 voltage red uctlon and volt/va r o ptim fixation? 1 A Ql 15.4 Is the analytIcs software to analyze the collected voltage readings provided? 4 C Optional 0115 5 Does the AMI System communicate wlth distributed energy resources such as vehicle Please refer to the Solution charging stations or solar panels? 4 A Overview. of-15-6 Does the AMI System support street light control? 4 A Please refer to the Solution Overview Does the Head E n d/M QM support grouping of electric meters to aid in asset D1-15-7 mana ement, load forecasting and other DM tasks? 1 R Di 17 1 Is the database used to store and manage meter readings at the AMI Head -End non pro p rieta ry, OQBC-cam pl lant and SQL -compliant? 1 A Does your proposed AMI solution prow de standard interfaces (MuItiSpeak 4.0 or I E C 01.17.2 61968.9) which al low an external system to request an On Demand Read, request 1 A historical reads maintained in the database? Q1.17.3 Is the AMI Head -End system interooerabIa with .NET, SOAP and X M L standards? 1 A ❑1 Tech System & Head -End part 0 Techn,ral Requ rements 3 LPL AMI Part 0 E F Technical Requirements Itron 20171un 13.xlsm System Head End H DescriptionRef Requirement Res & Is the Head -End scalable to allow new data structures for future devices on the , version 0117 4 network? 1 A 01-17 5 0ves the Head -End system prevent cross-sitescripting IXSS) attacks or SOL injectlon attacks 7 1 A 01.17.6 Is the Head -End hosted by the supplier? 1 A 01.17.7 Is the Head -End For the AMI System able to be installed on -premise at the utility? 1 A Is the Head -End software able to be installed, hosted, and maintained by the AMI 31.17 8 1 A System provider? ❑1-17.9 Is the fa c i l ity secure, alarmed and maintain the appropriate card fl cation levels? 1 A 01. 17-10 Is ALL the data collected the sole property of the utility? 1 A 01.17-11 WIII the Full data ha se he provided upon the utilities request within 5 business days of the request? 1 A 01.17.12 WIII the Head -End include a firewall, intrusion detection, antl virus, and secure SSH portal access? 1 A Standard high avallability is 01,1713 Is disaster recovery provided? 1 A proposed; if desired, additional levels of disaster recovery are available. D1.17-14 Is a mirror database provided at an alternate hosted location? 1 C 01.17 15 ❑oes the Head -End operate ❑n Microsoft Windows Server 2012 R2 or later? 1 A 01.17.16 ❑oes the Head End -end operate on Microsoft SCLL Server 2012 or later? 1 A 01,17.17 Are all software licenses required, licensed to the utility? 1 Not applicable to the proposed hosted solution - Are the following release management practices followed: D1.17.18 y Previous 2 major releases supported? 1 A D1.17.19 > Elackwards compatible for previous 2 major releases? 1 A 01.17.2O > Major/M�nar release numberIngscheme ? 4 A D1.17.21 > New releases thoroughly tested at scale of min 100,000Iike devices? 1 A 0117.22 > Correct ivnsand patches available to all customers? 1 A P1.17.23 > Known "bug" Ilstfortha Head -End made available? 1 A 01-17,24 Does the Head -End support web services? 1 A 01-17 25 Does the Head -End generate SNMP traps for use byotharsystems7 3 A Supported by IoT ENO 01.17-26 Does the Head End support Multis peak 4.0 and IEEE CiM7 1 A Multi Speak supported. CIM support p armed Will the Head -End provide a minimum of 99.9%uptime Including scheduled Itron's cloud headend, as quoted, 0117.27 maintenance? 1 [ will deliver at least a 99.5% availablllty. D1.17.28 Does the Head -End have data flow control to aid in recovery from a backhauI outage? 1 A ❑1 Tech System & Head -End Part 0 - TechmcaI Requirements 3 LPLAMI Part D E F Techn cal Requirements- ltren 20171un 13 xlsm System Head -End # D1.17-29 DescriptionRef Requirement Is there role -based security for various screens and operations within the Head -End? 1 A D1.17.30 Does the Head -End log and store all related security events? 1 A Does this log include the following information: D1.17.31 � Time of event? 1 A D1.17.32 > Type of event? 1 A 01.17.33 � Success or Failure of aItem pt7 1 A 01.17.34 > Identity of subject? 1 A r 01.19.1 Does the Head -End create reports on the systems' performance daily? 1 A Are the followingstandard rep arts available: 01.18.2 > Meter read status (e.g. meters that may not be reporting)? 1 A D1.18.3 I > Missing reads? 1 A 01.18.4 > Inactive account activity? 1 A 01.18.5 �Zero cons umption? 1 q 01-18.6 a Excessive consumption? 1 A 01-19.7 � New me ter adds? 1 A Di-18.8 a Missing security key? 1 A D1.18.9 ?Tamper? 1 A D1.1S.10 a System status? 1 A 01,18.11 � In home (beyond the meter) leak detection? 1 A 01.18.12 � Constant Consumption? 1 A 01.18.13 > Network Health? 1 A 01.18.14 > Non -numeric Reads? 1 A D1.18.15 > Low Battery? 1 A D1.18.75 > Network redundancy? 1 A DI.18-17 Does your proposed solution'sAMI Head -end provide authorized users with direct attess to the database to create custom reports? Alternatively, does the AM }lead• end provide tools or applications for users to create and export custom reports. The database schema should be provided - 1 C Custom reports are optional 1)1.19.1 Does the AM System provide customers secure access to their usage and other meter data via an easily accessible web based customer portal? 4 C Optional Customer Portal 01 02 Does the consumer portal provide the experience of a seamless extension of the utilities own web site? 4 D 01 19 3 1 Is historlcaI data available to consumers for a period of 2 years? 4 C 01 Tech System & Head End Part 0 - Technical Requi re menC 3 LPL AMI -Part ❑ E FTechnical Requirements Itron 2Q171un 13 xlsm System Head End DescriptionRef ft Requirement Q1.19A Is the data presented in a web page in a easy to use graphical interface? 4 Resp A & Version Q119.5 is the data ex part able In common formats such as pdf, xis, csv? 4 A 01.19.6 does the solution provide integratlon to external data sources such as weather data? 4 A 01.19.7 does the presentment sol ut Ion have a mobile device offering? 4 [ 01.19.8 � is this available on major mobile 05 (e.g. IOS, andriod, google, windows)? 4 A 01.19.9 Can the cons umercreate usage goals and alerts? 4 A [an notifications be configured by the consumer to alert when the consumaris close to 01.19.1Q a goal limit? 4 A Does the AMI System provide ana[ytIts to perform appliance level disaggregation of 01.19,11 usage to provide cons umerccnservation opportunities? 4 u1.19.12 'What other analytiis are provide or available to aid consumers? 4 A ❑1. Tech System 11 Head End Part D - Technical Requirements 3 LPL AMi Part 0 E F Technical Requirements - Itron 2D171un 13 x sm Network and Equipment DescriptionRefill Requirement ■ r Eq a _ t' i?..,+-t.Y.. ad-' .. i:_T17�_ -'W I - _.. .... What backhaul technologies are avaiIable for use with the collectors: D2.1.1 > Cellular? 1 A Cisco CGR 02.1.2 � Ethernet7 1 A Cisco CGR D2.1.3 z W ifi? 4 A Cisco CGR 02.1.4 > WIMAX? 4 A Cisco CGR 02.1.5 aFiberoptic? 1 A Cisco CGR D2.1.6 > Satellite? 4 A Cisco CGR The primary power source for the Cisco Connected Grid Router (CGR) 02.2.1 Are the data collection devlces available with both an AC and Solar operations option? 1 0 Cisco CGR is a 120/240volt power source. A solar powered option is not available at this time. Does the data collection device have a battery to function in the event of power loss 02 Z 2 the device? 1 A Cisco CGR The CGR 1240 Can be deployed with 02.2.3 Does the battery provide Full functionality of the collection device fora period of 24 u to three inte rated modular P g hours? 1 ❑ Cisco CGR battery backup units (Bel Us} to provide up to 12 Amp hours Does the Data Collector have enough memory to hold 30 days of meter readings N/A • To provide greater data safety, 02.2.4 without transferring to the Head -End? 1 Cisco CGR the ClpenWay system stores data only at the meter and the headend. Does the Data Collector IImestamp transmissions received and the receive device id 02.2.5 for further Identification of the path of the data? 1 A Cisco CGR Are the locations for mounting the data collection devices flexible? Can they he installed on: D2.2.6 > Building Roof? 1 A Cisco CGR D2.2.7 > Utility Power Poles? 1 A Cisco CGR 02.2.8 > Street Llghts? 1 A Cisco CGR 02.2.9 > water Towers? 1 A Cisco CGR 02.2.10 > Communication Towers? 1 A Cisco CGR 02.2.11 Are repeaters designed as part of the initial network design {e.g. If additional repeaters are required are they provided at no additional charge]? 1 A Cisco CGR Does the data collector fully operate and without damage over the temperature D2 2 12 range -20 C to +70 C? 1 A Cisco CGR 02 Tech Network and Equ p Part 0 - Technical Re q u l re men is 3 LPL AMI Part D E F Technical Requirements - Itron 2017 Jun 13 xism Network and Equipment Descirlption Priority Vendor Reisp Product (Module) & Version Reference / Comments ❑2-2-13 Does the data collector fully operate and without damage over the humidity range 0% The CGR has a humidity range of 0 to 100% non -condensing? 1 B Cisco CGR to 95% n o n con den sing D2.2.14 Are the data collection devices protected From surge and lighting strikes] 1 A Cisco CGR D2.2.15 Are the data collection devices protected from dust and dirt intrusion? 1 A Cisco CGR D2.2-16 Are the data collection devices protected From rain and blowing rain intrusion? 1 A Cisco CGR 02.217 Are the data collection devices have a IP 66 or better rating? 1 A Cisco CGR The CGR 1240 has been tested for D2 2-18 Are the Data Collection Devices rated for 120 MPH w.nd Ioa&7 1 6 Cisco CGR wind speed of 100 MPH (160 KMPHj. D2.2.19 Does the collector have a local login to maintain the device? 2 A Cisco CGR D2.2.20 Does the device have a role based security login? 1 A Cisco CGR D2.2.21 Is the password managed bythe Head -End? 1 A Cisco CGR Is there a Io ckout for a confl gura b le period of tl me upon too many failed Ingin D2 2.22 attempts? 1 A Cisco CGR 02-2 23 Does the device have a door switch to detect someone gaining access to the device? 1 A Cisco CGR D2.2.24 00as the Head-fnd log invalid Iogln attempts? 1 A Cisco CGR 023.1 u � - Does every AMI Communication device 0n the network have a unique identifier and is DpenWay Riva CENTRON individually addressable? 1 A snglephase The DpenWay CENTRDN metering p latfa rm is in its fourth generation of design, and has same aF the Is the annualized failure rate of the AMI communication device less than 0 5es per DpenWay Riva CENTRDN lowest Failure rates in the Industry- 02 3 2 yearl 1 0 sin Ie base li p Itron's can tin u0Usly monitored and published failure rates for solid- state electricity meters are less than 0 5% per year for single phase and 0.75% per year for polyphase- 02.3.3 Does the Electric AM.I Communication device self registerthe electric meter with the OpenWay Riva CENTRDN ANII network upon power up and installation? 1 A singiephase Does a ElectricAMI Communication Device self register in the network in less than 1 OpenWay Riva CENTRDN 02.3.4 hour? 1 A singiephase 62-3 5 Does the AM Communication Device collect data from the residential electric meters DpenWay Riva CENTRDN collect data at 15 min intervals7 1 A sin ie ha5e D2.3.6 Is the interval data time stamped? 1 A OpenWay Riva CENTRDN singiephase Are the following data types collected and transmitted fora residential electric meter_ D2 Tech Network and Equip Part O- Technical Requirements 3 I-PtAMI part b E F Technical Requirements Itrvn 2017 Jun 13.xl5m Network and Equipment 023.7 kWh delivered Idown to I Wh resolution(? I A OpenWay Riva CENTRON� j singlephase 11 02.3.8 kWh received {down to I Wh resolution}? 1 q QpenWay Riva CENTRON 023.9 a kWh net (down to 1 Wh resolution)? 1 A OpenWay Riva CENTRON singlephase 02 3.10 n kWh unit -directional Idown to 1 Wh resolution)? I A OpenWay Riva CENTRON singlephase 02.3.11 > kW max delivered Idown to 1 W resolutlon)7 I A OpenWay Riva CENTRON singlephase 02 A 12 > kw max received {down to 1 W resolution}? I A OpenWay Riva CENTRON singlephase Q2.3.13 > kw max net Idown to 1 W resolution)? I B OpenWay Riva CENTRON Available q4, 2017 singlephase 02-3.14 > kW muni directional [down to 1 w re I R Open Way Riva CENTRONax Availa6 a Q4, 2017 singlephase 02 3.15 - WAR max delivered (down to 1 W resolution)? 1 A 0penwayRiva CENTRON singlephase 02.3.16 > kVAR max received Idown to I W resolution)7 1 A OpenWay Riva CENTRON singlephase 02.3.17 � WAR max net Idown to 1 w resolution)? 1 p OpenWay Riva CENTRON singlephase This feature is roadmapped for b2 3.18 a WAR max urn directional Idown to 1 w resa,utionl7 1 6 OpenWay Riva CENTRON development It can be added to singlephase meters through firmware upgrade ante available. 02.3.19 a Volts instantaneous (by phase, down to 0 1 volt resolution(? 1 A OpenWay Riva CENTRON singlephase 02 3 20 > Volts average Iby phase, down to 0 1 volt resolution)? I A CpenWay Riva CENTRON sin le hase 02 A 21 > Volts M I n (by phase, down to 0.1 volt resolution)] 1 A OpenWay Riva CENTRON singlephase Q2.3.22 n Volts Max (by phase, down to 0A volt resolution)? 1 A OpenWay Riva CENTRON sinle hase OZ,3.23 a kVAh delivered (down [0 1 VAh resolution}? ; A` OpenWay Riva CENTRON singlephase 02 3 24 a kVAh received {dawn to I VAh resolution(? 1 A OpenWay Riva CENTRON singlephase 02 Tech Network and Equip part D - Technical Requirement 3 LPL AM, Part 13 E FTe chnicaI Requirements - Itron 20171un 13 As Network and Equ In me nt Ref 4 Requirement Description The OpenWay Rlva CENTRON meters are programmable to support up to 12 energy registers The Following energy registers are available in singlephase and polyphase meters: • Watt hours �Wh): delivered, D2 125 kVAh lagging (down to 1 VAh resolution)? 1 D OpenWay Rlva CENTRON received, unidirectional, net singlephase • Volt-ampere hours JVAhj: delivered, received, net • Volt-ampere reactive {VARhj! delivered, received, net, Q1, ❑2, 43, 44 VA lagging can be calculated at the headend D2 3.26 > kVAh leading (down to 1 VAh resolution)? 1 D OpenWay Riva CENTRON See response to 0 2.3 25. singlephase OpenWay Riva CENTRON meters 02.3.27 > Frequency (by phase, dawn to D 1 Hz resolution)? 1 ❑ OpenWay Riva CENTRON support total instantaneous singlephase Frequency Per phase frequency is not supported. Itrvn has roadmapped outage D2 1213 Outage taunt? 1 EI OpenWay Riva CENTRON counters For the meters Outage singlephase counts are available at the Head End, D2 3.29 > Outage duration? 1 D Open Way Riva CENTRON Outage duration is calculated at the singlephase headend ❑2-3-30 noes the AMI Communication Device collect data from the Commercial and Industrial OpenWay Riva CENTRON electric meter collect data at 15 min intervals? 1 A polyphase OL331 Is the Interval data time stamped? 1 A OpenWay Riva CENTRON polyphase Are the Fallowing data types collected and transmitted fora commercial electric meter. D2.3.32 a kWh delivered (down to 1 Wh resolution)? 1 A OpenWay Riva CENTRON polyphase 02.3.33 > kWh received (down to 1 Wh resolution)? 3 A OpenWay Riva CENTRON polyphase ❑2-3 34 > kWh net (down to 1 wh resolution)7 1 A OpenWay Riva CENTRON polyphase D2 Tech Network and Equip Part 0 - Tech ni cal Requirements 3 LPL AMI Part A E F Technical Requirements Itron 2D171un 13 xlsm Network and Equipment # DescriptionRef Requirement 132.3.35 � kWh unl-directional (down to 1 Wh resolution)? 1 A OpenWay Riva CENTRON polyphase D2.3 36 > kW max delivered (down to 1 W resolution)? 1 A OpenWay Riva CENTRON polyphase D2.3.37 > kW max received (down to 1 W resolution)? 1 A OpenWay Riva 0 a kw max net (down to 1 w resolution)? 1 9 Open Way Riva CENTRON233R Available QA, 2017 polyphase 02.3.39 > kW max unidirectional dawn to 1 W resolution)? ( } 1 e OpenWay Riva CENTRON Available 44, 2017 polyphase 02.3.40 > WAR max delivered (down to 1 W resolution)? 1 A OpenWay Riva CENTRON polyphase D2 3 41 � WAR max received (down to 1 W resolution)? 1 A OpenWay Riva CENTRON polyphase D2.3.42 > kVAR max net (down to 1 W resolution)? 1 A OpenWay Riva CENTRON polyphase This Feature is roadmapped for D2.3.43 > WAR max uni-directional (down to I W resolution)? 1 R ❑pen Way Riva CENTRON development. It can be added to polyphase meters through firmware upgrade once available 13 3.44 > Volts instantaneous (by phase, down to 0 1 volt resolution[? 1 A OpenWay Rlva CEN7110N polyphase 02.3.45 5 Volts average (by phase, down to 0.1 volt resolution[? 1 A OpenWay Riva CENTRON polyphase D2.3.46 > Volts Min [by phase, down to 0.1 volt resolution)? 1 A OpenWay Riva CENTRON polyphase ❑Z3.47 > Volts Max (by phase, down to 0.1 volt resolution)? 1 A OpenWay Riva CENTRON polyphase > kVAh delivered (dawn to 1 VAh resolution)? 1AOpenWay Riva CENTRON❑I t phase 7 kVAh received (down to 1 VAh resolution}? 1AOpenWay Riva CENTRON polyphase D2 Tech Network and Equip Fart D - Technical Requirements 3 LPL AM Part D E F Technical Requirements -'tron 2017Jun 13 Asm Network and Equipment Ref 4 Requirement Descriptitin Priority Vendor Product (Module) Refeirence / Comments The OpenWay Riva CENTRON meters are programmable to supp aft up to 12 energy regl Ste rs The following energy reg lsters are available in singlephase and polyphase meters' • Watt hours (Wh): delivered, 02 3 SQ kVAh lagging (down [0 1 VAh resolution)?1 O OpenWay Riva CENTRON received, unldire[tivnal, net ' Volt-ampere hours (VAh(: polyphase delivered, received, net • Volt ampere reactive IVAAh}: delivered, received, net, Q1. Q2, Q3, QA VA lead and lag as well as VAR lead and lag can be calculated at the headend- D2 3.51 > kVAh leading (down to 1 VAh resolution)? 1 A OpenWay Rlva CENTRON See response to 02 3.50 polyphase 02.3.52 > WA demand max delivered (down to 1 VA resolutionl? 1 A OpenWay Riva CENTRON polyphase D2-3-53 > kVA demand max received (down to 1 VA resolution)? 1 A Open Way Riva CENTRON polyphase D2.3-54 a kVARh delivered (down to 1VARh resolution)7 1 A OpenWay Riva CENTRON polyphase D2.3.55 a kVARh received (down to 1VARh resolution)? 1 A OpenWay Riva CENTRON polyphase D2.3.56 a kVARh lagging {down to 1VARh resolution}? 1 O OpenWay Riva CENTRON See response to 02.3.50 polyphase 02.3.57 > kVARh lead ng {down to iVARh resolution)? 1 D OpenWay Riva CENTRON See response to D2.3-SD polyphase OpenWay Rlva CENTRON meters 02.3.58 > Frequency jhy phase, dawn to 01 Hz resolution)? 1 D OpenWay Riva CENTRON support total instantaneous polyphase frequency Perphasefrequency s not supported limn has roadmapped outage D2.3 59 5 Outage count '+/ 0.5 sec? 1 g OpenWay Riva CENTRON counters for the meters. Outage polyphase counts are available at the Head End, 02 3 60 > Outage duration? 1 0 0penWay Riva CENTRON 1 ❑utage duration is calculated at the polyphase headend. 02 Tech Netwvrkand Equip Part D - Technical Requirements 3 LPL AMI Pan D E FTech nica Requi reme n Ls It ron 2017 Jun 13 xlsm Network and Equipment # DescriptionRef Requirement Vendor Product (Module) D2.3.61 a Power Factor? 1 A OpenWay Riva CENTRON polyphase D2-3-62 Does the AMI Communication Device perform an electric transmission function at DpenWay Riva CENTRON least 4 times per day? 1 A single and polyphase 02-3-63 Does the electric meter support remote Firmware upgrades? 1 q DpenWay Riva CENTRON single and polyphase D2.3.64 Does the AMl communication module sir art remote firmware u pp pgrades7 1 A OpenWay Riva CENTRON single and polyphase D23-65 Does the electric meter and ccmms module provide ack/nak of the Firmware DpenWay Riva CENTRON upgrade? 1 A single and polyphase D2 166 Does the electric meter and comms module revert to previous version upon a failure DpenWay Riva CENTRON of the update? 1 A single and polyphase D2.3.67 Is loss of data prevented within the electric meter when a remote fi rm wa re operation DpenWay Riva CENTRON ks performed? 1 A single and polyphase D2-3-68 a Port Number? 1 N/A Deleted perAddendum 2 D2-3-69 Does the AMI Communication Device fully operate and without damage aver the DpenWay Riva CENTRON temperature range 20 Cto+70C? 1 A single and polyphase D2.3 70 Does the AMI Communication Device fully operate and without damage over the 1 DpenWay Riva CENTRON Humidity; 0%to 95%non- humidity range 04 to 100%non-condensing? D single and polyphase condensing D2 3 71 Will the AMl Communication Device operate irk direct sunlight without degradation DpenWay Riva CENTRON life of the product? 1 A single and polyphase 1)2-3-72 Will the electric meter operate in direct sunlight without degradation of the cover DpenWay Riva CENTRON (readability) over the I fe of the electric meter? 1 A single and polyphase D2.3.73 Does the electric meter comply with all FCC standards related to this equipment DpenWay Riva CENTRON including but not limited to FCC class 8 emissions standard? 1 A single and polyphase D2 3 74 Is the electric meter ULlisted and complywith UL2735 standard [Electrical safety of DpenWay Riva CENTRON electric utility electric meters]? 1 A single and polyphase D2 Tech Network and Equ,p part 0 • Technical Requirements 3 LPL AMI Park b E F Technical Requirements - Aron 2017 Jun 13 xlsm Network and Equ pm ant Description 02 3-75 Does the electric meter contain a secure certificate to he verified by the Head -End OpenWay Riva CENTRON that the electric meter can be installed upon the network? 1 A single and polyphase 02 3.76 Does the electric meter contain encryption of at least AES-2567 1 B OpenWay Riva CENTRON AES-128 currently supported. AES- 256 for Application Layer securlty Is single and polyphase in product plan D23.77 Is the encryption protocol in the el actr•c meter upgradable overtime? 4 A Open Way Riva CENTR0N single and polyphase Handheld devices are not required D2.4.1 Does your proposed A M I solution prorrda handheld devices for the installation of endpoint devices? 1 N/A to install OpeaWaV CENTRON 02.4.2 Can a ping event of the meter be initiated by a field tool? 3 A OpenWay Riva CENTRON single and polyphase 02.4.3 Can the meter be tested locally for the disconnect switch status? 1 A OpenWay Riva CENTRON single and polyphase r 02.5.1 - Is the minimum projected life span of the electric meter at least 10 years? 1 A Open Way Riva CENTRON OpenWay Riva CC NTR ON meters are single and polyphase designed for a life of > 20 years. 02 5.2 Is the warrantyfor the electric meter at least 3 years 1 A Open Way Riva CENTRON single and polyphase ❑2-5-3 Does the electric meter have a local test mode? 1 A OpenWay Riva CENTRON single and polyphase The OpenWay CENTRON metering platform is in its fourth generat•on of design, and has some of the b2 5 A is the annual+red (allure rate of the electric meter less than fl 591 per year? 1 0 ❑penway Riva CENTRON lowest failure rates in the industry. ltran's continuously monitored and single and polyphase published failure rates for solid state electricity meters are less than OS% per year for single phase and ❑ 75%per year for polyphase D2.5.5 Does the electric meter have a 10second of reserve power to perform a Iast gasp OpenWay Riva CENTRON functionT 1 A single and polyphase D2 Tech Network and Equip Part 0- Techniea, Requirements 3 LPL AMI part 0 E F Technical Requirements tron 2017Jun 13 xlsm Network and Equ pment it Requirement DescriptionRel 02 5 6 Does the a ectrlc meter comply with ANSI C12 1 jperformancecriterla for electric OpenWay Riva CENTRON meter)? 1 A single and polyphase N/A - Ope n W ay R iva C ENTRO N D2 5 7 Does the electrc meter comp y with ANSI C12 18 {Protocol and opt cal interface)? 1 Open Way Riva CENTRQN meters use Wi-F connectivity for sing a and polyphase local communications in ieu of an ANSI C12 18 optical port D2 5 8 Is The electric meter accurate a+r- 0 5`.4 for cia ss 0 5 el act r.c meters over the life of OpenWay Riva CENTRON the electric meter? z A single and polyphase OpenWay Riva CENTRQN singlephase meters are available a5 Class 0 2% accurate devices for an Q2 5 9 Is the electric meter accurate a+1- 0 27k for class 0 2 electric meters over the life of OpenWay Riva CENTRQN additional fee the electric meter? 4 C single and po yphase QpenWay Riva CENTRQN polyphase meters are C ass 0 2%; accurate devices D2 5 30 floes the electric meter cam plywith ANSI C12 20 (Revenue ale ctrc meter at.uracy OperiWay Riva CENTRQN speofcation)? 1 A single and polyphase Opa-Way CENTRQN Meters are resistant to EMI and meet the ANSI test requirements for EMl As the levels of EMI that a malicious dev ce 02 5 11 Does the electric meter maintain Its calibration under a magnetic field of 4.500 gauss? 1 A OpenWay Rrva CENTRON can generate are far higher than single and polyphase these used in the ANSI EMI test, the ❑panWay CENTRQN residentia meter has the ability to detect presence of a magnet f Magnetic Tamper} 2 ch, 15 man, 356 days of storage What are the data storage Iim is w th1n the electric meters? Can the electric meter OpenWay Riva CENTRQN 4 ch, 15 min, 204 days of storage D2 5 12 perform 4 ch115 m n interval For60day (res) 8 ch/15 min •nterval Far 60 day (C&Ij? 1 A single and polyphase 6 ch, 15 min, 143 days of storage 8 ch. 15 min, 110 days of storage D2 5 73 what are the data storage lim�u with n the electric meters? Can the electric meter ❑pen Way Riva CENTRQN up to 8 channels load profile perform 16 ch., 15 min Interval for 60 day? 4 D sing a and polyphase available 02 Tech Network and Equ p Part D - Technical Requirements 3 LPL A M I Part O E F Technical Requirements Itron 21317Jun 13-xism Network and Equipment # Requirement Description Priority Vendor ProductRef D2 5.14 Does the electric meter support time of use rates ar a[ le ast4 seasons and pricing OpenWay Riva CENTRON tiers? 1 A single and polyphase Itron has roadmapped service limiting and it will he available in the Q4, 2017 release of firmware The system will support Serv.ce Limiting functionality in OpenWay Riva CENTRON meters equipped with a service switch. The Service limiting functionality is programmable to support 4 modes of operation: 0-4 (where D=aff] along with the following configurable parameters• • Default mode of operation D2 5 15 Does the electric meter have a programmable load limiting feature to lima the load OpenWay Riva CENTRON • Which modes to monitor for demand response? 4 R single and polyphase • Threshold val ue • Current Threshold or Demand Threshold • Threshold Limit In units • Period to mon i for Thres hol d in minutes, max of 24 hours or 144D minutes • duration of event before triggering a disconnect • Switch Open time • Max number of switches per period D2.5-16 Is the electric meter se Cure IVsea.ed to prevent tampering? 1 OpenWay Riva CENTRON single and polyphase 02 5 17 Does the electric meter have a local display? 1 A OpenWay Riva CENTRON single and polyphase Does the electric meter locally annunciate the following paraelectric meters? electric D2-5.18 meter mode, Voltage Phase, Energydel ivered, Energy Received, Net active energy, 1 A OpenWay Riva CENTRON Direction of energy flow, TOu rate, Communication with network status. single and polyphase 02 Tech Network and Equip Part 6 - Tech n+cal Requirements 3 LPL AM Part 0 E F Technical Requirements tron 2o17Jun 13 xlsm Network and Equipment 62 Tech -Network and Equip Part E Insto lation Requirements 3 LPL AMI Part D E F Technical Requirements Itron 2017 Jun 13.xlsm # E3. DescriptionRef Requirement installation Will the Installation Contractor provide installation of approx 114,000 AMI enabled E3.11 electric meters? 1 A Itro. installation services Is pricing provided ,n the proposal to provide a corplete deployment timeline of 1 E3.1-2 years From the project kick ❑ff? 1 A Itron installation services Is pricing provided In the proposal to provide a complete deployment tlmaIine of 2 E3.1.3 years from the project kick off? 1 A Itron installation services To minimize casts, Itron has Is pricing provided in the proposal to provide a complete deployment in an alternative proposed a 12 month project but we E3 1.0. timeline from the project kick off? 1 A Itron installation services are open to alternative schedules if preferred bythe City. E3.1.5 Does the proposal cover Installation of xx residential electric meters? 1 A Itron installation services E3 1.6 Does the proposal cover installation of xx commercial electric meters? 1 A Itron Installation services Street Address information on meter locations provide in bid package (GPS We have based our bid on the E3-1.7 1 A Itron installation services Coordinates not available)? information provided with the RFP Will the installation contractor squire and maintain all permits and their associated E3.I.8 Costs required to da the work? 1 A Itron installation services Itron plans to subcontract meter and E3 1.9 Will any of the work be subcontracted? 1 A Itron Installation services module installation services to Compass Metering Services. Will the Installation contractor provide the utility the right to approve the use of each Itron will consult with LPL regarding E3.1.10 1 A Itron installation services the preferred subcontractor to sub contractors? perform Installation work E3.1.11 What specific job function of the project will he subcontracted? 1 A Itron installation services Field installation work. MF E3 Installation Part E - Installation Requirements 3 LPL AMI - Part D E FTechnical Requirements - Itron 2017 Jun 13.xlsm Itron has managed and installed major systems with great success using the Itron Advantage methodology described above Itron has delivered automated metering projects to hundreds of utilities and municipalities. Of our many customers, we can highlight several North American utility deployments of our AM system: OTE Energy, 1.800,000 endpoints Duquesne Light Company, 600,000 E3.2.1 Has the installation contractor performed at least 3 projects of water and electric ami endpoints installation of more than 50,000 end ❑Ints each? p 1 A Itron installation services Texas New Mexico Power 100.000 endpoint5 Philadelphia Water Department 450,000 endpoints — the project was completed 6 months early; Cl ty o F Ha u st o n, 450,000 end po i n ts, Clevejand Water Division, with 425,000 endpoints, City aFOttawa, with 23a,000 endpoints; and City of Baltimore, with 400,000 endpoints E3.3.1 Does the Installation service coverstandard wage? Pere Is no prevailing wage 1 requirement} A Iron Installation services E3.3.2 Are installation personal certified for installation of the selected vendor technology? 1 A Itron installation services E333 Will the installation crews be trained In InstaIIatlon procedures, and safety? 1 A Itron in5tallation services E3.3.4 Will standard hiring practices be followed with background checks drug testing, etc 1 A Itron installation services E3.3.5 WIII pre gone I be compared to the clty "do not hire" list? 1 A Itron installation services E33.5 Will local personnel be hired for the crews? 1 A Itron installation services E3 Installation Part E - Installation Requirements 3 LPL AMI - Part D E F Technical Requirements - Itron 2i117 Jun 13.xlsm E3.4.1 Is an onsite project manager provided? 1 A Itron installation services E3.5.1 The contra ctor will be responsible for disposal of water meters? 1 A Itron installation services W I I I the Installation contractor be responsible for the legal disposal of used electronic E3.5.2 equipment removed from the Field? 1 A ltron Installation services Installation tools including laptops, handhelds to be provided by the installation E3.s.3 contractor? 1 A Itron Installation services Installation contractor is responsible for obtaining, or renting all equipment and tools f3.5.4 neccesary to do the installation work? 1 A Itron installation services WIII all meters and AMI devices be entered in the system with barcode devices to E3.5.5 avoid manual entry of any data? 1 A Itron Installation services E3.5.6 WIII meter Installations performed ❑r[ a route by route basis? 1 A Itron installation services E3-5-7 Does the proposal Include a work order management systems for use by the installation contractors? 1 A I Iron installation services The work order management system E3 5.8 Will the WOM system be interfaced to the utility systems? 1 A Itron installation services will interface with a single utility system, typically the Customer Information System. r. E3.6.1 Will the installation contractor provide a warehouse for Storage of new material? 1 A Itron installation services Will the Installation contract hold removed equlpement in the warehouse for a period E3.6.2 of 90 days for dispute resolution? 1 A Itron installation services Itron Is willing to consider additional storage for an added fee However, E3 5.3 Will the installation contract hold removed equ-pement in the warehouse for a period we typically find that photographs of 18D days For dispute resolution? C Itran Installation services taken at the time of meter installation are sufficient for dispute resolution. E3 6 4 WIII the installation contractor maintain adequet records and organization of removed material to easily locate the equipement in the evental a dispute? 1 A iron installation services E3.7.1 Will the worksite be restored to preexisting condition? 1 A Itron installation services E3. Installation Part E - Installation Requirements 3 LPLAMI - Part b E PTechnicaI Requirements - Itron 2017 Jun 13.xIsm E3.7.2 Will SPScaardinate s be collected to the 10 feet accuracy? 1 A Itmn installation services E3.7.3 Will a standardized Fleet of vehicles be used? 1 A Itron installation services E3.7.4 Will the installation contractor record the final read of the old meter? 1 A ltron installation services E3 7.5 Will the contractor provide crews of at least 2 people? 1 A Itron installation services Itron's prldrig assumes that the City will provide meter lacking rings, Does the proposal cover all installation related consumable supplies such as screws, barrel lock keys, and adaptors that E3.7.Fi 1 C ltron installation services may be necessaryfor the splices, etc.? installation. Itron has included the cons umables that are required specific to our sDl ution. Does the proposal include 4 photos of each meter installatlan to be collected and E3 7.7 1 A Itron installation services stored? Are the old meters verfied with past reading data to confirm the correct assosication E3.7.8 with work order data? 1 A Itron Installation services Wit the installation personnel make multiple (i.e. at least 3) attempts to perform E3.8.1 install if the meter is not rE adily accessabEe? 1 A Itron installation services E3.81 Does the proposal include door hangers for notification of meter change? 1 A ltron installation services E3.8 3 Most meters can be replaced without requiring customer appointments? 1 A Itron installation services Itron will Follow a defined Meter Approx how many are maccesible and need customer appointments? Are these RTU Access Program that includes at E3.8.4 or does contractor handle 1 A Itron installation services least three attempts/methods of contacting customers before RTU. E3 8.5 All other customer communication is handled by the utility? 1 A Itron installation services Itron can provide work in confined E3.9.1 Does the proposal include any coverage of OSHA defined confined space? 1 C Itron installation services spaces for an additional fee on a time and materials basis. E3.9.2 Will the installation crews be trained In installation procedures, and safety? 1 A Itron Installation services E3.9 3 The utility will resolve unsafe conditions found by the Installation contractor? 1 A Itron installation services E3. Installation Part E - Installation Requirements 3 LPL AMI - Part D E F Technical Requirements - Itron 2017 Jun 13.xlsm E3.14.1 WIII quality audits be conducted by the installation contractor? 1 A Itron Installation services Itron performs audits on 1Q0%of the work completed by new hires duringtheir First la days In the field - After that period, we audit 5% of each installer's work E3-10 2 Is a warranty provided on the installation? 1 A Itron Installation services Itron provides a one•year warranty from the date of installation. E3.11.1 Does the proposal include a performance bond? 1 A Itron installation services E3.12 i Doesthe proposal cover all costs associated with the proper installation of all network e uipment? 1 A Itron installation services Make ready work is the responsibility of the utility E3.12.2 Will the worksite he restored to preexisting condition? 1 A ttron installation services E3-12 3 Will G135 coordinates be collected to the 3 meter accuracy? 1 A Itron Installation services E3.12-4 Does the proposal cover all installation related consumable supplies for properly mountin the devices? 1 A Itron installation services E3.12.5 Does the proposal include 8 photos of each installation to be collected and stored? 1 A Itron installation services E3-12.6 Will the contractor provide drawing for engineering for engineered locations? 1 A Itron installation services E3-12.7 Does the proposal include prelnstallation site survey to determin suitability of the location far proper installation oFthe networks - A Itron installation services E3.12.8 Will a pro pogation study be provided? 1 A Itron installation services 1312,9 WHI a propogatlan study he repeated after the site survey process? 1 A Itron installation services a E3.13.1 1. Will the network be optimization while the network is being deployed? 1 A Itron installation services E3.13.2 Are all cost associated with network optimization covered in the proposal? 1 A Itron installation services E3.13-3 If additional network infrastructure is required, are these provided with no additional charge? 1 A Itron installation services E3 Installation Part E - Installation Requ rements 3 LPL AMI Part D E FTechn cal Requirements Itron 2017 Jun 13.xlsm E3.13.9 f the network operates on a licensed frequency, does the proposal include resolution of any frequency interference an the channel? 1 Itron installation services N/A E3.14.1 Will [he Installation Contractor provideinstaIIatIon of approx xx Water AMI Devices and meters? 1 A Itron installation services E3.19,2 Will the Installation Contractor provide IheinstaIIat-ion of approx. yy Water Meter Registers? 1 A Itron installation services E3.143 Will the Installation Contractor provide replacemenit of approx- zzz water meters? 1 A Itron installation services E3.14.4 Does the proposal cover installation of yy residential water AM module meters? 1 A Itron installation services E3 14.5 Does the proposal cover installation of yy commercial water AMI module meters? 1 A Itron installation services E3-14 6 Water meters are -10D% In meter pit locations? 1 A Itron installation services E3.14.7 The contractor is not required to fix broken or damaged meter boxes? 4 A Itron installation services E3.14.8 The contractor is required to replace non composite Ilds with composite repiacementst 1 A irrnn installation ---- --- -- E3. Instal ation Part F Network Run Service 3 LPLAMI - Part 0 E F Technical Requirements - Itron 2017)un 13 xism Ref tl Requirement D'Comments F4. Network Run Services F4.1.1 i 0oasthe service monitor the end -to -end transfer of data? Vendor Product(Module) 1 A Itron Total Outcomes F4-1.2 does the service provide health status of the AMI system? 1 A Itron Total Outcomes F4.1.3 Ares stem re ortwdelivered week) to the utilit ? Y P Y Y 1 C Itron Total Outcomes Monthly reporting is standard. Extra cost for week] F4-1.4 Will a ticketing system be used with severlty levels to priorltlxe events as they occur? 1 A Itron Total Outcomes F4 15 Will the utility be noFied of any problems? 1 A Itron Total Outcomes F4 16 will the utility be notified when the problem is resolved? 1 A Itron Total Outcomes F4.2-1 Does the service cover field repair of the network collectors? 1 A Itron Total Outcomes F4.2.2 Doe the service cover the cost of any on site e9ulpemant required such as a bucket truck? 1 A Itron Total Outcomes F4.2.3 Are any other services packages required ? 1 A Itrun Total Outcomes Assumes CGR support/maintanance agreement F4.2.4 Is the network monitored to identify potential collector failures? 1 A Itron Total Outcomes F4.2 5 Is the routine maintenance of the collect orsincluded In [he proposal? 1 A Itran Total outcomes F4.2.fi if RF performance declines due to new interference, is resolution of these issues included? 1 A Itron Total Outcomes F1:141•['�°.i�i..3-Dili — — _ F43-1 Will the network be optimized based 0n on -going changes in the service territority? 1 A Itron Total Outcomes Assuming mutually agreed process for Chan gas In territory, F4.3.2 Are all cost associated with network optimization covered in the proposal? 1 A Itron Total Outcomes Yes, assuming mutually agreed process for changes in territo - ;F4.3.3 If additional network infrastructure is required, within the original service terrircory are these provided with no additional charge? 1 A itranTo[al Outcomes F4.3.4 If new (previously uncovered area) are required with the proposal cover these new areas? (Cost of network equipment excluded) 1 A Itron Total Outcomes Yes, assuming mutually agreed process for changes in territory. F4.3.5 If the network operates on a licensed Frequency, does the proposal include resolutlon of an frequency interference on [he channel? 1 Itran Total Outcomes N/A F4 Network Run Services Clarifications - outage Management In the event of a large outage, what is the expected success rate of the outage messages, and what is the time for the system to collect all the outage messages? Response: Itron's experience with large scale Outages indicates that 40% of the impacted meters will successfully get their outage messages to the head end within 30 seconds to 15 minutes depending on the extent of the Outage on the distribution and communication network, Based on working with multiple OM5 vendors, 40% reliability for wide scale outage reporting is sufficient for the OMS to infer the impacted area. In the event of an individual or localized outage, what is the expected success rate of the outage messages, and what is the time for the system to collect all the outage messages? Response: For a single outage, the OpenWay Riva CENTRON meter will deliver an outage notification through the IPv6 network to the headend system within one minute or less with 99% success rate. Outage notification for 100 smart meters or fewer will typically be received by the headend in one to three minutes with 95% reliability. Lubbock Power & Light Follow-up Questions Itron 1. Please advise on the exact number of network devices to attain 100% coverage far the overall system and then break down for electricity and water only areas. Response: No additional network devices should be needed to cover the remaining 6 electric meters and 154 water meters. First, we would investigate whether it was merely an issue with the location data or with the geocoding of the data that resulted in these meter locations not being covered. If. after this closer analysis, any of these locations was not covered by the RF mesh, we would recommend OpenWay Riva cellular meters or cellular water modules to provide two-way communication to these locations. 2. Please provide the expected and known % of failures on the OpenWay Electricity Meter disconnect switch. Response: Currently, the annual failure rate for switch failures is 0.0004% per year (a total of 22 meters). This is derived from all OpenWay meters with switches that are presently under warranty which is over 5 million meters. ltron has shipped over 17 million OpenWay meters with switches. The overall switch failure rate since the release of OpenWay meters Is 0 0028%. 3. Provide details on the OpenWay Electricity Meter Inputs for totalization. Response. The OpenWay Riva CENTRON meter does not support pulse inputs. Totalization is supported by Itron's IEE MDM and other meter data management systems. 4. Provide sample business rules for turn-off switch? Examples. life support, solar, ect... Response: As part of the Implementation. Itron consultants will work with LP&L to define and document how LP&L business processes will use the OpenWay Riva system. From our experience. the business rules for the disconnect switches will continue to be managed and filtered in the same system (e.g. the CIS) where they are today for manual disconnects. The OpenWay Riva system will perform the disconnects for the requesting LP&L system. Foifovriip Questions Won Confidential & Proprietary Page LP&L AM RFP1 712 317-EUA August 9 2017 Itron Lubbock Power & Light 5. How does our proposal handle professional service travel expenses? Include estimate for expenses in pricing. Response: On the "AMI Technology" tab, Services priced were $274,450, of which $5,190 are estimated for Travel & Expenses. On the "Installation" tab, Services priced were $233, 550, of which $5,700 are estimated for Travel & Expenses. These are estimates, Itron bills T&E at actual. 6. Will Itron agree to a contract that puts the responsibility and added costs of additional network devices on Itron to achieve all SLA's dealing with coverage and reading percentages Response. Yes, Itron will provide any equipment needed to meet our contracted SLA's. 7. Please provide detail around the expected timing/latency for two way commands like disconnect/ reconnect for the meter with the mesh. 2 hops? 5 hops? 15 hops? Ect. Response: Typical round-trip time for a secure control command such as a remote disconnect I reconnect from the OpenWay Operations Center (OWOC) headend is less than 10 seconds. This takes into account the network latency between ❑WOC and the requesting system (e.g. the CIS). which is typically 1 second each direction. 8. Provide the layers for mesh routing —number of direct meter to CGR and those in the actual mesh? Response. Our analysis predicts that 82,642 electric meters will talk directly to a Connected Grid Router (CGR). 8,367 water meters will talk directly to a CGR. Hops Qty. of Electric Meters Percentage 1 82,642 78, 86% 2 21,748 20.75% 3 389 0.37% 4 13 0.01 % Not Covered 6 0 01 % Total 104,798 100.00% Page 2 ltron Confidential & Proprietary FolloiU-up Questions August 9 2017 LP&L AM] RFP* 7123 17-EUA Lubbock Power & Light ►tron 9. Please provide details for the proposed sites where CGR I range extenders will be installed Response Please see the attached spreadsheet. Follovi-tip Ouestions Itron Confidential & Propnetarf Page 3 LP&L AM RFP# 7123-17 EUf+ August 9 2017 Lubbock Power & Light Network Run Service Questions 1. Is Network Run Service included in your proposal? Response: Yes. 2. Please define what is included in the scope of Network Run Service. !tram Response: Our proposal included the AMI headend hosted by Itron in the cloud and managed, maintained, and operated by Itron Cloud Services, along with Itron maintaining the field network devices. For details. please refer to pages 15-18 of the Solution Overview included with our proposal. 3. is Monitoring, Maintenance and Repair of field equipment included in the service, or simply monitoring? Does this include non -warranty failures? Response: Yes, monitoring, maintenance, and repair of the network field equipment is included in ltron's proposal. This includes non -warranty failures but does not include damage caused by others (e.g., car hits a pole and damages a network device.) Monitoring from the headend, also known as exception management, of the meters and modules is also included, If desired, Itron can also offer field maintenance and replacement of endpoints but this is not included in our proposal at this time. 4. In the event of a network device failure, what is the timeframe for this device to be repaired? Response: Our standard SIA is: - Notification within 2 hours of non -communication - Issue field work order within 24 hours - Complete field work order within 72 hours (3 business days). Itron will then manage the RMA process for the failed device. S. During a network run failure are outage and restoration messages lost? Response: No. Itron's OpenWay Riva network does not store data in the network devices. All data is stored in the headend or in non-volatile memory in the meters and modules. In case of a power outage, the Cisco Connected Grid Routers have eight hours of battery -backup to continue sending messages to the headend. Netviork Run Service Quesirons Itron Confidential & Propr€etary Page 1 _P&L AM RFP# 7123.17-EUA August 11 2017 Lubbock Power & Light Itron 6. Specifically, which network equipment is included in the service? Reams onse: Cisco Connected Grid Routers (CGRs) and OpenWay Riva Routing Nodes (range extenders). 7. How many utility customers are currently enrolled in the Network Run Service? Response: More than 240 utilities in North America, 35 OpenWay customers, and 75 Fixed Network customers use Itron cloud or managed services. Itron currently provides in -field managed services for a number of fixed networks including Connecticut Natural Gas, Southern Connecticut Gas, San Diego Water (City of San Diego, California), and City of Grand Prairie, Texas. Additionally, Itron provides Mobile AMR meter reading services with module investigations for Wilmington Water Department. B. please provide a list of at least 5 reference accounts, names and contact information who are specifically using Network Run Service. Response: Southern Connecticut Gas: James Dutton, JDutton@ctgcoro.com Grand Prairie, Texas Cora Snyder, Csnvder@a,_GPTX.oro San Diego Water: Arwa Sayed, ASayed(cD-sandiego._go_v Wilmington Water Department: Vincent Carroccia, vcarrocciaC6wilmingtonde.gov NeWmi-1% i i si i Service Questions Ilron Confidential & Plolmelary Page 2 LP&L AAAI RFP* 7123--17-EUA August 11 2017 Section 2 - Mandatory Forms LUBBOCK POWER & LIGHT PURCHASING DEPARTMENT ■ 1301 BROADWAY AVENUE LUBBOCK PO M & LIGHT LUBBOCK, TX 79401 REQUEST FOR PROPOSAL Felix Orla Purchasing Manager Electric Utilil its AN EQUAL OPPORTUNITY 7I23-17-EUA TEL: 806,775.2170 FAX: 805775 3829 EMPLOYER EMAIL: fortaC1IVantli.conl TITLE: SUBMITTAL DEADLINE: LP&L Advnneed Meter Infrastruetuue (AM I) Solution June 15, 2017 @ 2.00 P.M. CST MANDATORY PRE PROPOSAL DATE, TIME AN I) LOCATION? Aft y Anyproposerfs rereived ofier the lime mid ruche rixie-delbove, 3, 2017 at 9:00 A.M., LP&L Ilrtserrrent Conference Room A, 1301 i'chrrrrNrss of the mode njAcrfrety, .,'rrrtrr he rr umed unopened- BrorrrllPrr APerrtte, Lrtbbuch-, Texas 79401, _ RESPONDENT NAME: Itron, inc. IF RETURNING AS A "N❑ RL•SPONSE", PLEASE STATE RrASON. MAILING ADDRESS; 21 1 1 N. Molter Road CITY — STATE -- ZIP: LUIIMOCK POWER & LIGHT Rr:Sri WESTHERIOHT TO AC:CE r OR w-M-C I ANY AND Libel's Lake, WA 99019 ALL PRC)POSAI S IN WHOLE OR IN PARI AND WAFVE ANY INI ORMALITY IN IHE y COMPETITIVE PROPOSAI PROCESS. FURTIIL•R, I F&L RESERVCS 111F. RIGHT TO rNI FR Wl O ANY CONTRACT 1)17I AMFI) TO BE IN THE: 111:51 IN I EREST OF LP&L TELEPHONE NO: ann-i435-��s1 IT IS THE IN l l:tv l AND PURPOSE OF LUBROCK POWER & I IGH I THAT 'I HIS REQUEST PLRAIITS comp 'I I'rIVE PROPOSALS. Tl 19 THE OI FLROR'S RLSPONSI111111Y TO ADVISE TIIE I UHBOCK PUWLR & 1 IUHT PURCHASING FAX NO: 866-787-6910 NIANAGER If ANY LANUUAG1i, REQUTREMENTS, Ul-C.. OR AN-)' COMBINATIONS THEREUI•, INADVERTENTLY RESTRIC I S OR LWITS T•HL RUQUIRI:MINA'S MAIM IN THIS RFP TO A SINGE L SOURCE: SUCH NOI IHCA'1 TON MUST BE SUIWITTED IN E-MAIL: Acire @1t1't111.com WRIIINC. AND MUST BE Rt:CI:IVF1] BY THE PURCIASING NIANAGER NO I_.ATER THAN FIVE(1) tIUSINESS DAYS PRIOR '1O t 1TI:A11OVFSUBMIT71'AI DF:ADLINL FEDERAL TAX ID NO. OR SOCIAL SECURITY NO. OFFEROR JiLREDY ACI NOFVLCDGrS I?rClAJyl' Oil AND AGRRPS ITS PROPOSAL IS BASFD ON ANY ADDENDA POSTLLl. An orfice, nr employee of Lubbock Power & light cannot henefit from any cormaci, jot), mxk or service fur the utility of be interested in the sale to Lubbock Powa & Light of any supplies, equipment, mateditI o1 articles purchased Wi11 any officer or employee of Lubbock Power & Light, m nlenthei or Iheiv imtnediate f amity, benefit front the award of this propourl I the above firm?_ - YES x NO IN COMPLIANCE WITH THIS SOLICITATION, THE UNDERSIGNED OFFEROR HAVING EXAMIN[".0 THE l&.QIJ ST I -OR PIIOPOSAI- AND SPECIFICATIONS, AND TIEING FAMILIAR WITH THE CONDITIONS TO Br MI-_T, HEREBY SUBMITS THE FOT LOWING PROPOSAL, TOR FURN1S11INC THE MATERIAL, EQUIPMENT, LABOR AND EVERYTHING NECESSARY FOR PROVIDING TIIF ITEMS LISTED ON THE ATTACIIFD PROPOSAI FORM AND AGRHFS TO DFI.IVFR SAID 171EAMS ATT111-- LOCATIONS AND FOR THE PRICES SET FORTH ON THE PROPOSAL. FORAM. AN INDIVIDUAL AUTHORIZED TO IITND THE COMPANY MUST SIGN THE FOLLOWING SL•CTION FAILURF TO 1•XFCUTF THIS PORTION MAY RESULT IN PROPOSAL. RFJ CT1ON. By my signallnti l Certify [lint this offer- is made withuul prior uacletstandirig, agreement, orcunncclioil with any corpuiation, firm, business entity, ar PC Son Fur bin rinng 11n orfer for the same rr r at cri it l s, sir llpl ies, etl r rip nlca 1, or Set i Cc(s), ar rrl is irl al respects fair and 11't t ll nil t COI l Mi Oil or fratld I ftr[thet algrec Ilxst it Ilu: after is accepted, the Offeror will Cumuy, sell, assign, or uanslet to Lttbhock Power & I -ight ail right, Isle, and interest in and t❑ a I I causes of action it may now or hereafter:tctluire tinder the Anli -hucE I,tsys of the Ullited States acid the St. rle of Texas for price fixing icIAIirig to the pill Titular eoumlotllly(S) or service (s) purchased ut :tcgtikcd by Lubbock Power & Light At Luhtleck Power & Light's discretion, tacit a :osignment shall he made and hecume effective at the Lime Lubbock Pmver & Light tenders final payment to the vendor At,Ihurizud Sign:durc VP Treasul'y Title Robert Farrow June 9. 2017 PrintrType Nat u Dille '1111S FORM N1US7' BF COMPLETED AND RETURNED R'1T11 YOUR RCSPONSE. Page 4 of 75 LP&L Advanced Meter Infrastructure (AMI) Solution LUBBOCK POWER & LIGHT RFP # 7123-17-EUA INSURANCE REQUIREMENT AFFIDAVIT To Be Completed by Offeror And Attached to Proposal Submittal i, the undersigned Offeror, certify that the insurance requirements contained in this proposal document have been reviewed by me with the below identified Insurance Agent/Broker. If I am awarded this contract by LP&L, I will be able to, within ten (10) days after being notified of such award by LP&L, furnish a valid insurance certificate to LP&L meeting all of the requirements defined in this bid/proposal. � t C tractor (Signature) CONTRACTOR'S NAME: ltron, In (Print or Type) CONTRACTOR'S ADDRESS: Name of Agent/Broker: ZAI Lc)n-L r�"'�' Contractor (Print) 2111 N. Molter Road Liberty Lake, WA 99019 Address of Agent/Broker: 1301 Yh Avenue Suite 1900 City/State/zip: Seattle WA 98101 Agent/Broker Telephone Number: ( _206_ } 214 Date: May 31, 2017 NOTE TO CONTRACTOR If the insurance requirement specified above is not met, LP&L has the right to reject this bid/proposal and award the contract to another contractor. If you have any questions concerning these requirements, please contact the Buyer for Lubbock Power & Light at (806) 775-2546. Page 17 of 76 CITY OF LUBBOCK NON -COLLUSION AFFIDAVIT STATE OF TEXAS LUBBOCK COUNTY Robert Farrow being first duly sworn, on his/her oath, says that the bid above submitted is a genuine and not a sham or collusive bid, or made in the interest or on behalf of any person not therein named; and S/he further says that the said bidder has not directly induced or solicited any bidder on the above work or supplies to put in a sham bid, or any other person or corporation to refrain from bidding; and that said bidder has not in any manner sought by collusion to secure to self an advantage over any other bidder or bidders. Itron, Inc. NAME OF FIRM SIGNATURE OF BIDDER VP Treasury TITLE Subscribed and sworn to before me this 9th day of June , 2017 Notary Pu lic in and for the State ofWAw►l�►Tow� residing at NOTE; THIS FORM MUST BE COMPLETED AND INCLUDE❑ I WITH THE BID/PROPOSAL Page 1B of 75 SUSPENSION AND DEBARMENT CERTIFICATION Federal Law (A-102 Common Rule and OMB Circular A-110) prohibits non -Federal entities from contracting with or making sub -awards under covered transactions to parties that are suspended or debarred or whose principals are suspended or debarred. Covered transactions include procurement contracts for goods or services equal to or in excess of $25,000 and all non -procurement transactions (e.g., sub -awards to sub -recipients). Contractors receiving individual awards of $25,000 or more and all sub -recipients must certify that their organization and its principals are not suspended or debarred by a Federal agency. Before an award of $25,000 or more can be made to your firm, you must certify that your organization and its principals are not suspended or debarred by a Federal agency. I, the undersigned agent for the firm named below, certify that neither this firm nor its principals are suspended or debarred by a Federal agency. COMPANY NAME: Itron Inc. Signature of Company Official: Date Signed: June 9.2017 Printed name of company official signing above: Robert Farrow Page I9of75 SOLUTION PROVIDER REFERENCES THE FOLLOWING INFORMATION IS REQUIRED IN ORDER THAT YOUR PROPOSAL MAY BE REVIEWED AND PROPERLY EVALUATED. COMPANY NAME: Itron, Inc. LENGTH OF TIME COMPANY HAS BEEN IN BUSINESS: 39 years BUSINESS ADDRESS: 2111 N. Molter Road Liberty Lake, WA 99019 HOW LONG IN PRESENT LOCATION: 10 years TELEPHONE NUMBER: 800 635-5461 FAX NUMBER: 509 891-3720 TOTAL NUMBER OF CURRENT EMPLOYEES: 6,500 FULL TIME 1,250 PART TIME NUMBER OF EMPLOYEES YOU PLAN TO USE TO SERVICE THIS CONTRACT: 350 LOCAL COMMERCIAL, INDUSTRY AND/OR GOVERNMENTAL REFERENCES THAT YOU HAVE PREVIOUSLY PERFORMED SIMILAR CONTRACT SERVICES FOR: 1. City of Beaumont, TX 801 Main Street, Suite 330 Beaumont, TX 77701 Mr. Jeff Downs, IT Project Manager 409-656-6078 jdowns @ c i.bea u mon t.tx. us 3. City of Grand Prairie, TX Mrs. Cora Snyder, Utility Customer Service Manager 917-237-8218 csnyder@gptx.org 5. Montana Dakota Utilities 400 North 4th Street Bismarck, N D. 58501-4022 Ms. Sheila Kraft 701 221-4381 5heila.Kraft@mdu.com 2. FirstEnergy (multiple locations in Ohio, Pennsylvania, West Virginia, Virginia, Maryland, and New Jersey) Mr. John Ahr, Smart Meter Program Manager 724 244-4095 jahr@firstenergycorp.com 4. City of Houston, TX 2700 Dalton, Houston, TX 77017 Mr. Larry Paquet, AM Analyst 832-395-5208 Iarry.paquet@houstontx.gov 6. Texas -New Mexico Power 4100 International Plaza Fort Worth, TX. 76113 Mr. Bobby Roberts 972 420-4189 Robert-Roberts@tnmp.com Page 51 LIST OF SUBCONTRACTORS The following is a list of all major activities under the Contract, which we propose to subcontract, with the names and addresses of all Subcontractors we propose to employ: NAME AN❑ ADDRESS OF SUBCONTRACTOR ROLE I PHASE PERSONNEL PROPOSED Compass Metering Solutions 1521 Carroll Drive Garland TX 75041 Field Meter/Module Installation Pilot (TBD) and Full Deployment TBD Page 52 ADDENDUM ACKNOWLE0617MENT FORM Proposal Title: AMI Solution Proposal No: 7123-17-EUA PLEASE ACKNOWLEDGE RECEIPT OF ADDENDA FOR THIS RFP BY 51GNING AND DATING BELOW: ADDENDUM NO. 51GNATURE/PRINTED NAME DATE RECEIVED 1 5/5/17 DEAN RETHMANN 2 1 L`�-��-'''•` � 5/15/17 DEAN RETHMANN 3 � 5/26/17 DEAN RETHMANN 4 c>h za_� DEAN RETHMANN 4 revised I� 6/1/17 DEAN BETHMANN Note: Prior to submitting the response to this solicitation, it is the responsibility of the firm submitting a Solution Provider response to confirm if any addenda have been Issued. If such document(s) has been issued, acknowledge receipt by signature and date in section above. Failure to do so may result in being considered non -responsive or result In lowering the rating of a firm's Solution Provider's proposal. Information regarding Addenda issued is available from: Felix Orta, Purchasing Manager Electric Utilities Lubbock Power & Light 1301 Broadway Avenue Lubbock, Texas 79401 Page 52 $2:$7] Itron Knowledge to Shape hbw-Fudure GHDC Component Configuration Lubbock Pwr Light, TX Date 30-May-17 Designer Poulomi Sales Contact: Larry Kratochwill (Electric), EP Type/Technology: OWRIVA, 50OW CGR Locations Todd Miller (Water) ID Itron Name Latitude Longitude CGR_I 1 Cust. 25' Street Lights 33,525763 -101.939575 j CGR_I 2 Cu5t. 25' Street Lights 33.54164 -101.890387 , CGR_1 3 Cu5t. 25' Street Lights 33.569104 101.867227 CGR_1_4 Cu5t. 25' Street Lights 33.572539 -101.955045 1 CGR_1_5 Cust. 25' Street Lights 33.545273 -101.840199 CGR_1_5 Cust. 25' Street Lights 33.527374 -101.929759 CGR 1_7 Cust. 25' Street Lights 33.548813 -101,93973 CGR_1 8 Cu5t. 25' Street Lights 33.577729 -101.860634 ; CGR_1 9 Cu5t. 25' Street Lights 33.619298 101.831472 - CGR_1_10 Cust. 25' Street Lights 33,60326 -101.882158 CGR_1_11 Cust. 25' Street Lights 33.566971 -101.841761 CGR_1_12 Cust. 25' Street Lights 33.534199 -101.859671 CGR_1_13 Cust. 2S' Street Lights 33.562007 -101.950793 CGR_1_14 Cust. 2S' Street Lights 33.556022 -101.859554 CGR_1_15 Cust. 2S' Street Lights 33.545168 -101.922192 CGR 1 16 Cust. 2S' Street Lights 33.519678 -101.881169 Bids are valid for 90 days. 5001 41st St, Lubback, TX 79414, USA 2309 Avenue X, Lubbock, TX 79423, USA 2401-2499 Louisville Ave, Lubbock, TX 79410, USA 5110 29th Dr, Lubbock, TX 79407, USA 7301-7399 Utica Ave, Lubbock, TX 79424, USA 8146-8193 Memphis Ave, Lubbock, TX 79423, USA 340142nd St, Lubbock, TX 79413, USA 2201 Main St, Lubbock, TX 79401, USA 1022-1036 N Slide Rd, Lubbock, TX 79416, USA 270156th St, Lubbock, TX 79413, USA 3401-3459 105th St, Lubbock, TX 79423, USA 1921 E 1st Pl, Lubbock, TX 79403, USA 4513 101st St, Lubbock, TX 79424, USA 4815-4817 10th St, Lubbock, TX 79416, USA 7801 Avenue V, Lubbock, TX 79423, USA 4403 57th St, Lubback, TX 79414, USA 5400-5402 14th St, Lubbock, TX 79416, USA 251-299 Elkhart Ave, Lubbock, TX 79416, USA 2301.2899 Flint Ave, Lubbock, TX 79410, USA 9607 1-27 Frontage, Lubbock, TX 79403, USA 804 E 73rd St, Lubbock, TX 79404, USA 5472-S498 SOth St, Lubbock, TX 79414, USA Santa Fe Dr, Lubbock, TX 79415, USA 1009 Iola Dr, Lubbock, TX 79416, USA 1901-1949 3rd 5t, Lubbock, TX 79415, USA 3801-3837 N Akron Ave, Lubbock, TX 79415, USA 6916 90th St, Lubbock, TX 79424, USA 9801 Elkhart Ave, Lubbock, TX 79424, USA $2:$71 Bids are valid for 90 days 7638 82nd St, Lubbock, TX 79424, USA Norfolk Avenue, Lubbock, TX 79424, USA 8702 13th 5t, Lubbock, TX 79416, USA 6881-6899 TX-114, Lubbock, TX 79416, USA 6520 Hanover St, Lubbock, TX 79416, USA $2:$71 Bids are valid for 90 days. $2:$7) GNOC Component Configuration Lubbock Pwr Light, TX Date 30-May-17 CGR_I_17 Cust. 25' Street Lights 33,556918 -101,918161 CGR_I 18 Cust. 25' Street Lights 33,510454 -101.868127 CGR_1'19 Cust. 25' Street Lights 33,572295 -101,894231 CGR_1-20 Substations 33.567633 -101.91828 CGR 121 Substations 33.527308 -101.913407 CGR 1 22 Cust. 25'Street Lights 33.519988 -101.89649 CGR_1_23 Cust. 25'Street Lights 33.555891 -101.888001 CGR_1_24 Cust. 25' Street Lights 33.58545 -101,964183 CGR _1_25 Cust. 25' Street Lights 33.610208 -101,922272 CGR_1_26 Cust. 25' Street Lights 33.542993 -101,873451 CGR _1_27 Substations 33.498299 -101.888505 CGR_1_28 Cust. 25' Street Lights 33399195 -101,809976 CGR 1 29 Cust, 25' Street Lights 33301907 -101.910371 CGR 1 30 Cust. 25' Street Lights 33.587026 -101,91595 CGR_1_31 Cust, 25' Street Lights 33.523377 -101,863688 CGR _1_32 Cust, 25' Street Lights 33.542349 -101,905214 CCR_1_33 Cust. 25' Street Lights 33.583428 -101.926326 CCR_1 34 Cust. 25' Street Lights 33,595363 -101.935555 CGR 1�35 �1 Cust. 25' Street Lights 33,567946 -101.88124 CGR 36 Cust. 25' Street Lights 33,686153 -101.836539 CGR _1_37 Substations 33.527661 -101.927232 CGR_1_38 Cust. 25' Street Lights 33.548914 -101.930554 CGR_1_39 Cust. 25' Street Lights 33,596339 -101.97054 CGR 140 Cust. 25' Street Lights 33,587079 -101.947483 CGR_1_41 Cust. 25' Street Lights 33,594187 -101.85764 CGR _1_42 Cust. 25' Street Lights 33,637649 -101,873993 C_1 Cust. 25' Street Lights 33.51253 -101.96563 C 2 Cust. 25' Street Lights 33.50505 -101.935757 Bids are valid for 90 days $1$7] GNOC Component Configuration Lubbock Rwr Light, TX Date 30-May-17 C_3 Cust. 25' Street Lights 33.51974 -101.986588 C_4 Cust. 25' Street Lights 33.476137 -101.899518 C_5 Cust. 25' Street Lights 33.583424 -102,009376 C_6 Cust. 25' Street Lights 33.577745 -101.965503 C 7 Cust. 25' Street Lights 33.609506 -101.960998 Bids are valid for 90 days. No Text Nearest Address Frankford Ave, Lubbock, TX 79424, USA 5700-5798 Joliet Ave, Lubbock, TX 79413, USA 2317-2399 28th St, Lubbock, TX 79411, USA 6401-6405 24th St, Lubbock, TX 79407, USA 5300-5398 Ave ❑, Lubbock, TX 79404, USA 7301-7399 Bangor Ave, Lubbock, TX 79424, USA 5798 50th St, Lubbock, TX 79424, USA 2001-2049 TX-114, Lubbock, TX 79401, USA 320.4138 E Stanford St, Lubbock, TX 79403, USA 400-448 N Flint Ave, Lubbock, TX 79415, USA 700-702 30th St, Lubbock, TX 79404, USA 1915.1917 66th St, Lubbock, TX 79412, USA 6178-6202 35th St, Lubbock, TX 79407, USA 4201-4299 Avenue T, Lubbock, TX 79412, USA 5110 54th St, Lubbock, TX 79414, USA 3099 S2nd St, Lubbock, TX 79423, USA $2:$7] Bids are valid for 90 days. 7638 82nd St, Lubbock, TX 79424, USA Norfolk Avenue, Lubbock, TX 79424, USA 8702 13th 5t, Lubbock, TX 79416, USA 6891.6999 TX-114, Lubbock, TX 79416, USA 6520 Hanover St, Lubbock, TX 79416, USA $2:$7] Bids are valid for 90 days. $1$7] Itron Knawledge to Shape }bwhlure GNDC Component Configuration Lubbock Pwr light, Tx Date 30-May-17 ❑esigner Poulomi Sales Contact: Larry Kratochwill (Electric), EP Type/Technology: OWRIVA,50OW Range Extender Locations .odd Miller (Water) ID Itron Name Latitude Longitude RE_1 Cust. 25' Street Lights 33.5153 -101.957 RE_2 25'Installed Pole 33,6273 -101.784 RE_3 Cust. 25' Street Lights 33,6441 -101.839 RE 4 Cust. 25' Street Lights 33.7202 -101.84 8id5 are valid for 90 days Nearest Address 8227-8231 Milwaukee Ave, Lubbock, TX 79424, USA 3106 N Olive Ave, Lubbock, TX 79403, USA 802 E Regis St, Lubbock, TX 79403, USA 10 1- 199 W Jarrell St, Lubbock, Tx 79403, USA 52:$71 Bids are valid for 90 days Y � .t. �Ity of Lubbocx 7 1 X A S TO: PURCHASE: ORI}I-R I I R[)N 1NC PU 13OX 200209 I),n1.1_! S TX 753,20-0209 SHIP IO: Pate - Date - Order Number I 22E04M 000 OP ?21 CITY OF LUBBOCK WNI-ER VE-lI-ITIF5 011FR:'1'I IONS 402 iiUN1CII'Al. DR LUBBOCK K TX 79.101 i til OWl M CITY QF I,( Rnf 1[ h A('[-f 11 \ IN PA. kill.l I1.01 H(A!0lW 1.ni. -ll.,u i] r ,[• rofFurchasing&cemracr 11all :Ig,Clm n Ordered 9 29'2018 Requested 9 28,2t1 E 8 Delivery REQ 52768 I3csc1-ipti011/Suhlriier Item Data Collector - STAIt TVCII - IA 1N,Iterial FreiUht MId I I:indlill, 'I1 ('II-OA -I'mis NI. I It) I'akell BY 7123-17-EUA Ordered Unit Cost UM 11.00 0 6d169A000 FA 11.000 100,0000 EA ] LION YFS Extension Request Date 66,759.00 9/28/2018 1.100,00 9!28 2f118 Total Order - 'I'ltiS purchase order encumbers FLIMIS in 111C atl'10unt of S67,859.0U awarded to Itron Inc of' ❑allas, TX Oil October I , 2U18. The foIiowing is incorporatcd into and made part of this purchase order by reference: 7123-17-EUA from Itron Inc. Dal Ias. TX. Resolution 9 2018-RO194 City of Lubb' ATTEST: Daniel M. Pope, Mayor Retcca Garza, City Seer tar-- Seller and Buyer agree as follows: PURCHASE ORDER TERNIS AND CONDITIONS IMPORTANT: READ CAREFULLY STANDARD TER1NIS AIND CONDITIONS CITY OF LUBBOCK, T\ 1. SELLER TO PACKAGE GOODS. Seller %UI package goods is accordance with good commercial practice Each shipping container shall be clearly and permanently marked as follows (a) Setter's name and address, (b) Cotniglue's wore, address and purchase order or purchase release number and the supply agreement number ifapplicable.(c) Container number and total number of containers, e g box I of a boxes. and (d) the number of the container hearing the packing still. Sella shall bear cost of packaging unless other Ane provided. Goods shaU be suitably packed to secure lowest transportation costs and to conform with requacments of common carriers and any applicable specifications. Buyrrt's count or weight shall be final and conclusive on shipments not accompanied by packing lists 2. SHIPMENT UNDER RESERVATION PRO1119ITED. Sella is not authartted to ship the goods under reservation and eo tender of a bill of lading will operate as a tender o f goods 3. TfrLE A\'D RISK OF LOSS. The tale and risk of loss of the goods shall not pass to Buyer ucrid Buyer actually rmei%esand takes possession of the goads at the point or points of dcb%m 4. NO REPLACE%TNT OF DEFECTIVE TENDER Every reader of deli%cty of goods must full, comply with all provisions of this contract as to time of deb%cn. quality and the like if a tender is made which does cot fully conform. this shall coastaute a breach and Seller shall not have the right to substitute a conforming tender. provided, where the time for performance has cot )et expircd. the Setter may reasonably notify Buser of his intention to cure and may then make a conforming tender within the contria tune but not aften%ard 5. IN'VOiCES d: PAYMENTS a- S e 11 e r shall submit separate m%owes. in duplicate. one each purchase order or puachase release after each delivery. Invoices %ball indicate the purchase older or purchase tcleue cumber and the supply agreement cumber if applicable. ia%oices shall be itemized and transporratwn charges. if any, shall be listed separately A copy of the bill of lading. arid the height %a)bdl ubcn applicable. should be attacked to the invoice Mail To: Accounts Payable. City of Lubbock. P O Bit% 2(00. Lubbock. Tetas t9457. Payment shall not be due until the abo%e instrumetts are submittcl sfier dcl:%m 6. GRATUITIES. The Buyer may, by written notice to the Seiler, cancel this contract without liability to Seller if it is determined by Buyer that gra.'uit�es. in at form of entertainment. gifts or ether, ise. %, crc offered or given lithe Sella. or any agent or representative of the Seller. to any officer cr employee of the City of Lubbock with a view to securing a court= or securing (a%orabLe treatment with respect to the awarding of amending. or the making of any determinations with respect to the performing of such a conflict In the vent this contract is canceled by Buyer pursuint to this ;ro%isicn. Buyer shall be entitled, in addition tc any other rights and remedies. to reco%a or withhold the amount of the cost iccuned b) Sella in pro%tiling such gratuities 7 SPECIAL TOOLS 3 TEST EQUIP'.MNT if the price hated on the face hereof includes the cost of any special tcolm; cc special test equipment fabricated or required b% Seller far the purpose of fillinag this order. such special tooling equipment and any process sheets related tha-o shall become the Fropaty of the Buyer and to the extent feasible shall be identified liar the Sella as such g WARRANTY -PRICE- a. The price to be paid by the Buyer shall be that coniau:cl m Sel:a's bid which Sella warrants to be r i higher than Seller's current process oe orders by Others for Froduas o[the kind And specification covered by this agreement for similar quantaies under simiLv of like conditions and m thads of purchase In the event Seiler breaches this uaaarq, the Fmcs of the items shall be reduce.1 to the Seller's current Frices on order by others. or in the alterrutive Buyer may cancel this contract without liability to Sella for breach or Seller's actual expense b. The Seiler warrants that no person or selling agency bits been empla)ed or reuu_nI to soL•cii or secure this contract upon an agreement or understondaig for commissna percentage. brokerage. or commgent fee excerting bona fide employees of bang fide established commercial or selling agencies maintained by the Seller for the purpose of secwmg business. For IX=h of ,iciatio , of this umT=y the Buyer shall have the right In addition to any other right of rights to creel this contract •aithout liability and to deduct from the coal= FTxe. or o.'haAiu a rccu%er %nFout liability and to deduct from the contract price. or othetu its recover the full account of such commissiom pacal4g:c. tvokerage or contingent fee 9 WARRANTY -PRODUCT Seiler shall not Lma or e%dude ar% ucpited %an.tnt:es and an) wimFt to do so shall tender this ceetract voidable at the option of she Buyer Sella waaants that the goods furnished %ill conform to the specircation, drawings. and descriptions listed in the bid m%aatiom and to the s irple(s) furnished by the Seller. if any In the new of a cooBtct or Lrraeen the specifications. drsaings, and descriptions. the specificmicns shall go%era Neruiilstandmg any po%s,ons contained in the coctracrual agrevneat. the Seller repeaems and warrants forth -free perfermaaee and [wlt-fro result in the processing date and date reared data (including. but not limited to ca!eulatieg. comparing and sequencing) of all hardware. soliv arerd fxru%arc products deli%atd and services provided under this Cornact. end:%idually or in connhirsron as the case guy be from the effeni,e date of this Centrut The obligations contamrd hercIn aply to Fmducts and services provided b) the Seller. iu sub- Sella at an) third party m, ol, ed in the creation or day eloprent of the producs and smicesto be delivered to the City of Lubbock under this Contract Failure to comply with my of the ohlig uioc contained herein may rash in the City of Lubbock s%aAmg itself of say of its rights under the to% and grades this Contract Including. but cot limited to, its right pmaming to termination or deLwh The %aranties owmained herein are separuc and discrete from any other %atrantic specified m this Conran, and are not subject to any disclaimer of %zi, ). implied m egresscd or limamica of the Seller's liabday which nay be specified in this Contract its appendices, its schedules. as arena or an} document ira:crpomed in this Comm by rcro case_ 10 SAFETY WARRA\TY Seller warrants that the pmdw send to the Buyer shall conform to the rani trds promulgated by the U. S- Department of Labor under the Ckcupaional Safety and Health Act of 19-0 In the new the product does nw coafcrm to OSHA standards. Bu)a rav renim the product for correction err replacement at the Seller's expense. In the event Sella Gels to make the appropriate correction uithm a reasonable time. correction made by Buyer will be t the SeL'a's expense 11. NO WARR.A.NTY BY BUYER AGAL\ST LNFRINGE.NtENTS- As part of this coaraa for We Seller agrees to ascertain whethergoods manufactured is accordance uiah the specifications amached to this agreement will give rise to the rghtfid claim of any third powe by wry of iahingemeot of the like. Buyer makes no %wrelary that the prnductiao of goods according to the specification %ill cot She rise to such a claim and is no event shall Buyer be liable to Seiler for indemaificaelca in the event that Sella is sued on the grounds of a6iageaaaent of the Ida If SeUeris of the oFinion rhos an iugmgement cr the hike %ill result. he w ll entity the Buyer to this effect in vmniag wdbie run %edes after the signing of this agreement if Buyerdea not rem, e notice and is nbsequmly held liable for the In6ingeonera or the like. Sella will save Buyer harmless If Sella in good faah ascertains the production of the goods In accordance with the specificmions will result in iofmScraera or the tape, the === shin be null and wid. 12. NON APPROPRIATION. All funds for payment by ibe Coy under this comract arc subject to the ayaiLtbitiry of anamuas appreprialmo fcr this purpose by the Cava la iEe crew of anruppropriaaian o[ Ctsnds by the City Council of the City of Lubbock for the goads or se vim provided under the earn=. the City will terminate the meaacL Witham lamination em3c of other liabilay. on the last day of the then -current fiscal year err uben the appropriation made for the thea-ctmeet )ear for the goods or unites co%ered by this comvact is Went, whichever event occurs fast. If at may time &ads are not appoptuted for the continuance of this corona. eaccellacion shall be accepted by the SeUer on thaty (30) days prior %Tinen notice. but failure to give urh ro'•rc ahn^ Fr n(r^ rCrr' +•1 $^ f:•. _ ^, r•• b• r(,'� lies rr+- I�. i< r rr ,r b-•. r 1 Par rtrr d 13 P.!Glii OF I,"N:( IION Bu%a S:+ah ha%e 1..e r._ r s. ins, ct ty,c g^ _s at Ell= 14 CANCELLATION' Buycr shall hate the right m cancel for defau:t all or any par of the urdeln ered portion of this order if Seller breaches any of the terms hereof me:udmg Aanatics of Sella or if the Seller heicnwex inv,lvem err crsmmitx nit of hanknenrcv \urh riahi of orrrrlluirn i, in addition to and ern in lieu of any other remedies which Buyer may ha,e in laworequity. I5. TFR%BNATION The peiformmceof work under this order may be terminated to whole, or in part by the Buyer in accordance with this provision. Temmatioo of work hereunder shall beeffected by the delivery of the Sella of a "Notice of Termination" specifying the extent to which performance of work under the order is terminated and the date upon which such termination becomes effective Such right or termination is in addition to and act in lieu of the rights of Buyer set forth In Clause 14. herein. 16, FORCE hLVEURE Neither patty shall be held responsible [or lmsc. resulting if the fulflllment of any terms of provisions of this contract is delayed or prneeted by any cause not within the control of the pan) whose pefomance u interfered with, and which by the exorcise of reasonable diligence said parry is unable to prevent 17, ASSIGNMENT-DELFGATiON. No right or interest in this contract shall he assigned or dcicjstica of an) obhgaiioc made by Seiler %%ithoui the upturn permission of the Buyer Any attempted assignment or delegation by Sella shall be wholly void srd totally Ineffecti%e for all Purpose unless made in conformity with this paragraph. 18. WAIVER No claim or right araiog out of a breach of this contract can be d'achargad in whole or in pan by a wai%a or renunciation of the claim or right unless the waiva or renunciation is supported by consideration and is inwriting signed by the aggric, eel party 19. INTERPRETAr1ON•PAR0LE EVIDENCE Thr writing. plus any spectQcitions for bids and performance provided by Buyer in its adaenuement for bids, and any other dacumentir—iderlby Seiler as pan of h,s bid, is Intended by the panics m a final etrreuian of thcu agreement and Intended also as a complete and etclusi%e statement of the mans of then agreement Nherocr a term defined by the L'nifom Commercial Code is used In this agreement. the defmition contained in the Code is to control. 20 APPLICABLE LAW Thu agreement shallbe gi%mc d by the Unif:m Commacwl Cod: NTtermer the term Ucifom Commercial Code" is used. n %hail be construed m meaning the Uniform Commercial Code as adoricd in the State of Texas as effati%e and in force on the date of this agreement. 21 RIGHT TO ASSUItANC'E lkleenner ore party to this contract in good faith hai reason to question the other ram's intent to perform he ma) demand thai the ether Fifty ghc uratal assuranve of bit intent to perform In the Bent that a demand i% nude and no assurance is gi%en within fi, a (5) da%%. the dnnandmg ran) may neat this failure as in antioiritoD repultationefthecootcact. _Z INDESLNIFICATION Seller shall milarinify. keep and u%e harmless the Buyer. its allots, ofr.cu!s and employees. against all injuries. deaths. toss.,Luniges. claims. patent claims. suits, lubditin. judgments, costs and expenses which may m anywiscaccrue against the Buycr inconsequence of the granting of this Contract or which may anyuise result therefrom. %%heha or not n shall be alleged or determined that the act was caused through negligence or omission of the Seller or its rmplo)m. or of the subSella of assignee or its emplo)ces. if any. and the Scller shall, at his oun expense. &;rear, defend and pay all charges of anomgs and all cosu and other expenses arising therefrom of ulctmed in connection than%ith. W. Iran) judgment shall be rendered against the Buyer In an) such action. the Seller shall, at as own eircnses. satisfy and diuharge the same Seller c%ptessly understands and agrees that an;. build required by this contract, or otherwise provided by Sella. shall In no %a) lima the rnfvnsibrlrt) to indetnm(. keep and sa%e harmless and defend the Bu)a as hwon Fro, riled 23 TIME It is hereby exr^rmsly agreed and understocd that time IS of the essence for the paforounce of this contract, and failure by contract to meet the little spcnficaiiors of this aggmment %%ill cause Seiler to be in default of this agreement 24. %ME The Cwy of Lubbock hash) ronfres all bidden that in regard to an) contract emacd Into pursuant to this request. minority and women business enterprises will he afforded equal oppomumties to submit bids in response to this Invitation oral will not be do mminate d against on the grounds of race, color, sex or rutucal origin in coruidcration for an award 25 NOS -ARBITRATION The City cesenes the nght to exercise an; right or remedy to it by law, contract equity, or othauise, including without limitation. the right to seek an) and all (arms of relief an a court of competent jurisdici*n Further, the Ca% shill cot be subject to any arbitration process prier to e%acismg iuunrcurictednghttowck)udicialremedy. The temedies set fonhherein are cumulati%eand cot eutusi%e. and may be eternised concurrently To the extent of any conn:ct he -Cris that Fro, uion and arotha r—tsion area or related to, the dacumcnf. the Fro, umn shall cor.ml :6 RIGHT TO AUDIT At any lime during the term of the canna:. Of thereafter. the Cut). or A duly authorized audit repesentamc of the Ca% or the State of I'mu, at its expense and at reAseable lime. resin es the right to audit Contranols rmor U and becks re:nar: to a!l smwes rro%uled to the City under this Contract. In the e%mj such an audit by the City reseals any mars or overpayments by the City. Camrsctor shall refund the City the full amount of such overpayments unhin shirty (30) elms of such audit finding& or the Ca). at as option. «series ibe nigh: to deduct such &==is owing the City from any payments due Contraror 27, HOUSE BILL 2015 House Bill 2015. signed by the GO%aror oo fume In.. 2013 and cffsai%e cn January 1.:014. autharitrs a peaky to be imposed co a pawn who coea:cu for certain smices umh a gotcmmeraal Beta) aad %he fails to Fropal% classify thev workers This applies to sabccnvaaors as %ell Coctt=ors and aubcawraaors %ho Gil to properly classify indu mduals pafommg work aada A go%eramental Contract will be posalitccl S200 for each iall idual that has been cesehassificl (Team Go%ernment Code Scttwa :155 001) 28 ASSIGNTNG OR SL BI.ETTfNG TItECONTRACT the Corarutor &lull cot assign or subla the cocaraa. or any Fortino of the contract. uithout written consent from the Director of Purchasing and Contract Nlanagmeet. Should consent be gi%m the Ccmrrccor s1sa11 insure the Subeocar-acr or shall pro%-idc peofoo insurance from the Subcowac:or that complies with all cocutct Insurance requcmeets 29 HOUSE BILL 1295 DISCLOSURE OF rNTERESTED PARTIES House Bill 1295. adopted by the Bath Legislature. treated g2:52.908. Texas Go%aemeet Code Section 2252 908 requites a bu ucem emit) entering into eertxn contracts %ode a govanmtotal eraay or state agency to file w dh the goverrameeul entity or aaae agency a disclosure of maaeved panic at the time the b,smess entity submit, the signed contract to Ilse goveramectal emery or state agency instructions for completing Form 1295 arc available at ia;L B31AA dubbcek is — dcpartistenial-webs tea dcr4gMrnts Arc IuIl; te" dal ktatmanoo 30 CONTRACTOR ACIGNOWLEDGES. by supplying any Good& as Senores that the Contractor ha rcai fully understands =d will be in fall compliance with all terms and ceasdaiaes and the descriptive material contained basin and any additional associated documents and Ametdments. The City disclaims any terms laid conditions provided by the Ccnttwor unless agreed upon In %mind by the pultes In the neat of conflict bet. ocis these terms and condatons and any terms and conditions provided by the Contractor. the tams and conditions provided haem shales prevail The termini and ceful:tions provided haem are the final terms agreed upon by the parties, and soy prior cotiMa Lag terms shall be of eo force or effect 31 By accepting this purchue order. the Vendor %eriftes that it does not Boycom Israeland aprees that during Item # optional Item Description Model units Number Unitit Price Proposal Extended Price Notes t Sub Totals Project Cost Breakdown Prime Professional Services Tech-49 Prim^_ and AMi Project Management Tech-50 Network Design/Systern Planning Tech 56 Travel & Living Expenses Professional Services Sub-totai ] S 433,445 $ 433,445 1 $ 22,800 $ 22,800 INCLUDCD in Tech- 1 $ $ 49 not to Exceed 18 on -site visits $ 456,245 yW:e,ImTall- OPTIONAL Project Management for Water AMI 1 $ 220,07D S 220,07n 45 S 220,070 Headend Installation Services Tech-33 Software Installation 1 $ 45,sfl0 $ 45,500 Tech-42 SanS 5ervice5 Disaster Recovery Full System Setup 1 $ 22,750 $ 22,750 Headend Professional Services Sub -total $ 68,250 Network Equipment Tech I Data Collector (Primary or Large) 42 $ 5,869 $ 24(,498 Tech•3 Network Repeater 4 $ 533 $ 2,132 Network Equipment Sub -total $ 248,630 Network Installation Instal]•1 Data Collector Installation 1 $ 275,714 $ 275,714 Network Installation Sub -total $ 275,714 Incremental Network Equipment to Support Water Tech -la OPTIONAL Data Collector tPrimary or Large) IJI]a'r r+ "41P 12 5 6,069 $ 72,828 Tech•6a OPTIONAL Material Freight and Handling Q�(?r jJ tw; t$ 12 $ 100 $ 1,200 Network Equipment Sub -total $ 74,028 Electric Meter with AMI Communication Device Tech-14 Form 1S 240V Class 200 Non -Demand Meter 290 $ 100 $ 29,000 Tech-15 Form 2S 240V Class 200 Non -Demand Meter 91,344 $ 97 $ 6,860,363 Tech-16 Form 25 Meter Base 2 $ 56 $ 113 Tech-17 Form 2S 480V Class 200 Demand Meter 120 $ 97 $ 11,640 Tech-18 Form 3S 480V Class 20 Demand Meter 2 $ 175 $ 3s0 7ech-19 Form 95 486V Class 20 ❑ernand Meter 3,752 5 175 $ 656,600 Sec440 Form inn . ,.. ac ndapkaf 44 .. _.._ Tech-21 Form 9S Meter Base 430 5 150 64,500 Tech-22 Form 12S 486V Class 200 Demand Meter 2,326 $ 175 $ 407,050 Tech-23 Form 16S 480V Class 200 Demand Meter 6,129 $ 175 $ 1,072,575 Tech-24 Form 455 480 V Class 200 Demand Meter 641 $ 175 $ 112,175 -1; �rj L.,=.,+1G.1 to ACC Adapter a, [ Tech-26 Form 455 Meter Base 93 $ 156 $ 14,531 Electric Meter 5uh-total 205,180 $ 11,228,902 Meter Installation with AMI Communication Device Install 9 Install Farm 15 240V C1355 200 Non -Demand Meter 290 $ 18 $ 5,301 Install•10 Install Form 25 240V Class 200 Non -Demand Meter 91,344 $ 17 $ 1,552,848 n5tall•11 Install Form 25 Meter Base 2 5 394 $ 789 lnstall 12 Install Farm 2S 480V Class 200 Demand Meter 120 $ 18 $ 2,194 In5tall•13 Install Form 35 480V Class 20 Demand Meter 2 $ 82 $ 164 Install-14 Install Farm 95 480V Class 20 Demand Meter 3,752 $ 82 $ 308,031 Ins tall•15 install Form IDA to 95 Adapter 49 $ 81 $ 3,961 IrstA' 15 Hm ll Form Or Vrtrr R.,r r7n r ?n4 < lrn r;77 Install-17 Install Form 12S 480V Class 200 Demand Meter 2,326 $ 18 $ 42,529 Install-18 Install Form 16S 480V Class 200 Demand Meter 6,129 $ 44 $ 271,974 Install-19 Install Form 45S 480 V Class 200 Demand Meter 641 $ 82 S 52,625 Install-20 Install Form 35A to 45S Adapter 2 $ 81 $ 262 Install-21 Install Form 45S Meter Base 93 S 394 S 36,675 applied equally over Tech-6 System Discount 1 $ (250,000) $ (250,000) the first 105,180 electric meter installations Meter Installation Sub -total 105,180 S' 21186,814 ' Tech-28 Installation Handheld - S 6,305 $ Quantity to be mutually agreed Other Equipment Sub -total. $- ANTI ,I ommunicatfan 0ev(ce water-2 OPTIONAL AMI Communication Device for i2 Inch meters 48,855 $ 62 $ 3,029,010 Water-2 OPTIONAL AMI Communication Device for 1 inch meters 33,215 $ 62 $ 2,059,330 Water-3 OPTIONAL AMI Communication Device for 1.5 inch meters 999 $ 62 $ 61,938 Water-4 OPTIONAL AMI Communication Device for 2 inch meters 2,227 $ 62 $ 138,074 Water-5 OPTIONAL AMI Communication Device for 3 inch meters 360 $ 62 $ 22,320 Water-6 OPTIONAL AMI Communication Device for 4 inch meters 260 $ 62 $ 9.920 Water-7 OPTIONAL AMI Communication Device for 6 inch meters 51 $ 62 S 3,162 Water-8 OPTIONAL AMI Communication Device for 81nch meters 23 S 62 $ 1,426 Water-9 OPTIONAL AMI Communication Device for 30 inch meters 6 S 62 S 372 -.AMI'Cornr n4 ation'0ev1ce5ub-total. 85,896 ;_ 5 .'. 'S,32S,SA2 Water Meter Register Retrofit Water-14 OPTIONAL is inch 20,000 $ 59 $ 1,182,222 Water-15 OPTIONAL 1 inch 18,000 $ 59 $ 1,064,000 Water-16 OPTIONAL 1.5 inch 500 S 63 $ 31,267 Water-17 OPTIONAL 21nch 1,200 S 63 $ 68,787 Water-18 OPTIONAL 3 inch 200 S 63 $ 12,507 Water-19 OPTIONAL 41nch 80 $ 63 $ 5,003 Water-20 OPTIONAL 61nch 30 $ 63 S 1,876 Water-21 OPTIONAL 8 inch 14 $ 63 S 875 Water-22 OPTIONAL 10 inch 3 S 63 $ 188 °Wafer Meter, Register Retrofit Subtotal Water Meter Replacement ' Water-24 OPTIONAL # inch 28,855 S 94 $ 2,710,126 water-25 OPTIONAL 1 inch 15,215 S 142 $ 2,160,192 Water-26 OPTIONAL 1.5 inch 499 $ 261 $ 130,067 Water-27 OPTIONAL 2 inch 1,127 $ 390 $ 439,480 Water-28 OPTIONAL 3 inch 160 S 1,789 $ 286,169 Water-29 OPTIONAL 4 inch 80 S 2,935 $ 234,782 Water-30 OPTIONAL 6 inch 21 S 4,701 $ 98,727 water-31 OPTIONAL 8 inch 9 $ 6,372 $ 57,349 Water•32 OPTIONAL 10 inch 3 $ 6,248 $ 18,745 ' IIVa er Mefe�:Re in nt Sub=total ^ ' 45 969 rlNater Meter Regeste�Retrafit and lnsi6lliewn of- 'y^'$ffr �'„;t{,ay` l,.•' 4L•- t+ %.p t c '1 k --;� f !'YS "7 y, tiAMt,Communfcatton 0_evlce 4 ,� y waterinstatl-14 OPTIONAL % inch 20,000 $ 28 S 562600 waterinsu11-15 OPTIONAL 1 inch 18,000 $ 28 S 505:340 waterinstatl-16 OPTIONAL 2.5 inch 500 $ 28 $ 14,065 waterinstatl-17 OPTIONAL 21neh 1,100 $ 55 $ 60,060 waterinstatl.18 OPTIONAL 3 inch 200 $ 55 $ 10,920 Watertnstall-19 OPTIONAL 4 inch 80 $ 55 $ 4,368 Waterinstatl-20 OPTIONAL 6 inch 30 $ 55 $ 1,638 Waterinstall-21 OPTIONAL 8 inch 14 $ 55 $ 764 waterinstat1-22 OPTIONAL 10 inch 3 $ 55 $ 164 Water Meter Reglste Retrofit $til>~total927 , , , „ , , , : ,t r• . . • _ . , ,$ t% , , ':1.16Q 919 , Water Meter Replacement and Installation oiAMI J • - `'+.' , Communication Device , Appe•tdix 5 P;,r;,e 3 watertnstall-24 OPTIONAL % inch 28,855 $ 36 $ 1,040,800 watertnstall-25 OPTIONAL 1 inch 15,215 $ 36 $ 548,805 watertnstall-26 OPTIONAL 1.5 inch 499 $ 242 $ 120,583 watertnstall-27 OPTIONAL 2 inch 1,127 $ 242 $ 272,340 Waterinstall•28 OPTIONAL 3 inch 160 $ 443 $ 70,853 watertnstall-29 OPTIONAL 4 inch 80 $ 566 $ 45,309 Watertnstall-30 OPTIONAL 6 inch 21 $ 882 $ 18,515 Waterinstall-31 OPTIONAL 8 inch 9 S 1,319 $ 11,874 Watertnstall•32 OPTIONAL 10 inch 3 $ 2,263 $ 6,788 Wa>er°Meter fieplacementsub-total 45,969 S 2,135,866 Other Equipment OPTIONAL OPT -OUT Electric Meter without Communications Form 2S 240V Class 200 Non -Demand Meter $ 35 OPTIONAL Through the lid External Antenna for use with Water $ 42 endpoint on metal lids Add-1 DFWIBAMR-1QF Black polymer, traffic -rated lid with $ LIDS FOR CARSON OPTIONAL knockout — keyhole, no lock 12 2200 Add-2 OPTIONAL DFWI8AMR-1KF Black polymer, traffic -rated lid with $ 17 LIDS FOR CARSON knockout — keyhole with plastic key lock 2200 Add-3 OPTIONAL DFWI8AMR-16F Black polymer, traffic -rated lid with $ 23 LIDS FOR CARSON knockout — keyhole with brass key lock 2200 Add-4 OPTIONAL DFW1324C-IF Black polymer, traffic -rated lid with $ 44 LIDS FOR EAST knockout — finger hole JORDAN 13 x 24 x 18 Add-5 OPTIONAL DFW1324C-1QF Black polymer, traffic -rated lid with $ 44 LIDS FOR EAST knockout — keyhole, no lock JORDAN 13 x 24 x 18 Add-6 OPTIONAL FW1324C-1KF Black polymer, traffic -rated lid with $ 47 LIDS FOR EAST knockout —keyhole with plastic key lock JORDAN 13 x 24 x 18 Add-7 OPTIONAL DFW1324C-1BF Black polymer, traffic -rated lid with $ LIDS FOR EAST knockout — keyhole with brass key lock 56 JORDAN 13 x 24 x 18 Add-8 REPLACEMENT OPTIONAL DFW1324C•18-BODY $ 103 BOXES OF E11W/DFW1324C- 18" DEPTH C+ther Equipment installation;. .: .. Watednsta[1-35 OPTIONAL Meter pit lid - Installation $3.53 Other Equipment In �aill i(6o iub=total Installation'Professtonal5e_rvicas�' ?r _ `.` `, Install-27 Planning, Mobilization, WOMS Setup, CIS Integration 1 $ 3,125 $ 3,125 =,Installation Professloeal SerWce Su total O;lietlnstallatlon sen lcis ; Install•28 Warehousing $ - $ - INCLUDED Install•29 Photographs (Before and After) $ $ - INCLUDED Install•30 Electric Meter Hold and Retention (90 Days) $ - $ - INCLUDED Install-31 Electric Meter Disposal $ - $ INCLUDED f)tlier In !I aNan 5ub :total . , .. rvfhherWaLerinstallation5ervlces;. -$ Watertnstall4l OPTIONAL Warehousing - $ - INCLUDED waterinstall•42 OPTIONAL Photographs (Before and After) $ - $ - INCLUDED Watefrnstal143 OPTIONAL Water Meter Hold and Retention (90 Days) $ - $ INCLUDED applied equally over Watertnsta1147 OPTIONAL Water Meter disposal 1 $ (250,000) $ (250,000) the first 85,896 water installations �Ot�-ser,l[istalladon5ub•total ... - r ."' ., °:....-".3Q�.` _ .., . ._.. ' ` ~ �, .. �. .3 : ,`(250,000}, Additional Work Fees (as requested by Customer) Waterinst81148 OPTIONAL Water Meter Pit Cleaning Services (if necessary) UP'IIUNAL Drilling of pit lids (cast iron of (onurlc only) TBD -1011 �1pr,endix I tr�!"'�x'it;enhaf �. Pt�.Cn�t,try' F��ilr: Install-38 Residential Hourly T&M Rate for Out of S[ape Work $ 219 $ lm*all•39 Commercial Hourly T&M Rate for Out of Scope Work $ 238 $ _ SAT Residential Installation Technician Fee - Traveler Install 40 (balty] S 930 $ Install 41 SAT C&I Installation Tethntcian Fee • Traveler (Oa11y) S 930 S Adder per Residential Account Requiring install 42 S $ Appointment Adder per Residential Electric Meter Requiring In5tall.43 Programming 5 9a 5 Additional Work Fees Sub -total S Annual Cnst fl reakdown Annual Network Costs Tech-60 Backhaul Annual Cost Annual Network Sub -total Annual Headend Costs Tech GS Hosting Fee 7ech•66 Cloud Services Disaster Recovery Full System Annual Headend Sub -total Annual Water Endpoint Costs Water-4I OPTIONAL Annual Software as a Service increase for water Water-47 OPTIONAL Network Run Service increase for water Annual Water Endpoint Sub -total Network Run Service Naas-s Network Performance Monitoring Other Installation Sub -total 1 $ 15,120 S 15,120 1 $ 231,GG2 $ 231,6tr2 1 $ 52.624 $ 52,624 1 S 140,042 $ 1-10,042 1 $ 3,168 $ 3,168 1 $ 143,833 $ 1.13,833 $ 15,120 $ 284,285 $ 143,210 $ 143,833 Invoice scltedule: Notes Invoicinr- hold hacks: Itron will hold back 5°iI on smoiccs of Equipment and Profcssional Services during the initial System Validation Phasc, The hold bucks will be invoiced at the acceptance milestone for [hill phase. During Protiuction roll out, Itron will hold back 5% on invoices of meter installatiofl fees (LIP to 10 5,18 0 cicctric meter installations and up to 85,896 -rater instaI[at ioil ti). The hold backs will be invoiced at the final system acceptance milestone. SN'stelll discount: Tile system dlScount (Tech-6) will be applied equally over the first 105.180 electric meter installations. Water order disposal credit: The water meter disposal credit (Waterinsta11-47) NviII be applied eiLlu,111y over the first 85,896 water installations. Fces for goods and semces provided by this Agreement shall be invoiced as follows. unlessZ4 otherwise provided in the agreement; Marta Alvarez From: Aubrey Spear Sent: Thursday, September 27, 2018 11:54 AM To: Marta Alvarez Subject: E-1 - Requisition Created- ITRON Water AMI Project Ma rta, We have created the requisition # 52768 for the ITRON Water AMI data collectors for a total amount of $67,859. It came tome for approval. I have approved it. I think we inserted Felix as the buyer. If this is incorrect, please change. Also, we used a water meter account. It would not take the new CIP # 92583 —Water AMI. We now have the new CIP #92583. It can replace the temporary one in Energov. Aubrey Aubrey A. Spear, P.E. Director of Water Utilities City of Lubbock 806.775.2585 aspear@mylubbock.us '. City of Lubbock rExas TO PURCHASE ORDER ITRON INC PO BOX 200209 DALLAS TX 75320-0209 SHIP TO: Page - 1 Date - 1 /22/2019 Order Number 22104435 000 OP 311 CITY OF LUBBOCK WATER UTILITIES OPERATIONS 402 MUNICIPAL DR LUBBOCK TX 79401 INVOICE TO: CITY OF LUBBOCK ACCOUNTSPAYABLE P.O. BOX 2000 LUBBOCK, TX 79457 B Marta Al r , Director of Purchasing & Contract Management Ordered 1/22/2019 Freight Requested 1/25/2019 Taken By Delivery R MULLEN REQ 53204 7123-17-EUA Description/Supplier Item Ordered Unit Cost UM IMR/With cable & Charger 20.000 1,995.0000 EA ITRON MOBILE RADIO/CABLE Octave Meter Encoder Assembly 250.000 94.0000 EA MASTER METER ENCODER ASSE Tenns NET DUE ON RECEIPT J MONTES Extension Requcst Date 39.900.00 1 /25/2019 Total Order 23,500.00 1/25/2019 63,400.00 This purchase order encumbers funds for $63,400.00 awarded to Itron Inc. of Dallas, TX on S , 2019. The following is incorporated into and made part of this purchase order by reference: 7123-17-EUA from Itron Inc. Dallas, TX. Resolution # JV1WS Ci of Lub ATTEST: Daniel M. Pope, Mayor Re ecca Garza, City Seer to Seller and Buyer agree as follows: PURCHASE ORDER TERMS AND CONDITIONS IMPORTANT: READ CAREFULLY STANDARD TERNIS AND CONDITIONS CITY OF LUBBOCK, TX I. SELLER TO PACKAGE GOODS. Seller will package goods in accordance with good anmmacial practice. Each shipping container shall be clearly and pemtanently marked as follows (a) Sellers name and address. (b) Coma.- s name, address and purchase order or purchase release number and the supply agreement number if applicable. (c) Container number and total number of containers, e.g. box I of 4 boxes, and (d) the number of the container bearing the packing slip. Seller shall bear cost of packaging unless otherwise provided. Goods shall be suitably packed to secure lowest transportation costs and to conform with requirements of common carriers and any applicable specifications. Buyer's coma or weight shall be final and conclusive on shipments not accompanied by packing lists. 2. SHIPMENT UNDER RESERVATION PROHIBITED. Seller is not authorized to ship the goods undo, reservation and no tender ofa bill of lading will operale as a tender of goods. 3. TITLE AND RISK OF LOSS. The title and risk of loss of the goods shall not pass to Buyer until Buyer actually receives and takes possession of the goods at the point or points of delivery. 4. NO REPLACEMENT OF DEFECTIVE TENDER. Every tender of delivery of goods must fully comply with all provisions of this contract as to time of delivery, quality and the like. If a tender is made which does not (idly conform, this shall constitute a breach and Seller shall not have the right to substitute a conhoming tender, provided• where the time for performance has not yet expired. the Seller may reasonably notify Buyer of his intention to cure and may then make a conforming tender within the contract time but not afterward. 5. INVOICES & PAYMENTS, a. S e I I e r shall submit separate invoices. in duplicate, one each purchase order or purchase release after each deliven.. Invoices shall indicate the purchase order or purchase release number and the supply agreement number if applicable. Invoices shall be itemized and transportation charges, if any, shall be listed separately. A copy of the bill of lading, and the freight waybill when applicable, should be attached to the invoice. Mail To: Accounts Payable, City of Lubbock, P. O. Box 2000, Lubbock, Texas 79457. Payment shall not be due until the above instruments are submitted after delivery. 6, GRATUITIES. The Buyer may, by written notice to the Seller, cancel this contract without liability to Seller if it is determined by Buccr that gratuities, in the form of entertainment, gifts or othewise. were offered of given by the Seller, or any agent or represcrimu.ce of the Seller, to any officer or employee of the Cit)of Lubbock with a via, to securing a contract or securing favorable treatment with respect to the awarding or amending, or the making of any determinations with respect to the performing of such a contract. In the event this contract is canceled by Buyer pursuant to this provision. Buyer shall be entitled, in addition to any other rights and remedies, to recover or withhold the amount of the cost inclined by Seller in providing such gratuities. 7. SPECIAL TOOLS & TEST EQUIPMENT. If the price stated on the face hereof includes the cost of any special tooling or special test equipment fabricated or required by Seller for the purpose of filling this order, such special tooling equipment and any process sheets related thereto shall become the property of the Buyer and to the extent feasible shall be identified by the Seller as such S. WARRANTY -PRICE. a. The price to be paid by the Buyer shall be that contained in Scller's biol which Seller warrants to be no higher than Seller s current process on orders by others for products of the kind and specification covered by this agreement for similar quantities under similar of like conditions and methods of purchase. In the event Seller breaches this warranty, the prices of the items shall be reduced to the Seller's current prices on orders by otters, m in the alternative. Buyer map cancel this contract without liability to Seller for breach or Seller's actual expense. b. The Seller warrants that no person or selling agency has been employed or retained to solicit or secure this contract upon an agreement or understanding for commission. percentage, brokerage, or contingent fee excepting bona fide employes of bona fide established commercial or selling agencies maintained by the Seller for the purpose of securing business. For breach of vitiation of this warranty the Buyer shall have the right in addition to any other right of rights to cancel this contract without liability and to deduct from the contrail price, or otherwise recover without liability and to deduct from the contract price, or otherwise recover the full amount of such commission. percentage. brokerage or contingent fee. 9. WARRANTY -PRODUCT. Seller shall not limit or exclude any implied warranties and any attempt to do so shall render this contract voidable at the option of the Buser. Seller warrants that the goods furnished will conform no the specification, drawings, and descriptions listed in the bid invitation, and to the santple(s) furnished by the Seller, if any. In the event ofa conflict or between the specifications, drawings, and descriptions, lie specifications shall govern. Notwithstanding any provisions contained in the contractual agreement, the Sella' represents and warrants fault -free performance and fault -free result in the processing date and date related data (including, but not limited to calculating, comparing and sequencing) of all hardware, software and fntmware products delivered and services provided under this Contract. individually or in combination, as the case nay be from the effective date of this Contract. The obligations contained herein apply to products and services provided by the Seller. its sub- Seller or any third party involved in the creation or development of the products and services to be delivered to the City of Lubbock under this Contract. Failure to comply with any of the obligations contained herein, may result in the City of Lubbock availing itself of any of its rights under the law and under this Contract including, but not limited to, its right pertaining to rumination or default. 'file warantics contained herein are separate and discrete from any other warranties specified in this Contract, and are not subject to any disclaimer of warranty, implied or expressed, or limitation of the Seller's liability which may be specified in this Contract, its appendices, its schedules. its annexes or any document incorporated in this Contract by reference. 10. SAFEIY WARRANTY. Seller warrants that the product sold to the Buyer shall conform to the standards promulgated by the U.S. Department of Labor under the Occupational Safety and Ilealth Act of 1970. In the event the product does not conform to OSIiA standards. Buycr may retum the product f'or correction or replacement at the Seller's expense. In the event Seller fails to make the appropriate correction within a reasonable time, correction made by Buyer will beat the Seller's expense. 11. NO WARRANTY BY BUYER AGAINST INFRINGEMENTS. As pan of this contract for sale Seller agrees to ascertain whether goods manufactured in accordance with the specifications attached to this agreenent will give rise to the rightful claim of ant third person by way of infringement of the.like. Buyer makes no warranty that the production ofgoods according to the specification will not give rise to such a claim, and in no event shall Buyer be liable to Seller for indemnification in the event that Seller is sued on the grounds of infringement of the like. If Seller is of rile opinion that an infringement or the like will result, he will notify the Buver to this effect in writing within two weeks after the signing ofthis agreement. If Buyer does not receive notice and is subsequently held liable for the infringement or the like. Seller will save Buyer harmless, 11' Seller in good faith ascertains the production of the goods in accordance with the specifications will result in infringement or the like. the contract shall be null and void. 12. NON APPROPRIATION. All finds for payment by the City under this contract are subject to the availability of an annual appropriation for this purpose by the City. In the event of norappropriation of funds by the City Council of the City of Lubbock for the goods or services provided under the contract, the City will terminate the contract. without termination charge or other liability, on the last day of the then -current fiscal year or when the appropriation made for the then -current year for the goods or services covered by this contract is spent. whichever event occurs first. If at any time finds arc not appropriated for the continuance of this contract• cancellation shall be accepted by the Seller on thirty (30) days prior written notice, but failure to give such notice shall be of no effect and the City shall not be obligated under this contract beyond the date of termination. 13. RIGHT OF INSPECTION- Buyer shall have the tight to inspect the goods at delivery before accepting them. 14. CANCELLATION. Buyer shall have the tight to cancel for default all or any part or the undelivered portion of this order if Seller breaches any of the terns hereof including warranties of Seller or if the Seller becomes insolvent or commits acts of bankruptcy. Such right of -cancellation is in addition to and not in lieu of any other remedies which Buyer may have in law or equity. 15. TERMINATION. The performance of work under this order mac be tenninat ed in whole, or in pan by the Buyer in accordance with this provision. Termination of work hereunder shall be effected by the delivery of the Seller of a 'Notice of Termination - specifying the extent to which performance of work under the order is terminated and the date upon which such termination becomes effective. Such right or termination is in addition to and not in lieu of the rights of Buyer set forth in Clause 14. herein. 16. FORCE MAJEURE. Neither party shall he held responsible for losses. resulting if the fulfillment of any terns of provisions of this contract is delayed or prevented by any cause not within the control of the party whose performance is interfered with, and which by the exercise of reasonable diligence said party is unable to prevent. 17. ASSIGNMENT -DELEGATION. No right or interest in this contract shall he assigned or delegation of any obligation made by Seller without the written pemtission of the Buyer, Any attempted assignment or delegation by Seller shall be wholly void and totally ineffective for all purpose unless made in conformity with this paragraph. I S. WAIVER. No claim or right arising out ofa breach of this contract can be dischatgd in whole or in part by a waiver or renunciation of the claim or right unless the waiver or renunciation is supported by consideration and is in writing signed by the aggrieved party. 19. INTERPRETATION -PAROLE EVIDENCE. This writing. plus any specifications for bids and performance provided by Buyer in its advertiscnent for bids, and any other documents provided by Seller as pan of his bid, is intended by the partiesas a final cspression of their agreement and intended also as a complete and exclusive statement of the terns of their agreement. Whenever a term defined by the Uniform Commercial Code is used in this agreement. the definition contained in the Code is to control. 20. APPLICABLE LAW. This agreement shall be governed by the Uniform Commercial Code Whenever the tern Uniform Commercial Code" is used, it shall be construed as meaning the Uniform Commercial Code as adopted in the State of Texas as effective and in fierce on the date of this agreement. 21. RIGHT TO ASSURANCE. Whenever one party to this contract in good faith has reason to question the other parry s intent to perform he may demand that the other party give written assurance of his intent to perform In the event that a danand is trade and no assurance is given within five (5) days, the demanding party may treat this failure as an anticipatory repudiation of the contract. 12, INDEMNIFICATION. Seller shall indemnify, keep and save harmless the Bu)cr, its agents, officials and employees, against all injuries, deaths, loss, damages, claims, patent claims, suits, liabilities, judgments. costs and expenses. which may in anywise accrue against the Buyer in consequence of the granting of this Contract or which tray anywise result therefrom, whether or not it shall be alleged or determined that the an was caused through negligence or omission of the Seller or its employes, or of the suhSeller or assignee or its employees, if any, and the Seller shall, at his own expense, appear, defend and pay all charges of atimneys and all costs and other expenses arising therefiom of inclined in connection therewith, and, if any judgment shall be rendered against the Buyer in any such action, the Seller shall, at its own expenses, satisfy and discharge the same Seller expressly understands and agrees that any bond required by this contract, or otherwise provided by Seller, shall in no way limit the responsibility to indemnify, keep and save harmless and defend the Buyer as herein prowidd. 23. TIME. It is hereby expressly agreed and understood that time is of the essence for the performance of this contract, and failure by contract to meet the time specifications of this agreement will cause Seller to be in default of this agreement. 14. MBE. The City of Lubbock hereby notifies all bidders that in regard to any contract entered into pursuant to this request, minority and women business enterprises will be afforded equal opportunities to submit bids in response to this invitation and will not be discriminated against on the grounds of race. color• sex or natural origin in consideration for an award. 15, NON -ARBITRATION. The City resen's the right to exercise any right of remedy to it by law, conuaet, equity, or otherwise, including without limitation, the right to seek any and all fours of relief in a court of competent jurisdiction. Further, the City shall not be subject to any arbitration process prior to exercising its unrestricted right to seek judicial remedy. The remedies set forth herein are cumulative and not exclusive, and may he exercised concun'Cut ly. To the extent oInny con0 ict between this provision and another provision in, or related to, this document, this provision shall control, 26. RIG] IT TO AUDIT. At an, tittle during the tern of the contract, or thereafter. the Cit, or a duly authorized audit representative of the City or the State of Texas. at its expense and at reasonable times, resents the right to audit Contractor's records and books relevant to all services provided to the City under this Contract. In the event such an audit by the City reveals any errors or overpayments by the City, Contractor shall refund the Ciry the fidl amount of such overpayments within thirty (30) days of ,ucll audit findings, or the City. at its option. nesnvcs the right to deduct such amounts owing the City It out any payments due Contractor. 27. HOUSE BILL 2015. House Bill 2015. signed by the Governor on June 14. 2013 and effective on January 1, 2014. authorizes a penalty to be imposed on a person who contracts for certain services with a governmental entity and who fails to propcdy classify their m orkers. This applies to subcontractors as well. Contractors and subcontractors who fail to properly classify individuals performing wm'k under a go%emmental contract will be penalized S200 for each individual that has been misclassifned. (Texas Government Code Section 2155.001). 28. ASSIGNING OR SUBLETTING THE CONTRACT. The Contractor shall not assign or sublet [Ie contract. or any portion of the contract, without written consent from the Director of Purchasing and Contract Management. Should consent he given, the Contractor shall insure the Subcontractor or shall provide proofon insurance from the Subcontractor that complies with all contract Insurance requirements. 29, HOUSE BILL 1295 DISCLOSURE OF INTERESTED PARTIES, House Bill 1295• adopted by the 84th Legislature, created §2252.908. Texas Government Code. Section'_'_52.908 requires a business entity entering into certain contracts with a governmental entity or stale agency to file with the governmental entity or state agency a disclosure of interested parties at the time the business entity submits the signal contract to the govennental entity or state agency. lstinctions for completing Form 1295 are available at httl2 w'ww.ci lubbock.tx.us/dcpartmental-websits/deoartments/oucbasing�vendor-information 30. CONTRACTOR ACKNOWLEDGES, b) supplying any Goods or Ser'ices that the Contractor has read. fully understands, and will be in full compliance with all terns and conditions and the deseTiptice material contained herein and any additional associated documents and Amendments. The City disclaims anv terms and conditions provided by the Contractor unless agreed upon in writing by the parties. In the event of conflict between these terms and conditions and any terns and conditions provided by the Contractor, the tarns and conditions provided herein shall prevail. The terns and conditions provided Icrcin are the final terns agreed upon by the parties, and any prior conflicting toms shall h< of no force or effect. 31. % accepting this purchase order. the Vendor verifies that it dos not Boycott Israel, and agrees that during the term of this Agreement (Contract as applicable) will not Boycott Israel as that term is defined in Texas Government Code Section 808.001. as amended. Rev. 10 2017 Name Date Client Name: City of Lubbock Utilities 10/24/2018 Requestor: Todd Stocker 10/24/2018 Client Authorization: ITRON PM Approval: ITRON Contract Auth.: Send Pricing Summary to Client? ❑ Yes ❑ No Has contract been signed? ❑x Yes ❑ No General Comments: Updating item numbers. The scope and budget remain the same of original CIP for the Water AMI Project. Order Processing: PO/Contract #: Master Agreement 7123-17 EUA Comments: Description Qty Price Extended ITRON Mobile Radio w/USB cable and charger I 20 I $ 1,9951 $ 39,900 Master Meter Octave encoder assembly 250 1 $ 94 $ 23,500 Total: $ 63,400 Comments: Software Changes: ❑ Modifications ❑ Meter Licenses ❑ Other Description Unit Price Implementation Labor and Expense: ❑x Billable ❑ Non -billable Charge to: Purpose Description Days @ $ Total Total Other Changes: Please return this signed Change Order for formal ITRON Contract Authorization and Execution to: Itron, Inc. 2111 N. Molter Rd. Liberty Lake, WA 99019 Attn: Contract Administration Fax: (509) 891-3331 or pdf and email to contract.requestgitron.com. —A fully executed version will be returned. City of Lubbock_ TEXAS PURCHASE ORDER TO ITRON INC PO BOX 200209 DALLAS TX 75320-0209 SHIP TO: Page - wi 2019 1 Date - 9/28/2018 Order Number 22104333 000 OP 221 CITY OF LUBBOCK WATER UTILITIES OPERATIONS 402 MUNICIPAL DR LUBBOCK TX 79401 11VOICETO: CITYOFLUBBOCK ACCOUNTS PAYABLE P.O. BOX 2000 LUBBOCK, TX 79457 BY: 4W Marta AlvaAz, Director of Purchasing & Contract Management Ordered 9/28/2018 Requested 9/28/2018 Delivery REQ 52768 _ Description/Supplier Item Data Collector - STAR TECIi-IA Material Freight and handling TECH-6A Terms NET 30 Freight Taken By 7123-17-EUA Ordered _ Unit Cost UM 11.000 6,069.0000 EA 11.000 100.0000 EA J MONTES Extension Request Date 66,759.00 9/28/2019 Total Order 1,100.00 9/28/2018 67,859.00 This purchase order encumbers funds in the amount of $67,859.00 awarded to Itron Inc of Dallas, TX on October 1 , 2018. The following is incorporated into and made part of this purchase order by reference: 7123-17-EUA from Itron Inc. Dallas, TX. Resolution # 2018-RO194 City of LUbbOc ATTEST: Daniel M. Pope, Mayor Re ecca Garza, City Secr tar City- of ,o Lubbock_ PURCHASE ORDER TO ITRON INC PO BOX 200209 DALLAS TX 75320-0209 SHIP TO: 'rage - 1 Date - 1 /22/2019 Order Number 22104434 000 OP 311 CITY OF LUBBOCK WATER UTILITIES OPERATIONS 402 MUNICIPAL DR LUBBOCK TX 79401 INVOICE TO: CITY OF LUBBOCK ACCOUNTSPAYABLE P.O. BOX 2000 ('J LUBBOCK, TX 79457 Marta Ajydez, Director of Purchasing & Contract Management Ordered 1/22/2019 Freight Requested 1/25/2019 Taken By J MONTES Delivery R. MULLEN REQ 53202 7123-17-EUA Description/Supplier Item Ordered Unit Cost lJM Lids for the 1324 meter box 4,000.000 54.0000 EA DPW 1324C-AF-IMI- 1.11) Lids for the 12 inch cast iron 10,000.000 15.0000 EA DPW 18AMR-AF1 MQF LID Lids for the 12 inch 2200 plas 200.000 15.0000 EA DFW2200E-AFl MQF LID Terms NET DUE ON RECEIPT Extension Request Date 216,000.00 1/25/2019 150,000.00 1/25/2019 Total Order 3,000.00 1/25/2019 369.000.00 This purchase order encumbers funds for $369,000.00 awarded to Itron Inc. of Dallas, TX on �7 , 2019. The following is incorporated into and made part of this purchase order by reference: 7123-17-EUA from Itron Inc. Dallas, TX. Resolution # - q City of Lubbock ATTEST: ah Al h A I Pj AC-N Daniel M. Pope, Mayor Re ecca Garza, City ecr to Seller and Buyer agree as follows: y PURCHASE ORDER TERMS AND CONDITIONS IMPORTANT: READ CAREFULLY STANDARD TERMS AND CONDITIONS CITY OF LUBBOCK, TX I. SELLER TO PACKAGE GOODS. Seller will package goods in accordance with good commercial practice. Each shipping container shall be clearlyand permanently marked as follows (a) Seller's name and address, (b) Consignees name, address and purchase order or purchase release number and (he supply agreement number if applicable, (c) Container number and total number of containers, e.g, box I of a boxes, and (d) the number of the container bearing the packing slip. Seller shall bear cost of packaging unless otherwise provided. Goods shall be suitably packed to secure lowest tramponalion costs and to conform with requirements of common carriers and any applicable specifications. Buyers count or weight shall he final and conclusive on shipments not accompanied by packing lists. 2. SHIPMENT UNDER RESERVATION PROHIBITED. Seller is not authorized to ship the goods undo resen ation and no tender of a bill of lading will operate as a tender of goods. 3. TITLE AND RISK OF LOSS. The title and risk of loss of the goods shall not pass to Buyer until Buycr actually receives and takes possession of the goods at the point or points of delivery. A. NO REPLACEMENT OF DEFECTIVE TENDER. Every tender of delivery of goods must fully comply with all provisions of this contact as to time of delivery, quality and the like. If a tender is made which does not fully conform, this shall constitute a breach and Seller shall not have the right to Substitute a conforming tender. provided, where the time for performance has not yet expired, (he Seller my reasonably notify Buyer of his intention to cure and nruv then make a conforming tender within the contract time but not afterward. 5. INVOICES & PAYMENTS. a. S e I I e r shall submit separate invoices, in duplicate. one each purchase order or purchase release after each delivery. Invoices shall indicate the purchase order or purchase release number and the Supply agreement number if applicable. Invoices shall be itemized and transportation charges. if any, shall be listed separately. A copy of the bill of lading, and the fcight waybill when applicable, should be attached to the invoice. Mail To: Accounts Payable, City of Lubbock, P. O. Box 2000, Lubbock, Texas 79457, Payment shall not be due until the above instruments are submitted after delivery. 6. GRATUITIES. The Buyer may, by written notice to the Seller, cancel this contract without liability to Seller if it is determined by Buyer that gratuities, in the form of entertainment, gilts or otherwise, were offered or given by the Seller, or any, agent or representative of the Seller, to any officer or employee of the City of Lubbock with a view to securing a contract or securing favorable treatment with respect to the awarding or amending, or the making of am' determinations with respect to (he performing of such a contract. In the event this contract is canceled by Buyer pursuant to this provision, Buyer shall be entitled, in addition to any, other rights and remedies, to recover or withhold the amount of the cost incurred by Seller in providing such gratuities, 7. SPECIAL TOOLS & TEST EQUIPMENT. If the price stated on the face hereof includes the cost of any special tooling or special test equipment fabricated or required by Seller for (he purpose of filling this order, such special tooling equipment and any process sheets related thereto shall become the property of the Buyer and to the extent feasible shall be identified by the Seller as such. S. WARRANTY -PRICE. a. The price to be paid by the Buyer shall be (hat contained in Sellers bid which Seller warrants to be no higher than Sellers current process on orders by others faro products of the kind and specification covered by this agreement for similar quantities under similar of like conditions and methods of purchase. In the event Seller breaches this arranty, the prices of the iteras shall be reduced to the Sellers current prices on orders by others, or in the alternative. Buyer may cancel this contract without liability to Seller for breach or Seller's actual expense. b. The Seller warrants that no person or selling agency has been employed or retained to solicit or secure this contract upon an agreement or understanding for cmmmission, percentage, brokerage, or contingent fee excepting bona fide employees of bona fide established commercial or selling agencies maintained by the Seller for the purpose of securing business. For breach of vitiation of this vainly the Buyer shall have the right in addition to any other right of rights to cancel this contract without liability and to deduct tom the contract price, or otherwise recover without liability and to deduct fan the contact price, or othenvisc recoverthe full amount of such commission. percentage, brokerage or contingent fee. 9. WARRANTY -PRODUCT. Seller shall not limit or exclude any implied warranties and any attempt to do .so shall render this contract voidable at the option of the Buyer. Seller warrants that the goods finmished will conform to the specification, drawings, and descriptions listed in the bid invitation, and to the sample(s) hunished by the Seller, if any. In the event of a conflict or between the specifications, drawings, and descriptions, the specifications shall govern. Notwithstanding any provisions contained in the contractual agreement, the Seller represents and warrants fault-fiee performance and fault -fee result in the processing date and date related data (including, but not limited to calculating. comparing and sequencing) of all hadware, software and firinvare products delivered and ser, ices provided under this Contract, individually or in combination, as the case may be tom the effective date of (his Contract. The obligations contained herein apply to products and sat ices provided by the Seller, its sub- Seller or any third pane involved in the creation at development of the products and services to be delivered to the City of Lubbock under this Contract. Failure to comply with any of the obligations contained herein, may result in the City of Lubbock availing itself of any of its rights under the law and under this Contract including, but not limited to, its right pertaining to termination or default. The warranties contained herein are separate and discrete from any other warranties specified in this Contract, and are not subject to any disclaimer of warranty, implied or expressed, or limitation of the Seller s liahilily which may be specified in this Contract. its appendices. its schedules, its annexes or any document incorporated in this Contract by reference. 10. SAFETY WARRANTY. Seller warrants that the product sold to the Boner shall confomn to the standards promulgated by the U. S. Department of Labor tinder the Occupational Safety and Health Act of 1970. In the event the product does not conform to OSHA standards. Buyer may return the product for correction or replacement at the Sellers expense. In the event Seller fails to make the appropriate correction within a reasonable time, correction made by Buyer will be at (he, Seller's expense. 11. NO WARRANTY BY BUYER AGAINST INFRINGEMENTS. As pan of this contract for sale Seller agrees to ascertain whether goods manufactured in accordance with the specifications attached to this agreement will give rise to the rightful claim of any third person by way of infringement of the like. Buyer makes no warranty that the production of goods according to the specification will not give rise to such a claim, and in no event shall Buyer be liable to Seller for indemnification in the event that Seller is sued on the grounds of infringement of the like. If Seller is of the opinion that an infringement or the like will result, he will nofifR the Buyer to this effect inwriting within two weeksaferfhesigning ofthis agreement. If Buycr does not receive notice and is subsequently held liable for the infringement or the like, Seller will save Buyer harmless. If Seller in good faith ascertains the production of the goods in accordance with the specifications will result in infringement or the like, the contract shall be null and void. 12. NON APPROPRIATION. All funds for payment by file City under this contract arc subject to the availability of an annual appropriation for this purpose by file City. In the event of nonappropriation of funds by the City Council of the City of Lubbock for the goods or services provided under the contract, the City will lemninate the contract, without termination charge or other liability, on the last day of the then -current fiscal year or when the appropriation made for the then -current year for the goods or services covered by this contract is spent, whichev a event occurs first. If at any time finds we not appropriated for the continuance of this contract. cancellation shall he accepted by the Seller on thirty (30) days prior written notice, hot failure to give such notice shall be of no effect and the Citv shall not be obligated under this contract beyond the date of termination. 13. RIGHT OF INSPECTION. Buyer shall have the right to inspect the goods at delivery, before accepting them. W. CANCELLATION. Buyer shall have the right to cancel for default all or any pan of the undelivered portion of this order if Seller breaches any of the terms hereof including warranties of Seller or if the Seller becomes insolvent or commits acts of bankruptcy. Such tight of cancellation is in addition to and not in lieu of any other remedies which Buyer may have in law or equity 15. TERMINATION. The performance of work under this order may he terminated in whole, or in part by the Buyer in accordance with this provision. Termination of work hereunder shall be effected by the delivery of the Seller of a 'Notice of Termination" specifying the extent to which performance of work under the order is terminated and the date upon which such termination becomes effective Such right or termination is in addition to and not in lieu of the rights of Buyer set firth in Clause 14, herein. 16. FORCE MAJEURE. Neither party shall he held responsible for losses, resulting if the fulfillment of am' terms of provisions of this contract is delayed or prevented by any cause not within the control of the party whose perfornance is interfered with. and which by the exercise of reasonable diligence said party is unable to pre, cut. 17. ASS IGNM EN f-DELEGATION. No tight or interest in this contract shall he assigned or delegation of any obligation made by Seller without the written permission of the Buyer. Any attempted assignment or delegation by Seller shall be wholly void and totally ineffective for all purpose unless made in conformity with this paragraph. IS. WAIVER. No claim or tight arising out of a breach of this contract can he discharged in whole or in pan by a waiver or renunciation of the claim or right unless the waiver or renunciation is supported by consideration and is in writing signed by the aggrieved party. 19. INTERPRETATION -PAROLE EVIDENCE. This writing, plus any specifications for bids- and performance provided by Buyer in its advertisement for bids, and am� other documents provided by Seller as part of his bid, is intended by the parties as a final expression of their agreement and intended also as a complete and exclusive statement of the terns of their agreement. Whenever a teen defined by the Uniform Commercial Code is used in this agreement, the definition contained in the Code is to control. 20. APPLICABLE LAW. This agreement shall he governed by the Uniform Commercial Code Wier -et the tern "Uniform Commercial Code is used, it shall be construed as meaning the Uniform Commercial Code as adopted in the State of Texas as effective and in force on the date of this agreement. 21. RIGHT TO ASSURANCE. Whenever one party to this contract in good faith has reason to question the other pony s intent to perform he may demand that the other parry give written assurance of his intent to perform. In the event that a demand is made and no assurance is given within five (5) days, the demanding party may treat this failure as an anticipatory repudiation of the contract. 22. INDEMNIFICATION. Seller shall intlenmifv, keep and save harmless the Buyer, its agents, officials and employees. against all injuries, deaths. loss, damages, claims, patent claims, suits, liabilities, judgments, costs and expenses, which may in anywise accrue against the Buyer in consequence of the granting of this Contract or which may anywise result therefrom, whether or not it shall he alleged or deernined that the act was caused through negligence or omission of the Seller or its employees, or of the suirSehler or assignee or its employees, if any, and the Seller shall, at his own expense, appear, defend and pax all charges of attorneys and all costs and other expenses arising therefrom of incurred in connection therewith, and, if any judgment shall be rendered against the Buyer in any such action, the Seller shall, at its own expenses, satisfy and discharge the same Seller expressly understands and agrees that any bond required by this contract, or otherwise provided by Seller, shall in no way limit the responsibility Ito indemnify, keep and save harmless and defend the Buyer as herein provided. 23, TIME. It is hereby expressly agreed and understood that time is of the essence for the performance of this contract, and failure by contract to meet the time specifications of this agreement will cause Seller to be in default of this agreement. 24. MBE. The City of Lubbock hereby notifies all bidders that in regard to any contract entered into pursuant to this request. minority and women business enterprises will be afforded equal opportunities to submit bids in response to this imitation and will not be discriminated against on the grounds of race, color, sex or natural origin in consideration loran award. 25. NON-ARBIIRATTON. The City reserves lire right to exercise any right or remedy to it by law, conuaa. equity, or othenvisc, including without limitation, the right to seek any and all forms of relief in a court of competent jurisdiction. Further, the City shall not be subject to any arbitration process prior m exercising its unrestricted right to seek judicial remedy. The remedies set forth herein are cumulative and not exclusive, and may be exercised concurrently. To the extent of any conflict between this provision and another provision in or related to. this document, this provision shall control. 16, RIGHT TO AUDIT. At any time during the term of the contract, or thereafter. the City, or a duly authorized audit representative of the City or the State of Texas. at its expense and at reasonable times, reserves the right to audit Contractor's records and books relevant to all services provided to the City under this Contract, In the event such an audit by the City reveals any enters or overpayments by the City, Contractor shall refund the City the full amount of such overpayments within thirty (30) days of such audit findings, or the City, at its option, reserves the right to deduct such amounts owing the City fionn any payments due Contractor. 27. HOUSE BILL 2015. House Bill 2015, signed by the Governor on June II, 2013 and effective on lamnary 1. 2014, authorizes a penalty to be imposed on a person who contracts for certain services with a govemmental entity and who fails to properly classify their workers. This applies to subcontractors as well. Contractors and subcontractors who f d to properly classify individuals performing work under a govemmental contract will be penalized S200 for each individual that has been nnisclassified. (Texas Government Code Section 2155.001). 28. ASSIGNING OR SUBLETTING THE CONTRACT. The Contractor shall not assign or sublet the contract, or any portion of the contract, without written consent tom the Director of Purchasing and Contract Management. Should consent be given, the Contractor shall insure the Sutxonuactor or shall provide proof oil insurance fiom the Subcontractor that complies with all contract Insurance requirements. 29. HOUSE BILL 1295 DISCLOSURE OF INTERESTED PARTIES. [louse Bill 1295. adopted by the Sd(h Legislative, created §2252.908, Texas Gov comment Code. Section'_'_52.908 requires a business entity entering into certain contracts with a &,a% ommonal entity or state agency to file with the governmental entity or state agency a disclosure of interested pads at the time the business entity submits the signed contract to the govemmental entity or state agency. Instructions for completing Forum 1295 are a\ailahle at. htm-//w v ci.lubbock tx us/depatmental-websites/deoa ments/pmchasinL/vendor-information 30. CONTRACTOR ACKNOWLEDGES, by supplying any Goods or Scnvices that the Contractor has read, fully understands, and will be in full compliance with all terns and conditions and the descriptive material contained herein and any additional associated documents and Amendments. The City disclaims any terms and conditions provided by the Contractor unless agreed upon in writing by the parties. In the event of conflict between these terns and conditions and any terms and conditions provided by the Contractor. the talus and conditions provided herein shall prevail. The terns and conditions provided herein are the final terns agreed upon by the parties. and any prior conflicting terns shall be of no force or effect. 3 L By accepting this purchase order, the Vendor verifies that it dos not Boycott Israel, and agrees that during the term of this Agreement (Contract as applicable) will not Boycott Israel as that term is defined in Texas Government Code Section 808.001, as amended. Rev. 10 2017 Name Date Client Name: City of Lubbock Utilities 10/24/2018 Requestor: Todd Stocker 10/24/2018 Client Authorization: ITRON PM Approval: ITRON Contract Auth.: Send Pricing Summary to Client? ❑ Yes ❑ No Has contract been signed? ❑x Yes ❑ No General Comments: Updating item numbers. The scope and budget remain the same of original CIP for the Water AM] Project. Order Processing: PO/Contract #: Master Agreement 7123-17 EUA Comments: Hardware Changes: Description Qty Price Extended DFW1324C-AF1MF SMALL -LID (for EJ or DFW1324 box) — DFW 13x24 lid, Magnet, Keyhole -no 4000 $ 54 $ 216,000 lock, anti -float, traffic rated, Itron 50OW hole DFW18AMR-AFIMQF SMALL -LID (for round boxes with cast iron ring) —12" round black lid, 10000 $ 15 $ 150,000 Magnet, Keyhole -no lock, anti -float, traffic rated, Itron 50OW hole DFW2200E-AFIMQF SMALL -LID (for Carson 2200 box) — 12" round black lid, Magnet, Keyhole- 200 $ 15 $ 3,000 no lock, anti -float, traffic rated, Itron 50OW hole Total: $ 369,000 Comments: Software Changes: ❑ Modifications ❑ Meter Licenses ❑ Other Description Unit Price Implementation Labor and Expense: ❑x Billable ❑ Non -billable Charge to: Purpose Description Days @ $ Total Total Other Changes: Please return this signed Change Order for formal ITRON Contract Authorization and Execution to: Itron, Inc. 2111 N. Molter Rd. Liberty Lake, WA 99019 Attn: Contract Administration Fax: (509) 891-3331 or pdf and email to contract.request(2(itron.com. — A fully executed version will be returned. Waterinstall-24 OPTIONAL % inch 28,855 $ 36 $ 1,040,800 Waterinstall-25 OPTIONAL 1 inch 15,215 $ 36 $ 548,805 Waterinstall-26 OPTIONAL 1.5 inch 499 $ 242 $ 120,583 Waterinstall-27 OPTIONAL 2 inch 1,127 $ 242 $ 272,340 Waterinstall-28 OPTIONAL 3 inch 160 $ 443 $ 70,853 Waterinstall-29 OPTIONAL 4 inch 80 $ 566 $ 45,309 Waterinstall-30 OPTIONAL 6 inch 21 $ 882 $ 18,515 Waterinstall-31 OPTIONAL 8 inch 9 $ 1,319 $ 11,874 Waterinstall-32 OPTIONAL 10 inch 3 $ 2,263 $ 6,788 Water Meter Replacement Sub -total 45,969 $ 2,135,866 Other Equipment OPTIONAL OPT -OUT Electric Meter without Communications Form 25 240V Class 200 Non -Demand Meter $ 35 OPTIONAL Through the lid External Antenna for use with Water endpoint on metal lids $ 42 Add-1 OPTIONAL DFWI8AMR-1QF Black polymer, traffic -rated lid with $ 12 LIDS FOR CARSON 1 knockout — keyhole, no lock 2200 Add-2 OPTIONAL DFWI8AMR-1KF Black polymer, traffic -rated lid with S 17 /y' LIDS FOR CARSON knockout — keyhole with plastic key lock 2200 ✓ Add-3 OPTIONAL 1FWI8AMR-1BF Black polymer, traffic -rated lid with $ 23 LIDS FOR CARSON knockout — keyhole with brass key lock S 2200 Add-4 OPTIONAL DFW1324C-1F Black polymer, traffic -rated lid with $ 44 LIDS FOR EAST knockout —finger hole JORDAN 13 x 24 x 18 Add-5 OPTIONAL DFW1324C-1QF Black polymer, traffic -rated lid with $ 44 LIDS FOR EAST knockout — keyhole, no lock JORDAN 13 x 24 x 18 Add-6 OPTIONAL FW1324C-1KF Black polymer, traffic -rated lid with $ 47 LIDS FOR EAST knockout — keyhole with plastic key lock JORDAN 13 x 24 x 18 Add-7 OPTIONAL DFW1324C-1BF Black polymer, traffic -rated lid with $ 56 _/ Sy LIDS FOR EAST knockout — keyhole with brass key lock JORDAN 13 x 24 x 18 Add-8 REPLACEMENT OPTIONAL DFW1324C-18-BODY $ 103 BOXES OF EJIW/DFW1324C- 18" DEPTH Other Equipment Sub -total Other Equipment Installation Waterinstall-3S OPTIONAL Meter pit lid - Installation $3.53 Other Equipment Installation Sub -total Installation Professional Services Install-27 Planning, Mobilization, WOMS Setup, CIS Integration 1 $ 3,125 $ 3,125 Installation Professional Services Sub -total 1 $ 3,125 Other Installation Services Install-28 Warehousing $ - $ - INCLUDED Install-29 Photographs (Before and After) $ $ INCLUDED Install-30 Electric Meter Hold and Retention (90 Days) $ $ INCLUDED Install-31 Electric Meter Disposal $ $ INCLUDED Other Installation Sub -total $ Other Water Installation Services Waterinstall-41 OPTIONAL Warehousing $ - $ - INCLUDED Waterinstall-42 OPTIONAL Photographs (Before and After) $ - $ - INCLUDED Waterinstall-43 OPTIONAL Water Meter Hold and Retention (90 Days) $ - $ INCLUDED applied equally over Waterinstall-47 OPTIONAL Water Meter disposal 1 $ (250,000) $ (250,000) the first 85,896 water installations other Installation Sub -total 20,003 $ (250,000) Additional Work Fees (as requested by Customer) Waterinstall-48 OPTIONAL Water Meter Pit Cleaning Services (if necessary) $ 15 $ - TBD OP'I ZONAL Drilling of pit lids (cast iron or concrete only) $ 10 Apper 1' Install-17 Install Form 125 480V Class 200 Demand Meter Install-18 Install Form 165 480V Class 200 Demand Meter Install-19 Install Form 455 480 V Class 200 Demand Meter Install-20 Install Form 35A to 455 Adapter Install-21 Install Form 455 Meter Base Tech-6 System Discount Meter Installation Sub -total Tools v�Tech-28 Installation Handheld Other Equipment Sub -total AMI Communication Device Water-1 OPTIONAL AMI Communication Device for inch meters Water-2 OPTIONAL AMI Communication Device for 1 inch meters Water-3 OPTIONAL AMI Communication Device for 1.5 inch meters Water-4 OPTIONAL AMI Communication Device for 2 inch meters Water-5 OPTIONAL AMI Communication Device for 3 inch meters Water-6 OPTIONAL AMI Communication Device for 4 inch meters Water-7 OPTIONAL AMI Communication Device for 6 inch meters Water-8 OPTIONAL AMI Communication Device for 8 inch meters Water-9 OPTIONAL AMI Communication Device for 10 inch meters AMI Communication Device Sub -total Water Meter Register Retrofit Water-14 OPTIONAL % inch Water-15 OPTIONAL 1 inch Water-16 OPTIONAL 1.5 inch / Water-17 OPTIONAL 2 inch JWater-18 OPTIONAL 3 inch Water-19 OPTIONAL 4 inch Water-20 OPTIONAL 6 inch Water-21 OPTIONAL 8 inch Water-22 OPTIONAL 10 inch Water Meter Register Retrofit Sub -total Water Meter Replacement water-24 OPTIONAL % inch Water-25 OPTIONAL 1 inch Water-26 OPTIONAL 1.5 inch Water-27 OPTIONAL 2 inch Water-28 OPTIONAL 3 inch Water-29 OPTIONAL 4 inch Water-30 OPTIONAL 6 inch Water-31 OPTIONAL 8 inch Water-32 OPTIONAL 10 inch Water Meter Replacement Sub -total Water Meter Register Retrofit and Installation of AMI Communication Device waterinstall-14 OPTIONAL % inch waterinstall-IS OPTIONAL 1 inch waterinstall-16 OPTIONAL 1.5 inch Waterinstall-17 OPTIONAL 2 inch Waterinstall-18 OPTIONAL 3 inch Waterinstall-19 OPTIONAL 4 inch Waterinstall-20 OPTIONAL 6 inch Waterinstall-21 OPTIONAL 8 inch Waterinstall-22 OPTIONAL 10 inch Water Meter Register Retrofit Sub -total Water Meter Replacement and Installation of AMI Communication Device EE 2,326 $ 18 $ 42,519 6,129 $ 44 $ 271,974 641 $ 82 $ 52,625 2 $ 81 $ 162 93 $ 394 $ 36,675 applied equally over 1 $ (250,000) $ (250,000) the first 105,180 electric meter installations 105,180 $ 2,196,814 - $ 6,305 00 Quantity to be mutually agreed 48,855 $ 62 $ 3,029,010 33,215 $ 62 $ 2,059,330 999 $ 62 $ 61,938 2,227 $ 62 $ 138,074 360 $ 62 $ 22,320 160 $ 62 $ 9,920 51 $ 62 $ 3,162 23 $ 62 $ 1,426 6 $ 62 $ 372 85,896 $ 5,32S,SS2 20,000 $ 59 $ 1,182,222 18,000 $ 59 $ 1,064,000 500 $ 63 $ 31,267 1,100 $ 63 $ 68,787 $ 63 $ 12,507 C200 80 $ 63 $ 5,003 30 $ 63 $ 1,876 14 $ 63 $ 875 3 $ 63 $ 188 39,927 $ 2,366,724 28,855 $ 94 $ 2,710,126 15,215 $ 142 $ 2,160,192 499 $ 261 $ 130,067 1,127 $ 390 $ 439,480 160 $ 1,789 $ 286,169 80 $ 2,935 $ 234,782 21 $ 4,701 $ 98,727 9 $ 6,372 $ 57,349 3 $ 6,248 $ 18,745 45,969 $ 6,135,637 20,000 $ 28 $ 562,600 18,000 $ 28 $ 506,340 500 $ 28 $ 14,065 1,100 $ 55 $ 60,060 200 $ 55 $ 10,920 80 $ 55 $ 4,368 30 $ 55 $ 1,638 14 $ 55 $ 764 3 $ 55 $ 164 39,927 $ 1,160,919 Appendix 1 Itron Confidential & Proprietary Page 3 Hi Marta, Thank you so much for taking the time to explain to me the confusion over the change order. As I explained we are simply trying to replace one SKU in the MSA with a new SKU_ With that in mind, we said we do not think this requires Council approval. The table below summarizes the substitutions I am trying to make. NEW ITEMS TO BE ORDERED REPLACE IN MSA Description QTY Price ID Description QTY Price ITRON Mobile Radio w USB cable and charger 20 $ 1,995 Tech-28 Installation Handheld TBD $ 6,305 Master Meter Octave encoder Assembly 250 $ 94 Water-18 3-inch Register Retrofit 200 63 $ Water-19 4-inch Register Retrofit 80 $ 63 DFW1324C-AF-IMF . DFW 13x24 lid 4000 $ 54 Add-7 DFW1324C-1BF TBD $ 56 DFWI8AMR-AF-IMQF 1000 $ 15 Add-2 DFWI8AMR-1KF TBD $ 17 DFW2200E-AF-IMQF 200 $ 15 Add-3 DFWI8AMR-113F TBD $ 23 Also — The new items are within the scope and budget of the original CIP for the Water AMI project. Do you need anything else to be able to issue a purchase order? Thanks Todd tConsulting From: Todd Stocker Sent: Wednesday, January 16, 2019 5:47 PM City of REVISED Lubbock TEXAS PURCHASE ORDER TO 1TRON INC PO BOX 200209 DALLAS TX 75320-0209 SHIP TO: Page - 1 Date - 4/23/2019 Order Number 22104378 000 OP 311 CITY OF LUBBOCK WATER UTILITIES OPERATIONS 402 MUNICIPAL DR LUBBOCK TX 79401 INVOICE TO: CITY OF LUBBOCK ACCOUNTSPAYABLE P.O. BOX 2000 LUBBOCK, TX 79457 BY: Marta ATkioz, Director of Purchasing & Contract Management Ordered 4/23/2019 Freight Requested 5/14/2019 Taken By Delivery A SPEAR REQ 52901 Resolution No. 2018-RO 194 F_MONCADA Description/Supplier Item Ordered Unit Cost UM Extension Request Date 3/4 Inch Meter 48,475.000 62.0000 EA 3,005,450.00 5/14/2019 AMI COMMUNICAI"ION DEVICE 1 Inch Meter 36,167.000 62.0000 EA 2,242,354.00 5/14/2019 AMI COMMUNICATION DEVICE 1.5Inch Meter 1,126.000 62,0000 EA 69,812.00 5/14/2019 AMI COMMUNICATION DEVICE 2 Inch Meter 2,374.000 62.0000 EA 147,188.00 5/14/2019 AMI COMMUNICATION DEVICE 3 Inch Meter 360,000 62.0000 EA 22,320.00 5/14/2019 AMI COMMUNICATION DEVICE 4 Inch Meter 160.000 62,0000 EA 9,920.00 5/14/2019 AMI COMMUNICATION DEVICE 6 Inch Meter 51.000 62.0000 EA 3,162.00 5/14/2019 AMI COMMUNICATION DEVICE 8 Inch Meter 23.000 62.0000 EA 1,426.00 5/14/2019 AMI COMMUNICATION DEVICE 10 Inch Meter 6.000 62.0000 EA 372.00 5/14/2019 AMI COMMUNICATION DEVICE 3/41nch Meter 16.863.000 59.0000 EA 994,917.00 5/14/2019 WATER METER REPLACEMENT F 1 Inch Meter 16,555.000 59.0000 EA 976,745.00 5/14/2019 City c>f REVISED oplubbock PURCHASE ORDER TO ITRON INC PO BOX 200209 DALLAS TX 75320-0209 SHIP TO: Page - 2 Date - 4/23/2019 Order Number 22104378 000 OP 311 CITY OF LUBBOCK WATER UTILITIES OPERATIONS 402 MUNICIPAL DR LUBBOCK TX 79401 INVOICE TO: CITY OF LUBBOCK ACCOUNTSPAYABLE P.O. BOX 2000 LUBBOCK, TX 79457 B Marta*va?eez,ector of Purchasing & Contract Nlanagenient Ordered 4/23/2019 Freight Requested 5/14/2019 Taken By F_MONCADA Delivery A SPEAR REQ 52901 Resolution No. 2018-RO 194 Description/Supplier Item Ordered Unit Cost UM Extension Request Date WATER METER REPLACEMENT F 1.5 Inch Meter 437.000 63.0000 EA 27,531.00 5/14/2019 WATER METER REGISTER RETR 2 Inch Meter 707.000 63.0000 EA 44,541.00 5/14/2019 WATER METER REGISTER RETR 3 Inch Meter 233.000 63,0000 EA 14,679.00 5/14/2019 WATER METER REGISTER RETR 4 Inch Meter 76.000 63.0000 EA 4,788.00 5/14/2019 WATER METER REGISTER RETR 6 Inch Meter 12.000 63.0000 EA 756.00 5/14/2019 WATER METER REGISTER RETR 8 Inch Meter 11.000 63.0000 EA 693.00 5/14/2019 WATER METER REGISTER RETR 101nch Meter 5.000 63.0000 EA 315.00 5/14/2019 WATER METER REGISTER RETR 3/4 Inch Meter 31,582.000 94.0000 EA 2,968,708.00 5/14/2019 WATER METER REPLACEMENT F l Inch Meter 19,612.000 142.0000 EA 2,784,904.00 5/14/2019 WATER METER REPLACEMENT F 1.5 Inch Meter - Spud 400.000 261.0000 EA 104,400.00 5/14/2019 WATER METER REPLACEMENT F 2 Inch Meter- Spud 1,083.000 390.0000 EA 422,370.00 5/14/2019 City t>f REVISED r Lubb o ek �a;; TEXAS PURCHASE ORDER TO ITRON INC PO BOX 200209 DALLAS TX 75320-0209 SHIP TO: Page - 3 Date - 4/23/2019 Order Number 22104378 000 OP 311 CITY OF LUBBOCK WATER UTILITIES OPERATIONS 402 MUNICIPAL DR LUBBOCK TX 79401 INVOICE 7'O: CITY OF LUBBOCK ACCOUNTS PAYABLE P.O. BOX 2000 LUBBOCK, TX 79457 �B'. Marta tarez, Director ol' Purchasing & Contract Management Ordered 4/23/2019 Freight Requested 5/14/2019 Taken By F_MONCADA Delivery A SPEAR REQ 52901 Resolution No. 2018-RO194 Description/Supplier Item Ordered Unit Cost UM Extension Request Date WATER METER REPLACEMENT F 3 Inch Meter 127.000 1,789.0000 EA 227,203.00 5/14/2019 WATER METER REPLACEMENT F 4 Inch Meter 84.000 2,935.0000 EA 246,540.00 5/14/2019 WATER METER REPLACEMENT F 6 Inch Meter 39.000 4,701.0000 EA 183,339.00 5/14/2019 WATER METER REPLACEMENTF 8 Inch Meter 12.000 6,372.0000 EA 76,464.00 5/14/2019 WATER METER REPLACEMENT F 10 Inch Meter 1.000 6,248.0000 EA 6,248.00 5/14/2019 WATER METER REPLACEMENT F Retrofit & Installation of 16,863.000 28.0000 EA 472,164.00 5/14/2019 WATER METER REGISTER RETR AMI Communication Devicc Retrofit & Installation of 16,555,000 28.0000 EA 463,540.00 5/14/2019 WATER METER REGISTER RETR AMI Communication Device Retrofit & Installation of 437.000 28.0000 EA 12,236.00 5/14/2019 WATER METER REGISTER RETR AMI Communication Device Retrofit & Installation of 707.000 55.0000 EA 38,885.00 5/14/2019 WATER METER REGISTER RETR AMI Communication Device City cif REVISED Lubbock TEXAS PURCHASE ORDER TO: ITRON INC PO BOX 200209 DALLAS TX 75320-0209 SHIP TO: Page - 4 Date - 4/23/2019 Order Number 22104378 000 OP 311 CITY OF LUBBOCK WATER UTILITIES OPERATIONS 402 MUNICIPAL DR LUBBOCK TX 79401 INVOICE TO: CITY OF LUBBOCK ACCOUNTSPAYABLE P.O. BOX 2000 �$ V LUBBOCK, TX 79457 BY: Marta AlAz, Director Of Purchasing & Contract Management Ordered 4/23/2019 Requested 5/14/2019 Delivery A SPEAR REQ 52901 Description/Supplier Item Freight Taken By Retrofit & Installation of WAI'ER METER REGISTER RETR AMI Communication Device Retrofit & Installation of WATFR METER REGISTER RETR AMI Communication Device Retrofit & Installation of WATER MUTER REGISTER RETR AMI Communication Device Retrofit & Installation of WA"I'ER METER REGISTER RETR AMI Communication Device Retrofit & Installation of WATER METER REGISTER RETR AMI Communication Device Retrofit & Installation of WATER METER REPLACEMENT AMI Communication Device Retrofit & Installation of WATER METER REPLACEMENT AMI Communication Device Retrofit & Installation of WATER METER REPLACEMENT A AMI Communication Device F_MONCADA Resolution No. 2018-RO 194 Ordered Unit Cost UM Extension Request Date 200.000 55.0000 EA 11,000.00 5/14/2019 80.000 55.0000 EA 4,400.00 5/14/2019 30.000 55.0000 EA 1,650.00 5/14/2019 14.000 55.0000 EA 770.00 5/14/2019 3.000 55.0000 EA 165.00 5/14/2019 31.582.000 36.0000 EA 1,136,952.00 5/14/2019 19,612.000 36.0000 EA 706,032.00 5/14/2019 689.000 242.0000 EA 166,738.00 5/14/2019 City of REVISED fi Lubbock TEXAS PURCHASE ORDER TO: ITRON INC PO BOX 200209 DALLAS TX 75320-0209 SHIP TO: Page - 5 Date - 4/23/2019 Order Number 22104378 000 OP 311 CITY OF LUBBOCK WATER UTILITIES OPERATIONS 402 MUNICIPAL DR LUBBOCK TX 79401 INVOICE 7'O: CITY OF LUBBOCK ACCOUNTSPAYABLE P.O. BOX 2000 �A&v LUBBOCK, TX 79457 BY: Marta Al rez, Efirector of Purchasing & Contract Management Ordered 4/23/2019 Requested 5/14/2019 Delivery A SPEAR REQ 52901 Freight Taken By Resolution No. 2018-RO 194 F_MONCA DA Description/Supplier Item Ordered Unit Cost _ UM Extension Request Date Retrofit & Installation of 1,667.000 242.0000 EA 403,414.00 5/14/2019 WATER METER REPLACEMENTA AMI Communication Device Retrofit & Installation of 160.000 443.0000 EA 70,880.00 5/14/2019 WATER METER REPLACEMENT A AMI Communication Device Retrofit & Installation of 80.000 566.0000 EA 45,280.00 5/14/2019 WATER METER REPLACEMENT A AMI Communication Device Retrofit & Installation of 21.000 882.0000 EA 18,522.00 5/14/2019 WATER METER REPLACEMENTA AMI Communication Device Retrofit & Installation of 9.000 1,319.0000 EA 11,871.00 5/14/2019 WATER METER REPLACEMENTA AMI Communication Device Retrofit & Installation of 3.000 2,263.0000 EA 6,789.00 5/14/2019 WATER METER REPLACEMENTA AMI Communication Device Through the lid External 500.000 42,0000 EA 2L000.00 5/14/2019 THROUGI I TI IE LID EXTERNAL Antenna Meter Pit Lid 20,000.000 3.5300 EA 70,600,00 5/14/2019 METER PIT LID - INSTALLAT Installation Cit.>C REVISED Lubbock TEXAS PURCHASE ORDER TO ITRON INC PO BOX 200209 DALLAS TX 75320-0209 SHIP TO: Page - 6 Date - 4/23/2019 Order Number 22104378 000 OP 311 CITY OF LUBBOCK WATER UTILITIES OPERATIONS 402 MUNICIPAL DR LUBBOCK TX 79401 INVOICE TO: CITY OF LUBBOCK ACCOUNTSPAYABLE P.O. BOX 2000 LUBBOCK, TX 79457 QV: rta Al ez, eclor ol' Purchasing & Contract Management Ordered 4/23/2019 Requested 5/14/2019 Delivery A SPEAR REQ 52901 Description/Supplier Item Water Meter Disposal WATER METER DISPOSAL Replace 1.5 Inch Meter Flange Replace 2 Inch Meter Flange Terms NET 30 Freight Taken By Resolution No. 2018-RO 194 Ordered Unit Cost UM 1.000 (250,000.0000) EA 289.000 335.0000 EA 584.000 445.0000 EA F_MONCADA Extension Request Date (250,000.00) 5/14/2019 Total Order 96,815.00 5/14/2019 259,880.00 5/14/2019 18,356,728.00 This purchase order encumbers funds in the amount of $18,356,728.00 awarded to Itron Inc. of Dallas, Texas, on June 14, 2018. The following is incorporated into and made part of this purchase order by reference: Resolution # 2018-R0194. CITY OF LUBBOCK ATTEST: -�'j �� Vv A -- Daniel M. Pope, Mayor Rebecca Garz City Secretary City of Lubbock PURCHASE ORDER TEXAS TO: ITRON INC PO BOX 200209 DALLAS TX 75320-0209 Page - 1 Date - 3/10/2020 Order Number 22104802 000 OP Branch/Plant 6311 SHIP TO: CITY OF LUBBOCK WATER UTILITIES OPERATIONS 402 MUNICIPAL DR LUBBOCK TX 79401 1 N V OICE TO: CITY OF LUBBOCK ACCOUNTSPAYABLE P.O. BOX 2000 LUBBOCK, TX 79457 BYAMairta ez, ector of Purchasing & Contract Management ff Ordered 3/10/2020 Freight Requested 4/10/2020 Taken By J MONTES Delivery P NOLEN REQ 55083 7123-17 EU Description/Supplier Item Ordered Unit Cost U_M Extension Request Date Pit Lids 8,000.000 15.0000 EA 120,000.00 4/10/2020 DFW 18AMR AF Contract 7123-17 Master Agreement Total Order Terms NET DUE ON RECEIPT 120,000.00 This purchase order encumbers funds for $129,000.00 awarded to Itron, Inc. of Dallas, TX on June 14, 2018. The following is incorporated into and made part of this purchase order by reference: 7123-17-EUA Itron, Inc. Dallas, TX. Resolution #2018-R0194 CITY OF LUBBOCK Daniel M. Pope, Mayor ATTEST: Rebe ca Garza, City Secretary Rev. 1/2020 Seller and Buyer agree as follows: PURCHASE ORDER TERMS AND CONDITIONS IMPORTANT: READ CAREFULLY STANDARD TERMS AND CONDITIONS CITY OF LUBBOCK, TX I. SELLER TO PACKAGE GOODS. Seller will package goods in accordance with good commercial practice. Each shipping container shall be clearly and permanently marked as follows (a) Seller's name and address, (b) Consignee's time, address and purchase order or purchase release number and the supply agreement number ifapplicable, (c) Container number and total number of containers, e.g. box I of 4 boxes, and (d) the number of the container bearing the packing slip. Seller shall bear cost ofpackaging unless otherwise provided. Goods shall be suitably packed to secure lowest transportation costs and to conform with requirements of common carriers and any applicable specifications. Buyer's count or weight shall be final and conclusive on shipments not accompanied by packing lists. 2. SHIPMENT UNDER RESERVATION PROHIBITED. Seller is not authorized to ship the goods under reservation and no tender of a bill of lading will operate as a tender ofgoods. 3. TITLE AND RISK OF LOSS. The title and risk of loss of the goods shall not pass to Buyer until Buyer actually receives and takes possession of the goods at the point or points of delivery. 4. NO REPLACEMENT OF DEFECTIVE TENDER Every tender of delivery of goods must fully comply with all provisions of this contract as to time of delivery, quality and the like. If a tender is made which does not fully conform, this shall constitute a breach and Seller shall not have the right to substitute a conforming tender, provided, where the time Ibr performance has not yet expired, the Seller may reasonably notify Buyer of his intention to cure and may then make a conforming tender within the contract time but not afterward. 5. INVOICES & PAYMENTS. a. S e 1 I e r shall submit separate invoices, in duplicate, one each purchase order or purchase release after each delivery. Invoices shall indicate the purchase order or purchase release number and the supply agreement number if applicable. Invoices shall be itemized and transportation charges, if any, shall be listed separately. A copy of the bill of lading, and the freight waybill when applicable, should be attached to the invoice. Mail To: Accounts Payable, City of Lubbock, P. 0. Box 2000, Lubbock, Texas 79457. Payment shall not be due until the above instruments are submitted after delivery. 6. GRATUITIES. The Buyer may, by written notice to the Seller, cancel this contract without liability to Seller if it is determined by Buyer that gratuities, in the form of entertainment, gifts or otherwise, were offered or given by the Seller, or any agent or representative of the Seller, to any officer or employee of the City of Lubbock with a view to securing a contract or securing favorable treatment with respect to the awarding or amending, or the making of any determinations with respect to the performing of such a contract. In the event this contract is canceled by Buyer pursuant to this provision, Buyer shall be entitled, in addition to any other rights and remedies, to recover or withhold the amount of the cost incurred by Seller in providing such gratuities. 7. SPECIAL TOOLS & TEST EQUIPMENT. If the price stated on the face hereof includes the cost of any special tooling or special test equipment fabricated or required by Seller for the purpose of filling this order, such special tooling equipment and any process sheets related thereto shall become the property of the Buyer and to the extent feasible shall be identified by the Seller as such. 8. WARRANTY -PRICE. a. The price to be paid by the Buyer shall be that contained in Seller's bid which Seller warrants to be no higher than Seller's current process on orders by others for products of the kind and specification covered by this agreement for similar quantities under similar of like conditions and methods of purchase. In the event Seller breaches this warranty, the prices of the items shall be reduced to the Seller's current prices on orders by others, or in the alternative. Buyer may cancel this contract without liability to Seller for breach or Seller's actual expense. It. The Seller warrants that no person or selling agency has been employed or retained to solicit or secure this contract upon an agreement or understanding for commission, percentage, brokerage, or contingent fee excepting bona fide employees of bona fide established commercial or selling agencies maintained by the Seller for the purpose of securing business. For breach of vitiation of this warranty the Buyer shall have the right in addition to any other right of rights to cancel this contract without liability and to deduct from the contract price, or otherwise recover without liability and to deduct from the contract price, or otherwise recover the full amount of such commission, percentage, brokerage or contingent fee. 9. WARRANTY -PRODUCT. Seller shall not limit or exclude any implied warranties and any attempt to do so shall render this contract voidable at the option of the Buyer. Seller warrants that the goods famished will conform to the specification, drawings, and descriptions listed in the bid invitation, and to the sample(s) furnished by the Seller, if any. In the event of a conflict or between the specifications, drawings, and descriptions, the specifications shall govern. Notwithstanding any provisions contained in the contractual agreement, the Seller represents and warrants fault -free performance and fault -free result in the processing date and date related data (including, but not limited to calculating, comparing and sequencing) of all hardware, software and firmware products delivered and services provided under this Contract, individually or in combination, as the case may be from the effective date of this Contract. The obligations contained herein apply to products and services provided by the Seller, its sub- Seller or any third party involved in the creation or development of the products and services to be delivered to the City of Lubbock under this Contract. Failure to comply with any of the obligations contained herein, may result in the City of Lubbock availing itself of any of its rights under the law and under this Contract including, but not limited to, its right pertaining to termination or default. The warranties contained herein are separate and discrete from any other warranties specified in this Contract, and are not subject to any disclaimer of warranty, implied or expressed, or limitation of the Seller's liability which may be specified in this Contract, its appendices, its schedules, its annexes or any document incorporated in this Contract by reference. 10. SAFETY WARRANTY. Seller warrants that the product sold to the Buyer shall conform to the standards promulgated by the U. S. Department of Labor under the Occupational Safety and Health Act of 1970. In the event the product does not conform to OSHA standards, Buyer may return the product for correction or replacement at the Seller's expense. In the event Seller fails to make the appropriate correction within a reasonable time, correction made by Buyer will be at the Seller's expense. 11. NO WARRANTY BY BUYER AGAINST INFRINGEMENTS. As part of this contract for sale Seller agrees to ascertain whether goods manufactured in accordance with the specifications attached to this agreement will give rise to the rightful claim of any third person by way of infringement of the like. Buyer makes no warranty that the production ofgoods according to the specification will not give rise to such a claim, and in no event shall Buyer be liable to Seller for indemnification in the event that Seller is sued on the grounds of infringement of the like. If Seller is of the opinion that an infringement or the like will result, he will notify the Buyer to this effect in writing within two weeks after the signing of this agreement. If Buyer does not receive notice and is subsequently held liable for the infringement or the like, Seller will save Buyer harmless. If Seller in good faith ascertains the production of the goods in accordance with the specifications will result in infringement or the like, the contract shall be null and void. 12. NON APPROPRIATION. All funds for payment by the City under this contract are subject to the availability of an annual appropriation for this purpose by the City. In the event of nonappropriation of funds by the City Council of the City of Lubbock for the goods or services provided under the contract, the City will terminate the contract, without termination charge or other liability, on the last day of the then -current fiscal year or when the appropriation made for the then -current year for the goods or services covered by this contract is spent, whichever event occurs first. If at any time funds are not appropriated for the continuance of this contract, cancellation shall be accepted by the Seller on thirty (30) days prior written notice, but failure to give such notice shall be of no effect and the City shall not be obligated under this contract beyond the date of termination. 13. RIGHT OF INSPECTION. Buyer shall have the right to inspect the goods at delivery before accepting them 14. CANCELLATION. Buyer shall have the right to cancel for default all or any part of the undelivered portion of this order if Seller breaches any of the terms hereof including warranties of Seller or if the Seller becomes insolvent or commits acts of bankruptcy. Such right of cancellation is in addition to and not in lieu of any other remedies which Buyer may have in law or equity. 15. TERMINATION. The performance of work under this order may be terminated in whole, or in part by the Buyer in accordance with this provision. Termination of work hereunder shall be effected by the delivery of the Seller of a "Notice of Termination" specifying the extent to which performance of work under the order is terminated and the date upon which such termination becomes effective. Such right or termination is in addition to and not in lieu of the rights of Buyer set forth in Clause 14, herein. 16. FORCE MAJEURE. Neither party shall be held responsible for losses, resulting if the fulfillment of any terms of provisions of this contract is delayed or prevented by any cause not within the control of the party whose performance is interfered with, and which by the exercise of reasonable diligence said party is unable to prevent. 17. ASSIGNMENT -DELEGATION. No right or interest in this contract shall be assigned or delegation of any obligation made by Seller without the written permission of the Buyer. Any attempted assignment or delegation by Seller shall be wholly void and totally ineffective for all purpose unless made in confannitywith this paragraph. 18. WAIVER. No claim or right arising out of a breach of this contract can be discharged in whole or in part by a waiver or renunciation of the claim or right unless the waiver or renunciation is supported by consideration and is in writing signed by the aggrieved party. 19. INTERPRETATION -PAROLE EVIDENCE. This writing, plus any specifications for bids and performance provided by Buyer in its advertisement for bids, and any other documents provided by Seller as part of his bid, is intended by the parties as a final expression of their agreement and intended also as a complete and exclusive statement of the terms of their agreement. Whenever a term defined by the Uniform Commercial Code is used in this agreement, the definition contained in the Code is to control. 20. APPLICABLE LAW. This agreement shall be governed by the Uniform Commercial Code. Whereever the term "Uniform Commercial Code" is used, it shall be construed as meaning the Uniform Commercial Code as adopted in the State of Texas as effective and in force on the date of this agreement. 21. RIGHT TO ASSURANCE. Whenever one party to this contract in good faith has reason to question the other party's intent to perform he may demand that the other party give written assurance of his intent to perform. In the event that a demand is made and no assurance is given within five (5) days, the demanding party may treat this failure as an anticipatory repudiation of the contract. 22. INDEMNIFICATION. Seller shall indemnify, keep and save harmless the Buyer, its agents, officials and employees, against all injuries, deaths, loss, damages, claims, patent claims, suits, liabilities, judgments, costs and expenses, which may in anywise accrue against the Buyer in consequence of the granting of this Contract or which may anywise result therefrom, whether or not it shall be alleged or determined that the act was caused through negligence or omission of the Seller or its employees, or of the subSeller or assignee or its employees, if any, and the Seller shall, at his own expense, appear, defend and pay all charges of attorneys and all costs and other expenses arising therefrom of incurred in connection therewith, and, if any judgment shall be rendered against the Buyer in any such action, the Seller shall, at its own expenses, satisfy and discharge the same Seller expressly understands and agrees that any bond required by this contract, or otherwise provided by Seller, shall in no way limit the responsibility to indemnify, keep and save harmless and defend the Buyer as herein provided. 23. TIME. It is hereby expressly agreed and understood that time is of the essence for the performance of this contract, and failure by contract to meet the time specifications of this agreement will cause Seller to be in default of this agreement. 24. MBE. The City of Lubbock hereby notifies all bidders that in regard to any contract entered into pursuant to this request, minority and women business enterprises will be afforded equal opportunities to submit bids in response to this invitation and will not be discriminated against on the grounds of race, color, sex or natural origin in consideration for an award. 25. NON -ARBITRATION. The City reserves the right to exercise any right or remedy to it by law, contract, equity, or otherwise, including without limitation, the right to seek any and all forms of relief in a court of competent jurisdiction. Further, the City shall not be subject to any arbitration process prior to exercising its unrestricted right to seek judicial remedy. The remedies set forth herein are cumulative and not exclusive, and maybeexercised concurrently. To the extent of any conflict between this provision and another provision in, or related to, this document, this provision shall control. 26. RIGHT TO AUDIT. At any time during the term of the contract, or thereafter, the City, or a duly authorized audit representative of the City or the State of Texas, at its expense and at reasonable times, reserves the right to audit Contractors records and books relevant to all services provided to the City under this Contract. In the event such an audit by the City reveals any errors or overpayments by the City, Contractor shall refund the City the full amount ofsuch overpayments within thirty (30) days of such audit findings, or the City, at its option, reserves the right to deduct such amounts owing the City from any payments due Contractor. 27. HOUSE BILL 2015. House Bill 2015, signed by the Governor on June 14, 2013 and effective on January 1, 2014, authorizes a penalty to be imposed on a person who contracts for certain services with a governmental entity and who fails to properly classify their workers. This applies to subcontractors as well. Contractors and subcontractors who fail to properly classify individuals performing work under a governmental contract will be penalized $200 for each individual that has been misclassifred. (Texas Government Code Section 2155.001). 28. ASSIGNING OR SUBLETTING THE CONTRACT. The Contractor shal I not assign or sublet the contract, or any portion of the contract, without written consent from the Director of Purchasing and Contract Management. Should consent be given, the Contractor shall insure the Subcontractor or shall provide proof on insurance from the Subcontractor that complies with all contract Insurance requirements. 29. HOUSE BILL 1295 DISCLOSURE OF INTERESTED PARTIES. House Bill 1295, adopted by the 84th Legislature, created §2252.908, Texas Government Code. Section 2252.908 requires a business entity entering into certain contracts with a governmental entity or state agency to file with the governmental entity or state agency a disclosure of interested parties at the time the business entity submits the signed contract to the governmental entity or state agency. Instructions for completing Form 1295 are available at: httpi//www.ei.lubbock.tx.Lis/del2aiiiiictiiil-%vcbsites/dcp,it tinents/ptircliasinL/vendoi--infonnation 30. CONTRACTOR ACKNOWLEDGES, by supplying any Goods or Services that the Contractor has read, fully understands, and will be in full compliance with all terms and conditions and the descriptive material contained herein and any additional associated documents and Amendments. The City disclaims any terms and conditions provided by the Contractor unless agreed upon in writing by the parties. In the event of conflict between these terms and conditions and any terms and conditions provided by the Contractor, the terms and conditions provided herein shall prevail. The terms and conditions provided herein are the final terms agreed upon by the parties, and any prior conflicting terms shall be of no force or effect. 3 L HB 89 The Contractor warrants that it complies with Chapter 2270.001 of the Texas Government Code by verifying that: (1) The Contractor does not boycott Israel; and(2) The Contractor will not boycott Israel during the term ofthe Agreement. 32. The Contractor (i) does not engage in business with Iran, Sudan or any foreign terrorist organization and (ii) it is not listed by the Texas Comptroller under Section 2252.153, Texas Goverment Code, as a company known to have contracts with or provide supplies or services to a foreign terrorist organization. 33. TEXAS PUBLIC INFORMATION ACT. The requirements of Subchapter J, Chapter 552, Government Code, may apply to this contract and the contractor or vendor agrees that the contract can be terminated if the contractor or vendor knowingly or intentionally fails to comply with a requirement of that subchapter. 34. Pursuant to Section 552.234(c) of the Texas Government Code, the City of Lubbock has designated the following email address for which public information requests may be made by an entailed request: orr(amvlubbock.us. Please send this request to this email address for it to be processed. REV. 12020 Avwr* City of Lubbock TEXAS PURCHASE ORDER TO: ITRON INC PO BOX 200209 DALLAS TX 75320-0209 Page - 1 Date - 4/7/2020 Order Number 22104822 000 OP Branch/Plant 6311 SHIP TO: CITY OF LUBBOCK WATER UTILITIES OPERATIONS 402 MUNICIPAL DR LUBBOCK TX 79401 IN VOICE TO: CITY OF LUBBOCK ACCOUNTSPAYABLE P.O. BOX 2000 LUBBOCK, TX 79457 BY: Marta Alvarez: DirectorX Purchasing & Contract Management Ordered 4/7/2020 Freight Requested 5/7/2020 Taken By J MONTES Delivery P NOLEN REQ 55512 2018-RO 194/ Reference 2210471 Description/Supplier Item Ordered Unit Cost UM 1.0 INCH MULTI -JET WATER METER 500.000 142.0000 EA B 16-A 11-A 16-012OA-LP 1.5 INCH MULTI -JET WATER METER 314.000 261.0000 EA M22-A00-A 16-0102A-LP 6.0 INCH WATER METERS 22.000 4,701.0000 EA 0305-M1-A03-LP Terms NET DUE ON RECEIPT Extension Request Date 71,000.00 5/7/2020 Total Order 81,954.00 5/7/2020 103,422.00 5/7/2020 256,376.00 This purchase order encumbers funds in the amount of $256,376.00 awarded to Itron, Inc. of Dallas, TX, on June 14, 2018. The following is incorporated into and made part of this purchase order by reference contract: 7123-17-EUA from Itron, Inc. of Dallas, TX. Resolution# 2018-R0194. CITY OF LUBBOCK Daniel M. Pope, ayor ATTEST: I'Ut'e-0- '_" Reb cca Garza, City Secreta Rev. 1/2020 Seller and Buyer agree as follows: PURCHASE ORDER TERMS AND CONDITIONS IMPORTANT: READ CAREFULLY STANDARD TERMS AND CONDITIONS CITY OF LUBBOCK, TX 1. SELLER TO PACKAGE GOODS. Seller will package goods in accordance with good commercial practice. Each shipping container shall be clearly and permanently marked as follows (a) Seller's name and address, (b) Consignee's name, address and purchase order or purchase release number and the supply agreement number if applicable, (c) Container number and total number of containers, e.g. box I of 4 boxes, and (d) the number of the container bearing the packing slip. Seller shall bear cost of packaging unless otherwise provided. Goods shall be suitably packed to secure lowest transportation costs and to conform with requirements of common carriers and any applicable specifications. Buyer's count or weight shall be final and conclusive on shipments not accompanied by packing lists. 2. SHIPMENT UNDER RESERVATION PROHIBITED. Seller is not authorized to ship the goods under reservation and no tender of a bill of lading will operate as a tender of goods. 3. TITLE AND RISK OF LOSS. The title and risk of loss of the goods shall not pass to Buyer until Buyer actually receives and takes possession of the goods at the point or points of delivery. 4. NO REPLACEMENT OF DEFECTIVE TENDER Every tender of delivery of goods must fully comply withal] provisions of this contract as to time of delivery, quality and the like. If a tender is made which does not fully conform, this shall constitute a breach and Seller shall not have the right to substitute a conforming tender, provided, where the time for performance has not yet expired, the Seller may reasonably notify Buyer of his intention to cure and may then make a conforming tender within the contract time but not afterward. 5. INVOICES & PAYMENTS. a. S e I I e r shall submit separate invoices, in duplicate, one each purchase order or purchase release after each delivery. Invoices shall indicate the purchase order or purchase release number and the supply agreement number if applicable. Invoices shall be itemized and transponation charges, if any, shall be listed separately. A copy of the bill of lading, and the freight waybill when applicable, should be attached to the invoice. Mail To: Accounts Payable, City of Lubbock, P. O. Box 2000, Lubbock, Texas 79457. Payment shall not be due until the above instruments are submitted after delivery. 6. GRATUITIES, The Buyer may, by written notice to the Seller, cancel this contract without liability to Seller if it is determined by Buyer that gratuities, in the form of entertainment, gifts or otherwise, were offered or given by the Seller, or any agent or representative of the Seller, to any officer or employee of the City of Lubbock with a view to securing a contract or securing favorable treatment with respect to the awarding or amending, or the making of any determinations with respect to the performing of such a contract. In the event this contract is canceled by Buyer pursuant to this provision, Buyer shall be entitled in addition to any other rights and remedies, to recover or withhold the amount ofthe cost incurred by Seller in providing such gratuities. 7. SPECIAL TOOLS & TEST EQUIPMENT. If the price stated on the face hereof includes the cost of any special tooling or special test equipment fabricated or required by Seller for the purpose of filling this order, such special tooling equipment and any process sheets related thereto shall become the property of the Buyer and to the extent feasible shall be identified by the Seller as such. 8. WARRANTY -PRICE. a. The price to be paid by the Buyer shall be that contained in Seller's bid which Seller warrants to be no higher than Seller's current process on orders by others for products of the kind and specification covered by this agreement for similar quantities under similar of like conditions and methods of purchase. In the event Seller breaches this warranty, the prices of the items shall be reduced to the Seller's current prices on orders by others, or in the alternative. Buyer may cancel this contract without liability to Seller for breach or Seller's actual expense. b. The Seller warrants that no person or selling agency has been employed or retained to solicit or secure this contract upon an agreement or understanding for commission, percentage, brokerage, or contingent fee excepting bona fide employees of bona fide established commercial or selling agencies maintained by the Seller for the purpose of securing business. For breach of vitiation of this warranty the Buyer shall have the right in addition to any other right of rights to cancel this contract without liability and to deduct from the contract price, or otherwise recover without liability and to deduct from the contract price, or otherwise recover the full amount of such commission, percentage, brokerage or contingent fee. 9. WARRANTY -PRODUCT. Seller shall not limit or exclude any implied warranties and any attempt to do so shall render this contract voidable at the option of the Buyer. Seller warrants that the goods furnished will conform to the specification, drawings, and descriptions listed in the bid invitation, and to the sample(s) furnished by the Seller, if any. In the event of a conflict or between the specifications, drawings, and descriptions, the specifications shall govern. Notwithstanding any provisions contained in the contractual agreement, the Seller represents and warrants fault -free performance and fault -free result in the processing date and date related data (including, but not limited to calculating, comparing and sequencing) of all hardware, software and firmware products delivered and services provided under this Contract, individually or in combination, as the case may be from the effective date of this Contract. The obligations contained herein apply to products and services provided by the Seller, its sub- Seller or any third party involved in the creation or development of the products and services to be delivered to the City of Lubbock under this Contract. Failure to comply with any of the obligations contained herein, may result in the City of Lubbock availing itself of any of its rights under the law and under this Contract including, but not limited to, its right pertaining to termination or default. The warranties contained herein are separate and discrete from any other warranties specified in this Contract, and are not subject to any disclaimer of warranty, implied or expressed, or limitation of the Seller's liability which may be specified in this Contract, its appendices, its schedules, its annexes or any document incorporated in this Contract by reference. 10. SAFETY WARRANTY. Seller warrants that the product sold to the Buyer shall conform to the standards promulgated by the U. S. Department of Labor under the Occupational Safety and Health Act of 1970. In the event the product does not conform to OSHA standards, Buyer may return the product for correction or replacement at the Seller's expense. In the event Seller fails to make the appropriate correction within a reasonable time, correction made by Buyer will be at the Seller's expense. I1.. NO WARRANTY BY BUYER AGAINST INFRINGEMENTS. As part of this contract for sale Seller agrees to ascertain whether goods manufactured in accordance with the specifications attached to this agreement will give rise to the rightful claim of any third person by way of infringement of the like. Buyer makes no warranty that the production of goods according to the specification will not give rise to such a claim, and in no event shall Buyer be liable to Seller for indemnification in the event that Seller is sued on the grounds of infringement of the like. If Seller is of the opinion that an infringement or the like will result, he will notify the Buyer to this effect in writing within two weeks after the signing of this agreement. If Buyer does not receive notice and is subsequently held liable for the infringement or the like, Seller will save Buyer harmless. If Seller in good faith ascertains the production of the goods in accordance with the specifications will result in infringement or the like, the contract shall be null and void. 12. NON APPROPRIATION. All funds for payment by the City under this contract are subject to the availability of an annual appropriation for this purpose by the City. In the event of nonappropriation of funds by the City Council of the City of Lubbock for the goods or services provided under the contract, the City will terminate the contract, without termination charge or other liability, on the last day of the then -current fiscal year or when the appropriation made for the then -current year for the goods or services covered by this contract is spent, whichever event occurs first. If at any time funds are not appropriated for the continuance of this contract, cancellation shall be accepted by the Seller on thirty (30) days prior written notice, but failure to give such notice shall be of no effect and the City shall not be obligated under this contract beyond the date of termination. 13. RIGHT OF INSPECTION. Buyer shall have the right to inspect the goods at delivery before accepting them 14. CANCELLATION. Buyer shall have the right to cancel for default all or any part of the undelivered portion of this order if Seller breaches any of the terms hereof including warranties of Seller or if the Seller becomes insolvent or commits acts of bankruptcy. Such right of cancellation is in addition to and not in lieu of any other remedies which Buyer may have in law or equity. 15. TERMINATION. The performance of work under this order may be terminated in whole, or in part by the Buyer in accordance with this provision. Termination of work hereunder shall be effected by the delivery of the Seller of a "Notice of Termination" specifying the extent to which performance of work under the order is terminated and the date upon which such termination becomes effective. Such right or termination is in addition to and not in lieu of the rights of Buyer set forth in Clause 14, herein. 16. FORCE MAJEURE. Neither party shall be held responsible for losses, resulting if the fulfillment of any terms of provisions of this contract is delayed or prevented by any cause not within the control of the party whose performance is interfered with, and which by the exercise of reasonable diligence said party is unable to prevent. 17. ASSIGNMENT -DELEGATION. No right or interest in this contract shall be assigned or delegation of any obligation made by Seller without the written permission of the Buyer. Any attempted assignment or delegation by Seller shall be wholly void and totally ineffective for all purpose unless made in conformity with this paragraph. I8. WAIVER. No claim or right arising out of a breach of this contract can be discharged in whole or in part by a waiver or renunciation of the claim or right unless the waiver or renunciation is supported by consideration and is in writing signed by the aggrieved party. 19. INTERPRETATION -PAROLE EVIDENCE. This writing, plus any specifications for bids and performance provided by Buyer in its advertisement for bids, and any other documents provided by Seller as part of his bid. is intended by the parties as a final expression of their agreement and intended also as a complete and exclusive statement of the terms of their agreement. Whenever a term defined by the Uniform Commercial Code is used in this agreement, the definition contained in the Code is to control. 20. APPLICABLE LAW. This agreement shall be governed by the Uniform Commercial Code. Whereever the term "Uniform Commercial Code" is used, it shall be construed as meaning the Uniform Commercial Code as adopted in the State of Texas as effective and in force on the date of this agreement. 21. RIGHT TO ASSURANCE. Whenever one party to this contract in good faith has reason to question the other parry's intent to perform he may demand that the other party give written assurance of his intent to perform. In the event that a demand is made and no assurance is given within five (5) days, the demanding party may treat this failure m an anticipatory repudiation of the contract. 22. INDEMNIFICATION. Seller shall indemnify, keep and save harmless the Buyer, its agents, officials and employees, against all injuries, deaths, loss, damages, claims, patent claims, suits, liabilities, judgments, costs and expenses, which may in anywise accrue against the Buyer in consequence of the granting of this Contract or which may anywise result therefrom, whether or not it shall be alleged or determined that the act was caused through negligence or omission of the Seller or its employees, or of the subSeller or assignee or its employees, if any, and the Seller shall, at his own expense, appear, defend and pay all charges of attorneys and all costs and other expenses arising therefrom of incurred in connection therewith, and, if anyjudgment shall be rendered against the Buyer in any such action, the Seller shall, at its own expenses, satisfy and discharge the same Seller expressly understands and agrees that any bond required by this contract, or otherwise provided by Seller, shall in no way limit the responsibility to indemnify, keep and save harmless and defend the Buyer as herein provided. 23. TIME. It is hereby expressly agreed and understood that time is of the essence for the performance of this contract, and failure by contract to meet the time specifications of this agreement will cause Seller to be in default of this agreement. 24. MBE. The City of Lubbock hereby notifies all bidders that in regard to any contract entered into pursuant to this request, minority and women business enterprises will be afforded equal opportunities to submit bids in response to this invitation and will not be discriminated against on the grounds of race, color, sex or natural origin in consideration for an award. 25. NON -ARBITRATION, The City reserves the right to exercise any right or remedy to it by law, contract, equity, or otherwise, including without limitation, the right to seek any and all forms of relief in a court of competent jurisdiction. Further, the City shall not be subject to any arbitration process prior to exercising its unrestricted right to seek judicial remedy. The remedies set forth herein are cumulative and not exclusive, and may be exercised concurrently. To the extent of any conflict between this provision and another provision in, or related to, this document, this provision shall control. 26. RIGHT TO AUDIT. At any time during the term of the contract, or thereafter, the City, or a duly authorized audit representative of the City or the State of Texas, at its expense and at reasonable times, reserves the right to audit Contractor's records and books relevant to all services provided to the City under this Contract. In the event such an audit by the City reveals any errors or overpayments by the City, Contractor shall refund the City the full amount of such overpayments within thirty (30) days of such audit findings, or the City, at its option, reserves the right to deduct such amounts owing the City from any payments due Contractor. 27. HOUSE BILL 2015. House Bill 2015, signed by the Governor on June 14. 2013 and effective on January 1. 2014, authorizes a penalty to be imposed on a person who contracts for certain services with a governmental entity and who fails to properly classify their workers. This applies to subcontractors as well. Contractors and subcontractors who fail to properly classify individuals performing work under a governmental contract will be penalized $200 for each individual that has been misclassified. (Texas Government Code Section 2155.001). 28. ASSIGNING OR SUBLETTING THE CONTRACT. The Contractor shall not assign or sublet the contract, or any portion of the contract, without written consent from the Director of Purchasing and Contract Management. Should consent be given, the Contractor shall insure the Subcontractor or shall provide proof on insurance from the Subcontractor that complies with all contract Insurance requirements. 29. HOUSE BILL 1295 DISCLOSURE OF INTERESTED PARTIES. House Bill 1295, adopted by the 84th Legislature, created §2252.908, Texas Government Code. Section 2252.908 requires a business entity entering into certain contracts with a governmental entity or state agency to file with the governmental entity or state agency a disclosure of interested parties at the time the business entity submits the signed contract to the governmental entity or state agency. Instructions for completing Form 1295 are available at: http://wmw ci,lLtbbock.tx.us/departiiiental-web5iteS/tIC13aI Vvendor-information 30. CONTRACTOR ACKNOWLEDGES, by supplying any Goods or Services that the Contractor has read, fully understands, and will be in full compliance with all terms and conditions and the descriptive material contained herein and any additional associated documents and Amendments. The City disclaims any terms and conditions provided by the Contractor unless agreed upon in writing by the parties. In the event of conflict between these terms and conditions and any terms and conditions provided by the Contractor, the terms and conditions provided herein shall prevail. The terms and conditions provided herein are the final terms agreed upon by the parties, and any prior conflicting terms shall be of no force or effect. 31. HE 89 The Contractor warrants that it complies with Chapter 2270.001 of the Texas Government Code by verifying that: (1) The Contractor does not boycott Israel; and(2) The Contractor will not boycott Israel during the term of the Agreement. 32. The Contractor (i) does not engage in business with Iran, Sudan or any foreign terrorist organization and (ii) it is not listed by the Texas Comptroller under Section 2252.153, Texas Government Code, as a company known to have contracts with or provide supplies or services to a foreign terrorist organization. 33. TEXAS PUBLIC INFORMATION ACT. The requirements of Subchapter J, Chapter 552, Government Code, may apply to this contract and the contractor or vendor agrees that the contract can be terminated if the contractor or vendor knowingly or intentionally fails to comply with a requirement of that subchapter. 34. Pursuant to Section 552.234(c) of the Texas Government Code, the City of Lubbock has designated the following email address for which public information requests may be made by an emailed request: on rr mylubbock. us. Please send this request to this email address for it to be processed. REV. 12020 104440, 1 1 City Of 4Limmek PURCHASE ORDER 7EXAS TO: ITRON INC PO BOX 200209 DALLAS TX 75320-0209 Page - 1 Date - 4/20/2020 Order Number 22104943 000 OP Branch/Plant 6311 SHIP TO: CITY OF LUBBOCK WATER UTILITIES OPERATIONS 402 MUNICIPAL DR LUBBOCK TX 79401 LWOICETO: CITY OF LUBBOCK ACCOUN-rS PAYABLE P.O. BOX200fl �Af LUBBOCK, TX 74457 BY: Marta Ali area, Director Purchasing & Contract Managenrnt Ordered 4/20/2020 Freight Requested 12/1/2020 Taken By Delivery PER P NOLEN REQ 55535 7123-17 EUA 1 PUR 15263 DescriptionlSupplier Item Ordered April 2019 Software as a Sery 1.000 Pmfiessionlal Services May 2019 Software as a Sery I.000 Professional Sen ices June 2019 Software as a Sery 1.000 Professional Services July 2019 Software as a Sery 1.000 Professional Services Aug 2019 Software as a Sery 1,000 Prolessional Sen ices Sept 2019 Software as a Sery 1.000 Prntcssional Services Oct 2019 Software as a Sery 1.000 I'rol'cssional Services Nov 2019 Software as a Sery 1.000 Professional Services T FLORES Unit Cost UM Extension Request Date 8,215.9300 EA 8,215.93 12/1/2020 8,215.9300 EA 8,215.93 12/1/2020 8,215.9300 EA 8,215.93 12J112020 8,215.9300 EA 8,215.93 12/1/2020 8,215.9300 EA 8,215.93 12/1/2020 8,215.9300 EA 8,215.93 12/1/2020 8,215.9300 EA 8,215.93 12/1/2020 8,215,9300 EA 8,215.93 12/1/2020 Rev, 1/2020 Seller and Buyer agree as follows: PURCHASE ORDER TERMS AND CONDITIONS IMPORTANT: READ CAREFULLY STANDARD TERMS AND CONDITIONS CITY OF LUBBOCK, TX I.SELLERTOPACKAGEGOODS. Sella Will pukagegoodsinaccordamewithgood commercial practice. nt Each shipping coainer 'full be clearly and permanently marked as follows (a) Seller's rume and address. (b) Consignee's name. address and purchase order or purchase release ntomberand the supply agroenrem number ifappliable. (c)Container number and total munber of comainem of. box I of 4 boxes, mid (d) the number Of the container bearhmg the packing slop. Seller shall bear oast of packaging unless oQxrwise provided. Goods shall be suitably puked to secure lowest transportation costs and to conform with requirements of common tarsiers and any applicable specifications. Buyer's count or weight dull be final aN conctutiveon shipments not accompanied by puking lists. 2. SHIPMENT UNDER RESERVATION PROHIBITED. Sella is not authorized to ship the goods coda reservation and no tenrda of a bill of lading will operate as a tenderofgoods 3. TITLE AND RISK OF LOSS. The title and risk of loss of the goods shall not pass to Buyer until Buyer actually receives and takes possession of the goods at tho point or palms ofdelivery. 4. NO REPLACEMENT OF DEFECTIVE TENDER Every tender of delivery of goods mass fully comply with all provisions of this contract as to time ofdelivery. qualityand the h7aa if a tender is made which does not fully conform, this shall constitute a beach and Seller shall not have the right to substitute a conforming tender, provided, where the ilme for pafomunce has not yet expired, the Seiler may reasonably notify Buyer of his intention to cure and may then make a conforming tender within the contract time but not a(lawarl. 5. INVOICES & PAYMENTS. A. S e I 1 e r shall submit separate invoices, in duplicate, one ach purchase order or purchase release after each delivery. Invoices shall indicate the purchase order or purchase release number and the supply ogrcemem number if applicable. Invoices shall be itemized and ttaropsnuion charges. if any, shall be listed separately. A copy of the bill of lading, and the freight waybill when applicable, should be attached to the invoice, Mail To: Accounts Payable. City of Lubbock, P. 0. Box 2000, Lubbock- Texas 79457. Payment shall not be due until the above instruments arc submitted after delivery. 6. GRATUITIES. The Buyer may, by written notice to the Seller, cancel this contract without liability to Sella if it is determined by Buyer that gratuities. in the form of amertainment. gifls or otherwise, were offered or given by the Seller, or any agent or representative of the Seller, to any officer or employee of the City of Lubbock with a view to securing a comraa car securing favorable trisaimm with respect to the awarding or amending, or the making of any determinations with respect to the perfomnirli of such a contract. In lho event this contract is canceled by Buyer pursuant to this provision. Buyer dull be crusted, in addition to any other rights and remedies, to recover or withhold the amount of the cost incurred by Seller in providing such gratuliks. 7. SPECIAL TOOLS & TEST EQUIPMENT. If the price stated on the face baccif includes the cost of any special tooling or special test equipment fabricated or required by Sella for the purpose of filling this order. such special tooling equipment and any process shins related thereto shall become the property of the Buyer and to the extent (asible shall be idemified by the Sella as suck 8. WARRANTY -PRICE. a The price to be paid by the Bu)er dull be that contained in Seller's hid which Seller wansms to be no higher than Seller's ctaran process on orders by others for products of the kind and specification covered by this agnemeol for similar quantities wrier similar of like condilions and methods of purchave. In the event Seller breaches this warranty, the prices of the items shall be reduced (a the Seller's cunenl prices on orders by others, or in theahanuivv. Buya may cancel this contract without liability to Seller for breach or Setter's actual expense. b. The Seller warrants that no person or setting agency has ban employed or rosined to solicit or secure this contract upon an agreement or understanding for commission, percentage, brokerage, or contingent fee excepting bona fide eniplo)ars of bona fide established commercial or selling agencies maintained by the Seller for the purpose of sorting business. Forbroach of vitiation of Ibis warranty the Buyer shall have the right in addition to any other right of rights to cancel Ohl$ comrso without liability and to deduct from the contract price, or otherwise recover without liability and to deduct from the contract price, or otherwise recover the full amount crutch commission, percentage, brokerage or contingent fee. 9• WARRANTY -PRODUCT. Sella shall not limit or exclude any implied warranties and any attempt to do so shall tender this contract voidable at the option of tic Buyer. Seller warrants that the goods furnished will conform to the specification, drawings, and descriptions listed in the bid invitation, and to thesample(s) furnished by the Seller, if any. In the event of a conflict or between the specifications, drawings, and descriptions, the specifications shall govern Notwithstanding any provisions contained in the contractual agreement. the Sella represents and warrants fault -flee pafomunce and fault -free result in the processing date and time related data (including, but not limited to calculating. comparing and siquawin l) of all hardware, software and fimmware products delivered and armors provided under this Contract, individually or in combination, as the case may he from the of lectiv a due of this Contra. The obligations comaincil havi n apply to products and services provided by the Sella, its sub- Sella or any third party involved in the creation or development of the products and sin ices to be delivered to the City of Lubbock under this Contrxl. Failure to complywith arty of the obligations contained hacia may result in the City of Lubbock availing itself of any of its righs under the law and under this Comrut including, but not Limited to, is right pertaining to termination or default. The warrawks contained herein are separate and discrete from any other wamamia specified In this Comm, and are rat subject to any disclaimer of waramy, implied or expressed, or limitation of de Setter's liability which may be specified in this Contract. is appendices, its schedules, its annexes or any document incorporated in this Contract by rcfaence. 10. SAFETY WARRANTY. Seller warrams that the product soli to the Buyer shall conform to the standards Promulgated by the U. S. Department of labor undo the Occupational Safety and Health Aar of 1970. In the event the product does not conform to OSHA standards, Buyer may Mum the product for correction or replacement at the Seller's expense. In the event Seller fails to make the appropriate correction within a reasonable time, correction made by Buyer will be at the Sellers expense. 11, NO WARRANTY BY BUYER AGAINST INFRINGEMENTS. As part of this contract for sale Seller agrees to &,certain whether goods manufactured in accordance with the specifications attached to this agreement will give rise to the rightful claim of any third person byway of infringement of the like. Buyermakesno warranty that the production of goods according to the specification will not give rise to such a claim, and in no event shall Buyer be liable to Seller for indemnification in the event that Seller is sued on the grounds of infringement of the like. IfSella is of the opinion that an infringement or the like will result, ho will notify the Buyer to ibis effect Inwriting within two weeks after the signing ofthisagreement, If Buyer does not receive notice and is subsequently held liable for the infringement or the like. Seller will save Buyer lurodess. If Seller in good faith ascertains the production of the goods in accordance with the specifications will result in infringement or the like, the contras shall be null and void. 11 NON APPROPRIATION. All funds for payment by the City under this contract are subject to the availability of an annual appropriation ror this purpose by the City. In the event of ronappropriation of funds by the City Council of the City of Lubbock for the goods or services provided under the contract, the City will terminate the contract, without termination charge or other liability, on the last day of the then•curnm fiscal year or when the appropriation made for the then -current year for the goods or services covered by this contract is spent, whhchover event occursfast. If at any time dreads are not appropriated for the continuance of this contract, cancellation shall be accepted by the Seller an thirty (30) days prior written notice. but failure to give such notice dart be of no effect and the City shall net be obligated under this contract beyond the data of temsination 13. RIGHi OF INSPECr10N, Buys shall have the right to inspect Or goods at delivery before accepting them 14. CANCELLATION. Buyer dull have the right to camel for default all or any par of the wddiverad portion of this order if Seller breaches any of the tams hereof including warsmi s of Seiler or if the Seller becomes insohem or commits was of bankruptcy. Such right of cancellation is in addition to and not in lieu of any other ramedies which Buyer say have in law or equity. 15. TERMINATION. The performance of wok under" order may be terminated in whole, orin pan by the Buyer in accordance with this provision Termination of wok hereunder shall be effected by the delivery of the Seller of a "Nou to of Termination" specifying the extent to which performance of work under the order is terminated and the date upon which such termination becomes effective. Such right or termination is in addition to and rat in lieu of the rights of Buyer set forth in Clause 14. herein 16. FORCE MAJEURE Neither party shall be held responsible for tosses, resuhin g if the fulfillment of amy tams of provisionsof dtis comraer is delayed car pretemad by any cause rot within the contra) of the parry whose perfonnseoe is interfered with. and which by the exercise of rawrablediligence said party is unable to prevent. 17. ASSIGNMENT -DELEGATION. No right or interest in this contract shall be assigned or delegation of any obligation made by Seller without the written pmniuion of the Buyer. Any attempted assignment or delegation by Seller shall be wholly void and totally ineffective for all purpose unless made in conformitywith this paragraph. t8. WAIVER. No claim or right arising out ofa breach of this contract can be discharged in whale or in part by a waiver or renunciation of the claim or tight unless the waiver or renunciation is supported by connsideratianud is in writing signed by the aggrieved parry. 19. INTERPRETATION -PAROLE EVIDENCE. This writing. plus any specifications for bids and performance provided by Buyer in is advertisement for bids, and any other docurrscnts provided by Selleras part of hLs bid, is intended by the ponies as a final expression of their agreement and intended also as a compete and exclusive statement of tho temp of theirapeemem. Whenever a term defined by the Uniform Commercial Code is used in this abetment, the dclinition contained in the Code is to control. 20. APPLICABLE LAW. This agreement shall be governed by the Uniform Commercial Code. Whenever the term "Uniform Commercial Code" is used, it shall be construed as meaning the Uniform Commercial Code as adopted in the Stec of Texas as effective and in force on the date of this agreement. 21. RIGHT TO ASSURANCE. Whenever one" to this contract In good faith hu reason to question the other patty's intent to perform he may demand that the other party ghe written assurance of his intent to perfamt In the item that a demand is made and no assurance is given within five (5) days. the demanding party may treat this failure as an anticipatory repudationof the contract. 22. INDEMNIFICATION. Sella shall indemnify, keep and save harmless the Buyer, its agents, officials and employees, against all injuries, deaths, loss, damages. claims, patent claims, suits, liabilities, judgments, ousts and expenses, which may in anywise accrue against the Buyer in consequence of the graining of this Contract or which nay anywise result thtereliam, whether or not it lath be alleged or determined that the act was caused through negligence or omission of the Sella or its employees, or of the subSeller or assignee or its employees, if any, and the Setter shall is his own expense, appear, defend and pay all charges of anomeys and all costs and other expenses arising therefrom of imameJ in connection therewith, and, if any judgment atoll be radered against the Buyer in any such action, the Sella shall at its own expenses, satisfy and discharge the same Seller expressly understands and agrees that any bond required by this contact. at otherwise provided by Seger, shall in no way limit the responsibility to indemnify, keep and save harmless and defend the Bu)er as herein provided 23. TIME It is hereby expressly agreed and understood that time is of the cssenre for the performance of this contract, and failure by contract to tenet the time specifications of this agreement will cause Seller to be in default of this agreement. 24. MBE. The Ccy of Lubbock hereby notifies all bidders that in regard to any contract nursed into pursuant to this request, minority and women business enterprises will W afrorded equal opportunities to submit bids in response to this invitation and wilt not be discriminated against on the grounds of race, color, sex or natural origin in consideration for an award 25. NON-ARDITRATION. The City reserves the tight to exercise any right or remedy to it by law, contract, equity, or otherwise, including without limitation, the right to seek any and all foam of relief in a court of competent jurfsdicilon Funhcr, the City shall not be subject to any arbitration process prior to exercising its unrestricted right toseekjudicialremedy. The remedies set forth herein amcumulative and not exclusive, and may be exercised coneurnntly. To the extent ofany conflict between this provision and another provision in, or related to, this document, this provision shall control. 26. RIGHT TO AUDIT. At any time during the term of the contras. or thercaRer, the City, or a duly authorized audit representative of the City or the State of Texas, at its expense and at reasonable times, reserves the right to audit Comrutoes records and books relevant to all services provided to the City under this Contract. In the event such an audit by the Chy reverts any anon or Overpayments by the City. Contractor shall refund the City the 6r11 amount ofsuch ovapaynments within thirty (30) days of such audit findings, or the City, at its option, reservesthe right to deduct such amounts owing the City from any payments due Contractor. 27. HOUSE BILL 2015. House Bill 2015, signed by the Governor on June W, 2013 and effective on Jamnary I, 2014. authorizes a penalty to be imposed an a person who contracts for certain services with a govemmemal entity and who fails to properly classify their workers. This applies to subcontractors as well Contrutors and subcontractors who fail to properly classify individuals paknnning wank and" a governmental contra" will be paalind S200 far each individual that has been misclassified. (Texas Government Code Section 2155.001 J. 28. ASSIGNING OR SUBLMiNG THE CONTRACT. The Contractor shall not assign orsublet theca ursa, or any potion of the comsam without written consent from the Director of Purchasing and Contract Management. Should comes be giver. the Contractor aha0 insure the Subcontractor or shall provide proofon insurance from the Subcontractor that complies with all torso[ Insurance requirements. 29. HOUSE BiLL 1295 DISCLOSURE OF INTERESTED PARTIES. Howe Bill I295. adopted by the 84th Legislature. crated §2252.908. Texas Government Code. Section 2252.908 requires a business entity crusting into amain contracts with a governmental emery, or two agency to file with the govemmontal amity or state agency a disclosure of interested panics at the lime the business emhy submits the signed contract to the governmental entity or state agency. Instructions for completing Form 1295 arc available at: ij1p,4ww cihubbacksx.tmdenarmecnal-webs*tea'dcmnments'murchuine'vendorinformation 30. CONTRACTOR ACKNOWLEDGES, by supplying any Goods or Services that the Contractor has read, fully understands, and will be in full compliance with all teams and conditions and the descriptive material contained herein and any additional associated documents and Amendments. The City disclaims arty terms and conditions provided by the Contractor unless agreed upon in writing by the panics. In the event of oonflict between these tams and conditions and any terms and conditions provided by the Contractor, the terns and conditions provided herein shall prevail. The taint and conditions provided herein are the final terns agreed upon by the panic, and any prior conflicting terns shall be of no Rona or effect. 31. JIB 89 The Comraclor warrants that it complies with Chapter 2170.001 of tho Texas Government Code by verifying that (1) The Contractor does not boycott Ismael; and(2) The Contractor will not boycott Israel during the tens of the Agreement. 32. The Contractor (i) does not engage in business with Iran, Sudan or any foreign terrorist organization and (6) it is not listed by the Texas Comptroller under Section 2252.153, Texas Government Code, as a company known to have contracts with or provide supplies or services to a foreign terrorist organization 33. TEXAS PUBLIC INFORMATION ACT. The requirements of Subchapter ), Chapter S52, Government Code. may apply to this contract and the contractor or vendor arm Out the contract can be terminated if the comractorar vendor knowingly or intensionally fails to comply with a requ'renem of that subchapter. 34. Pursuant to Section 552.234(c) of the Texas Government Code, the City of Lubbock has designated the following email address for which public Information requests may be made by an entailed request: our s umtubbock. rn Pleat send this rcquat to this email address for it to be processod. REV. 12020 dA►r City of If Lubbock PURCHASE ORDER TIVAS TO: ITRON INC PO BOX 200209 DALLAS TX 75320-0209 MOICETO: C 0FLUBBOCK AC0011W8 PAYABLE P.O.BOX2000 LUBBOCK, U 79457 Ordered 4/20/2020 Freight Requested 12/1/2020 Taken By Delivery PER PNOLEN REQ 55535 Page - 2 Date - 4/20/2020 Order Number 22104843 000 OP Branch/Plant 6311 SHIP TO: CITY OF LUBBOCK WATER UTILITIES OPERATIONS 402 MUNICIPAL DR LUBBOCK TX 79401 T FLORES 7123-17 EUA / PUR 15263 Description/Supplier Item Ordered Unit Cost UM Extension Request Date Dec 2019 Software as a Sery 1.000 8,215.9300 EA 8,215.93 12/1/2020 Proresslaaa1 ScrVi... Jan 2020 Software as a Sery LOW 8,215.9300 EA 8,215.93 12/1/2020 Professional Services Feb 2020 Software as a Sery 1.000 8,215.9300 EA 8,215.93 12/1/2020 Professional Services Mar 2020 Software as a Sery 1.000 8,215.9300 EA 8,215.93 12/1/2020 Professional Services April 2020 Software as a Sery 1.000 8,215.9300 EA 8,215.93 12/1/2020 Professional Services May 2020 Software as a Sery 1.000 8215.9300 EA 8,215.93 12/1/2020 Professional Scrviccs June 2020 Software as a Sery 1.000 8,215.9300 EA 8,215.93 12/1/2020 Professional Scrviccs July 2020 Software as a Sery 1.000 8,215.9300 EA 8,215.93 12/1/2020 Professional Services Rev. 112020 Seller and Buyer agree as follows: PURCHASE ORDER TERMS AND CONDITIONS IMPORTANT: READ CAREFULLY STANDARD TERMS AND CONDITIONS CITY OF LUBBOCK, TX I. SELLER TO PACKAGE GOODS. Sella will package goods in accordance with good commercial pratice. Each shipping contain shall be clearly and permanently marked as follows (a) Seller's come and address, (b) Costpec's name. address and purchase orderor putchasenkase mrmiberad thesuppy sgsmnem number ifapplicable. (c) Comaina number and total number of containers, e.g. box I of 4 boxes, and (d) The number of the comas er bearing the packing slip. Seller slap bear oast of pakaging unless otherwise provided Goods shall be suitably puked to sawn lowest trsmponatian costs and to conform with requirements of commas carriers and any applicable speciRalions. Buyer's count or weight shall be fuud and conclusive on shipments not accompanied by packing lists. 2. SHIPMENT UNDER RESERVATION PROHIBITED. Seller is not authorized to ship the goods under resavarion and no tender ofa bill of lading will operate as a tenderofgoodt. 3. TiiLE AND RISK OF LOSS. The title and risk of loss of the goods slap not pass to Buyer until buyer actually receives and Takes possession ofthe goods at the point or points ofdelhery. 4. NO REPLACEMENT OF DFFECTIVE TENDER Every tender of delivery of goods must fully comply with all provisions of this contact as to time of delivery, quality and the like. If a tender is made which does not fully conform, This shall constitute a breach and Seller shall not have the fight to substitute a conforming tender, provided• where the Time for performance has net yes expired, the Seller may reasonably notify Buyer of his intention to cure and may then make a confomnin g tender within the contract time but not aflowmL 5. INVOICES & PAYMENTS. a S c 1 I c r shall submit separate invoices, in duplicate, one each purchase order or purchase release after tub delivery. Invoices shall indicate the purchase order or purchase release number and the supply Agreement number if applicable. Invoices shall be itemized and transportation charges, if any, shall be listed separately. A copy of the bill of lading, and the freight waybill when applicable, should be attached to the invoice. Mail To: Accounts Payable, City of Lubbock, P. O. Box 2000, Lubbock. Texas 79457. Payment shall not be due until the above instruments arc submitted after delivery. 6. GRATUITIES. The Buyer may, by written notice to The Sella, cancel this contract without liability to Sella HIT is determined by Buyer that gramides, in the form of entertainment, gifts orotherwise. were offered or given by the Sella• or any agent or representative of the Seller, to any officer or employee of the City of Lubbock with a view to "voting a contract or securing favorable Treatment with respect to the awarding or amendins, or the making of arty determinations with respect to The performing of such a comma. In the event This commit is canceled by Buyer pursuant to this provision. Buyer shall be ermined, in addition to any other rights and rtmedia, to recover or withhold the amount of ibe cost incurred by Sella in pcooding such gratuities. 7. SPECIAL TOOLS & TEST EQUIPMENT. If the price stated on the face hereof includes the cost of any special tooling or special rest equipment fabricated or required by Seller for The purpose of filling this order, such special looting equipment and any process sheen related thaom shall become mho property ofthe Buys and to The extent feasible shall be idtwified by the Serer as such 8. WARRANTY-PRICF. a The price to be paid by The Buyer shall be that contained in Sella a bid which Sella warrants to be no higher Than Seller's current process on orders by others for products ofthe kind and specification covered by this agreemnem rot simile quantities under similar of like conditions and methods or purchase. In the event Seller brescha this warranty, the prices ofthe items shall be reduced to the Seller's current prices on orders by oihcm, or in the slternuive. Buyer may cancel this contract without liability to Seller for beach or Sellers actual expense. Is. The Seller warrants That no person or selling agency his been employed or retained to solicit or secure this contract upon an agreement or understanding for commission• percentage, brokerage, or contingent fee excepting bona fide employees of bona ride established commercial or selling agencies maintained by The Sella for the purpose of securing business. For !reach of vitiation of this womanly the Buyer shall have The fight in addition to any other right of rights to cancel This contract without liability and to deduct Rom The contract price, or otherwise recover without liability and to deduct from the contract price, or olhenviso recover The fall amount of such commission, percentage, brokerage or contingent fee. 9• WARRANTY -PRODUCT. Seller shall not limit or exclude any implied warranties and any attempt to do so shall render this contract voidable at the option ofthe Buyer. Sd1er warrants That The goods furnished will conformto the specification. drawings, and descriptions listed in the bid invitation,and to the sample(s) famished by the Sella, if any. In the event ofa congict or between the specifications, drawings, and descriptions, the specifications shall govern Notwithstanding any provisions contained in the contractual agreement, the Seller represents and warrants fault -flee perfomance and butt -fee result in the processing date and date related data (including. but nor limited to calculating, compatiag and sequencing) of all hardware, soflwae and firmware products delivered and services provided under this Constant, individually or in combination, as the case may be from The effective date of this Contras. The obligations contained herein apply to products and savior provided by the Sella. its ads. Sella or any third party Involved in the oration or development ofthe products and services to be delivered to the Chy of Lubbock under this Contract. Failure to comply with any of the obligations contained here"% may resub in The Chy of Lubbock availing itself of any of its rights under The law and under this Contract including. but not limited to. its right pertaining to termination or default. The warranties contained herein are separate and discrae from any other wsnaaaks spaifutd in this Conran. sod are not subject to any disclaimer of wamamy, implied or expressed, at limiWiao of the Selle's liability which may be specified in this Contract. Rs appendices, its schedules, its amexes or any dottmmeat incorporated in this Contras by reference. 10. SAFETY WARRANTY. Sella warrants that the product sold to the Buyer shall conform to the standards promulgated by the U. S. Department of Labor under the Occupational Safety and Health Act of 1970. In The event the product does not conform to OSHA standards, Buys may raon the product for eomection or replacement at the Scfta s expense. In the event Seller fails to make the appropriate correction within a reasonable Time. correction nude by Buyer will be at the Seller's expense. 11. NO WARRANTY BY BUYER AGAINST INFRINGEMENTS. As pan of this contract for sale Seller agrees to ascertain whether goods manufactured in accordance with The specifcatiore attached to this agreement will give rise to The rightful claim of any third person by way of infringement of the like. Buyermakesno warranty that the production ofgoods according to the specification will not give rise To such a claim, and in no event shall Buyer be liable to Seller for indemnification in the event lint Sella is sued on the grounds of infringernant of the like. If Sella is ofthe opinion That an Infringement or the like will result, he will notify The Buyer to this effect in writing within two weeks after the signing of this agreement. tf Buyer does not receive notice and is subsequently held liable for the Infingement or the like, Seller will save Buyer harmless. If Sella in good faith ascertains the production ofthe goods in accordance with the specifications will result In Infringement ngement or the like, the contract shall be null and void. 12. NON APPROPRIATION. All funds for payment by the City under this contract are subject to the availability of en annual appropriation for this purpose by the City. In the eweni of noroppmprwion of fbnds by the City Council ofthe City of Lubbock for the goods or services provided under the contract. the City will Terminate the contract, without termination charge or other liability, on the ►art day of the then -current fiscal year or when the appropriation made for The that current year for the goods or "twice covered by this contract is spent• whichever event occurs first. If at any One funds are not appropriated far the continuance of this contract, cancellation shall be accepted by the Sella on thirty (30) days prior written notice. but failure to give such notice Shan be of no efted and the City shall not be obligated under this eommo beyond the date of termination. 13. RIGHT OF INSPECTION. Buys shall have The right to inspect the goods at delivery before accepting them 14. CANCELLATION. Buyer shall have The Tight to cancel for detail all or any pan of the undelivered ponion of this order if Sella beach= any of the Term hcmof including warranties of Seller Of if the Seller becomes insolvent or commitsacts of bankrupt. Such right of cancellation is in addition to and nor In Tim of any other remedies which Buyer any have in Is. or equity. 15. TERMINATION. The performance of work under" oadermay be temainated in whole, or in part by the Buyer in accordance with this provision Tennination of work hereunder shall be effected by Qe delivery of the Sella of a "Notice of Termination" specifying the extent to which performance of work under the order is terminated and the date upon which such termination becomes effective. Such tight or termination Is in addition to and not In lieu of the rights of Buyer sit forth in Clause 14. herein. 16. FORCE MAJEURE. Neither party shall be held responsible for losses, resulting if the fulfillment of any tams or provisions of this contract is delayed cc prevemed by any cause not within the control of the party whose pafomw= is interfered with• and which by the exercise of reasonable diligence said party is unable to pre%em. 17. ASSIGNMENT-DFLEGATION. No fish or interest in this contract shall be assigned or delegation of any obligation made by Seller w•ilhoui the Mitten permission of the Buyer. Any mcempted suignatcm or delegation by Sella shall be wholly void and totally ineffective for all propose unless made in confamtity with This paragraph I& WAIVER No claim or right arising out ofa breach ofthis contras can be discharged rk whole or in pan by a waiver or renunciation of the claim or tight unless g1t waiver at renunciation is supported by consideration and is in writing signed by the aggrieved parry. 19. INTERPRETATION -PAROLE EVIDENCE. This writing, plus any specifications for bids and perfan ance provided by Buyer in its advertisement for bids, and any other documents provided by Se11a as part of his bid, is intended by the parties as a final expression of their agreement and intended also as a complete and exclusive ststa=rLt of the tams of tkir agreement. Whcmvera temp defined by the Uniform Commercial Code is used in this agreement, the defloirion contained in The Code is to control. 20. APPLICABLE TAW. This agreement shall be governed by the Uniform Camrnacial Code. Whoorva the term "Uniform Commercial Code' is used. it shall be constmed as meaning the Uniform Commercial Code as adopted in The State of Texas as effective and in force on The date of this agreement. 21. RIGHT TO ASSURANCE. Whenever one party to This comtac in good faith has reason to question the other parry's intent to perform he may demand that the oiha party give written assurance of his intent to perform In the event that a demand is Rude and no assnuarm isgiven within five (5) days, the demanding party nay Ireai This failure as an amicipatorymvtdiation of the commit. 22. INDE►INIFICATION. Sella shall indemnify, keep and save harmless the Buyer, its agents• officials and employees, against all injuries. deals• lens• damages. claims• patent claims• suits. fiabiNies. judgments. costs sad expenses, which may in anywise accrue against the Buyer in consequence ofthe graming of this Contract or which may anywise result i melon• whether or not it shall be alleged or delamimed that the act was caused through negligence or omission of the Sella or its employees, or of the whsella or =law or its employees, if any, and the Sella stalk at his own expense, appear. defend and pay all charges of artameys and all costs and other expenses arisin themfrom of imewred in connection thamiTh, red• if any judgment shall be ordered against the Byer in army such action. the Seller OWL at its own expenses, suisfy and discharge the same Sena expressly undostads and a&rees that any bond required by this cartriet, or otherwise provided by Seller, shall in no way limit The responsibility to indemnify. keep and $me harmless and defend the Buyer as herein provided 23. TLNE R is hereby expressly speed and undentood that time is of the =sent, rat the performance of this comma• and failure by contract to mon the time specificatioro of This agrecmont will came Sella to be in default of thisag oarran. 24, MBE. The City of Lubbock hereby notifies all bidders that in regard to any contract entered into pursuant to this request, minority and women business enterprise will be afforded equal opportunities to submit bids in response to this invitation and will not be discriminated against on The grounds of ace, color, sex or natural origin in consideration for an award. 23. NON•ARBITRATION. The City tesaves the right To exercise any right or remedy to it by law, contra. equity, or otherwise, including without limitation, The right to seek any and all fonm of relief in a court of competent jurisdiction. Further, the City shall not be subject to any arbitration process prior to exercising its unrestricted right to seek judicial remedy. The remedies set forth heroin are cumulative and not exclusive, and may be exercised concurrently. To the extent of any congict between this provision and another provision in, or related to, this document, this provision shall control. 26. RIGHT TO AUDIT. At any time during the term of the contract. or thereafter, the City, or a duly authorized audit repreremative of the City or the State of Texas, at its expense and at reasonable times, reserves the right to audit Contracto's records and books relevant to all services provided to the City under this Contract. In The event such an audit by the City reveals any arom or overpayments by the City, Contractor shall refbnd The City The fan amount of such oveapayments within thiny (30) days of such audit findn8s, or the City at its option• reserves the Tight to deduct such amounts owing the City from any Payments due Coraractor. 27. HOUSE BILL 2015. House Bill 2015, signed by the Govawr on June 14.2013 and effective on Jammy 1. 2014. smharim a penalty to be imposed on a person who contracts for certain services with a governmental entity and who fails to properly classify their workers. This applies to subcontractors as well, Contractors and subcortraaors who fail to property clauiry indlviduais perfmmin g work under a govemmcnw contract will be penalized $200 rot ach individual that has been miulassined (Texas Govemnem Code Section 2153.001). 28. ASSIGNING ORSUBLETTING THE CONTRACT. The ContmmraWlnotauignotrAlatheeommn. or any portion of the contract, without wtimrn comam Item the Director of Purdusirg and Contract Management. Should consent be given, the Contractor shall insure the Subcontractor or shall provide proofen insurance from The Subcontractor that complies with an contract Insurance requirements. 29. HOUSE BILL 1295 DISCLOSURE OF INTERESTED PARTIES. House Bill 1295, adopted by the 84th LegisW acre• crossed (2252.908. Texas Government Code. Section 225.1.908 requires a business entity entering into certain contracts with a governmental entity or age agency to file with the govemuental entity or state agency a disclosure of interested parties at the time the business entity submits The signed contract to the governmental entity or state agency. Instructions for completing Form 1395 arc available at: hnwbA ww•wci.luhhnek. tx.ux.�drpmanmental-weMitni duper+ammtsb^rchacinewendnr•infnmRition 30. CONTRACTOR ACKNOWLEDGES, by supplying any Goods or Services that the Contractor has read, fully understands, and will be in full compliance with all germs and conditions and the descriptive material contained herein and any additional associated documents and Amadmem s. The City disclaims any term and conditions provided by The Contractor unless agreed upon in writing by the panics. In the eventof conflict between these term and conditions and any terns and conditions provided by the Contractor, The terns and conditions provided herein shall prevail. The tens and conditions provided herein We the final team agreed upon by the parties, and any prior conflicting Tams shall be of no fora ar effeo. 31.118 89 The Contractor warrant Oat it complies with Chapter 2270.001 ofthe Texas Government Code by verifying that: (1) The Contractor does not boycott Israel; and(2) The Contractor will not boycott Israel during the term ofthe Agreement. 32. The Contractor (i) does not engage in business with Inn. Sudan or any foreign Terrorist organization and (ii) it is not listed by the Texas Comptroller under Section 2252.153. Texas Govemment Code, as a company known to have tommos with or provide supplies or services to a foreign terrorist orgstiralan 33. TEXAS PUBLIC INFOR14ATION ACT. The requirements of Subchapter J. Chapter 332, Government Code. may apply to This contract and the contractor or vendor spelt that the corona can be terminated if the comrutoror vender knowingly or intentionally fails to comply with a requinceno of dun sublupta. 34. Pursuant: To Section 552.234(c) ofthe Tuns Goverment Code, the City of Lubbock has designated the fallowing email address for which public information requests may be made by an availed request: owit rmrubbock.us. Please sad this request to this mail address for it to be protested. REV. 12020 f �!!*,b6�ek of PURCHASE ORDER TO: ITRON INC PO BOX 200209 DALLAS TX 75320-0209 MOICETO: CM01FLU11110CK ACCOUNTS PAYABLE P.O.11OX2000 LUBBOCK, TX 79457 Page - 3 Date - 4/20/2020 Order Number 22104843 000 OP Branch/Plant 6311 Slily TO: CITY OF LUBBOCK WATER UTILITIES OPERATIONS 402 MUNICIPAL DR LUBBOCK TX 79401 Ordered 4/20/2020 Freight Requested 12/1/2020 Taken By TFLORES Delivery PER P NOLEN REQ 55535 7123-17 EUA / PUR 15263 Description/Supplierhem Ordered Unit Cost UM Extension Request Date Aug 2020 Software as a Sery 1.000 8,215.9300 EA 8,215.93 12/I/2020 Professional Services Sept 2020 Software as a Serv, L000 8.215.9300 EA 8,215.93 12/1/2020 Professional Services Oct 2020 Software as a Sery 1.000 8,215.9300 EA 8,215.93 12/1/2020 Pmfcssional Services Nov 2020 Software as a Sery 1.000 8,215.9300 EA 8,215.93 12/l/2020 Pmfcssional Services Dec 2020 Software as a Sery 1.000 8,215.9300 EA 8,215.93 12/1/2020 Professional Sery ices Total Order Tcsms NET DIIE ON RECEIPT 172.534.53 This purchase order encumbers funds in the amount of $172,534.53 awarded to Itron, Inc. of Dallas, TX, on June 14, 2018. The following is incorporated into and made part of this purchase order by reference: Contract 7123-17-EUA from Itron, Inc. of Dallas, TX. Resolution# 2018- R0194. ClOF L B CK: EST: Daniel M. Pope, M yor Rebecca Garza, Tity Seerdtdry Rev.1/2020 Seller and Buyer agree as follows: PURCHASE ORDER TERMS AND CONDITIONS IMPORTANT: READ CAREFULLY STANDARD TERMS AND CONDITIONS CITY OF LUBBOCK, TX 1. SELLER TO PACKAGE GOODS. Seller will packagegoods in accordance with good commercial practice. Each shipping container shall be clearly and permanently mucked as follows (a) Seller's name and address, (b) Consignee's name, address and purchase order at purchase release number and the supply agreement number irapplicable, (c) Container number and total number of containers, e.g. box I of 4 boxes, and (d) the rumba of The Container bearing the packing slip. Seller shall bear cost ofpzekagingunless otherwise provided. Goods shall be suitably packed to secure lowest transportation costs and to conform with requirements of common carrier and any applicable specifications. Buyer's count or weight shall be flnal and connclusiveon shipments not accompanied by packing lism 2. SHIPMENT UNDER RESERVATION PROHIBITED. Sella is not authorized to ship the goods under resenationand no tender ofa bill of lading will operate as a tender of goods. 3. TITLE AND RISK OF LOSS. The title and risk of loss of the goods shall not pass to Buyer until Buyer actually receives and takes possession of The goods at the point or points of delivery. 4. NO REPLACEMENT OF DEFECTIVE TENDER Every Tender of delivery of goods mat filly comply with all provisions of this contract as to time of delivery, quality and the like. If a tender is made which does not fully conform, this shall constitute a breach and Sella shall not have the right to substitute a conformity{ tender, provided• where the time for perfamance has not yes expired, the Seiler may reasonably notify Buyer of his intention to cure and may then make a conforming tender within One contract time but rot afterward 5. INVOICES & PAYMENTS. a S e I Ier shall submit separate invoices. in duplicate. one each purchase order or purchase release after each delivery. Invoices shall indicate the purchase order or purchase release number and The supply agreement number if applicable. Invoices shall be itemized and tramponstion chargm if army, shall be listed separately. A copy of the bill of lading, and the freight waybill when applicable, should be attached to the invoice. Mail To: Accounts Payable. Cary of Lubbock. P. 0. Box 2000. Lubbock, Texas 79457, Paymrm "I not be due until the above instruments am submitted after delivery. 6. GRATUITIES. The Buyer may, by written notice to the Sella, cancel this Comravt without liability to Sella if it is detennninned by Buyer That gratuities. in the form of ate rtainrrcnt, gifts ar otherwise. were ofTaod or given by the Sella, at any agent or representative of The Sella, to any officer or employee of the City of Lubbock with a view to searing a contract at securing favorable trurnaeri with respect to the awsrding or amerding, or the making of away detemnimtions with tapcc to the performing of such a connate. In the event this contract is canceled by Byer pursuant to this provision. Buyer shall be entitled. in addition to any other rights and remedies, to recover or withhold the amount of the cost imurted by Seller in providing such gratuttita 7. SPECIAL TOOLS & TEST EQUIPMENT. If the price stated on the face hereof Includes the cost of any special tooling or special test equipment fabricated or required by Seller for The purpose of filling this order, such special tooling equipment aead any process sleets related thereto shall become the property of the Buyer and to the extent feasible shall be identified by the Seller as such 8. WARRANTY -PRICE. a The price to be paid by the Buyer dull be that contained in Seller's bid which Sella warrants to be no high thin Sella's current process an orders by others for products of the kind and specification covered by this agreement far similar quaraities under similar of like conditions and methods of purchase. In the event Sella breaches this warranty, the prices of the items shalt be reduced to the Sella's Current prices on orders by others. or in the alterative. Buyer may cancel this contract without liability to Seiler for beach or Seller's actual expense. b. The Seller warrants That to person or setting agency has been employed or retained to solicit or secure this comran upon an agreement or undersurding for commission. pacanage. brokerage. or contingent fee excepting bona fide employees of bona fide established commercial or selling agencies maintained by the Sella for the purpose of securing business. For breach of viciuion of this warranty The Buyer shall have the right in addition to any oohs right of rights to carcel this contract without liability and to deduct from the contract price• or otherwise fecover without liability and to ,led- from the contract price, or otherwise recover the full amount of such commission pacauage, brokerage or contingent fee. 9. WARRANTY -PRODUCT. Sella shall not limb or exclude any implied warranties and any attempt to do so shall railer This contras voidable at the option of the Buys. Sdkr w•amams dw the goods furnished will conform to The specification. drawings. sd descriptions listed in the bid invitation. and to the sampte(s) famished by the Sella, it any. In the event of a conflict or between the specifications. drawings. and descriptions. the specifications shall govern Notwithstanding any provisions contained in the contractual agrormem• the Seller reprsrnta and warrants @uh-free performance and huh -fro result in the proccuirng date and due related data (including, but mat limited to calculating, compering and sequencing) of all hardwarc,software snd firmware products delivered and services provided under this Contract, individually or in combination, as the arse may be from the effective date of This Contract. The obligations contained Mein apply to products and services provided by The Sella. its sub- Seiler or any third panty invoh-al in the creation or developmem of the products and services to be delivered to the City of Lubbock soda this Contract. Failure to comply with tarry of the obligations contained herein. may result in the City of Lubbock availing itself of any of its rights under the law and under this Contract including. but not limited to. its right pataininil to Termination or default. The warsamia contained herein arc sepu me and discrete fom any other warranties specified in this Contract, and are not subject to any disclaimer of warranty. implied or expressed, or limitation of the Seller's liability which may be specified in this Contract, its appendices, its schedules, its annexes or any document incorporated in this Contract by reference. 10. SAFETY WARRANTY. Seiler warrants That the product sold to the Buyer shall conform to the standards promulgated by the U.S. Depamnarm of labor under the Occupational Safety and Health Act of 1970. In the event the product does not conform to OSHA standards, Buyer may return the product far ammlkon or replacement at the Sella's expense. In the event Seller fails to nuke The appropriate correction within a reasonable Time. correction made by Buyer will be ar the Seller's expense. 11. NO WARRANTY BY BUYER AGAINST INFRINGEMENTS. As pan of this contract for sale Sella agrees to aseaain whither goods manufactured in accordance with the specifications attached to this agreement will give rise to the rightful claim of any third person by way of infringement of the like. Buyer makes no warranty that the production of goods according to the specification will not give rise to such a claim, and in an avant shall Buyer be liable to Seller for indemnification in the event that Seller is sued on The grounds of infringement of the like. iCSeller is of the opinion that an infringement or The like will result, he will notify the Buyer to this effect in writing within two weeks after the signing ofthis agre aneat. If Buyer does not receive notice and is subsequently held liable for The inliingenent or the like. Seller will save Buyer harmless. If Sella in good faith ascertains the production of the goods in accordance with the speciflevions will result in infringement or the like, the contract shall be mull and void. 12. NON APPROPRIATION. All funds for payment by the City under this contract are subject to the availability of an annual appropriation for this purpose by the City. In the event of nonsppropriation of funds by the City Council of the City of Lubbock far The goods or services provided under the contract, the City will terminate the contract, without termination charge or other liability, on the last day of the then-c=rLt fiscal year or when the appropriamlon trade for The then -current year for rho goads or services covered by this contract is spent, whichever event occurs fbsL [fat any time funds are not appropriated for the continuance of this contract, Cancellation shall be accepted by the Seller on thirty (301 days prior written notice, but failure to give such notice shall be of no effect and the City shall not be obligated under this contract beyond the date of termination. 13. RIGHT OF INSPECTION. Bu)a shall have the right to inspect the goods at delivery before accepting them 14, CANCELLATION. Buyer shalt have the right to cancel for default all or any part of the undehvend portion of this order if Seller breaches any of the tars hereof including warranties of Seller or If the Seller becomes insolvent or commit& acts of lowtkruptcy. Such right of canceltation is in addition to and mat in lieu of any other remedies which Buyer may have in law or equity. 15. TERMINATION. The pafarmanceofwork under this order maybe temninated in whole, or in part by the Buyer in accordance with this ptovisia ' Tmnination of work hereunder shall.be CRtcted by the delivery of the Sella of a "Notice of Terminatwn" slieeifying the extent to which perfomunce of work under the order is temninval and the date upon which mach tenmination becomes efTe ake.. Such right or termination is in addition to and not in lieu of the rights of Uuya set faith in Clause 14, herein 16. FORCE MAJEURF.. Neither party shall be held responsible for losses, resulting if the fulfillment of any terms of provisions of this contract is delayed or prevented by any cause not within the Control of the party whose performance is interfered with, and which by the exercise of reasonable diligence said party is unable to prevent. - 17. ASSIGNMENT -DELEGATION. No right or interest in this contract shall be assigned or delegailon of any obligation made by Seller without The written permission of the Buyer. Any attempted assigmnem or delegation by Sella shall be wholly void and totally ineffective for all purpose nmless made fn conformitywith this paragraph IS.WAIVER. No claim or right arising out ofa breach of this contract can be discharged in whole or input by a waiver or renunciation of the claim or right unless the waiver or renunciation is supported by comidemtion and is in writing signed by the aggrievedparty. 19. INTERPRETATION -PAROLE EVIDENCE This writing, plus any specifications far bids and perfomance provided by Buyer in its advertisement for bids, and any other documents provided by Seger as pant of his bid, is intended by the pasties as a full expression of their agreement and intended also as a complete and exclusive statement of the temp of their agreement. Whenever a term defined by the Uniform Commercial Code is used in this agreement, the definition contained in the Code is to control. 20. APPLICABLE LAW. This agreement dull be govared by the Uniform Commercial Code. Whatever the term "Uniform Commercial Coda" is used. it dull be construed as meaning the Uniform Commercial Code as adapted in the State of Teas as effective and in fence on the due of This agreement. 21. RIGHT TO ASSURANCE. Whenever one parry to this contract in good faith has reason to question the other pany's intent to perform he may demand that The other party give written assurance of his intent to perform In the event that a demand is made and no assurance is given within five (5) days, the demanding party any treat this failure as an anticipatory repudiation of the contract. 21. INDEMNIFICATION. Sella shall indemnify, keep and save harmless the Byer, its agents, officials and employees, s0nu all injuries, deaths, lens, damages. claims, patent claims, suits, liabilities, judgments, costs and expenses, which nay in anywise wcrue against the Buyer in consequence of" granting of this Contract or which may anywise fault therefrom whedw or not it shall be alleged or dactudned That the act was caused through negligence or omission of the Sella or its employees, or of The subSeller of assignee or its employees, if any, and the Sella shall. at his own expense, appear, delicod and ply all charges of satomeys and all ants and other expenses arising therefrom of incurred in connection thacwiTh, and, if any judgnt m dull be rendered against the Buyer in any such anion, the Sella shill, at its own expenses. suisfy and discharge the same Sella expressly understands and agrees char any bond required by this contract. or otherwise provided by Sella, rd411 in no way Wait Ike responsibility toirdemnify,keepandsave hutnlen seal defend the Buyer as Mena provided. 23. TIMF. his hereby expressly agreed sad understood that time is of the essence for the performance of this contract• and failure by aomraot to mho the lime specifications of this aggreemem will causeSella to be in default of this agreement. 24. SIDE. The City of Lubbock hereby notifies all bidders that in regard to any contract entered into pussuam to this request. minority and women business anerprises will be afforded equal opportunities to submit bids in response to this imitation and will rot be disniminued against on the grounds office, color. tax or natural origin in consideration for an award 23. NON -ARBITRATION. The City reserves The right to exercise any right at tcc y to it by law, contract, equity, or otherwise. including without IimhaTion• Ow right to seek any and all foram of relief in a cows of competent jurisdiction. Furth, The City shall not be subject to any arbitration process prior to exercising itsunrestrictedrighttoseekjudicialremedy.The.... ksset limb hereinare cumashiveandnot exclusive, and may be exercised connmattly. To the extent of arty conflict between this provision and another provision in or rchaed to. this doamnem, this provision shall control. 26. RIGHT TO AUDIT. At any time during The term of the contract, or thereafter, the City, or a duly authorized audit representative of the City or the State of Texas, at its expense and at reasonable drones, reserver the right to audit Contractoes records and books nelevant to all services provided to the City under this Contract. In the event such an audit by the City reveals any areas or overpayments by the City. Contractor dull refund the City the full amount of such overpayments within thirty (30) days of such aad't findings, ar the City, at its option. remnes the right to deduct such amounts owing the City fom any payments due Contractor. 27. HOUSE BILL 2015. House Bill 2015. signed by the Governor on June 14. 2013 and effective on January 1, 2014. auahwizes'a penalty to be imposed on a person who contracts for Catlin services with a goveramcml entity and who talk to property classify their workers. This applies to subcontractors aswell. Contractors and subcontractors who ail to property classify individuals perfuming work under a governmental contract will be penalized $200 for each individual that has been misclassilicd. (Texas Government Code Section 21$5.001). 28.ASSIGNINGORSUBLETTING THECONfRACT, The Contractor shall not assign or sublet Thecanran. or any portion of the contracs, without wrinen consent from The Director of Purchasing and Contract Management. Should consent be glen, the Contractor shall insure the Subcontracter or shall provide prooCon insurance from The Subcontractor that complies with all contract insurance rcquiremems. 29. HOUSE BILL 129$ DISCLOSURE OF INTERESTED PARTIES. House Bill 1295. adopted by the 84th Legislature, crated g2252.908, Texas Government Code. Section 225.1.908 requires a business entity entering into Catlin contracts with a governmental entity or state agency to file with the govarmu n ad entity or state agency a disclosure of Interested parties at the time the business entity submits the signed contract to the govemmemal entity or state agency. Instructions for cornplaing Fenn 129$ are available u: hmo-!Mww cilubbock.tx us'd=nnaaental.websites ftanmen s:'purchasin`'vendor-information 30. CONTRACTOR ACKNOWLEDGES, by supplying any Goods or Services that the Contractor has read, fully understands, zed will be in full compliance with all team and conditions and the descriptive material contained herein and any additional associated documents and Amendments. The City disclaims any Tema and conditions provided by the Contractor unless agreed upon in writing by the parties. In The event of conflict between these terms and conditions and any terms and conditions provided by the Contactor, The terns and conditions provklcd herein shall prevail. The tenor and conditions provided herein are the final Tema agreed upon by the parties, and any prior conflicting terms shall be of no force or effect. 31. HIT, 89 The Contractor warrants That it complies with Chapter 2270.001 of The Texas Government Code by verifying that: (1) The Contractor does not boycott Israel; and(2) The Commuter will not boycott Israel during The term of (he Agreement. 32. The Corrsctor (i) does not engage in business with Iran, Sudan or any foreign terrorist organization and (ill it is not listed by the Texas Comptroller under Section 2252.153, Texas Government Code, asa company known to have contracts with or provide supplies or services to a foreign terrorist organization 33. TEXAS PUBLIC INFORMATION ACT. The requirements of Subchapter L Chapter 552, Government Code, truly apply to this contract and the contractor or vendor agrees Out the contract can be terminated if the contractor or vendor knowingly or intentionally fails to comply with a requirement ofthis subchapter. 34. Pursuant to Section $52,234(c) of the Texas Government Code, the City of Lubbock has designated the following email address for which public information requests may be made by an emailed request: a &,; mvfuhhock us. Pleaso send This request to This entail address for it to be processed. REV. 12020 Name Date Client Name: City of Lubbock Utilities 4/13/2020 Requestor: Todd Stocker 4/13/2020 Client Authorization: ITRON PM Approval: ITRON Contract Auth.: Send Pricing Summary to Client'? O Yes O No Has contract been signed? © Yes O No General Comments: Updating quantity to original level, The scope and budget remain the same of original CIP for the Water AMI Project. Order Processing: PO/Contract #: Master Agreement 7123-17 EUA Comments: Hardware Changes: Description Qty Price Extended Software -as -a -Service Monthly Charge (minus DR charges) 1 $8,215.93 $8,215.93 April 2019 Software -as -a -Service Monthly Charge (minus DR charges) 1 $8,215.93 $8,215.93 May 2019 Software -as -a -Service Monthly Charge (minus DR charges) 1 $8,215.93 $8,215.93 June 2019 Software -as -a -Service Monthly Charge (minus DR charges) 1 $8,215.93 $8,215.93 July 2019 Software -as -a -Service Monthly Charge (minus DR charges) 1 $8,215.93 $8,215.93 Aug 2019 Software -as -a -Service Monthly Charge (minus DR charges) 1 $8,215.93 $8,215.93 Sept 2019 Software -as -a -Service Monthly Charge (minus DR charges) 1 $8,215.93 $8,215.93 Oct 2019 Software -as -a -Service Monthly Charge (minus DR charges) 1 $8,215.93 $8,215.93 Nov 2019 Software -as -a -Service Monthly Charge (minus DR charges) 1 $8,215.93 $8,215.93 Dec 2019 Comments: Software Changes: ❑ Modifications ❑ Meter Licenses ❑ Other Description Unit Price Implementation Labor and Expense: ® Billable ❑ Non -billable Purpose Description Days QE Total To al Other Changes: Please return this signed Change Order for formal I1RON Contract Authorization mid Execution to: Won, Inc. 2111 N. Molter Rd. Liberty Lake, WA 99019 Attn: Contract Administration Fax: (509) 891-3331 orpdf and entail to wnirnct.renuest(rt itr ii.com. —A fully executed version will be returned. Name Date Client Name: City of Lubbock Utilities 4/13/2020 Requestor. Todd Stocker 4/13/2020 Client Authorization: ITRON PM Approval: ITRON Contract Auth.: Send Pricing Summary to Client? ❑ Yes ❑ No Has contract been signed? ® Yes ❑ No General Comments: Updating quantity to original level, The scope and budget remain the same of original CIP for the Water AMI Project. Order Processing: PO/Contract #: Master Agreement 7123-17 EUA Comments: Hardware Changes: Description Qty Price Extended Software -as -a -Service Monthly Charge (minus DR charges) 1 $8,215.93 $8,215.93 Jan 2020 Software -as -a -Service Monthly Charge (minus DR charges) 1 $8,215.93 $8,215.93 Feb 2020 Software -as -a -Service Monthly Charge (minus DR charges) 1 $8,215.93 $8,215.93 Mar 2020 Software -as -a -Service Monthly Charge (minus DR charges) 1 $8,215.93 $8,215.93 April 2020 Software -as -a -Service Monthly Charge (minus DR charges) 1 $8,215.93 $8,215.93 May 2020 Software -as -a -Service Monthly Charge (minus DR charges) 1 $8,215.93 $8,215.93 June 2020 Software -as -a -Service Monthly Charge (minus DR charges) 1 $8,215.93 $8,215.93 July 2020 Software -as -a -Service Monthly Charge (minus DR charges) 1 $8,215.93 $8,215.93 Aug 2020 Software -as -a -Service Monthly Charge (minus DR charges) 1 $8,215.93 $8,215.93 Sept 2020 Software -as -a -Service Monthly Charge (minus DR charges) 1 $8,215.93 $8,215.93 Oct 2020 Software -as -a -Service Monthly Charge (minus DR charges) 1 $8,215.93 $8,215.93 Nov 2020 Software -as -a -Service Monthly Charge (minus DR charges) 1 $8,215.93 $8,215.93 Dec 2020 Comments: Software Changes: ❑ Modifications ❑ Meter Licenses ❑ Other Description Unit Price Implementation Labor and Expense: ® Billable ❑ Non -billable Charge to: Purpose Description Days @ $ Total Total Other Changes: Please return this signed Change Order for formal ITRON Contract Authorization and Execution to: Itron, Inc. 2111 N. Molter Rd. Liberty Lake, WA 99019 Alin: Contract Adminislntion Fax: (509) 891-3331 orpdf and email to contracl.mque t(i@it n.wm. —A fully executed version will be retorted. City of Lubbock TEXAS PURCHASE ORDER ITRON INC TO: PO BOX 200209 DALLAS TX 75320-0209 Page - 1 Date - 8/30/2021 Order Number 22105165 000 OP Branch/Plant 6311 CITY OF LUBBOCK SHIP TO: WATER UTILITIES OPERATIONS 402 MUNICIPAL DR LUBBOCK TX 79401 INVOICE TO: CITY OF LUBBOCK ACCOUNTS PAYABLE P.O. BOX 2000 LUBBOCK, TX 79457 4BY:Y Marta A arez, Director of Purchasing & Contract Management Ordered 8/30/2021 Freight Requested 8/30/2021 Taken By Delivery PER P NOLAN REQ 57748 i V MA:1 PUR 16048/Contract 7123-17/SOLE SOURCE If you have any questions contact Paul Nolan: pnolan@mylubbock.us Phone 806-775-2747 Description/Supplier Item Ordered Unit Cost UM Extension Request Date 50OW Water Riva Com. Module 3,000.000 62.0000 EA 186,000.00 8/30/2021 ERW 1601-001 Total Order Terms NET 30 DAYS 1►`A1�l:a':\►[�1 �:a OC�lU I:a 7t a3� 186,000.00 Commercial General Liability, per occurrence- $1,000,000 Worker's Compensation Amounts- $500,000 or Employer's General Aggregate. Liability - $1,000,000. Copies of endorsements are To include products of complete operations endorsement required. Automotive Liability- Combined Single limit for Any Auto - $1,000,000 City of Lubbock is named as an additional insured on a primary and non-contributory basis with a waiver of subrogation in favor of the City of Lubbock on liability coverages. To include products of completed operations endorsements. Waiver of subrogation provided on the workers' compensation. This purchase order encumbers funds in the amount of $186,000.00 awarded to Itron, Inc. Dallas, TX, on September 2, 2021. The following is incorporated into and made part of this purchase order by reference contract: 7123-17 from Itron, Inc. Dallas, TX. Resolution# 2018-RO194 CITY OF LUBBOCK L_j I Daniel M. Pope, Mayor ATTEST: . &eg, - ]c Rebecca arza, City Secretary Rev. 1/2020 Seller and Buyer agree as follows: PURCHASE ORDER TERMS AND CONDITIONS STANDARD TERMS AND CONDITIONS ACCEPTANCE OF THIS PURCHASE ORDER CONTRACTOR ACKNOWLEDGES. by supplwne any Goods or Services that the Contractor has read, fully understands and will be in full compliance with all terms and conditions and the descriptive material contained herein and any additional associated documents and Amendments. The City disclaims any terms and conditions provided by the Contraemr-unless aereed upon in writime by the oarttes In the event ofeonflict. between the v v v oarties. and any prior con0icurlg terms shall be of no force or effect. I SELLER TO PACKAGE GOODS. Seller will package goods in accordance with good commercial practice Each shipping container shall be clearly and permanently marked as follows (a) Seller s name and address. (b) Consignee's name, address and purchase order or purchase release number and the supply agreement number if applicable, (c) Container number and total number of containers, a g. box I of 4 boxes, and (d) the number of the container hearing the packing slip. Seller shall bear cost of packaging unless otherwise provided. Goods shall be suitably packed to secure lowest transportation costs and to conform with requirements of common catTiers and any applicable specifications. Buyer's count or weight shall be final and conclusive on shipments not accompanied by packing lists. 2 SHIPMENT UNDER RESERVATION PROHIBITED Seller is not authorized to ship the goods under resmation and no tender of a bill of lading will operate as a tender of goods 3 TITLE AND RISK OF LOSS. The title and risk of loss of the goods shall not pass to Buyer until Buyer actually recei%es and takes possession of the goods at the point or points of delivery 4 NO REPLACEMENT OF DEFECTIVE TENDER Eery tender of delivery of goods mu<l fully comply with all provisions of this contract as to time of delivery, quality and the like If a tender is made which does not fully conform, this shall constitute a breach and Seller shall not have the right to substitute a conforming tender, prow ided, where the time for performamce has not yet expired, the Seller may reasonably notify Buyer of his intention to cure and may then make a conforming tender within the contract time but not afterward 5 INVOICES & PAYMENTS a. S e 1 I e r shall submit separate invoices. an duplicate one each purchase order or purchase release after each delivery Invoices shall indicate the purchase order or purchase release number and the supply agreement number if applicable Invoices shall be itemized and transportation charges. of any, shall be listed separately. A copy of the bill of lading, and the freight waybill when applicable, should be attached to the invoice Mail To Accounts Payable, City of Lubbock, P O Box 2000. Lubbock. Texas 79457 Payment shall not be due until the above instruments are submitted after deanery 6 GRATUITIES. The Buyer may, by written notice to the Seller, cancel this contract without liability to Seller if it is determined by Buyer that gratuities, in the form of entertainment, gifts or otherwise, were offered or given by the Seller, or any agent or representative of the Seller, to any officer or employee of the City of Lubbock with a view to smunng a contract or securing favorable treatment with respect to the awardmg or amending or the making of any determinations w ith respect to the performing of such a contract In the event this contract is canceled by Buyer pursuant to this provision, Buyer shall be entitled, in addition to any other rights and remedies, to recover or withhold the amount of the cost incurred by Seller in pro%iding such gratuities 7 SPECIAL TOOLS & TEST EQUIPMENT If the price stated on the face hereof includes the cost of any special tooling or special test equipment fabricated or required by Seller for the purpose of filling this order such special tooling equipment and any process sheets related thereto shall become the property of the Buyer and to the extent feasible shall be identified by the Seller as such 8 WARRANTY -PRICE a The pnce to be paid by the Buyer shall be that contained in Sellers bid which Seller %%arrants to be no higher than Seller's current process on orders by others for products of the kind and specification covered by this agreement for similar quantities under similar of like conditions and methods of purchase In the event Seller breaches this warranty, the pnces of the items shall be reduced to the Seller s current prices on orders by others, or in the alternative Buyer may cancel this contract without liability to Seller for breach or Seller s actual expense b The Seller warrants that no person or selling agency has been employed or retained to solicit or secure this contract upon an agreement or understanding for commission, percentage, brokerage, or contingent fee excepting bona fide employees of bona fide established commercial or selling agencies maintained by the Seller for the purpose of securing business For breach of vitiation of this warranty the Buyer shall have the right in addition to any other right of rights to cancel this contract without liability and to deduct from the contract price, or otherwise recover without liability and to deduct from the contract pnce, or otherwise recover the full amount of such commission, percentage. brokerage or contingent fee 9 WARRANTY -PRODUCT Seller shall not limit or exclude any implied warranties and any attempt to do so shall render this contract voidable at the option of the Buyer. Seller warrants that the goods furnished wall conform to the specification, draw rags, and descriptions listed in the bid invitation, and to the sample(s) furnished by the Seller, if any In the event of a conflict or bean een the specifications, drawings. and desmpnons. the specifications shall govern Noavthslanding any provisions contained in the contractual agreement, the Seller represents and v%arranis fault -free performance and fault -free result in the processing date and date related data (including, but not limited to calculating comparing and sequencing) of all hardware software and firmware products delivered and services provided under this Contract, individually or in combination, as the case may be from the effective date of this Contract The obligations contained herein apply to products and services pro%ided by the Seller, its sub- Seller or any third party in%olved in the creation or de%elopment of the products and services to be delivered to the City of Lubbock under this Contract. Failure to comply with any of the obligations contained herein, may result in the City of Lubbock availing itself of any of its fights under the law and under this Contract including. but not limited to, its right pertaining to termination or default The warranties contained herein are separate and discrete from any other warranties specified in this Contract, and are not subject to any disclaimer of warranty implied or expressed, or limitation of the Seller s liability which may be specified in this Contract, its appendices, it, schedules, its annexes or any document incorporated in this Contract by reference 10 SAFETY WARRANTY Seller %warrants that the panduct sold to the Buyer shall conform to the standards promulgated by the U S Department of Labor under the Occupational Safety and Health Act of 1970 In the event the product does not conform to OSHA standards, Buyer may return the product for correction or replacement at the Seller's expense In the event Seller fails to make the appropriate correction within a reasonable time, correction made by Buyer will be at the Seller's expense. 11. NO WARRANTY BY BUYER AGAINST INFRINGEMENTS As part of this contract for sale Seller agrees to ascertain whethergoods manufactured in accordance with the specifications attached to this agreement will give rise to the rightful claim of any third person by way of infringement of the lake Buyer makes no warranty that the production of goods according to the specification will not give rase to such a claim. and in no event shall Buyer be liable to Seller for indemnification in the event that Seller is sued on the grounds of infringement of the like. If Seller is of the opinion that an infringement or the like will result, he will notify the Buyer to this effect in writing within two weeks after the signing of this agreement If Buyer does not receive notice and is subsequently held liable for the infringement or the Irke. Seller will save Buyer harmless If Seller in good faith ascertains the production of the goods in accordance with the specifications will result in infringement or the like, the contract shall be null and void 12. NON APPROPRIATION. All funds for payment by the City under this contract are subject to the availability of an annual appropriation for this purpose by the City In the event of nionappropnation of funds by the City Council of the City of Lubbock for the goods or services pro%tried under the contract, the City will terminate the contract, without termination charge or other liability, on the last day of the then -current fiscal year or when the appropriation made for the then -current year for the goods or services covered by this contract is spent, whichever event occurs rust If at any time funds are not appropriated for the continuance of this contract, cancellation shall be accepted by the Seller on lhiny (30) days prior written notice, but failure to give such notice shall be of no effect and the City shall not be obligated under this contract beyond the date of termination. 13 RIGHT OF INSPECTION Buyer shall have the right to inspect the goods at delivery before accepting them 14 CANCELLATION Buyer shall have the right to cancel for default all or any pan of the undelivered portion of this order of Seller breaches any of the terms hereof including warranties of Seller or if the Seller becomes insolvent or commits acts of bankruptcy Such right of cancellation is in addition to and not in lieu of any other remedies which Buyer may have in law or equity 15 TERMINATION The performance of work under this order may be terminated in whole, or in part by the Buyer in accordance with this provision. Termination of work hereunder shall be effected by the delivery of the Seller of a "Notice of Termination" specifying the extent to which performance of work under the order is terminated and the date upon which such termination becomes effective Such right or termination m in addition to and not in lieu of the rights of Buyer set forth in Clause 14. herein. 16 FORCE MAJEURE Neither party shall be held responsible for losses, resulting fthe fulfillment of any terms of provisions of this contract is delayed or prevented by any cause not w ithin the control of the party whose performance is interfered with, and which by the exercise of reasonable diligence said parry is unable to prevent. I, ASSIGNMENT -DELEGATION. No right or interest in this contract shall be assigned or delegation of any obligation made by Seller without the written permission of the Buyer Any attempted assignment or delegation by Seller shall be wholly void and totally ineffective for all purp,,;e unless made in conformitywith this paragraph. 18 WAIVER. No claim or right arising out of a breach of this contract can be discharged in whole or in part by a waiver or renunciation of the claim or right unless the waiver or renunciation is supported by consideration and is in writing signed by the aggrieved party. 19 INTERPRETATION -PAROLE EVIDENCE This writing, plus any specifications for bids and performance provided by Buyer in its advertisement for bids. and any other documents provided by Seller as part of his bid, as intended by the parties as a final expression of their agreement and intended also as a complete and exclustve statement of the terms of their agreement Whenever a term defined by the ['nrfircm Commercial Code is used in this agreement, the definition contained in the Code is to control 20 APPLICABLE LAW This agreement shall be governed by the Uniform Commercial Code Wherever the term Uniform Commercial Code" is used, it shall be construed as meaning the Uniform Commercial Code as adopted in the State of Texas as effective and in force on the date of this agreement 21 RIGHT TO ASSURANCE Whenever one party to this contract in good faith has reason to question the other party intent to perform he may demand that the other party give written assurance of his intent to perform In the event that a demand a, made and no assurance is given within five (5) days, the demanding party may treat this failure as an anticipatory repudiation of the contract 22 INDEMNIFICATION. Seller shall indemnify, keep and save harmless the Buyer, its agents. officials and employees. against all it iuries, deaths, loss, damages, claims, patent claims, suits, liabilities. Judgments, costs and expenses, which may in anywise accrue against the Buyer in consequence of the granting of this Contract or which may anywise result therefrom. whether or not it shall be alleged or determined that the act was caused through negliience or omission of the Seller or its employees, or of the subseller or assignee or its employees, if any. and the Seller shall, at his oven expense, appear, defend and pay all charges of attorneys and all costs and other expenses arising therefrom of incurred in connection therewith, and, if any Judgment shall be rendered against the Buyer in any such action. the Seller shall, at its oven expenses satisfy and discharge the same Seller expressly understands and agrees that any bond required by this contract, or othenv, ruse provided by Seller, shall in no way limit the responsibility to indemnify, keep and save harmless and defend the Buyer as herein pros acted. 23 TIME It is hereby expressly agreed and undenteod that time is of the essence for the performance of this contract, and failure by contract to meet the time specificam,its of this agreement w ill cause Seller to be in default of this agreement 24 MBE The City of Lubbock hereby notifies all bidders that in regard to any contract entered into pursuant to this request, mmonty and women business enterprises will be afforded equal opportunities to submit bads in response to this invitation and will not be discriminated against on the grounds of race. color, sex or natural origin in consideration for an award. 25 NON -ARBITRATION The City reserves the right to exercise any right or remedy to it by law, contract, equity, or othmvise, including without limitation, the right to seek any and all forms of relief in a court of competent junsdicimn. Further, the City shall not be subject to any arbitration process prior to exercising its unrestricted right to seek judicial remedy The remedies set forth herein are cumulative and not exclusive. and may be exercised concurrently. To the extent of any conflict between this provision and another provision in. or related to, this document, this provision shall control. 26 RIGHT TO AUDIT At any time during the term of the contract, or thereafter. the City, or a duly authorized audit representative of the City or the State of Texas, at its expense and at reasonable times, reserves the right to audit Contractor's records and books relevant to all sm ices provided to the City under this Contract In the event such an audit by the City re%eah any effors or overpayments by the City. Contractor shall refund the City the full amount of such overpayments within thirty (30) days of such audit findings, or the City, at its option, resin es the right to deduct such amounts owing the City from any payments due Contractor 2' The Contractor shall not assignor sublet the contract or any portion ofthecontract. wnhoin wntlen consent from the Director of Purchasing and Contract Management 28 Contracts with Companies Engaged in Business with Iran. Sudan, or Foreign Terrorist Organization Prohibited Pursuant to Section 2252 152 of the Texas Go%emment Code, prohibits the City from entering into a contract unit a vendor that is identified by The Comptroller as a company known to have contracts with or provide supplies or service with Iran, Sudan or a foreign terrorist organization 29. Texas Govemmern Code Section 2252 908 requires a business entity entering into certain contracts with a governmental entity or stale agency to file with the governmental entity or state agency a disclosure of interested parties at the time the business entity submits the signed contract to the go%cmmental entity or state agency Instructions for completing Form 1295 are available at: Into�wwtiv.eitubbock.lxm4enanmcnial- websiraa_depantnrms orchasine %endor-infomuaan 30. No Boycott of Israel. Pursuant to Section 2271 002 of the Texas Government Code, Respondent certifies that either (a) it meets an exemption criteria under Section 2271 002. or (it) it does not boycott Israel and will not boycott Israel during the term of the contract resulting from this solicitation Respondent shall state any facts that make it exempt from the boycott certification in its Response. 31. Contracts with Companies Engaged in Business with Iran, Sudan, or Foreign Terronst Organization Prohibited Pursuant to Section 2252 152 of the Texas Government Code. prohibits the City from entering into a contract w ith a vendor that is identified by The Comptroller as a company known to have contracts with or provide supplies or service with Iran, Sudan or a foreign temonst organization 32 TEXAS PUBLIC INFORMATION ACT The requirements of Subchapter J. Chapter 552, Government Code. may apply to this contract and the contractor or vendor agrees that the contract can be terminated of the contractor or vendor knowingly or intentionally fails to comply with a requirement of that subchapter 33 Pursuant to Section 552 301(c) of the Texas Government Code, the City of Lubbock has designated the following emad address for which public information requests may be made by an emaded request omrr rra%Iubbo[k_m Please send this request to this ema l addre:s for it to be processed REV 12020 Name Date Client Name: City of Lubbock Utilities 8/25/2021 Requestor: Paul Nolen 8/25/2021 Client Authorization: ITRON PM Approval: ITRON Contract Auth.: Send Pricing Summary to Client? ❑ Yes ❑ No Has contract been signed? © Yes ❑ No General Comments: Ordering additional Itron endpoints, MSA establishes pricing and should be charged to Water CIP. Order Processing: PO/Contract #: Master Agreement 7123-17 EUA Comments: Hardware Changes: Description Qty Price Extended AM Communication Device (Cust Part # B 126000) 3,000 $62.00 $186,000.00 Comments: Software Changes: ❑ Modifications ❑ Meter Licenses ❑ Other Description Unit Price Implementation Labor and Expense: ❑O Billable ❑ Non -billable Charge to: Purpose Description Days @ $ Total Total Other Changes: Please return this signed Change Order for formal ITRON Contract Authorization and Execution to: Itron, Inc. 2111 N. Molter Rd. Liberty Lake, WA 99019 Attn: Contract Administration Fax: (509) 891-3331 or pdf and email to contract.K%uest�ce,itron.com. A fully executed version will be returned. City Of Lubbock TEXAS PURCHASE ORDER TO: ITRON INC PO BOX 200209 DALLAS TX 75320-0209 Page - 1 Date - 1/28/2022 Order Number 22105189 000 OP Branch/Plant 6311 SHIP TO: CITY OF LUBBOCK WATER UTILITIES OPERATIONS 402 MUNICIPAL DR LUBBOCK TX 79401 INVOICE TO: CITY OF LUBBOCK ACCOUNTSPAYABLE P.O. BOX 2000 LUBBOCK, TX 79457 JBY:-k Marta A arez, Director of Purchasing & Contract Management Ordered 1/28/2022 Freight Requested 1/28/2022 Taken By Delivery PER R MULLENS REQ 58231 PUR 16398/CONTRACT 7123-17 If you have any questions contact Paul Nolan:pnolan@mylubbock.us Phone 806-775-2747 Description/Supplier Item Ordered Unit Cost UM Extension Request Date AMI Communication Device 3,000.000 62.0000 EA 186,000.00 2/10/2022 B 126000 Master Agreement 7123-17 EUA Total Order Terms NET 30 DAYS 186,000.00 Commercial General Liability, per occurrence- $1,000,000 Worker's Compensation Amounts- $1,000,000 or General Aggregate. Employer's Liability - $1,000,000. Copies of To include products of complete operations endorsement endorsements are required. Automotive Liability- Combined Single limit for Any Auto - City of Lubbock is named as an additional insured on a primary and non-contributory basis with a waiver of subrogation in favor of the City of Lubbock on liability coverages. To include products of completed operations endorsements. Waiver of subrogation provided on the workers' compensation. This purchase order encumbers funds in the amount of $186,000.00 awarded to Itron, Inc. Dallas Rock, TX, on January 3 t, 2022. The following is incorporated into and made part of this purchase order by reference contract: 7123-17 from Itron, Inc. Dallas, TX. Resolution# 2018-RO194 CITY OF BOCK Daniel M. Pope, Mayor ATTEST: Rebe a Garza, City Secretary Rev. 9/2021 Seller and Buyer agree as follows: PURCHASE ORDER TERMS AND CONDITIONS IMPORTANT: READ CAREFULLY STANDARD TERMS AND CONDITIONS CITY OF LUBBOCK. TX I SELLER TO PACKAGE GOODS Seller will package goods in accordance with good commercial practice Each shipping container shall be clearly and permanently marked as follows (a) Seller's name and address, (b) Consignee's time. address and purchase order or purchase release number and the supply agreement number if applicable, (c) Container number and total number of containers, e g box 1 of 4 boxes, and (d) the number of the container hearing the packing slip Seller shall bear cost ofpackaging unless otherwise provided. Goods shall be suitably packed to secure lowest transportation costs and to conform with requirements of common tamers and any applicable specifications Buyer's count or weight shall be final and conclusive on shipments not accompanied by packing lists 2 SHIPMENT UNDER RESERVATION PROHIBITED Seller is not authorized to ship the goods under reservation and no tender of a bill of lading will operate as a tender of goods 3 TITLE AND RISK OF LOSS The title and nsk of loss of the goods shall not pass to Buyer until Buyer actually receives and takes possession of the goods at the point or points of delivery 4 NO REPLACEMENT OF DEFECTIVE TENDER Every tender of delivery of goods must fully comply with all provisions of this contract as to time of delivery, quality and the like If a tender is made which does not fully conform, this shall constitute a breach and Seller shall not have the right to substitute a confomung tender, provided, where the time for performance has not yet expired, the Seller may reasonably notify Buyer of his intention to cure and may then make a conformhngtender within the contract time but not afterward 5 INVOICES & PAYMENTS a S e I I e r shall submit separate invoices, in duplicate, one each purchase order or purchase release after each delivery Invoices shall indicate the purchase order or purchase release number and the supply agreement number if applicable Invoices shall be itemized and transportation charges, if any, shall be listed separately A copy of the bill of lading, and the freight waybill when applicable, should be attached to the invoice Mail To Accounts Payable, City of Lubbock. P O Box 2000, Lubbock, Texas 79457 Payment shall not be due until the above instruments are submitted after delivery 6 GRATUITIES The Buyer may, by written notice to the Seller, cancel this contract without liability to Seller if at is determined by Buyer that gratuities, in the form of entertainment, gifts or otherwise, were offered or given by the Seller, or any agent or representative of the Seller, to any officer or employee of the City of Lubbock with a view to securing a contract or securing favorable treatment with respect to the awarding or amending, or the making of any determinations with respect to the performing of such a contract In the event this contract is canceled by Buyer pursuant to this provision, Buyer shall be entitled, in addition to any other rights and remedies, to recover or withhold the amount of the cost incurred by Seller in providing such gratuities 7 SPECIAL TOOLS & TEST EQUIPMENT If the price stated on the face hereof includes the cost of any special tooling or special test equipment fabricated or required by Seller for the purpose of filling this order, such special tooling equipment and any process sheets related thereto shall become the property of the Buyer and to the extent feasible shall be identified by the Seller as such 8 WARRANTY -PRICE a The price to be paid by the Buyer shall be that contained in Seller's bid which Seller warrants to be no higher Oran Seller's current process on orders by others for products of the kind and specification covered by this agreement for similar quantities under similar of like conditions and methods of purchase In the event Seller breaches this warranty, the prices of the items shall be reduced to the Seller's current prices on orders by others, or in the alternative Buyer may cancel this contract without liability to Seller for breach or Seller's actual expense b The Seller warrants that no person or selling agency has been employed or retained to solicit or secure this contract upon an agreement or understanding for commission, percentage, brokerage. or contingent fee excepting bona fide employees of bona fide established commercial or selling agencies maintained by the Seller for the purpose of securing business For breach of vitiation of this warranty the Buyer shall have the right in addition to any other right of rights to cancel this contract without liability and to deduct from the contract price, or otherwise recover without liability and to deduct from the contract price. or otherwise recover the full amount of such commission, percentage, brokerage or contingent fee 9 WARRANTY -PRODUCT Seller shall not limit or exclude any implied warranties and any attempt to do so shall render this contract voidable at the option of the Buyer Seller warrants that the goods furnished will conform to the specification drawings, and descriptions listed in the bid invitation, and to the sample(s) furnished by the Seller. if any In the event of a conflict or between the specifications, drawings, and descriptions, the specifications shall govern Notwithstanding any provisions contained in the contractual agreement, the Seller represents and warrants fault -free performance and fault -free result in the processing date and date related data (including, but not limited to calculating, comparing and sequencing) of all hardware, software and firmware products delivered and services provided under this Contract, individually or in combination, as the case may be from the effective date of this Contract The obligations contained herein apply to products and services provided by the Seller, its sub- Seller or any turd party involved in the creation or development of the products and services to be delivered to the City of Lubbock under this Contract Failure to comply with any of the obligations contained herein, may result in the City of Lubbock availing itself of any of its tights under the law and under this Contract including, but not limited to, its right pertaining to termination or default The warranties contained herein are separate and discrete from any other warranties specified in this Contract. and are not subject to any disclaimer of warranty, implied or expressed, or limitation of the Seller s liability which may be specified in this Contract, its appendices, its schedules, its annexes or any document incorporated in this Contract by reference 10 SAFETY WARRANTY Seller warrants that the product sold to the Buyer shall conform to the standards promulgated by the U S Department of Labor under the Occupational Safety and Health Act of 1970 In the event the product does not conform to OSHA standards, Buyer may return the product for correction or replacement at the Seller's expense In the event Seller fails to make the appropriate correction within a reasonable time, correction made by Buyer will be at the Seller's expense 1 I NO WARRANTY BY BUYER AGAINST INFRINGEMENTS As part of this contract for sale Seller agrees to ascertain whether goods manufactured in accordance with thespechfications attached to this agreement will give rise to the rightful claim of any turd person by way of infringement of the like Buyer makes no warranty that the production of goods according to the specification will not give rise to such a claim, and in no event shall Buyer be liable to Seller for indemnification in the event that Seller is sued on the grounds of infringement of the like If Seller is of the opinion tint an infringement or the like will result, he will notify the Buyer to this effect in writing within two weeks after the signing of this agreement If Buyer does not receive notice and is subsequently held liable for the infringement or the like, Seller will save Buyer harmless If Seller in good faith ascertains the production of the goods in accordance with the specifications will result in infringement or the like, the contract shall be null and void 12 NON APPROPRIATION All funds for payment by the City under this contract are subject to the availability of an annual appropriation for this purpose by the City In the event of nonappropnathon of funds by the City Council of the City of Lubbock for the goods or services provided under the contract, the City will terminate the contract, without termination charge or other Lability, on the last day of the then -current fiscal year or when the appropriation made for the then -current year for the goods or services covered by this contract is spent, whichever event occurs first If at any time funds are not appropriated for the continuance of this contract, cancellation shall be accepted by the Seller on thirty (30) days prior written notice, but failure to give such notice shall be of no effect and the City shall not be obligated under this contract beyond the date of termination 13 RIGHT OF INSPECTION Buyer shall have the right to inspect the goods at delivery before accepting them 14 CANCELLATION Buyer shall have the right to cancel for default all or any pan of the undelivered portion of dus order if Seller breaches any of the terms hereof including warranties of Seller or if the Seller becomes insolvent or commie acts of bankruptcy Such right of cancellation is in addition to and not in lieu of any other remedies which Buyer may have in law or equity 15 TERMINATION The performance of work under this order may be terminated in whole, or in part by the Buyer in accordance with this provision Termination of work hereunder shall be effected by the delivery of the Seller of a "Notice of Termination' specifying the extent to which performance of work under the order is terminated and the date upon which such termination becomes effective Such right or termination is in addition to and not in lieu of the rights of Buyer set forth in Clause 14, herein 16 FORCE MAJEURE Neither party shall be held responsible for losses, resulting ifthe fulfillment of any terms of provisions of this contract is delayed or prevented by any cause not within the control of the party whose performance is interfered with, and which by the exercise of reasonable diligence said party is unable to prevent 17 ASSIGNMENT -DELEGATION No right or interest in this contract shall be assigned or delegation of any obligation made by Seller without the written percussion of die Buyer Any attempted assignment or delegation by Seller shall be wholly void and totally ineffective for all purpose unless made in conformity with this paragraph 18 WAIVER No claim or right arising out of a breach of this contract can be discharged in whole or in part by a waiver or renunciation of the claim or right unless the waiver or renunciation is supported by consideration and is in writing signed by the aggrieved party 19 INTERPRETATION -PAROLE EVIDENCE This writing, plus any specifications for bids and performance provided by Buyer in its advertisement for bids, and any other documents provided by Seller as part of his bid, is intended by the parties as a final expression of their agreement and intended also as a complete and exclusive statement of the terms of their agreement Whenever a term defined by the Uniform Commercial Code is used in this agreement, the definition contained in the Code is to control 20 APPLICABLE LAW This agreement shall be governed by the Uniform Commercial Code Whereever the term "Uniform Commercial Code' is used, it shall be construed as meaning the Uniform Commercial Code as adopted in the State of Texas as effective and in force on the date of this agreement 21 RIGHT TO ASSURANCE Whenever one party to this contract in good faith has reason to question the other parry's intent to perform he may demand that the other parry give written assurance of his intent to perform In the event that a demand is made and no assurance is given within five (5) days, the demanding party may treat this failure as an anticipatory repudiation of the contract 22 INDEMNIFICATION Seller shall indemnify, keep and save harmless the Buyer, its agents, officials and employees, against all injuries, deaths, loss, damages, claims, patent claims, suits, liabilities, Judgments, costs and expenses, which may in anywise accrue against the Buyer in consequence of the granting of this Contract or which may anywise result therefrom, whether or not it shall be alleged or determined that the act was caused through negligence or omission of the Seller or as employees, or of the subSeller or assignee or as employees, if any, and the Seller shall, at his own expense, appear, defend and pay all charges of attorneys and all costs and other expenses ansing therefrom of incurred in connection therewith, and. if any judgment shall be rendered against the Buyer in any such action. the Seller shall, at its own expenses, satisfy and discharge the same Seller expressly understands and agrees that any bond required by this contract, or otherwise provided by Seller, shall in no way limit the responsibility to indemnify, keep and save harmless and defend the Buyer as herein provided 23 TIME It is hereby expressly agreed and understood that time is of the essence for the performance of this contract, and failure by contract to meet the time specifications of this agreement will cause Seller to be in default of this agreement 24 MBE The City of Lubbock hereby notifies all bidders that in regard to any contract entered into pursuant to this request, mmonty and women business enterprises will be afforded equal opportunities to submit bids in response to this invitation and will not be discriminated against on the grounds of race, color. sex or natural origin in consideration for an award 25 NON -ARBITRATION The City reserves the right to exercise any right or remedy to it by law, contract equity, or otherwise, including without limitation, the right to seek any and all forms of relief in a court of competent jurisdiction Further, Ore City shall not be subject to any arbitration process prior to exercising msumeslncted right to seek judicial remedy The remedies set forth herein are cumulative and not exclusive, and may be exercised concurrently To the extent of any conflict between this provision and another provision in, or related to, this document, this provision shall control 26 RIGHT TO AUDIT At any time during the term of the contract, or thereafter, the City, or a duly authorized audit representative of the City or the State of Texas, at its expense and at reasonable times, reserves the right to audit Contractors records and books relevant to all services provided to the City under this Contract In the event such an audit by the City reveals any errors or overpayments by the City, Contractor shall refund the City the full amount of such overpayments within thirty (30) days of such audit findings, or the City, at its option, reserves the right to deduct such amounts owing the City from any payments due Contractor 27 ASSIGNING OR SUBLETTING THE CONTRACT The Contractor shall not assign or sublet the contract. or any portion of the contract, without written consent from the Director of Purchasing and Contract Management Should consent be given, the Contractor shall insure the Subcontractor or shall provide proof on insurance from the Subcontractor that complies with all contract Insurance requirements 29 HOUSE BILL 1295 DISCLOSURE OF INTERESTED PARTIES House Bill 1295, adopted by the 84th Legislature, created §2252 908, Texas Government Code Section 2252 909 requires a business entity entering into certain contracts with a governmental entity or state agency to file with the governmental entity or state agency a disclosure of interested parties at the time the business entity submits the signed contract to die governmental entity or state agency. Instructions for completing Form 1295 are available at htto kr., ci. Iubbock.%.usldepartnment al-webfgrs:'dsaanirhentslpurchasmelvemdmr.hnfarmdhio n 30 CONTRACTOR ACKNOWLEDGES, by supplying any Goods or Services that the Contractor has read fully understands, and will be in full compliance with all terms and conditions and the descriptive material contained herein and any additional associated documents and Amendments The City disclaims any terms and conditions provided by the Contractor unless agreed upon in writing by the parties In the event ofconflict between these terms and conditions and any terms and conditions provided by the Contractor, the terms and conditions provided herein shall prevail The terms and conditions provided herein are the final terms agreed upon by the parties, and any prior conflicting terms shall be of no force or effect 31 TEXAS GOVERNMENT CODE. CHAPTER 2252 The undersigned representative of the undersigned company or business, being an adult over the age of eighteen (I8) years of age. pursuant to Texas Government Code, Chapter 2252, Section 2252 152, certify that the company named above is not listed on the website of the Comptroller of the State of Texas concerning the listing of companies that are identified under Section 806 051, Section 807 051 or Section 2253 153 1 further certify that should the above -named company enter into a contract that is on said Irsmng of companies on the webshte of the Comptroller of the State of Texas, which do business with Iran, Sudan or any Foreign Terrorist Organization, 1 will immediately notify the City of Lubbock Purchasing and Contract Department 32 TEXAS GOVERNMENT CODE, CHAPTER 2270 This section applies only to a contract that (1) is between a governmental entity and a company with 10 or more full-time employees, and (2) has a value of S100,000 or more that is to be paid wholly or partly from public funds of the governmental entity (b) A governmental entity may not enter into a contract with a company for goods or services unless the contract contains a written verification from the company that at (1) does not boycott Israel, and (2) will not boycott Israel during the term of the contract 33 TEXAS PUBLIC INFORMATION ACT The regwrements of Subchapter 1, Chapter 552, Government Code, may apply to this contract and the contractor or vendor agrees that the contract can be terminated if the contractor or vendor knowingly or intentionally fails to comply with a requirement of that subchapter To the extent Subchapter J. Chapter 552, Government Code applies to this agreement, Pursuant to Section 552 301(c) of the Texas Government Code; the City of Lubbock has designated the following entail address for which public information requests may be made by an emaded request Please send this request to this email address for to be processed pi ii o nvl!hbL,9_ ,j3 REV 9 2021 Name Date Client Name: City of Lubbock Utilities 12/17//2021 Requestor: Paul Nolen 12/17/2021 Client Authorization: ITRON PM Approval: ITRON Contract Auth.: Send Pricing Summary to Client? ❑ Yes ❑ No Has contract been signed? ® Yes ❑ No General Comments: Ordering additional Itron endpoints, MSA establishes pricing and should be charged to Water CIP. Order Processing: PO/Contract #: Master Agreement 7123-17 EUA Comments: Hardware Changes: Description Qty Price Extended AMI Communication Device (Cust Part # B126000) 3,000 $62.00 $186,000.00 Comments: Software Changes: ❑ Modifications ❑ Meter Licenses ❑ Other Description Unit Price Implementation Labor and Expense: ® Billable ❑ Non -billable Charge to: Purpose Description Days @ $ Total Total Other Changes: Please return this signed Change Order for formal TTRON Contract Authorization and Execution to: Itron, Inc. 2111 N. Molter Rd. Liberty Lake, WA 99019 Attn: Contract Administration Fax: (509) 891-3331 or pdf and email to contract.rcqueg� jtron.com. -A fully executed version will be returned. FCity of Lut)t)o&k TEXAS PURCHASE ORDER TO: ITRON INC PO BOX 200209 DALLAS TX 75320-0209 Page - Date - Order Number Branch/Plant 1 9/20/2022 22105253 000 OP 6311 SHIP TO: CITY OF LUBBOCK WATER UTILITIES OPERATIONS 402 MUNICIPAL DR LUBBOCK TX 79401 INVOICE TO: CITY OF LUBBOCK ACCOUNTSPAYABLE P.O. BOX 2000 LUBBOCK, TX 79457 BY: 4v Marta Al4rez, Director of Purchasing & Contract Management Ordered 9/20/2022 Freight Requested 9/20/2022 Taken By Delivery PER P NOLAN REQ 59308 PUR 16860/CONTRACT 7123-17 rd311.y:�•/ If you have any questions contact Paul Nolan:pnolan@mylubbock.us Phone 806-775-2747 Description/Supplier Item Ordered Unit Cost UM Extension Request Date AMI Comm Device ERT 6,000.000 62.0000 EA 372,000.00 12/30/2022 B 126000 Surcharge 1.000 18,600.0000 EA 18,600.00 12 30 2022 SURCHARGE CISCO Conn. Grid Routers, 60Hz 10.000 6,069.0000 EA 60,690.00 12 30 2022 B 120521 Surcharge 1.000 3,034.5000 EA 3,034.50 12 30 2022 SURCHARGE Total Order Terms NET 30 DAYS 454.324.50 TNSTTRANCF. RFOIJTRFD- Commercial General Liability, per occurrence - $1,000,000 General Worker's Compensation Amounts- $1,000,000 or Employer's Aggregate. To include products of complete operations Liability - $1,000,000. Copies of endorsements are required. endorsement Automotive Liability - Combined Single limit for Any Auto - $1,000,000 City of Lubbock is named as an additional insured on a primary and non-contributory basis with a waiver of subrogation in favor of the City of Lubbock on liability coverages. To include products of completed operations endorsements. Waiver of subrogation provided on the workers' compensation. This purchase order encumbers funds in the amount of $454,324.50 awarded to Itron, Inc. of Dallas, TX, on September 20 , 2022. The following is incorporated into and made part of this purchase order by reference: Quote dated July 15, 2022, from Itron, Inc. of Dallas, TX and Contract 7123-17. Resolution #2018-R0194 CITY fFMC Tray ayne, r A T: — 4=N)1 /V - Rebec arza, City Secretary Rev. 3/2022 Seller and Buyer agree as follows: PURCHASE ORDER TERMS AND CONDITIONS STANDARD TERMS AND CONDITIONS ACCEPTANCE OF THIS PURCHASE ORDER: CONTRACTOR ACKNOWLEDGES by supolvine any Goods or Services that the Contractor has read fully understands and will be in full compliance with all terms and conditions and the descriptive material contained herein and any additional associated documents and Amendments The City disclaims any terms and conditions provided by the Contractor unless agreed upon in writing by the parties In the event of conflict between the City's terms and conditions and any terms and conditions provided by the Contractor the terms and conditions provided herein shall prevail The terms and conditions provided herein are the final terms agreed upon by the oarties. and any prior conflictine terms shall be of no force or effect. 1. SELLER TO PACKAGE GOODS. Seller will package goods in accordance with good commercial practice. Each shipping container shall be clearly and permanently marked as follows (a) Seller's name and address, (b) Consignee's name, address and purchase order or purchase release number and the supply agreement number if applicable. (c) Container number and total number of containers, e.g. box 1 of 4 boxes. and (d) the number of the container bearing the packing slip. Seller shall bear cost of packaging unless otherwise provided. Goods shall be suitably packed to secure lowest transportation costs and to conform with requirements of common carvers and any applicable specifications. Buyer's count or weight shall be final and conclusive on shipments not accompanied by packing lists. 2. SHIPMENT UNDER RESERVATION PROHIBITED. Seller is not authorized to ship the goods under reservation and no tender of a bill of lading will operate as a tender of goods. 3. TITLE AND RISK OF LOSS. The title and risk of loss of the goods shall not pass to Buyer until Buyer actually receives and takes possession of the goods at the point or points of delivery. 4. NO REPLACEMENT OF DEFECTIVE TENDER. Every tender of delivery of goods must fully comply with all provisions of this contract as to time of delivery, quality and the like. If a tender is made which does not fully conform, this shall constitute a breach and Seller shall not have the right to substitute a conforming tender, provided where the time for performance has not yet expired, the Seller may reasonably notify Buyer of his intention to cure and may then make a conforming tender within the contract time but not afterward. 5. INVOICES & PAYMENTS. a. S e I I e r shall submit separate invoices, in duplicate, one each purchase order or purchase release after each delivery. Invoices shall indicate the purchase order or purchase release number and the supply agreement number if applicable. Invoices shall be itemized and transportation charges, if any, shall be listed separately. A copy of the bill of lading, and the freight waybill when applicable, should be attached to the invoice. Mail To: Accounts Payable, City of Lubbock. P. O. Box 2000. Lubbock, Texas 79457. Payment shall not be due until the above instmments are submitted after delivery. 6. GRATUITIES. The Buyer may, by written notice to the Seller, cancel this contract without liability to Seller if it is determined by Buyer that gratuities, in the form of entertainment, gifts or otherwise, were offered or given by the Seller, or any agent or representative of the Seller, to any officer or employee of the City of Lubbock with a view to securing a contract or securing favorable treatment with respect to the awarding or amending, or the making of any determinations with respect to the performing of such a contract. In the event this contract is canceled by Buyer pursuant to this provision, Buyer shall be entitled in addition to any other rights and remedies, to recover or withhold the amount of the cost incurred by Seller in providing such gratuities. 7. SPECIAL TOOLS & TEST EQUIPMENT. If the price stated on the face hereof includes the cost of any special tooling or special tat equipment fabricated or required by Seller for the purpose of filling this order, such special tooling equipment and any process sheets related thereto shall become the property of the Buyer and to the extent feasible shall be identified by the Seller as such. 8. WARRANTY -PRICE. a. The price to be paid by the Buyer shall be that contained in Seller's bid which Seller warrants to be no higher than Seller's current process on orders by others for products of the kind and specification covered by this agreement for similar quantities under similar of like conditions and methods of purchase. In the event Seller breaches this warranty, the prices of the items shall be reduced to the Seller's current prices on orders by others, or in the alternative. Buyer may cancel this contract without liability to Seller for breach or Seller's actual expense. b. The Seller warrants that no person or selling agency has been employed or retained to solicit or secure this contract upon an agreement or understanding for commission, percentage, brokerage, or contingent fee excepting bona fide employees of bona fide established commercial or selling agencies maintained by the Seller for the purpose of securing business. For breach of vitiation of this warranty the Buyer shall have the right in addition to any other right of rights to cancel this contract without liability and to deduct from the contract price, or otherwise recover without liability and to deduct from the contract price, or otherwise recover the full amount of such commission. percentage, brokerage or contingent fee. 9. WARRANTY -PRODUCT. Seller shall not limit or exclude any implied warranties and any attempt to do so shall render this contract voidable at the option of the Buyer. Seller warrants that the goods furnished will conform to the specification drawings, and descriptions listed in the bid invitation, and to the sample(s) furnished by the Seller, if any. In the event of a conflict or between the specifications, drawings, and descriptions, the specifications shall govern. Notwithstanding any provisions contained in the contractual agreement, the Seller represents and warrants fault -free performance and f tult-free result in the processing date and date related data (including, but not limited to calculating, comparing and sequencing) of all hardware, software and firmware products delivered and services provided under this Contract, individually or in combination, as the case may be from the effective date of this Contract. The obligations contained herein apply to products and services provided by the Seller, its sub- Seller or any third party involved in the creation or development of the products and services to be delivered to the City of Lubbock under this Contract. Failure to comply with any of the obligations contained herein, may result in the City of Lubbock availing itself of any of its rights under the law and under this Contract including, but not limited to, its right pertaining to termination or default. The warranties contained herein are separate and discrete from any other warranties specified in this Contract, and are not subject to any disclairner of warranty, implied or expressed, or limitation of the Seller's liability which may be specified in this Contract, its appendices, its schedules, its annexes or any document incorporated in this Contract by reference. 10. SAFETY WARRANTY. Seller warrants that the product sold to the Buyer shall conform to the standards promulgated by the U.S. Department of Labor under the Occupational Safety and Health Act of 1970. In the event the product does not conform to OSHA standards, Buyer may return the product for correction or replacement at the Seller's expense. In the event Seller fails to make the appropriate correction within a reasonable time, correction made by Buyer will beat the Seller's expense. 11. NO WARRANTY BY BUYER AGAINST INFRINGEMENTS. As part of this contract for sale Seller agrees to ascertain whether goods manufactured in accordance with the specifications attached to this agreement will give rise to the rightful claim of any third person by way of infringement of the like. Buyer makes no warranty that the production of goods according to the specification will not give rise to such a claim. and in no event shall Buyer be liable to Seller for indemnification in the event that Seller issued on the grounds of infringement of the like. If Seller is of the opinion that an infringement or the like will result, he will notify the Buyer to this effect in writing within two weeks after the signing of this agreement. If Buyer does not receive notice and is subsequently held liable for the infringement or the like. Seller will save Buyer harmless. If Seller in good faith ascertains the production of the goods in accordance with the specifications will result in infringement or the like, the contract shall be null and void. 12. NON APPROPRIATION. All funds for payment by the City under this contract are subject to the availability ofan annual appropriation for this purpose by the City. In the event of nonappropriation of funds by the City Council of the City of Lubbock for the goods or services provided under the contract, the City will terminate the contract, without termination charge or other liability, on the last day of the then -current fiscal year or when the appropriation made for the then -current year for the goods or services covered by this contract is spent, whichever event occurs first. If at any time funds are not appropriated for the continuance of this contract, cancellation shall be accepted by the Seller on thirty (30) days prior written notice, but failure to give such notice shall be of no effect and the City shall not be obligated under this contract beyond the date of termination. 13. RIGHT OF INSPECTION. Buyer shall have the right to inspect the goods at delivery before accepting them. 14. CANCELLATION. Buyer shall have the right to cancel for default all or any part of the undelivered portion of this order if Seller breaches any of the tetras hereof including warranties of Seller or if the Seller becomes insolvent or commits acts of bankruptcy. Such right ofeancellation is in addition to and not in lieu of any other remedies which Buyer may have in law or equity. in accordance with this provision. Termination of work hereunder shall be effected by the delivery of the Seller of a "Notice of Termination" specifying the extent to which performance of work under the order is terminated and the date upon which such termination becomes effective. Such right or termination is in addition to and not in lieu of the rights of Buyer set forth in Clause 14, herein. 16. FORCE MAJEURE. Neither party shall be held responsible for losses, resulting if the fulfillment of any terms of provisions of this contract is delayed or prevented by any cause not within the control of the party whose performance is interfered with, and which by the exercise of reasonable diligence said party is unable to prevent. 17. ASSIGNMENT -DELEGATION. No right or interest in this contract shall be assigned or delegation of any obligation made by Seller without the written permission of the Buyer. Any attempted assignment or delegation by Seller shall be wholly void and totally ineffective for all purpose unless made in conformity with this paragraph. I8. WAIVER. No claim or right arising out of a breach of this contract can be discharged in whole or in part by a waiver or renunciation of the claim or tight unless the waiver or renunciation is supported by consideration and is in writing signed by the aggrieved party. 19. INTERPRETATION -PAROLE EVIDENCE. This writing, plus any specifications for bids and performance provided by Buyer in its advertisement for bids, and any other documents provided by Seller as part of his bid. is intended by the parties as a final expression of their agreement and intended also as a complete and exclusive statement of the terms of their agreement. Whenever a term defined by the Uniform Commercial Code is used in this agreement, the definition contained in the Code is to control. 20. APPLICABLE LAW. This agreement shall be governed by the Uniform Commercial Code. Wherever the terns "Uniform Commercial Code' is used it shall be construed as meaning the Uniform Commercial Code as adopted in the State of Texas as effective and in force on the date of this agreement. 21. RIGHT TO ASSURANCE. Whenever one party to this contract in good faith has reason to question the other party's intent to perform he may demand that the other party give written assurance of his intent to perform. In the event that a demand is made and no assurance is given within five (5) days, the demanding party may treat this failure as an anticipatory repudiation of the contract. 22. INDEMNIFICATION. Seller shall indemnify, keep and save harmless the Buyer, its agents, officials and employees, against all injuries, deaths, loss, damages, claims, patent claims, suits, liabilities, judgments, costs and expenses, which may in anywise accrue against the Buyer in consequence of the granting of this Contract or which may anywise result therefrom, whether or not it shall be alleged or determined that the act was caused through negligence or omission of the Seller or its employees. or of the subSeller or assignee or its employees, if any, and the Seller shall, at his own expense, appear, defend and pay all charges of attorneys and all costs and other expenses arising therefrom of incurred in connection therewith, and, if any judgment shall be rendered against the Buyer in any such action, the Seller shall, at its own expenses, satisfy and discharge the same Seller expressly understands and agrees that any bond required by this contract, or otherwise provided by Seller, shall in no way limit the responsibility to indemnify, keep and save harmless and defend the Buyer as herein provided. 23. TIME. It is hereby expressly agreed and understood that time is of the essence for the performance of this contract, and failure by contract to meet the time specifications of this agreement will cause Seller to be in default of this agreement. 24. MBE. The City of Lubbock hereby notifies all bidders that in regard to any contract entered into pursuant to this request, minority and women business enterprises will be afforded equal opportunities to submit bids in response to this invitation and will not be discriminated against on the grounds of race, color, sex or natural origin in consideration for an award. 25. NON -ARBITRATION. The City reserves the right to exercise any right or remedy to it by law, contract, equity, or otherwise, including without limitation the right to seek any and all forms of relief in a tour of competent jurisdiction. Further, the City shall not be subject to any arbitration process prior to exercising its unrestricted right to seek judicial remedy. The remedies set forth herein are cumulative and not exclusive, and may be exercised concurrently. To the extent of any conflict between this provision and another provision in. or related to, this document, this provision shall control. 26. RIGHT TO AUDIT. At any time during the term of the contract, or thereafter, the City, or a duly authorized audit representative of the City or the State of Texas, at its expense and at reasonable times, reserves the right to audit Contractor's records and books relevant to all services provided to the City under this Contract. In the event suc h an audit by the City reveals any errors or overpayments by the Cry. Contractor shall refund the City the full amount of such overpayments within thirty (30) days of such audit findings, or the City, at its option reserves the right to deduct such amounts owing the City from any payments due Contractor. 27. The Contractor shall not assign or sublet the contract, or any portion of the contract, without written consent from the Director of Purchasing and Contract Management. 28. Contracts with Companies Engaged in Business with Iran Sudan or Foreign Terrorist Organization Prohibited. Pursuant to Section 2252.152 of the Texas Government Code, prohibits the City from entering into a contract with a vendor that is identified by The Comptroller as a company known to have contracts with or provide supplies or service with Iran Sudan or a foreign terrorist organization 29. Texas Government Code. Section 2252.908 requires a business entity entering into certain contracts with a governmental entity or state agency to file with the governmental entity or state agency a disclosure of interested parties at the time the business entity submits the signed contract to the governmental entity or state agency. Instructions for completing Form 1295 are available at: hap. www.ci.lubbock.tx.usdoartmental- websites deran menu purcbasinL vender. i6pfq a 30. No Boycott of Israel. Pursuant to Section 2271.002 of the Texas Government Code, Respondent certifies that either (i) it meets an exemption criteria under Section 2271.002: or (ii) it does not boycott Israel and will not boycott Israel during the term of the contract resulting from this solicitation. Respondent shall state any facts that make it exempt from the boycott certification in its Response. 31. No Boycott of Energy Companies. Pursuant to Section 2274 of the Texas Government Code, Respondent certifies that either (i) it meets an exemption criteria under Section 2274.002; or (ii) it does not boycott Energy Companies and will not boycott Energy Companies during the tern of the contract resulting from this solicitation. Respondent shall state any facts that make it exempt from the boycott certification in its Response. 32. No Boycott of a Firearm Entity or Firearm Trade Association. Pursuant to Section 2274 of the Texas Government Code, Respondent certifies that either (i) it mats an exemption criteria under Section 2274.002; or (h) it does not boycott a Firearm Entity or Firearm Trade Association and will not boycott a Firearm Entity or Firearm Trade Association during the term of the contract resulting from this solicitation. Respondent shall state any facts that make it exempt from the boycott certification in its Response. 33. Contracts with Companies Engaged in Business with Iran Sudan or Foreign Terrorist Organization Prohibited. Pursuant to Section 2252.152 of the Texas Government Code, prohibits the City from entering into a contract with a vendor that is identified by The Comptroller as a company known to have contracts with or provide supplies or service with Iran Sudan or a foreign terrorist organization 34. TEXAS PUBLIC INFORMATION ACT. The requirements of Subchapter J. Chapter 552. Government Code, may apply to this contract and the contractor or vendor agrees that the contract can be terminated if the contractor or vendor knowingly or intentionally fails to comply with a requirement of that subchapter. 35. Pursuant to Section 552.301(c) of the Texas Government Code, the City of Lubbock has designated the following email address for which public information requests may be made by an emailed request: orr(a mylubbock.us. Please send this request to this email address for it to be processed 15. TERMINATION. The performance of work under this order may be terminated in whole, or in part by the Buyer REV. 3 2022 Name Date Client Name: City of Lubbock Utilities 7/15//2022 Requestor: Paul Nolen 7/15/2022 Client Authorization: ITRON PM Approval: ITRON Contract Auth.: Send Pricing Summary to Client? Has contract been signed? ❑ Yes ❑ No ® Yes ❑ No General Comments: Ordering additional Itron endpoints, MSA establishes pricing and should be charged to Water CIP. Order Processing: PO/Contract #: Master Agreement 7123-17 EUA Comments: Requisition 59308 Hardware Changes: Description Qty Price Extended AMI Communication Device (Cust Part # B126000) 6,000 $62.00 $372,000.00 Description Qty Price Extended Surcharge 1 $18,600.00 $18,600.00 Description Qty Price Extended CISCO connected grid router,60Hz, 120-240V (Cust Part # B120521) 10 $6,069.00 $60,690.00 Description Qty Price Extended Surcharge 1 $3,034.5 $3,034.5 Comments: Total $454,324.50 Software Changes: ❑ Modifications ❑ Meter Licenses ❑ Other Description Unit Price Description Unit Price Implementation Labor and Expense: ® Billable ❑ Non -billable Charge to: Other Changes: Please return this signed Change Order for formal ITRON Contract Authorization and Execution to: Itron, Inc. 2111 N. Molter Rd. Liberty Lake, WA 99019 Attn: Contract Administration Fax: (509) 891-3331 or pdf and email to contract.reyuestu itron.com. —A fully executed version will be returned. City of VLubbock PURCHASE ORDER TEXAS TO: ITRON INC PO BOX 200209 DALLAS TX 75320-0209 Page - 1 Date - 11/16/2022 Order Number 22105263 000 OP Branch/Plant 6311 SHIP TO: CITY OF LUBBOCK WATER UTILITIES OPERATIONS 402 MUNICIPAL DR LUBBOCK TX 79401 INVOICE TO: CITY OF LUBBOCK ACCOUNTSPAYABLE P.O. BOX 2000 LUBBOCK, TX 79457 BY: Marta Alva , Director of Purchasing & Contract Management Ordered 11/16/2022 Freight Requested 11/16/2022 Taken By Delivery PER P NOLAN REQ 59219 PUR 16999/CONTRACT 7123-17 91311.1:3`I If you have any questions contact Paul Nolan:pnolan@mylubbock.us Phone 806-775-2747 Description/Supplier Item Ordered Unit Cost UM Extension Request Date CISCO Conn. Grid Router 60Hz 15.000 6,069.0000 EA 91,035.00 1/31 2023 B-120521 Surcharge 1.000 4,551.7500 EA 4,551.75 1/31/2023 Total Order Terms NET 30 DAYS 95,586.75 IIr•C� i1:7_\�(�l �l.i �i�7 i11.7 � �� Commercial General Liability, per occurrence - $1,000,000 General Worker's Compensation Amounts- $1,000,000 or Employer's Aggregate. To include products of complete operations Liability - $1,000,000. Copies of endorsements are required. endorsement Automotive Liability - Combined Single limit for Any Auto - $1,000,000 City of Lubbock is named as an additional insured on a primary and non-contributory basis with a waiver of subrogation in favor of the City of Lubbock on liability coverages. To include products of completed operations endorsements. Waiver of subrogation provided on the workers' compensation. This purchase order encumbers funds in the amount of $95,586.75 awarded to Itron, Inc. of Dallas, TX, on November 16 , 2022. The following is incorporated into and made part of this purchase order by reference: Quote dated August 22, 2022, from Itron, Inc. of Dallas, TX and Contract 7123-17. Resolution #2018-R0194 CITY O !�� Tray Payne, May ATf S. Rebe a Garza, City Secretary Rev. 3/2022 Seller and Buyer agree as follows: PURCHASE ORDER TERMS AND CONDITIONS STANDARD TERMS AND CONDITIONS ACCEPTANCE OF THIS PURCHASE ORDER: CONTRACTOR ACKNOWLEDGES. by supplying any Goods or Services that the Contractor has read. Polly understands, and will be in full compliance with all terms and conditions and the descriptive material contained herein and any additional associated documents and Amendments. The City disclaims any terms and conditions provided by the Contractor unless agreed upon in writing by the narties. In the event of conflict between the Cnv's terms and conditions and any terms and conditions provided by the Contractor. the terms and conditions provided herein shall prevail The terms and conditions provided herein are the final terms agreed upon by the parties. and any prior conflicting terms shall be of no force or effect. 1. SELLER TO PACKAGE GOODS. Seller will package goods in accordance with good commercial practice. Each shipping container shall be clearly and permanently marked as follows (a) Seller's name and address. (b) Consignee's name, address and purchase order or purchase release number and the supply agreement number if applicable, (c) Container number and total number of containers, a g. box 1 of 4 boxes, and (d) the number of the container bearing the packing slip. Seller shall bear cost of packaging unless otherwise provided. Goods shall be suitably packed to secure lowest transportation costs and to conform with requirements of common gainers and any applicable specifications. Buyer's count or weight shall be final and conclusive on shipments not accompanied by packing lists. 2. SHIPMENT UNDER RESERVATION PROHIBITED. Seller is not authorized to ship the goods under reservation and no tender of a bill of lading will operate as a tender of goods. 3. TITLE AND RISK OF LOSS. The title and risk of loss of the goods shall not pass to Buyer until Buyer actually receives and takes possession of the goods at the point or points of delivery. 4. NO REPLACEMENT OF DEFECTIVE TENDER. Every tender of delivery of goods must fully comply with all provisions of this contract as to time of delivery, quality and the like. If a tender is made which does not fully conform. this shall constitute a breach and Seller shall not have the right to substitute a conforming tender, provided, where the time for performance has not yet expired, the Seller may reasonably notify Buyer of his intention to cure and may then make a conforming tender within the contract time but not afterward. 5. INVOICES & PAYMENTS. a. S e I I e r shall submit separate invoices, in duplicate, one each purchase order or purchase release after each delivery. Invoices shall indicate the purchase order or purchase release number and the supply agreement number if applicable. Invoices shall be itemized and transportation charges, if any, shall be listed separately. A copy of the bill of lading, and the freight waybill when applicable, should be attached to the invoice. Mail To: Accounts Payable, City of Lubbock. P. 0. Box 2000, Lubbock, Texas 79457. Payment shall not be due until the above instruments are submitted after delivery. 6. GRATUITIES. The Buyer may, by written notice to the Seller, cancel this contract without liability to Seller if it is determined by Buyer that gratuities, in the form of entertainment, gifts or otherwise, were offered or given by the Seller, or any agent or representative of the Seller, to any officer or employee of the City of Lubbock with a view to securing a contract or securing favorable treatment with respect to the awarding or amending, or the making of any determinations with respect to the performing of such a contract. In the event this contract is canceled by Buyer pursuant to this provision, Buyer shall be entitled, in addition to any other rights and remedies, to recover or withhold the amount of the cost incurred by Seller in providing such gratuities. 7. SPECIAL TOOLS & TEST EQUIPMENT. If the price stated on the face hereof includes the cost of any special tooling or special test equipment fabricated or required by Seller for the purpose of filling this order, such special tooling equipment and any process sheets related thereto shall become the property of the Buyer and to the extent feasible shall be identified by the Seller as such. 8. WARRANTY -PRICE. a. The price to be paid by the Buyer shall be that contained in Seller's bid which Seller warrants to be no higher than Seller's current process on orders by others for products of the kind and specification covered by this agreement for similar quantities under similar of like conditions and methods of purchase. In the event Seller breaches this warranty, the prices of the items shall be reduced to the Seller's current prices on orders by others, or in the alternative. Buyer may cancel this contract without liability to Seller for breach or Seller's actual expense. b. The Seller warrants that no person or selling agency has been employed or retained to solicit or secure this contract upon an agreement or understanding for commission, percentage, brokerage, or contingent fee excepting bona fide employees of bona fide established commercial or selling agencies maintained by the Seller for the purpose of securing business. For breach of vitiation of this warranty the Buyer shall have the right in addition to any other right of rights to cancel this contract without liability and to deduct from the contract price, or otherwise recover without liability and to deduct from the contract price, or otherwise recover the full amount of such commission, percentage, brokerage or contingent fee. 9. WARRANTY -PRODUCT. Seller shall not limit or exclude any implied warranties and any attempt to do so shall render this contract voidable at the option of the Buyer. Seller warrants that the goods furnished will conform to the specification, drawings, and descriptions listed in the bid invitation, and to the sample(s) furnished by the Seller, if any. In the event of a conflict or between the specifications, drawings, and descriptions, the specifications shall govern. Notwithstanding any provisions contained in the contractual agreement, the Seller represents and warrants fault -free performance and fault -free result in the processing date and date related data (including, but not limited to calculating, comparing and sequencing) of all hardware, software and firmware products delivered and services provided under this Contract, individually or in combination, as the case may be from the effective date of this Contract. The obligations contained herein apply to products and services provided by the Seller, its sub- Seller or any third party involved in the creation or development of the products and services to be delivered to the City of Lubbock under this Contract. Failure to comply with any of the obligations contained herein, may result in the City of Lubbock availing itself of any of its rights under the law and under this Contract including, but not limited to, its right pertaining to termination or default. The warranties contained herein arc separate and discrete from any other warranties specified in this Contract, and are not subject to any disclaimer of warranty, implied or expressed or limitation of the Seller's liability which may be specified in this Contract, its appendices, its schedules, its annexes or any document incorporated in this Contract by reference. 10. SAFETY WARRANTY. Seller warrants that the product sold to the Buyer shall conform to the standards promulgated by the U.S. Department of Labor under the Occupational Safety and Health Act of 1970 In the event the product does not conform to OSHA standards, Buyer may return the product for correction or replacement at the Seller's expense. In the event Seller fails to make the appropriate correction within a reasonable time. correction made by Buyer will be at the Seller's expense. 11. NO WARRANTY BY BUYER AGAINST INFRINGEMENTS. As part of this contract for sale Seller agrees to ascertain whether goods manufactured in accordance with the specifications attached to this agreement will give rise to the rightful claim of any third person byway of infringement of the like. Buyer makes no warranty that the production of goods according to the specification will not give rise to such a claim, and in no event shall Buyer be liable to Seller for indemnification in the event that Seller issued on the grounds of mfrmgement of the like. If Seller is of the opinion that an infringement or the like will result, he will notify the Buyer to this effect in writing within two weeks after the signing of this agreement. If Buyer does not receive notice and is subsequently held liable for the infringement or the like. Seller will save Buyer harmless. If Seller in good faith ascertains the production of the goods in accordance with the specifications will result in infringement or the like, the contract shall be null and void. 12. NON APPROPRIATION. All funds for payment by the City under this contract are subject to the availability of an annual appropriation for this purpose by the City. In the event of nonappropriation of funds by the City Council of the City of Lubbock for the goods or services provided under the contract, the City will terminate the contract, without termination charge or other liability, on the last day of the then -current fiscal year or when the appropriation made for the then -current year for the goods or services covered by this contract is spent, whichever event occurs first. If at any time funds are not appropriated for the continuance of this contract, cancellation shall be accepted by the Seller on thirty (30) days prior written notice, but failure to give such notice shall be of no effect and the City shall not be obligated under this contract beyond the date of termination. 13. RIGHT OF INSPECTION. Buyer shall have the right to inspect the goods at delivery before accepting them. 14. CANCELLATION. Buyer shall have the right to cancel for default all or any part of the undelivered portion of this order if Seller breaches any of the terns hereof including warranties of Seller or if the Seller becomes insolvent or commits acts of bankruptcy. Such right of cancellation is in addition to and not in lieu of any other remedies which Buyer may have in law or equity. in accordance with this provision. Termination of work hereunder shall be effected by the delivery of the Seller of a "Notice of Termination' specifying the extent to which performance of work under the order is terminated and the date upon which such termination becomes effective. Such right or termination is in addition to and not in lieu of the rights of Buyer set forth in Clause 14. herein. 16 FORCE MAJEURE, Neither party shall be held responsible for losses. resulting if the fulfillment of any terms of provisions of this contract is delayed or prevented by any cause not within the control of the party whose performance is interfered with, and which by the exercise of reasonable diligence said patty is unable to prevent. 17. ASSIGNMENT -DELEGATION. No right or interest in this contract shall be assigned or delegation of any obligation made by Seller without the written permission of the Buyer Any attempted assignment or delegation by Seller shall be wholly void and totally ineffective for all purpose unless made in conformitywith this paragraph. 18. WAIVER. No claim or right arising out of a breach of this contract can be discharged in whole or in par by a waiver or renunciation of the claim or right unless the waiver or renunciation is supported by consideration and is in writing signed by the aggrieved party. 19. INTERPRETATION -PAROLE EVIDENCE. This writing, plus any specifications for bids and performance provided by Buyer in its advertisement for bids, and any other documents provided by Seller as part of his bid. is intended by the parties as a final expression of their agreement and intended also as a complete and exclusive statement of the terms of their agreement. Whenever a term defined by the Uniform Commercial Code is used in this agreement, the definition contained in the Code is to control 20. APPLICABLE LAW This agreement shall be governed by the Uniform Commercial Code. Wherever the term "Uniform Commercial Code is used, it shall be construed as meaning the Uniform Commercial Code as adopted in the State of Texas as effective and in force on the date of this agreement. 21. RIGHT TO ASSURANCE. Whenever one party to this contract in good faith has reason to question the other party's intent to perform he may demand that the other party give written assurance of his intent to perform. In the event that a demand is made and no assurance is given within five (5) days, the demanding party may treat this failure as an anticipatory repudiation of the contract. 22. INDEMNIFICATION Seller shall indemnify, keep and save harmless the Buyer, its agents, officials and employees, against all inlunes, deaths, loss, damages, clauns, patent claims, suits, liabilities, judgments, costs and expenses, which may in anywise accrue against the Buyer in consequence of the granting of this Contract or which may anywise result therefrom, whether ur not it shall be alleged or determined that the act was caused through negligence or omission of the Seller or its employees. or of the subSeller or assignee or its employees, if any, and the Seller shall, at his own expense, appear, defend and pay all charges of attorneys and all costs and other expenses arising therefrom of incurred in connection therewith, and. if anyludgment shall be rendered against the Buyer in any such action, the Seller shall, at its own expenses, satisfy and discharge the same Seller expressly understands and agrees that any bond required by this contract, or otherwise provided by Seller, shall in no way limit the responsibility to indemnify, keep and save harmless and defend the Buyer as herein provided. 23. TIME. It is hereby expressly agreed and understood that time is of the essence for the performance of this contract, and failure by contract to meet the time specifications of this agreement will cause Seller to be in default of this agreement. 24. MBE. The City of Lubbock hereby notifies all bidders that in regard to any contract entered into pursuant to this request, minority and women business enterprises will be afforded equal opportunities to submit bids in response to this invitation and will not be discriminated against on the grounds of race, color, sex or natural origin in consideration for an award. 25. NON -ARBITRATION. The City reserves the right to exercise any right or remedy to it by law, contract, equity, or otherwise, including without limitation, the right to seek any and all forms of relief in a court of compctcm jurisdiction. Further, the City shall not be subject to any arbitration process prior to exercising its unrestricted right to seek judicial remedy. The remedies set forth herein arc cumulative and not exclusive, and may be exercised concurrently. To the extent of any conflict between this provision and another provision in, or related to, this document, this provision shall control. 26. RIGHT TO AUDIT. At any time during the term of the contract, or thereafter, the City, or a duly authorized audit representative of the City or the State of Texas, at its expertise and at reasonable times, reserves the right to audit Contractors records and books relevant to all services provided to the City under this Contract. In the event such an audit by the City reveals any errors or overpayments by the City. Contractor shall refund the City the full amoum of such overpayments within thirty (30) days of such audit findings, or the City, at its option, reserves the right to deduct such amounts owing the City from any payments due Contractor. 27. The Contractor shall not assign or sublet the contract, or any portion of the contract, without written consent from the Director of Purchasing and Contract Management. 28. Contracts with Companies Engaged in Business with Iran. Sudan, or Foreign Terrorist Organization Prohibited. Pursuant to Section 2252.152 of the Texas Government Code, prohibits the City from entering into a contract with a vendor that is identified by The Comptroller as a company known to have contracts with or provide supplies or service with Iran. Sudan or a foreign terrorist organization 29. Texas Goverment Code. Section 2252.908 requires a business entity entering into certain contracts with a governmental entity or state agency to file with the governmental entity or state agency a disclosure of interested parties at the time the business entity submits the signed contract to the governmental entity or state agency. Instructions for completing Form 1295 are available at: http. www.ci.lubbock.tx.usdenartmental- Nrbskes dcparmenu.purchming scndor-information 30. No Boycott of Israel. Pursuant to Section 2271.002 of the Texas Government Code, Respondent certifies that either (i) it meets an exemption criteria under Section 2271.002: or (ii) it does not boycott Israel and will not boycott Israel during the term of the contract resulting from this solicitation. Respondent shall state any facts that make it exempt from the boycott certification in its Response. 31. No Boycott of Energy Companies. Pursuant to Section 2274 of the Texas Government Code. Respondent certifies that either (i) it meets an exemption criteria under Section 2274.002; or (ii) it does not boycott Energy Companies and will not boycott Energy Companies during the tern of the contract resulting from this solicitation. Respondent shall state any facts that make it exempt from the boycott certification in its Response. 32. No Boycott of a Firearm Entity or Firearm Trade Association. Pursuant to Section 2274 of the Texas Government Code, Respondent certifies that either (i) it meets an exemption criteria under Section 2274.002; or (ii) it does not boycott a Firearm Entity or Firearm Trade Association and will not boycott a Firearm Entity or Firearm Trade Association during the term of the contract resulting from this solicitation. Respondent shall state any facts that make it exempt from the boycott certification in its Response. 33. Contracts with Companies Engaged in Business with Iran. Sudan, or Foreign Terrorist Organization Prohibited. Pursuant to Section 2252.152 of the Texas Government Code, prohibits the City from entering into a contract with a vendor that is identified by The Comptroller as a company known to have contracts with or provide supplies or service with Iran. Sudan or a foreign terrorist organization 34. TEXAS PUBLIC INFORMATION ACT. The requirements of Subchapter J, Chapter 552, Government Code, may apply to this contract and the contractor or vendor agrees that the contract can be terminated if the contractor or vendor knowingly or intentionally fails to comply with a requirement of that subchapter. 35. Pursuant to Section 552.301(c) of the Texas Government Code, the City of Lubbock has designated the following email address for which public information requests may be made by an emailed request orrta mylubbock.us. Please send this request to this email address for it to be processed 15. TERMINATION. The performance of work under this order may be terminated in whole, or in part by the Buyer REV. 3i1022 Name Date Client Name: City of Lubbock Utilities 8/22//2022 Requestor: Paul Nolen 8/22/2022 Client Authorization: ITRON PM Approval: ITRON Contract Auth.: Send Pricing Summary to Client? ❑ Yes ❑ No Has contract been signed? ® Yes ❑ No General Comments: Ordering additional Itron endpoints, MSA establishes pricing and should be charged to Water CEP. Order Processing: PO/Contract #: Master Agreement 7123-17 EUA Comments: Requisition 59219 Hardware Changes: Description Qty Price Extended CISCO connected grid router,60Hz, 120-240V (Cust Part # B120521) 15 $6,069.00 $91,035.00 Description Qty Price Extended Surcharge 1 $13,655.25 $4551.75 Comments: Total $95,586.75 Software Changes: ❑ Modifications ❑ Meter Licenses ❑ Other Description Unit Price Description Unit Price Implementation Labor and Expense: O Billable ❑ Non -billable Charge to: Other Changes: Please return this signed Change Order for formal ITRON Contract Authorization and Execution to: Itron, Inc. 2111 N. Molter Rd. Liberty Lake, WA 99019 Attn: Contract Administration Fax: (509) 891-3331 or pdf and email to contract-mguestCd,,,itron.com. —A fully executed version will be returned. Itron March 3, 2023 rev. March 7, 2023 City of Lubbock PO Box 2000 Lubbock, TX 79457 To whom it may concern, Cisco has made a change regarding the CGR 1240 and are no longer accepting orders under part number B120521. The new, updated part number is B120544. This is a mirror to the CGR originally ordered by the City of Lubbock. Additionally, Cisco has discontinued these CGRs and committed only partial of the current units on order by the City of Lubbock. There is a replacement planned and will be available soon. Lubbock currently has one purchase order on hold and one with a line item that will not be able to be fulfilled by Cisco. PO 22105253 - 10ea $6,069.00ea Already allocated and resolvable with Change Order reflecting new part number as B120544. PO 22105263 - 15ea Line item B120521 needs to be cancelled and will be replaced by an Industrial Router. Part Number to be determined at a later date when available. Please submit change order reflecting updated part number B120544 (original part number B120521) in order to fulfill PO 22105253. *rgn s ount Manager Itron, Inc. 577 Rose Branch Dr. La Vernia, TX 78121 ITRON 2111 North Molter Road Liberty Lake, WA 99019 www.itron.com ItrOn Product Information Letter PIL-22-1427 Product Line: Cisco° Connected Grid Router (CGR) 1240 ® Customers ® Itron Internal ® Sales Channel Partners Cisco° Connected Grid Router (CGR) 1240 End of Sale/Life Announcement This is a courtesy notice to inform you that, effective December 30, 2022, Cisco will stop taking orders for the Cisco CGR 1240. All CGR 1240 orders processed by Itron will, up to that date, retain the full five-year factory warranty (unless otherwise stated in customer contracts). Itron is working with Cisco to validate the replacement product, the IR8140. Itron encourages customers to upgrade to the Cisco IR8140 once it is fully validated by Itron. All customers planning to use the CGR 1240 later than December 30, 2027 should arrange extended support through their Itron representative. Affected Products and Key Dates Itron is committed to supporting you during this transition with a last -time buying opportunity. See the following table for important dates for the affected products. Product Version/ catalog number Last Itron order Last delivery End of sale End of support End of life CGR 1240 CGR1240/K9 Nov 30, 2022 Mar 30, 2023 Dec 30, 2022 Dec 30, 2027 Dec 30, 2027 Confidential Information of Itron®, Inc., provided under nondisclosure obligations. Copyright © 2022 Itron, Inc. All rights reserved. Itron is a registered trademark of Itron, Inc. All other product names and logos in this documentation are used for identification purposes only and may be trademarks or registered trademarks of their respective companies. For more information about Itron or Itron products, visit www.itron.com. January 18, 2022 PIL-22-1427 REV 000 Itron, Inc. Page 1 of 2 ITRON Product Information Letter Cisco® Connected Grid Router (CGR) 1240 End of Sale/Life Announcement End -of -Life Milestones and Dates for the Cisco CG1240 Milestone Definition Date End -of -Life The date the document that announces the end -of -sale and end -of- January 18, 2022 Announcement Date life of a product is distributed to the general public. End -of -Sale Date: HW The last date to order the product through Cisco point -of -sale December 30, 2022 mechanisms. The product is no longer for sale after this date. Last Ship Date: HW The last possible ship date that can be requested of Cisco and/or its March 30, 2023 contract manufacturers. Actual ship date is dependent on lead time. End of SW The last date that Cisco Engineering may release any final software December 30, 2023 Maintenance Releases maintenance releases or bug fixes. After this date, Cisco Date: HW Engineering will no longer develop, repair, maintain, or test the product software. End of Routine Failure The last possible date a routine failure analysis may be performed to December 30, 2023 Analysis Date: HW determine the cause of hardware product failure or defect. End of Routine Failure The last possible date a routine failure analysis may be performed to December 30, 2023 Analysis Date: HW determine the cause of hardware product failure or defect. End of New Service For equipment and software that is not covered by a service -and- December 30, 2023 Attachment Date: HW support contract, this is the last date to order a new service -and - support contract or add the equipment and/or software to an existing service -and -support contract. End of Service The last date to extend or renew a service contract for the product. March 30, 2026 Contract Renewal Date: HW End of The last date that Cisco Engineering may release a planned December 30, 2027 Vulnerability/Security maintenance release or scheduled software remedy for a security Support: HW vulnerability issue. Last Date of Support: The last date to receive applicable service and support for the December 30, 2027 HW product as entitled by active service contracts or by warranty terms and conditions. After this date, all support services for the product are unavailable, and the product becomes obsolete. Replacement Options Itron will offer the IR8140 as a replacement for the CGR 1240 once the Itron validation process is complete. A future product announcement will detail the IR8140 features and availability. Itron's Commitment to Innovation Itron is dedicated to the continuous development of innovative solutions for our customers and will continue to lead the way in our industry. We focus our research and development efforts on products that enable our customers to improve operational efficiency and ensure the most resourceful delivery of electricity, gas, and water to customers. If you have any questions, please contact Itron Technical Support at 1-877-487-6602. Joe Ballif Product Manager January 18, 2022 PIL-22-1427 REV 000 Itron, Inc. Page 2 of 2 City of Lubbock PURCHASE ORDER ,,> TEXAS TO: ITRON INC PO BOX 200209 DALLAS TX 75320-0209 Page - 1 Date - 2/28/2023 Order Number 22105284 000 OP Branch/Plant 6311 SHIP TO: CITY OF LUBBOCK WATER UTILITIES OPERATIONS 402 MUNICIPAL DR LUBBOCK TX 79401 INVOICE TO: CITY OF LUBBOCK ACCOUNTSPAYABLE P.O. BOX 2000 LUBBOCK, TX 79457 BY: 4f Marta Alvarez, Director of Purchasing & Contract Management Ordered 2/28/2023 Freight Requested 2/28/2023 Taken By YBUSBY Delivery PER P NOLAN REQ 59866 PUR 17214/CONTRACT 7123-17 If you have any questions contact Paul Nolan:PNolan@mylubbock.us Phone 806-775-2747 Description/Supplier Item Ordered Unit Cost UM Extension Request Date Field Network Director 1.000 8,215.9300 EA 8,215.93 12/30/2023 WATER-41 MAY 2023 Field Network Services 1.000 263.9950 EA 264.00 12 30 2023 WATER-42 MAY 2023 Field Network Director 1.000 8,215.9300 EA 8,215.93 12 30 2023 WATER-41 JUNE 2023 Field Network Services 1.000 263.9950 EA 264.00 12 30 2023 WATER-42 JUNE 2023 Field Network Director 1.000 8,215.9300 EA 8,215.93 12 30 2023 WATER-41 JULY 2023 Field Network Services 1.000 263.9950 EA 264.00 12 30 2023 WATER-42 JULY 2023 Field Network Director 1.000 8,215.9300 EA 8,215.93 12 30 2023 WATER-41 AUG 2023 Field Network Services 1.000 263.9950 EA 264.00 12 30 2023 WATER-42 AUG 2023 Field Network Director 1.000 8,215.9300 EA 8,215.93 12 30 2023 WATER-41 SEPT 2023 Field Network Services 1.000 263.9950 EA 264.00 12 30 2023 WATER-42 SEPT 2023 Field Network Director 1.000 8,215.9300 EA 8,215.93 12/3W2023 City of fl:ubbock PURCHASE ORDER TEXAS TO: ITRON INC PO BOX 200209 DALLAS TX 75320-0209 Page - 2 Date - 2/28/2023 Order Number 22105284 000 OP Branch/Plant 6311 SHIP TO: CITY OF LUBBOCK WATER UTILITIES OPERATIONS 402 MUNICIPAL DR LUBBOCK TX 79401 INVOICE TO: CITY OF LUBBOCK ACCOUNTSPAYABLE P.O. BOX 2000 LUBBOCK, TX 79457 BY: _4f Marta Alva , Director of Purchasing & Contract Management Ordered 2/28/2023 Freight Requested 2/28/2023 Taken By YBUSBY Delivery PER P NOLAN REQ 59866 PUR 17214/CONTRACT 7123-17 Description/Supplier Item Ordered Unit Cost UM Extension Request Date WATER-41 OCT 2023 Field Network Services 1.000 263.9950 EA 264.00 12/30/2023 WATER-42 OCT 2023 Field Network Director 1.000 8,215.9300 EA 8,215.93 12/30/2023 WATER-41 NOV 2023 Field Network Services 1.000 263.9950 EA 264.00 12/30/2023 WATER-42 NOV 2023 Field Network Director 1.000 8,215.9300 EA 8,215.93 12/30/2023 WATER-41 DEC 2023 Field Network Services 1.000 263.9950 EA 264.00 12/30/2023 WATER-42 DEC 2023 Field Network Director 1.000 8,215.9300 EA 8,215.93 12/30/2023 WATER-41 JAN 2024 Field Network Services 1.000 263.9950 EA 264.00 12/30/2023 WATER-42 JAN 2024 Field Network Director 1.000 8,215.9300 EA 8,215.93 12/30/2023 WATER-41 FEB 2024 Field Network Services 1.000 263.9950 EA 264.00 12/30/2023 WATER-42 FEB 2024 Field Network Director 1.000 8,215.9300 EA 8,215.93 12/30/2023 WATER-41 MAR 2024 Field Network Services 1.000 263.9950 EA 264.00 1230'2023 City of ;Lubbock PURCHASE ORDER TEXAS TO: ITRON INC PO BOX 200209 DALLAS TX 75320-0209 Page - 3 Date - 2/28/2023 Order Number 22105284 000 OP Branch/Plant 6311 SHIP TO: CITY OF LUBBOCK WATER UTILITIES OPERATIONS 402 MUNICIPAL DR LUBBOCK TX 79401 INVOICE TO: CITY OF LUBBOCK ACCOUNTSPAYABLE P.O. BOX 2000 LUBBOCK, TX 79457 BY: 4f Marta Alva , Director of Purchasing & Contract Management Ordered 2/28/2023 Freight Requested 2/28/2023 Taken By Delivery PER P NOLAN REQ 59866 PUR 17214/CONTRACT 7123-17 Description/Supplier Item Ordered Unit Cost UM WATER-42 MAR 2024 Field Network Director 1.000 8,215.9300 EA WATER-41 APRIL 2024 Field Network Services 1.000 263.9950 EA WATER-42 APRIL 2024 Terms NET 30 DAYS 1ens]W.1106j;IRweLillI0;J0 Extension Total Order YBUSBY Request Date 8,215.93 12/30/2023 264.00 12:'30'2023 101,759.16 Commercial Liability Requirements: $1M occurrence/$2M aggregate (can be Workers Compensation Requirements: Statutory. If the vendor is an independern combined with an Excess Liability to meet requirement). It insures the Contractor contractor with no employees and are exempt from providing Workers has broad liability coverage for contractual activities and for completed operations. Compensation coverage, they must sign a waiver (obtained from COL Purchasing; Commercial General Liability to include Products Completion/OP, Personal and and include a copy of their driver's license. Employer Liability (SIM) is required Advertising Injury, Contractual Liability, Fire Damage, and Medical Expenses. with Workers Compensation. Technology Errors and Omissions Requirements: $3M per claim. Cyber Liability Requirements: $ l M of coverage is needed for Cyber Liability. City of Lubbock is named as an additional insured on a primary and non-contributory basis with a waiver of subrogation in favor of the City of Lubbock on liability coverages. To include products of completed operations endorsements. Waiver of subrogation provided on the workers' compensation. This purchase order encumbers funds in the amount of $101,759.16 awarded to Itron, Inc. of Dallas, TX, on March 17 , 2023. The following is incorporated into and made part of this purchase order by reference: Quote dated January 04, 2023, from Itron, Inc. of Dallas, TX, and Contract 7123-17. Resolution #2018-R0194 CITY O �K: Tray Payne, yor ATTEST: I WW C ey Paz, Interbn City ecretary Rev. 3/2022 Seller and Buyer agree as follows: PURCHASE ORDER TERMS AND CONDITIONS STANDARD TERMS AND CONDITIONS ACCEPTANCE OF THIS PURCHASE ORDER: CONTRACTOR ACKNOWLEDGES. by sunolvine any Goods or Services that the Contractor has read. fully understands, and will be in full compliance with all terms and conditions and the descriptive material contained herein and any additional associated documents and Amendments. The City disclaims any terms and conditions provided by the Contractor unless agreed upon in writing by the Dania. In the event of conflict between the City's terms and conditions and any terms and conditions provided by the Contractor, the terms and conditions provided herein shall prevail. The terms and conditions provided herein are the final terms agreed upon by the parties. and any prior conflictine terms shall be of no force or effect. 1. SELLER TO PACKAGE GOODS. Seller will package goods in accordance with good commercial practice. Each shipping container shall be clearly and permanently marked as follows (a) Seller's name and address, (b) Consignee's name, address and purchase order or purchase release number and the supply agreement number if applicable, (c) Container number and total number of containers, e.g. box 1 of 4 boxes, and (d) the number of the container bearing the packing slip. Seller shall bear cost of packaging unless otherwise provided. Goods shall be suitably packed to secure lowest transportation costs and to conform with requirements of common carriers and any applicable specifications. Buyer's count or weight shall be final and conclusive on shipments not accompanied by packing lists. 2. SHIPMENT UNDER RESERVATION PROHIBITED. Seller is not authorized to ship the goods under reservation and no tender of a bill of lading will operate as a tender of goods. 3. TITLE AND RISK OF LOSS. The title and risk of loss of the goods shall not pass to Buyer until Buyer actually receives and takes possession of the goods at the point or points of delivery. 4. NO REPLACEMENT OF DEFECTIVE TENDER. Every tender of delivery of goods must fully comply with all provisions of this contract as to time of delivery, quality and the like. If a tender is made which does not fully conform, this shall constitute a breach and Seller shall not have the right to substitute a conforming tender, provided where the time for performance has not yet expired the Seller may reasonably notify Buyer of his intention to cure and may then make a conforming tender within the contract time but not afterward. 5. INVOICES & PAYMENTS. a. S e I 1 e r shall submit separate invoices, in duplicate, one each purchase order or purchase release after each delivery. Invoices shall indicate the purchase order or purchase release number and the supply agreement number if applicable. Invoices shall be itemized and transportation charges, if any, shall be listed separately. A copy of the bill of lading, and the freight waybill when applicable, should be attached to the invoice. Mail To: Accounts Payable, City of Lubbock, P. O. Box 2000, Lubbock, Texas 79457. Payment shall not be due until the above instruments are submitted after delivery. 6. GRATUITIES. The Buyer may, by written notice to the Seller, cancel this contract without liability to Seller if it is determined by Buyer that gratuities, in the form of entertainment, gifts or otherwise, were offered or given by the Seller, or any agent or representative of the Seller, to any officer or employee of the City of Lubbock with a view to securing a contract or securing favorable treatment with respect to the awarding or amending, or the making of any determinations with respect to the performing of such a contract. In the event this contract is canceled by Buyer pursuant to this provision, Buyer shall be entitled in addition to any other rights and remedies, to recover or withhold the amount of the cost incurred by Seller in providing such gratuities. 7. SPECIAL TOOLS & TEST EQUIPMENT. If the price stated on the face hereof includes the cost of any special tooling or special test equipment fabricated or required by Seller for the purpose of filling this order, such special tooling equipment and any process sheets related thereto shall become the property of the Buyer and to the extent feasible shall be identified by the Seller as such. S. WARRANTY -PRICE. a. The price to be paid by the Buyer shall be that contained in Seller's bid which Seller warrants to be no higher than Seller's current process on orders by others for products of the kind and specification covered by this agreement for similar quantities under similar of like conditions and methods of purchase. In the evert Seller breaches this warranty, the prices of the items shall be reduced to the Seller's current prices on orders by others, or in the alternative. Buyer may cancel this contract without liability to Seller for breach or Seller's actual expense. b. The Seller warrants that no person or selling agency has been employed or retained to solicit or secure this contract upon an agreement or understanding for commission percentage, brokerage, or contingent fee excepting bona fide employees of bona fide established commercial or selling agencies maintained by the Seller for the purpose of securing business. For breach of viciation of this warranty the Buyer shall have the right in addition to any other right of rights to cancel this contract without liability and to deduct from the contract price, or otherwise recover without liability and to deduct from the contract price, or otherwise recover the full amount of such commission, percentage, brokerage or contingent fee. 9. WARRANTY -PRODUCT. Seller shall not limit or exclude any implied warranties and any attempt to do so shall render this contract voidable at the option of the Buyer. Seller warrants that the goods furnished will conform to the specification, drawings, and descriptions listed in the bid invitation and to the sample(s) furnished by the Seller, if any. In the event of a conflict or between the specifications, drawings, and descriptions, the specifications shall govern. Notwithstanding any provisions contained in the contractual agreement, the Seller represents and warrants fault -free performance and fault -fire result in the processing date and date related data (including, but not limited to calculating, comparing and sequencing) of all hardware, software and firmware products delivered and services provided under this Contract, individually or in combination as the case may be from the effective date of this Contract. The obligations contained herein apply to products and services provided by the Seller, its sub- Seller or any thud party involved in the creation or development of the products and services to be delivered to the City of Lubbock under this Contract. Failure to comply with any of the obligations contained herein, may result in the City of Lubbock availing itself of any of its rights under the law and under this Contract including, but not limited to, its right pertaining to termination or default. The warranties contained herein are separate and discrete from any other warranties specified in this Contract, and are not subject to any disclaimer of warranty, implied or expressed or limitation of the Seller's liability which may be specified in this Contract, its appendices, its schedules, its annexes or any document incorporated in this Contract by reference. 10. SAFETY WARRANTY. Seller warrants that the product sold to the Buyer shall conform to the standards promulgated by the U. S. Department of Labor under the Occupational Safety and Health Act of 1970. In the even the product does not conform to OSHA standards, Buyer may return the product for correction or replacement at the Seller's expense. In the event Seller fails to make the appropriate correction within a reasonable time, correction made by Buyer will be at the Seller's expense. 11. NO WARRANTY BY BUYER AGAINST INFRINGEMENTS. As part of this contract for sale Seller agrees to ascertain whether goods manufactured in accordance with the specifications attached to this agreement will give rise to the rightful claim of any third person byway of infringement of the like. Buyer makes no warranty that the production of goods according to the specification will not give rise to such a claim, and in no event shall Buyer be liable to Seller for indemnification in the event that Seller issued on the grounds of infringement of the like. If Seller is of the opinion that an infringement or the like will result, he will notify the Buyer to this effect in writing within two weeks after the signing of this agreement. If Buyer does not receive notice and is subsequently held liable for the infringement or the like. Seller will save Buyer harmless. If Seller in good faith ascertains the production of the goods in accordance with the specifications will result in infringement or the Me. the contract shall be null and void. 12. NON APPROPRIATION. All funds for payment by the City under this contract are subject to the availability of an annual appropriation for this purpose by the City. in the event of nonappropriation of funds by the City Council of the City of Lubbock for the goods or services provided under the contract, the City will terminate the contract, without termination charge or other liability, on the last day of the then -current fiscal year or when the appropriation made for the then -current year for the goods or services covered by this contract is spent, whichever event occurs fast. If at any time funds are not appropriated for the continuance of this contract, cancellation shall be accepted by the Seller on thirty (30) days prior written notice, but failure to give such notice shall be of no effect and the City shall not be obligated under this contract beyond the date of termination. 13. RIGHT OF INSPECTION. Buyer shall have the right to inspect the goods at delivery before accepting then. 14. CANCELLATION. Buyer shall have the right to cancel for default all or any par of the undelivered portion of this order if Seller breaches any of the terms hereof including warranties of Seller or if the Seller becomes insolvent or commits acts of bankruptcy. Such right of cancellation is in addition to and not in lieu of any other remedies which Buyer may have in law or equity in accordance with this provision. Termination of work hereunder shall be effected by the delivery of the Seller of a "Notice of Termination" specifying the extent to which performance of work under the order is terminated and the date upon which such termination becomes effective. Such right or termination is in addition to and net in licu of the rights of Buyer set forth in Clause 14. herein. 16. FORCE MAJEURE. Neither party shall be held responsible for losses, resulting if the fulfillment of any terms of provisions of this contract is delayed or prevented by any cause not within the control of the party whose performance is interfered with, and which by the exercise of reasonable diligence said party is unable to prevent. 17. ASSIGNMENT -DELEGATION. No right or interest in this contract shall be assigned or delegation of any obligation made by Seller without the written permission of the Buyer. Any attempted assignment or delegation by Seller shall be wholly void and totally ineffective for all purpose unless made in conformity with this W4 raph. 18. WAIVER. No claim or right arising out of a breach of this contract can be discharged in whole or in part by a waiver or renunciation of the claim or right unless the waiver or renunciation is supported by consideration and is in writing signed by the aggrieved party. 19. INTERPRETATION -PAROLE EVIDENCE. This writing, plus any specifications for bids and performance provided by Buyer in its advertisement for bids, and any other documents provided by Seller as par of his bid. is intended by the parties as a final expression of thew agreement and intended also as a complete and exclusive statement of the terms of them agreement. Whenever a term defied by the Uniform Commercial Code is used in this agreement, the definition contained in the Code is to control 20. APPLICABLE LAW. This agreement shall be governed by the Uniform Commercial Code. Wherever the term "Uniform Commercial Code' is used, it shall be construed as meaning the Uniform Commercial Code as adopted in the State of Texas as effective and in force on the date of this agreement. 21. RIGHT TO ASSURANCE. Whenever one party to this contract in good faith has reason to question the other party's intent to perform he may demand that the other party give written assurance of his intent to perform. In the event that a demand is made and no assurance is given within five (5) days, the demanding patty may treat this failure as an anticipatory repudiation of the contract. 22. INDEMNIFICATION Seller shall indemnify, keep and save harmless the Buyer, its agents, officials and employees, against all injuries, deaths, loss, damages, claims, paten claims, suits, liabilities, judgments, costs and expenses, which may in anywise accrue against the Buyer in consequence of the granting of this Contract or which may anywise result therefrom, whether or not it shall be alleged or determined that the act was caused through negligence or omission of the Seller or its emplo yea, or of the subSeller or assignee or its employees, if any, and the Seller shall, at his own expense, appear, defend and pay all charges of attorneys and all costs and other expenses arising therefrom of incurred in connection therewith, and if any judgment shall be rendered against the Buyer in any such action. the Seller shall, at its own expenses, satisfy and discharge the same Seller expressly understands and agrees that any bond required by this contract, or otherwise provided by Seller, shall in no way limit the responsibility to indemnify, keep and save harmless and defend the Buyer as herein provided. 23. TIME. It is hereby expressly agreed and understood that time is of the essence for the performance of this contract, and failure by contract to meet the time specifications of this agreement will cause Seller to be in default of this agreement 24. MBE. The City of Lubbock hereby notifies all bidders that in regard to any contract entered into pursuant to this request, minority and women business enterprises will be afforded equal opportunities to submit bids in response to this invitation and will not be discriminated against on the grounds of race, color, sex or natural origin in consideration for an award. 25. NON -ARBITRATION. The City reserves the right to exercise any right or remedy to it by law, contract, equity, or otherwise, including without limitation the right to seek any and all fortes of relief in a court of competent jurisdiction. Further, the City shall not be subject to any arbitration process prior to exercising its unrestricted right to seek judicial remedy. The remedies set forth herein are cumulative and not exclusive, and may be exercised concurrently. To the extent of any conflict between this provision and another provision in. or related to, this document, this provision shall control. 26. RIGHT TO AUDIT. At any time during the term of the contract, or thereafter, the City, or a duly authorized audit representative of the City or the State of Texas, at its expense and at reasonable times, reserves the right to audit Contractor's records and books relevant to all services provided to the City under this Contract. In the event such an audit by the City reveals any errors or overpayments by the City. Contractor shall refund the City the full amount of such overpayments within thirty (30) days of such audit findings, or the City, at its option, reserves the right to deduct such amounts owing the City from any payments due Contractor. 27. The Contractor shall not assign or sublet the contract, or any portion of the contract, without written consent from the Director of Purchasing and Contract Management. 28. Contracts with Companies Engaged in Business with Iran Sudan, or Foreign Terrorist Organization Prohibited. Pursuant to Section 2252.152 of the Texas Government Code, prohibits the City from entering into a contract with a vendor that is identified by The Comptroller as a company known to have contracts with or provide supplies or service with Iran Sudan or a foreign terrorist organization 29. Texas Government Code. Section 2252.908 requires a business entity entering into certain contracts with a governmental entity or state agency to file with the governmental entity or state agency a disclosure of interested panics at the time the business entity submits the signed contract to the governmental entity or state agency. Instructions for completing Form 1295 are available at: httpwww.ci.lubbock.tx.usd=artmental- wctrit s. demar mertt 30. No Boycott of Israel. Pursuant to Section 2271.002 of the Texas Government Code, Respondent certifies that either (i) it meets an exemption criteria under Section 2271.002; or (ii) it does not boycott Israel and will not boycott Israel during the term of the contract resulting from this solicitation. Respondent shall state any facts that make it exempt from the boycott certification in its Response. 31. No Boycott of Energy Companies. Pursuant to Section 2274 of the Texas Government Code, Respondent certifies that either (i) it meets an exemption criteria under Section 2274.002; or (ii) it does not boycott Energy Companies and will not boycott Energy Companies during the term of the contract resulting from this solicitation. Respondent shall state any facts that make it exempt from the boycott certification in its Response. 32. No Boycott of a Firearm Entity or Firearm Trade Association. Pursuant to Section 2274 of the Texas Goverment Code. Respondent certifies that either (i) it meets an exemption criteria under Section 2274.002; or (ii) it does not boycott a Firearm Entity or Firearm Trade Association and will not boycott a Firearm Entity or Firearm Trade Association during the term of the contract resulting from this solicitation. Respondent shall state any facts that make it exempt from the boycott certification in its Response. 33. Contracts with Companies Engaged in Business with Iran Sudan or Foreign Terrorist Organization Prohibited Pursuant to Section 2252.152 of the Texas Government Code, prohibits the City from entering into a contract with a vendor that is identified by The Comptroller as a company known to have contracts with or provide supplies or service with Iran Sudan or a foreign terrorist organization 34. TEXAS PUBLIC INFORMATION ACT. The requirements of Subchaptcr J, Chapter 552, Government Code, may apply to this contract and the contractor or vendor agrees that the contract can be terminated if the contractor or vendor knowingly or intentionally fails to comply with a requirement of that subchapter. 35. Pursuant to Section 552.30l(c) of the Texas Government Code, the City of Lubbock has designated the following email address for which public information requests may be made by an entailed request: [ rra my l u6 xy)u�t. Please send this request to this email address for it to be processed 15. TERMINATION. The performance of work under this order may be terminated in whole, or in part by the Buyer REV.3/2022 /tr�a Date Printed: 04-JAN-2023 Customer Name: City of Lubbock Customer Number: 114453 Bill To Contact: e-invoice Customer Address: PO Box 10541 LUBBOCK,TX 79408 Description SOFTWARE CISCO IoT FIELD NETWORK DIRECTOR SOFTWARE -AS -A -SERVICE Water - 41, IOT FND, DR removed $41,451.20 Service Pricing Serial Number Page: 1 of 1 Contract Number: SC00012287 Description: City of Lubbock - FND SaaS Contract Duration: 01-MAY-2023 - 30-APR-2024 Start Date End Date Quantity Total Amount 01-MAY-2023 30-APR-2024 1 98,591.21 Subtotal : 1 98,591.21 SOFTWARE Subtotal : 1 98,591.21 Contract Grand Total: 1 98,591.21 NOTE: This is not an invoice /trAn Date Printed: 04-JAN-2023 Customer Name: City of Lubbock Customer Number: 114453 Bill To Contact: e-invoice Customer Address: PO Box 10541 LUBBOCK,TX 79408 FIELD NETWORK MANAGED SERVICES Water - 42, Network Run services (water) Service Pricing Serial Number Page: 1 of 1 Contract Number: SC00012285 Description: City of Lubbock - Field Network MS Water, SaaS Contract Duration: 01-MAY-2023 - 30-APR-2024 Start Date End Date QuantitVTotal Amount 01-MAY-2023 30-APR-2024 1 3,167.94 Subtotal : 1 3,167.94 Subtotal : 1 3,167.94 Contract Grand Total: 1 3,167.94 NOTE: This is not an invoice