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Resolution No. 9370, ,, 1 2 3 4 5 6 7 8 9 10 11 12 13 Rein 15 16 17 18 19 20 21 22 23 24 25 26 27 28 RESOLUTION NO. 9370 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF VERNON APPROVING AND AUTHORIZING THE EXECUTION OF A MASTER PROFESSIONAL SERVICES AGREEMENT, SOFTWARE LICENSE AND MAINTENANCE AGREEMENT, AND STATEMENT OF WORK BY AND BETWEEN THE CITY OF VERNON AND ITRON, INC. WHEREAS, Itron, Inc. ("Itron") is in the business of providing professional services etc. as well as designing, manufacturing, licensing and selling electronic and computer products and has developed equipment and software for use in utility industry meter reading; and WHEREAS, on or about October 25, 1988, the City of Vernon and Itron entered into Contract No. ENC-0988-196, Equipment Purchase and Software License Agreement and Terms and Conditions for System Support Services, for utility meter reading hardware, software and system support services, which equipment and software has been upgraded, as needed; and WHEREAS, the existing meter reading system is no.longer supported by Itron; and WHEREAS, Vernon's Customer Service Department has determined that, based upon Itron's proven record of providing the current meter reading hardware, software and system support services to the City, Itron should be able to more efficiently and effectively provide a new upgraded system meeting the Department's specifications and requirements; and WHEREAS, the Finance Director has recommended that the current system be upgraded to a MV-90 xi system as said system would ensure accuracy in billing, cost not to exceed Thirty Nine Thousand 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 (Three Hundred and Fifty Four Dollars with Six Cents (39,354.06), not including freight, and that Itron provide installation, maintenance and training services for said system; and WHEREAS, the City Council of the City of Vernon has determined that, pursuant to the provisions of subsection (a) of Section 2.27 of the Vernon City Code, it is in the public interest and necessity to enter into an agreement with Itron setting forth the terms and conditions of the software licensing and services to be performed to enhance services provided to the Vernon community. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF VERNON AS FOLLOWS: SECTION 1: The City Council of the City of Vernon hereby finds and determines that the recitals contained hereinabove are true and correct. SECTION 2: The City Council of the City of Vernon hereby approves the Master Professional Services Agreement, Software License and Maintenance Agreement, and the Statement of Work with Itron, a copy of which is attached hereto as Exhibits A, B, and C respectively, and incorporated by reference. SECTION 3: The City Council of the City of Vernon hereby authorizes the Mayor or Mayor Pro-Tem to execute said Agreements for, and on behalf of, the City of Vernon and the City Clerk is hereby authorized to attest thereto. SECTION 4: The City Council of the City of Vernon hereby directs the City Clerk, or her designee, to send one fully executed Master Professional Services Agreement, one fully executed Software License and Maintenance Agreement, and one fully executed Statement of Work: rr e 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 Itron, Inc. Attn. Senior Contract Administrator 2111 N. Molter Road Liberty Lake, WA 99019 SECTION 5: The City Clerk of the City of Vernon shall certify to the passage of this resolution, and thereupon and thereafter the same shall be in full force and effect. APPROVED AND ADOPTED this 6th day of August, 2007. ATTEST: GIROX, city Clerk r� Name: Leonis C. Malburg Title: Mayor /- Mayor- PE-E� 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 STATE OF CALIFORNIA ) ) ss COUNTY OF LOS ANGELES ) I, MANUELA GIRON, City Clerk of the City of Vernon, do hereby certify that the foregoing Resolution, being Resolution No. 9370, was duly adopted by the City Council of the City of Vernon at a regular meeting of the City Council duly held on Monday, August 6, 2007, and thereafter was duly signed by the Mayor or Mayor Pro-Tem of the City of'', Vernon. MANUELA GIRO , City Clerk (SEAL) - 4 - EXHIBIT V4, ITRON, INC. Master Professional Services Agreement This PROFESSIONAL SERVICES AGREEMENT ("Agreement") is made as of the date last signed below ("Effective Date") between Itron, Inc., a Washington corporation with principal offices at 2111 N. Molter Road, Liberty Lake, WA 99019 U.S.A. ("Itron"), and City of Vernon, California located at 4305 Santa Fe Avenue, Vernon, CA 90058 ("Customer"). Background Itron is in the business of providing professional services, including, but not limited to, implementation, customization, and training for Itron's energy management software. Customer desires to engage Itron to perform the services as provided in this Agreement. In consideration of the terms and conditions below, Itron and the Customer (individually "Party", together "Parties") agree as follows: 1.0 Definitions 1.1 "Change Order" means a written request, signed by both Parties, for changes in scope, cost or other activities related to a SOW. 1.2 "Change Order Form" means the form specifying the changes or additions to the SOW. 1.3 "Confidential Information" includes, but is not limited to, all confidential, technical and business information relating to the Services, research and development, production and engineering processes, costs, profit or margin information, marketing, production, unreleased products, future business plans, , and any other information or data not previously known that could reasonably be considered confidential or proprietary. 1.4 "Services" means the services specified in the SOW. 1.5 "SOW" means the written Statement of Work signed by both Parties under the terms of this Agreement. 2.0 Scope of Agreement During the term of this Agreement, Itron will provide to Customer the Services described in any written SOW, which specifically details the Services, including but not limited to the deliverables, milestones and corresponding due dates. Prior to performing any Services, Itron and Customer will execute the applicable SOW. No Services are authorized by this Agreement alone. Itron will perform Services only as expressly agreed to between the parties in an SOW. If Customer issues a purchase order for any Services, the terms of this Agreement govern Itron's performance of such services, and supersede the terms of Customer's purchase orders. Changes affecting scope, cost and other activities, mutually agreed upon by the Parties, are implemented by a written Change Order. 3.0 Services Provided Itron, upon request from Customer, will provide Customer with Services at rates, prices and upon other terms as agreed upon in the SOW. The Services may include implementation, upgrades, rate modeling, customization, troubleshooting and training. Itron will perform all Services in accordance with the requirements of this Agreement. 4.0 Payment Terms 4.1 Fees for Services will be billed in US dollars as provided in the SOW, or are done on a time -and - materials basis at rates identified in the SOW, and invoiced within thirty (30) days after completion of the Services. Itron reserves the right to annually adjust Service rates. Each invoice will include sufficient detail, supported by receipts, documentation and other information so Customer may verify the invoice. 4.2 Customer will reimburse Itron, or pay directly, all reasonable and documented travel, lodging and related expenses which are incurred by Itron personnel in performing Services for Customer on Itron Master Professional Services Agreement Page 1 8/l/2007 y Customer requested travel. Reimbursable charges for lodging and expenses will not exceed the commercially reasonable rates for the geographic area where the work is performed. 4.3 All amounts payable to Itron will be paid in United States dollars and are net of all sales, use, property related taxes, customs and duties. Service fees are due and payable upon receipt by Customer of a proper invoice. A late payment charge of one and one-half percent (11,�) per month (annual rate of eighteen percent) will be added to any amounts more than thirty (30) days past due, which amounts have not been previously disputed, in good faith and in writing within thirty (30) days of the Customer's receipt of invoice. Customer is responsible for any collection costs, including reasonable attorney's fees. 5. Additional Rights and Obligations of the Parties 5.1 Ownership. Itron is a developer of computer software and Itron may use its proprietary software as well as other software properly licensed to Itron in the performance of Services. All software, software enhancements, documentation and other work products of Itron resulting from this Agreement remain the property of Itron. Client may be entitled to use such software, software enhancements, documentation and other work products in accordance with and subject to a Software License Agreement. 5.2 Contact. Each party shall notify the other party of its designated primary contact ("Contact'). To the maximum extent practicable, communications between the parties will be through the parties' Contacts. 5.3 Facility and Personnel Access. Customer agrees to provide Itron reasonable access to its facilities and personnel concerned with the operation of the Software to enable Itron to provide Services. Itron will ensure that all employees or contractors providing Services on Customer's premises comply with Customer's reasonable employee rules of conduct, including but not limited to all security and safety procedures and policies. 5.4 Compliance with Laws. Itron will comply with all local, state and federal laws, ordinances, regulations and orders with respect to its performance of the Services. Itron will provide Customer with such documents and other supporting materials as Customer may reasonably request to evidence Itron's continuing compliance with the provisions in this Section. 5.5 Insurance. Itron, will obtain and maintain in full force and effect, without interruption during the term of the Agreement, the following minimum levels of insurance: 1. Workers' Compensation insurance covering the legal liability of Itron and Employers' liability insurance in the amount of $1,000,000.00; 2. Commercial General Liability insurance in the amount of $2,000,000.00 for any single occurrence; 3. Automobile Liability insurance in the amount of $1,000,000.00 per occurrence; and 4. Errors or Omissions in the amount of $2,000,000. Upon Customer's written request to Itron, Itron will provide Certificates of Insurance evidencing the coverage prescribed by this Section. 6.0 Warranty for Services 6.1 Limited Warrantv. Itron warrants that all Services will be performed in a professional and competent manner. Customer must report any deficiencies in the Services to Itron in writing within sixty (60) days of performance of the Services to receive warranty remedies. For breach of this warranty, Itron's sole liability and Customer's exclusive remedy is re -performance of the Services by Itron at no additional cost to Customer. 6.2 Disclaimer. THIS WARRANTY IS EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, REGARDING OR Itron Master Professional Services Agreement Page 2 8/l/2007 RELATING TO ANY SERVICES OR MATERIALS FURNISHED TO CUSTOMER UNDER THIS AGREEMENT. ITRON SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, NON -INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO ALL SUCH SERVICES AND MATERIALS. 7.0 Indemnification 7.1 General Indemnification. Itron will defend or settle (including attorneys' fees), any suit or proceeding brought against Customer to the extent it is based on a claim, arising out of or in connection with any negligent acts or omissions or willful misconduct of Itron in the performance of the Services. 7.2 Infringement Indemnification. Itron will defend or settle (including attorneys' fees) any claim, action or allegation brought against Customer by an unrelated third party that the work product or other materials created or furnished by Itron, infringe any U.S. patent, copyright, trade secret or other proprietary right and will pay any final judgments or settlements.. Customer may not settle or compromise such claim, action or allegation, except with Itron's prior written consent. In the event any such infringement, claim, action or allegation is brought or threatened, Itron will, at its sole option and expense, procure for Customer the right to use the work product or materials or modify, amend or replace the work product or materials, provided they have substantially the same or comparable results. The foregoing obligations do not apply to the extent the infringement arises as a result of modifications to the work product or materials made without Itron's written authorization. 7.3 Conditions. The foregoing indemnities do not apply unless Customer (i) notifies Itron promptly in writing of such claim, (ii) gives Itron the exclusive authority required to defend such claim, and (iii) provides Itron reasonable assistance in defending such claim, at Itron's expense. 7.4 Limitation of Liability. NEITHER PARTY IS LIABLE TO THE OTHER FOR LOSS OF REVENUE OR PROFITS, LOSS OF DATA, INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF THIS AGREEMENT, EVEN IF THE PARTY HAS NOTICE OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF THE NATURE OF THE CAUSE OF ACTION OR THEORY ASSERTED. IN NO EVENT WILL ITRON'S LIABILITY TO CUSTOMER EXCEED THE AMOUNTS CUSTOMER PAID TO ITRON UNDER THIS AGREEMENT. 8.0 Confidential Information 8.1 Scope. Each Party acknowledges that it may acquire information and material that is the other Party's confidential, proprietary or trade secret information. The Parties' respective obligations with respect to Confidential Information also extend to any third party's confidential or proprietary information disclosed to such Party by the other Party in the course of performance of this Agreement. Confidential Information must be identified in writing at the time of disclosure, or, if not identified in writing, based on the circumstances surrounding disclosure, such information should reasonably be considered as confidential or proprietary. 8.2 Use of Confidential Information. Each Party will take all steps reasonably necessary to hold in trust and confidence the other Party's Confidential Information. Each Party must hold such Confidential Information in strict confidence, not to disclose it to third parties or to use it in any way, commercially or otherwise, other than as permitted under this Agreement. Each Party will limit the disclosure of the Confidential Information to employees, or directly related subcontractors with a need to know, who: (i) have been advised of its confidential nature; and (ii) have acknowledged the express obligation to maintain such confidentiality. Customer will indemnify Itron (including; without limitation, attorney's fees and costs) for any breach of the terms of this confidentiality obligation by its employees or third party subcontractors. 8.3 Exceptions Notwithstanding the foregoing, information and material received by one Party from the other Party will not be considered to be Confidential Information if: (i) it has been published or is otherwise readily available to the public other than by a breach of this Agreement; (ii) it has Itron Master Professional Services Agreement Page 3 8/1/2007 been rightfully received by the receiving Party from a third party without confidential limitations; (iii) it has been independently developed by the receiving Party by personnel having no access to the Confidential Information; or (iv) it was known to the receiving Party prior to its first receipt from the disclosing Party. If either Party is requested or required to disclose any Confidential Information of the other Party by order of a court, governmental entity, or by applicable law, including public disclosure law, the Party so ordered will provide prompt notice to the other Party so that such Party may obtain appropriate protective orders. 8.4 Injunctive Relief. In the event of actual or threatened breach of the provisions of this Section, the non -breaching Party will not have an adequate remedy at law and will be entitled to immediate injunctive and other equitable relief, without bond and without the necessity of showing actual money damages. 8.5 Notice. In the event either Party knows or should reasonably know that any third party has gained unauthorized access to Confidential Information, the knowing Party must immediately notify the other Party in writing of the full particulars of such access or disclosure. 9.0 Term and Termination 9.1 Term: This initial term of this Agreement is one year, unless earlier terminated in accordance with the provisions of this Agreement. Thereafter, this Agreement automatically renews for successive one (1) year terms unless one Party gives the other Party written notice of its intent not to renew the Agreement at least thirty (30) days prior to the expiration of the then -current Agreement. 9.2 Termination: Either Party may terminate this Agreement for the material breach by the other Party if such material breach remains uncured for thirty (30) days after receipt of written notice from the non -breaching Party, such notice must describe in reasonable detail the nature of the breach. Termination is in addition to any other remedies that may be available to the non - breaching Party. 10.0 General Provisions 10.1 Force Majeure. Neither Party will be responsible for any failure to perform due to unforeseen, non-commercial circumstances beyond its reasonable control, including but not limited to acts of God, war, riot, embargoes, acts of civil or military authorities, fire, floods, earthquakes, accidents, strikes, fuel or energy. In the event of any such delay, any applicable period of time for action by a Party may be deferred for a period of time equal to the time of such delay, except a Party's failure to make any payment when due under this Agreement. 10.2 Notices and Administration Any notice under this Agreement or required by law must be in writing and must be (a) delivered in person, (b) sent by facsimile, (c) sent by first class mail, or (d) sent by overnight air courier, and in each case properly posted and fully prepaid to the appropriate address set forth below. Notices will be considered to have been given at the time of (a) actual delivery in person, (b) upon facsimile confirmation, (c) five (5) business days after deposit in the mail, or (d) one (1) day after delivery to an overnight air courier service. Either Party may change its address for notices by written notice to the other Party in accordance with this Section. Itron: Customer: Itron , Inc. City of Vernon 2111 North Molter Road 4305 Santa Fe Avenue Liberty Lake, WA 99010 Vernon, CA 90058 Attn.: Legal Affairs Attn: Legal Department 10.3 NonassignmentBinding Agreement Neither this Agreement, or any rights under this Agreement, may be assigned or otherwise transferred by either Party, in whole or in part without the prior written consent of the other Party. Any requested consent will not be unreasonably withheld or delayed. Consent will not be required in the event of a merger, acquisition, or consolidation of a Party. Subject to the above, this Agreement will bind and benefit the Parties and their respective successors and assigns. Itron Master Professional Services Agreement Page 4 8/l/2007 10.4 Entire Agreement. This Agreement, including any attachments, sets out the entire agreement between the Parties relative to the subject matter of this Agreement and supersedes all prior or contemporaneous agreements or representations, oral or written. This Agreement may not be altered or modified, except by written amendment which expressly refers to this Agreement and which is duly executed by authorized representatives of both Parties. 10.5 Severability. Any provision of this Agreement held to be invalid under applicable law does not render this Agreement invalid as a whole, and such provision will be interpreted so as to best accomplish the intent of the Parties within the limits of applicable law. 10.6 Waiver. The waiver or failure by either party to exercise or enforce any right provided for in this Agreement will not be deemed a waiver of any further rights under this Agreement. 10.7 Applicable Law. This Agreement and its interpretation is governed by the laws of the State of Washington without regard to the choice of law provisions. Any action to enforce any rights under this Agreement must be brought in the State of Washington. 10.8 Publicity. Itron may include Customer name and logo in its published customer list and on the Itron web site, but will not use Customer's name in any Itron-related press release without Customer's written consent. 10.9 Independent Contractor In connection with this Agreement, each Party is an independent contractor and as such will not have any authority to bind or commit the other. Nothing in this Agreement will be deemed or construed to create a joint venture, partnership or agency relationship between the parties for any purpose. No employee, agent, representative or affiliate of Itron has authority to bind Itron to any oral representations or warranty concerning the Services. Any written representation or warranty not expressly contained in this Agreement will not be enforceable. 10.10 Additional Terms. No terms, provisions or conditions of any purchase order, acknowledgment or other business form that either Party may use in connection with the Services will have any effect on the rights, duties or obligations of the Parties under this Agreement, or otherwise modify this Agreement, regardless of any failure of the other Party to object to such terms, provisions or conditions without Itron's specific written approval. 10.12 No Third Party Beneficiaries. No third party is a beneficiary of any portion of this Agreement. INTENDING TO BE BOUND, each Party represents and warrat}ts t it has necessary power and authority to enter into this Agreement. City of Vernon Itron C. t Authorized Signature Auth zed igna Printed Name Title Date ATTEST: MANUELA GIRON, City Clerk DUN id ^ aAC7LV Printed Name Chief Operating Officer Itron North America Title AUG 0 1 2,007 Effective Date APPROVED AS TO FORM: JEFF A. HARRISON, City Attorney Itron Master Professional Services Agreement Page 5 8(t/2007 EXHIBIT 0 ITRON, INC. Software License and Maintenance Agreement This SOFTWARE LICENSE AND MAINTENANCE AGREEMENT ("Agreement") is made as of the date last signed below ("Effective Date") between Itron, Inc., a Washington corporation with principal offices at 2111 N. Molter Road, Liberty Lake, WA 99019 U.S.A. ("Itron"), and City of Vernon, California located at 4305 Santa Fe Avenue, Vernon, CA 90058 ("Customer"). Grant of License. Subject to the terms and conditions of this Agreement, Itron grants to Customer a license to use the software and documentation (collectively "Software") specified in Attachment A. Except as set forth in this Agreement, this license transfers to Customer neither title nor any proprietary or intellectual property rights to the Software. Customer may make a reasonable number of machine-readable copies of the Software for back-up and disaster recovery purposes for non -operational use, subject to the terms and conditions of this Agreement. All authorized copies of the Software must include all trademark, copyright, and other proprietary markings. Use of the Software may require that Customer have certain third party operating systems or supporting software installed and operating properly on its computer system, which are the sole responsibility of the Customer. License Restrictions. Customer must not itself, or through any parent, subsidiary, affiliate, agent or other third party: (i) sell, lease, rent, license, sublicense, or provide the Software to any third party; (ii) decompile, disassemble, or reverse engineer the Software, in whole or in part; (iii) write or develop any derivative software or any other software program based upon the Software; (iv) use the Software as a service bureau unless specifically authorized by Itron in writing; (v) provide, disclose, divulge or make available to, or permit use of the Software by any other party without Itron's prior written consent. The license granted to Customer does not include any rights to the Software source code. License Fees. In consideration of the license granted under this Agreement, Customer must pay Itron the license fee and other amounts specified in Attachment A in US dollars, due and payable within thirty (30) days of receipt of an invoice from Itron. Unless Customer provides Itron with a tax exempt certificate, Customer must pay all sales and use taxes, except those based upon Itron's income, capital, or net worth. Audit. During the term of this Agreement and for one year after termination, Customer must maintain accurate records of its use of the Software. After reasonable written notice, Itron may audit these records during Customer's regular business hours to verify compliance with this Agreement. Limited Warranty. Itron warrants for a period of ninety (90) days from the date of delivery ("Warranty Period") that (i) the media on which the Software is recorded will be free from defects in materials and workmanship under normal use, and (ii) the Software will substantially conform to Itron's published specifications. If during the Warranty Period, the Software does not perform as warranted, Customer must notify Itron in writing of the non-conformance. Itron's entire liability and Customer's sole and exclusive remedy for any breach of the foregoing limited warranty will be, at Itron's option, replacement of the media, repair or replacement of the Software, or refund of the purchase price. This warranty is valid only if Customer has: (i) paid to Itron the appropriate license fees when due, (ii) used the Software on a virus - free computer system for which it was designed, (iii) promptly installed all corrections or enhancements to the Software that Itron makes available to Customer; and (iv) complied with the terms and conditions of this Agreement. Itron does not warrant that the Software will operate uninterrupted or error -free. EXCEPT FOR THE LIMITED WARRANTY SET FORTH ABOVE, ITRON MAKES NO OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY REGARDING OR RELATING TO THE USE OF SOFTWARE OR SERVICES PROVIDED TO CUSTOMER UNDER THIS AGREEMENT. ITRON SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO THE SOFTWARE OR SERVICES. ANY REPRESENTATION OR WARRANTY NOT EXPRESSLY CONTAINED IN THIS AGREEMENT WILL NOT BE ENFORCEABLE. Limitation of Liability. IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY LOSS OF PROFITS, LOSS OF USE, BUSINESS INTERRUPTION, LOSS OF DATA, COST OF COVER OR INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND IN CONNECTION WITH OR ARISING OUT OF THE USE OF THE SOFTWARE OR SERVICES UNDER THIS AGREEMENT, WHETHER ALLEGED AS A BREACH OF CONTRACT OR TORT (INCLUDING NEGLIGENCE OR STRICT PRODUCT LIABILITY). THIS LIMITATION SHALL APPLY EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EXCEPT TO THE EXTENT OF DAMAGES DUE TO DEATH, PERSONAL INJURY AND TANGIBLE PERSONAL PROPERTY DAMAGE CAUSED DIRECTLY BY A PARTY'S GROSS NEGLIGENCE OR WILFULL MISCONDUCT, OR THE PARTIES' OBLIGATIONS AS SET FORTH IN THE INFRINGEMENT INDEMNITY OR CONFIDENTIALITY Page I PROVISIONS BELOW, IN NO EVENT WILL EITHER PARTY'S LIABILITY TO THE OTHER FOR DAMAGES EXCEED THE LICENSE FEES PAID BY CUSTOMER TO ITRON UNDER THIS AGREEMENT. ITRON'S PRICING REFLECTS THIS ALLOCATION OF RISKS AND LIMITATION OF LIABILITY. Maintenance. Itron will provide the maintenance services ("Maintenance") described at URL http://www.itron.com/policies/software maint.asp. ("Maintenance Policy") for the initial annual term, provided that Customer pays the applicable annual Maintenance fees. Itron will invoice Customer for annual Maintenance renewal sixty (60) days prior to the expiration of then -current Maintenance term. Itron may increase Maintnenance fees annually, upon renewal, but in no event more than 5% of previous years' Maintenance fee for a like configuration of the Software. Customer may renew Maintenance by paying the renewal invoice. If Maintenance lapses, Customer may be subject to a reinstatement fee. Customer may obtain services not covered under the Maintenance Policy for an hourly fee, at Itron's then -current professional services rates. Termination. This Agreement will take effect on the Effective Date and will remain in force unless terminated in accordance with the terms of this Agreement. Either party may terminate this Agreement for the breach of any material term by the other party if such breach remains uncured for thirty (30) days after receipt of written notice, describing in reasonable detail the nature of the breach. Such termination shall be in addition to any other remedies that may be available to the non -breaching party. Itron may terminate this Agreement automatically, with no further action, if Customer breaches any material obligation related to Itron's proprietary rights. Provided all applicable fees have been paid in full, Customer may terminate this Agreement at the end of any Maintenance term. Rights and obligations under this Agreement, which by their nature, should survive, will remain in effect after termination. If terminated for Customer's breach or at Customer's request, Customer shall promptly return to Itron or destroy all copies of the Software. Confidentiality. Confidential Information includes, but is not limited to, either parry's confidential, technical, business and customer information and any other information or data not previously known that could reasonably be considered confidential or proprietary. Each Party shall take all steps reasonably necessary to hold in confidence the other parry's (or third party's) Confidential Information and will limit the disclosure of Confidential Information to employees or subcontractors with a need to know who have acknowledged the express obligation to maintain such confidentiality. Confidential Information does not include information that (i) is readily available to the public other than by a breach of this Agreement; or (ii) is previously known or received from a third party without restriction, or (iii) independently developed by the receiving party without use of the Confidential Information. Nothing in this Agreement will prevent a party from disclosing Confidential Information as required by law. Infringement Indemnity. Itron will, at its expense, defend or settle any claim or action brought against Customer by an unrelated third party that the Software infringes any U.S. patent, copyright, trade secret or other non -patent proprietary right and pay any final judgments or settlements; provided that Customer (i) notifies Itron promptly in writing of such claim, (ii) gives Itron the exclusive authority required to defend such claim, and (iii) provides Itron reasonable assistance in defending such claim, at Itron's expense. Customer may not settle or compromise such claim or action, except with the prior written consent of Itron. These obligations will not apply to the extent the infringement arises as a result of a combination of the Software with products not provided or authorized by Itron in writing, modifications to the Software made by any party other than Itron, a duly authorized representative of Itron or as authorized by Itron in writing. If any such infringement, claim or action is brought or threatened, Itron will, at its sole option and expense: (a) procure for Customer the right to continue using the Software; or (b) modify or amend the Software, provided that such modified Software will have substantially the same or comparable capabilities, or replace the Software with other software having substantially the same or comparable capabilities; or, if neither of the foregoing is commercially practicable, (c) terminate this Agreement and repay Customer a portion, if any, of the License Fee based on four year straight line amortization. If terminated, the parties will be released from any further obligation under this Agreement, except for obligations that survive termination. THE FOREGOING STATES ITRON'S ENTIRE LIABILITY AND CUSTOMER'S SOLE AND EXCLUSIVE REMEDY WITH RESPECT TO INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OR LICENSES GRANTED UNDER THIS AGREEMENT. Export Restrictions. Customer shall not, directly or indirectly, export or transmit the Software to any country to which such export or transmission is prohibited by any applicable United States regulation or statute. Contracts with U.S. Government Agencies. If acquired by or on behalf of a civilian agency, the U.S. Government acquires this commercial computer software and/or commercial computer software documentation subject to the terms of this Agreement and applicable federal law. Force Maieure. Neither party shall be responsible for any failure to perform due to unforeseen, non-commercial circumstances beyond its reasonable control. Non -assignment/ Binding Agreement. Neither this Agreement nor any rights under this Agreement may be assigned or otherwise transferred by either party, in whole or in part without the prior written consent of the other party, which consent shall not be unreasonably withheld or delayed. Such consent shall not be required in the event of merger, acquisition, or consolidation of a party or restructuring of a Customer as a result of regulatory requirements. Subject to the foregoing, this Agreement will bind and benefit the parties and their respective successors and assigns. Limitation. Any cause of action related to this Agreement must be brought within two (2) year after the party knew or reasonably Page 2 should have known of the claimed breach. Independent Contractor. In connection with this Agreement, each party is an independent contractor and will have no authority to bind or commit the other. No third party is a beneficiary of any portion of this Agreement. Entire Agreement, This Agreement, including any attachments, sets out the entire agreement between the parties relative to its subject matter and supersedes all prior or contemporaneous agreements or representations, oral or written. This Agreement may not be altered or modified, except by executed written amendment. Any waiver of a parry's rights or remedies under this Agreement must be in writing to be effective. No terms or conditions of any purchase order or other business form will have any effect on the rights or obligations of the parties under this Agreement. INTENDING TO BE BOUND, each party represents and warrants that it has all necessary power and authority to enter into this Agreement. Customer: City of Vernon Itron, By By Name Name Title Title Date Date ATTEST: MANUELA GIRON, City Clerk APPROVED AS TO FORM: JEFF A. HARRISON, City Attorney AUG 01 20 (Effective Date) Page 3 ATTACHMENT A TO THE SOFTWARE LICENSE AND MAINTENANCE AGREEMENT 1. Definitions "Meter" means a single interval data recording device storing one or more measured quantities at a single point of energy or commodity transfer on an electric, gas or water system. Where a recording device stores measured quantities from multiple points of energy or commodity transfer, it shall be considered as using multiple meters, for purposes of meter count in the use of the Software. "Test Database Installation" means a single installation of the Software using a single instance of the Software database. Such installation can only be used to verify the correct installation, operation and integration of the Software and/or components. 2. Software Itron grants to Customer a nontransferable, limited, perpetual, nonexclusive license to use the following Software in object code form only, and any enhancements, improvements or modifications to the Software, if and when provided by Itron, in accordance with this Agreement. Softwarel Maximum License Operating Systems or One Time Maintenance Annual Usage Terms Supporting Software License Feet Effective Maintenance Date Feet MV-90xi Single PC Up to 500 See 1 MS — Windows 2000 $35,250.00 Agreement $6,345.00 License Migration Meters Below OS Effective Date MV-90xi Discount -S17,625.00 TCP/IP To be used with No Charge Agreement $450.00 MV90xi Effective Date Subtotal $17,625.00 $6,795.00 Total 1 $24,420.00 'Customer is upgrading its current MV-90 license to MV-90xi. This Agreement replaces and supersedes the original MV-90 License Agreement. 2Due and payable upon Agreement execution. 1. MV-90xi Single PC License - Customer is authorized to install one (1) instance of the Software on one PC using one instance of the Software database. The Software may only be accessed by employees of Customer and solely for its intended purpose: to read and program Meters, registers, and recorders and to process data retrieved from such devices for internal business purposes. Customer may install a single instance of a Test Database Installation. The Software may not be installed on a computer that is not part of the Customer's computer network. Page 4 Software Shipment and Billing Information Ship Software to: Contact Name: Address: City / State / Zip: Phone Number: email Address: Send Invoices to: Contact Name: Address: City / State / Zip: Phone Number: Fax Number: Will a PO be issued to cover this Software License? Yes No # If known Page 5 Statement of Work Migration of Single PC Systems from MV-90 v5.0 to MV-90 A v2.0 City of Vernon Created By: Dave Gilland Date Created: August 1, 2007 Version: 1.0 1 II-q0V 111 1A I I I a a agm&& ate'' Au Chitt June 27, 2007 Dave Gilland 1 .0 Date Created Reviewers "A Nwnrt p'b Dave Gilland Manager - Professional Services FN 1 Ad U "N' Introduction This Statement of Work (SOW) defines the services (Services) to be performed by Itron Inc. (Itron) for City of Vernon (COV) for the Migration of Single PC Systems from NW-90 v5.0 to MV-90 xi v2.0 (the "Project"). The Services shall be governed by the terms and conditions of the Professional Service Agreement (PSA) by and between City of Vernon and Itron executed contemporaneously with this SOW. Please provide the Billing Contact information in the Billing Instructions portion of this document prior to faxing the entire document to Itron. B2<�Inc, i`k'ritofl 1A) Project Scope City of Vernon Objectives COV would like to engage Itrori s Consulting Services to achieve the following objectives: • Install, Migrate and configure MV-90 xi v2.0 for the Production system. • Install, and Configure Pervasive PSQL v9.5 • Train City of Vernon on the differences and enhancements from NW-90 v5 to MV-90 xi v2.0. • Enhance Custom Transfer XF_BDTV.EXE to be compatible with MV-90 xi v2.0 • Instruct COV on the operation of the TCPIP package of 10, `.a kla .>,€ d € €: Solution(s) To Be Delivered Current Configuration The system configuration: Current Pervasive version is SQL 2000 Workstation. Current MV-90 version is 5.0 COV is currently operating MV-90 5.0 in a Single PC production environment with windows interface using a single RI-COMM to interrogate 5 remote devices. The system is setup to import approximately 200 meters via HHF import from MVRS on G5 handhelds producing HHF files for import into the MV-90 system. The system is configured to interrogate meters, process data, and create reports. The use of cycles is used for 4 different groups of 50 devices each. There is currently no automation being performed on the data and validation practices are standard. The system currently utilizes Hayes Model 15328c modems to interrogate the devices in the field using direct phone lines for incoming and outgoing calls to meters. The system is currently communicating with two types of devices which are the SENTINEL and the VECTRON meter. MV-90 A System Configuration The system configuration: Pervasive version will be 9.5 and will be provided by Itron along with the MV-90 xi software. MV-90 xi version 2.0 will be configured in a Single PC production environment. The upgrade will take place on the existing workstation. COV will operate the NW-90 xi system in a Single PC production environment with windows interface using xiCOMM to interrogate 5 remote devices. The system will be setup to import approximately 200 meters via HHF import from MVRS on G5 handhelds producing HHF files for import into the MV-90 xi system. The system will be configured to interrogate meters, process data, and create reports. The use of cycles will continue to be used for 4 different groups of 50 devices each. The use of automation would like to be discussed and implemented if applicable in COV's daily workflow. The use of Standard validation practices will continue in the new system. The system will continue to use the Hayes Model 15328c modems to interrogate the devices in the field using direct phone lines for incoming and outgoing calls to meters. The system will continue to communicate with two types of devices which are the SENTINEL and the VECTRON meter. COV would like information on collecting data from GAS devices as well. Itron can provide information while on site to assist with the request. Itron will provide training to 1 person on the functionality of MV-90 xi 2.0 as well as recommended automation and validation processes. Services Provided By signing this SOW, City of Vernon engages Itron, and Itron agrees to provide the following Services: Discuss current system status with COV. Discuss process of migrating MV-90 5.0 to MV-90 xi. Ensure no issues exist that Review current would prohibit successful migration to MV-90 xi. Gain system understanding of business processes, risks, and goals for the None migration. Additionally Itron will review the current database structure onsite and clean up as necessary. Install, migrate, and configure MV-90 xi v2.0 on a Single PC System including Pervasive PSQL v9x engine. This NEW configuration will be a PRODUCTION system. Perform system operational testing of the migrated system to Install, migrate, verify functionality. Testing to be performed in accordance Installed MV-90 xi and configure with the MV-90 xi Installation Checklist (Appendix B of this on a Single PC MV-90 xi document). The checklist included in this appendix is for System reference only. The actual checklist used during the performance of the service will be an electronic document that the Itron Technical Consultant can mark up and comment on as necessary. A final copy will be left with the City of Vernon. Install and Install Pervasive configure Install Pervasive.SQL v9.5 Software Pervasive.SQL Training I Train City of Vernon on the differences and enhancements from I Informal MV-90 v5 to MV-90 xi v2.0. Customer training. Convert Upgraded Custom Custom Convert XF_BDTV.EXE to be compatible with MV-90 xi v2.0 Program Program XF_BDTV.EXE "lam ti]Ok- 1"ron. £rw' C tvC t tinm '?' aai1 ix '< ``K E 'fit I^xs�SCi 3 ei Project Schedule The following table shows the Project tasks for the stated scope of work. Project Plan dates will be adjusted based on the actual start date and given full availability from City of Vernon resources. Expected site visit for task to be delivered is shown at right. This project will be for the approximate hours listed at the bottom of the Est. Hours Column. 1 I Current system review/work planning discussions. Database inspection I 2 and cleanup. Evaluate MV-90 xi configuration for Production system. Install, migrate, and configure MV-90 xi in a Single PC Production system. Migrate the MV-90 v5.0 databases to MV-90 xi 2.0, verify operations per 2 installation checklist. Assist City of Vernon with testing of various system 14 components and configuration. Includes installation of the Pervasive PSQL v9.5 engine. Assist City of Vernon with GO LIVE event and ensure that system is performing properly in City of Vernon's environment. Informal training on the differences from MV-90 v5 to xi v2.0. 3 Note: Training may be impacted due to time required to merge the systems 8 and install and configure a Production system. 4 1 Travel 1 14 5 1 Convert Custom Program XF_BDTV.EXE + 16 6 1 Project Management 1 2 Est. Total Hours 1 56 (Y,€s ;I•:1'.i' £' c€!;ef i ?ig.;i3i.3 � .,j'";`i`C {iY`.'s 1'�`fS€tom < �.'; Assumptions This section provides the key assumptions for the MV-90 xi Migration portion of the Project 1. City of Vernon will furnish all facilities and related services at City of Vernon's site that are required by Itron personnel engaged to perform the Services under this SOW. 2. System configuration will be deployed at a minimum by the requirements outlined in Appendix A of this document. 3. City of Vernon agrees to make available MV-90(xi) operations and technical personnel as required to respond to inquiries from the Itron engineer concerning system settings, configuration, and operation. 4. City of Vernon to make available to the Itron engineer physical machine access to all client and server machines associated with the MV-90(xi) system. 5. City of Vernon to make available test or operational field meters for system interrogation and processing tests following the install process 6. City of Vernon to provide Itron login access at ADMINISTRATOR levels to computers and hardware required to carry out tasks listed or have an IT representative available to log into the respective systems. 7. City of Vernon agrees to configure all computer hardware, network infrastructure, and communications required to dial remote devices. 8. The scope of this work covers high-level system testing following the installation. This testing will exercise major system components such as Remote Interrogation, Master File Maintenance, Reports/Graphs, and File Transfer as identified in Appendix B of this document. This is in addition to any testing required by the City of Vernon and developed by City of Vernon personnel. 9. City of Vernon agrees to furnish training facilities as required by Itron including dedicated training space (not shared with other concurrent company work activities), white board and/or tablet space with markers for instructor notations and diagrams, projection equipment (minimum 800X600 lines of resolution). If this SOW only references informal training, then this type of space is not required. 10. Itron recommends one training computer per student. A minimum of one training computer for every two students is required. If this SOW references only informal training, then this setup is not required. 11. City of Vernon agrees to interrogate field devices with modems that have been tested and verified to work properly with the existing MV-90(xi) system for data retrieval. New modem types introduced as a part of this service MAY impact schedule and cost. 12. Itron will attempt to verify data communications with each of the meter types in the field during this service visit. Conditions not under the control (including phone line quality, phone system hardware, modem hardware, meter modem configuration, and cell signal quality) of Itron may interfere with or prevent the success of these attempts. Itron will modify MV-90(xi) configuration settings as necessary to attempt to work around any hardware issues encountered but this service visit does not guarantee that all communications with each meter type will be successful. 13. City of Vernon acknowledges that the installation of this software may require machine restart and agrees to allow such restart as may be required. 14. Delivery schedule for these services is based on mutually agreeable times between Itron and the City of Vernon and cannot be confirmed until this SOW is executed between both parties. 15. City of Vernon has in their possession the MV-90 xi Software including the license files as applicable. 16. City of Vernon is responsible to procure„ install, and configure all third party software and license required for the performance of this SOW unless otherwise noted within. 17. Appendix C references a transition document used for Support Services and a sign off section for completion of work done on the "project". 'k `la 'i _d .# `t`4 £E e. `.*,. k`: £"vi 3d2 -IJ In Service Fees & Belated Details Fees, Expenses & Payment Total fees for this service are estimated at $9,940.00. This includes on site services, project management, and travel time. Services fees are on a time and materials (T&M) basis at the rate of $190/hour (USD) with the exception of travel which is billable at the rate of $100/hr. Price shown does not include travel and living expenses which will be invoiced at an actual cost basis. The fees also include the fixed fee price of $3,600.00 to convert the custom program XF_BDTV.EXE. Additional hours for this project (outside the planned hours of this SOW) are available to the City of Vernon at the rate of $190/hour for Services and $225 / hour for Programming (Monday - Friday normal working hours) based on availability of staff. No work for this SOW is scoped for weekend or holiday hours. These fees are based upon our recommended engagement approach, staffing levels, scope and timelines as outlined in this SOW. Modifications to any of these factors will result in changes to the proposed fees. Any changes that affect scope, timeline or cost will follow the Change Control Process described in this document. Itron will invoice City of Vernon on a monthly basis for work performed and for costs incurred. If at any point, there is reason to believe that this amount will be exceeded; Itron will immediately notify City of Vernon as to the changes in the estimate and issue a Change Order, which will be approved by City of Vernon. City of Vernon shall pay all taxes, if any, due for Services provided by Itron to City of Vernon under this SOW. Note: We commit to minimizing our expenses wherever possible by taking advantage of advance purchase discounts and corporate travel arrangements. Payment terms are net 30. If City of Vernon issues a purchase order for any specific Services, the terms of this SOW shall govern Itron's performance of such Services and will supersede the terms of City of Vernon purchase orders. `.-?€.i.*€.,.•T`:t' t. onP uIUin $\¢il7l.:szr1 ._.-....__ Billing Instructions To ensure that Itron has all the correct billing information, please provide the following City of Vernon billing information: Billing Contact Name I Martha Valenzuela, Office Manager Billing Contact Phone # (s) 1 323.583.8811 Billing Contact Email Address I mvalenzuela@ci.vernon.ca.us Billing Address Special Billing Requirements? 4305 South Santa Fe Avenue Vernon CA, 90058 II Change Control Process A Project change order (Change Order) will be the vehicle for communicating changes. The Change Order must describe the change requested, the rationale for the change, the estimated price and the effect the change will have on the Project. All Change Orders must be approved by City of Vernon. If the Change Order, together with the original SOW, exceeds $25,000, Itron may require additional and/or different agreements to be signed. a 3-Ni.. uz; 1;10v� 1;'t 14flt3H; �i.lj 4 Agreement City of Vernon agrees to these terms and authorizes commencement of the Project described in this SOW. City of Vernon ltron Inc. Authorized Signature Printed Name Printed Name P. jILIP Q MEZEY Chief Opp Offw North America Title Title AUG 012007 Date Date Please return this signed SOW to: ATTEST: Itron, Inc. 2111 N. Molter Rd. Liberty Lake, WA 99019 MANUELA GIRON, City Clerk Attn: Contract Administration APPROVED AS TO FORM: Fax: 509-891-3720 JEFF A. HARRISON, City Attorney Lla orni-.o_� € Tom€, P€fit .• �*t.,€,Iir€., �. �<'� G�; � y € : +'t�� 1` t'4%eiit l.t? I i l Software and Hardware Requirements (Minimum) MV-90 xi version 2.0 Software and Hardware Requirements • Pervasive PSQL database: v9 SP2, also known as 9.5 (provided for single PC systems) • All MV-90 A workstations must run the same version and build of Pervasive PSQL. MV-90 xi servers and workstations require the following: PC with 1.2 GHz or higher processor speed Intel Pentium/Celeron family, or AMD K6/Athlon/Duron family, or compatible processor • 512 MB RAM minimum for the Client (1GB or more recommended), and 1 GB RAM minimum for the Server • 200 MB available hard disk space (this does not include the space needed for Customer data) • 1024x768 (or higher) resolution video adapter and monitor 19" or larger monitor is recommended Note: Higher processor speed and RAM machines are recommended for communication workstations with multi -port serial boards, workstations running the xi Task Service, and workstations running multiple task processors. Note: For communication workstations with a multi -port serial board or workstations running xiTask service, we recommend you use a workstation with a higher processor speed and more RAM than the basic requirements. r Perrtrjsyt�r Rgrirrretfs =r In order to install and operate MV-90 xi, a certain level of access must be defined within the Windows Operating environment. The user permissions required are defined below. It should be noted that the administration of system access in a network environment, is easiest when NW-90 xi users are placed in a NW-90 user group. This configuration enables the required server access, and workstation rights for the clients, be given to the entire user group. Instead of trying to configure security for each operator or login id, as the case may be for processing workstations without a specific operator, or for new users, etc. aaAIlk xggi • MV-90 xi and Pervasive.SQL Database Management software must be installed by a user with administrative rights on the PC being configured. • Server - Read, Write, Create, Erase and Modify rights should be defined for the MV- 90 xi share point directory and any subdirectories below the share. The same permissions are required to any NW-90 xi defined subdirectory. This would include, but is not limited to the directories\paths defined in System Parameters Workgroup records. • Client\Single PC workstation — Read, Write, Create, Erase and Modify rights on any defined MV-90 xi subdirectory.. MV-90 xi setup allows definition of folders not associated with the NW-90 xi application folder. Examples of directories that might be configured on the client, include the: Temporary \ Work folder, Export folder, Reader folder, and Doc's folder. Read, Write, Create, Erase and Modify rights should also be given to the workstation's Windows subdirectory. • xiComm Client and Multi -Threaded Processing machines — Read, Write, Create, Erase and Modify rights on any defined NW-90 xi subdirectory. MV-90 xi setup allows definition of folders not associated with the NW-90 xi application folder. • Examples of directories that might be configured like this include the: Itron MV-90 xi Installation Guide v2.0, New 5 • Temporary\work folder, Export folder, or Reader folder. Also, Read, Write, Create, Erase and Modify rights to the workstation's Windows subdirectory. Woo, o, Int_ . , t 4i.:?te ; t„ ii�{G3t1 it,+'L`s ',7t. ti is `f"t ';` isw"'4 Client (Operations workstations, XiComm and Multi -Threader workstations)\Single PC Workstation - Read, Write, Create and Modify rights are needed to the HKEY_LOCAL _MACHINE>SOFTWARE>ITRON Registry area, including subdirectories. Some configuration settings within MV-90xi are saved in this area of the workstation's registry. Others are defined in the MV-90.ini file. Examples of a process which might require access to the Local Machine Registry area, include the Preferences menu option; Set Number of Processors, and changes to the workstation definition parameters made using the Windows Settings editor found on the System Control menu dropdown. If the user will not have permission to update these parameters, the MV-90 xi Security>Privileges setting for "Configure User Interface" should not be enabled for the operator. Client (Operations workstations, XiComm and Multi -Threader workstations)\Single PC Workstation - Read, Write, Create and Modify rights should be given to the HKEY_LOCAL MACHINE.>SOFTWARE>ITRON Registry area, including subdirectories. The configuration settings for xiUpdate and xiUpdateClient are stored in this area of the Registry. Additionally, HKEY_CLASSES_ROOT, and HKEY_CURRENT-USER registry entries are updated by the component registration that follows the xiUpdateClient process. If the user will not have permission to read, create or update the necessary parameters, xiUpdateClient should not be configured to startup automatically and begin it's scan for available updates when the users logs on to the workstation. The xiUpdate functionality can still be utilized. However, xiUpdateClient will need to be run by someone with the required access permissions on the workstation. i�i?,ti.£.-:. ,t�_ftC, �<-.�zt��3��;�,F:t=•Ltt-�*„ ti<€53£>,1i.i' MV-90 A 2.0 Installation Checklist Note: The items to be verified may exist in both a new installation, and a migrated system. Items that are only applicable in the case of a migration, have been noted as such. It is only necessary to verify the items that are applicable to your use of MV-90xi. ❑ Verify/compare Task List to previous MV-90. (Migration) (Optional) ❑ Customize a pull -down menu. ❑ Adjust the size of the columns and save Current Task List. ❑ Preferences/Color Codes, change the Transfer Task to dark green. ❑ Preferences/Customize, add and customize Menus and Toolbars. Move the toolbars to a different area on the window. ❑ Fl- Select the F1 key to verify help (use the search engine, click on links, etc.) t= ''J i f` ❑ Printer Configuration: After defining the applicably through Printer Configuration. ❑ Go to Reports and Graphs amUprint a tepoij g a h to the Printer, to Screpni anci iCrDA—k ❑ Reports and Grapns's� ariprs ieort _, ❑ Go to Gas Reports dirk i alrP 6 t Jo..'Mite Printer, to Screen, end to,isk€ t t a ❑ tort C'oitro C� View. the reports and graphs run to Disk. List All By Report 10,` List by time, List by Task (utilize the Icons and pull - down menus). ❑ Verify the path to the Reports directory is correct. ❑ Verify if Task List has a permanent task to Delete Report Log. If so, run the task. If not, open DB/Log Maintenance and create a new task to delete Reports and run it. ❑ Select any graph and right -click to verify the Send To Mail Recipient command works (the graph should be inserted in an e-mail). In the same e-mail of the graph, attach the xicharts.exe and send. Have the recipient download and run the xicharts.exe to view the attached graph. it. .=s, €fit', t.:c rs tlg€f r a? `<?;t #n t `at,» oaf i lA ❑ System Parameters: ❑ Select System Parameter options for Operations, File Transfer, TIM Assignments, DST/Holidays, Workstations, Workgroups, User Security, and Communications WS (if applicable) field settings compare with old MV-90 System Parameters (Migration) 1, ❑ Operations \ Validation-Verify/Set Validation Parameters ` ❑ TIM Assignments -Add a TIM and delete the TIM. t P ❑ TIMAssignments - edit and existing TIM assignment record r, and check the selection to Update Meter Readings r ? ;F" ? Hj Database. Call a recorder with that device type, Unde Database, Meter Readings, list the entries`fOr ;hat'- and verify that the Meter Readings r� updated ❑ User Securihj-If utilizing,U 4 85142,.. jty` £A ikl6 an&out as every user. (optional).; ❑ TAF Editor: 0. Ff( n& 1ecl "an existing TAF file. Run ,004tion. Close the screen and verify that ks and single workstation tasks were placed 1. All other tasks should be placed under ❑ Cycle Day Maintenance: ❑ Select the File pull -down menu and List/Delete Entries. Select "All" for a specific time period and List to Screen. Verify all current cycles. (Migration) ❑ Add a new Frequency Cycle and Delete it. a._ ❑ Master File: ❑ List Master File -Run a Brief listing of Combined Files for All IDs. Verify that all IDs are on the report. (Migration) ❑ Master File Maintenance: ❑ Select any Master File by Customer ID and then by Recorder ID. Use the Previous and Next scroll icons. ❑ Add a new Master File with three channels. After it's created, add a fourth channel. ❑ Delete the new Master File you just created. ❑ Data Directory: ❑ Select Data Directory Maintenance and any Recorder ID. Verify different selection options (Oldest File First, Calculated Stop Times, and a Filter). ❑ Verifij Data Files - Check for missing files. (Migration) ❑ Select by Group, By Path (if applicable), By Batch. ❑ Verify the path is correct to the data files. ❑ Switch to the Archive Directory and verify Archlcda files. ❑ System Operability: ❑ Open Data Direc ❑ Select View Vnd C and view Data Editing pulls up the E.1 ' Open Summanj Mapping and verify the Summary IDs show in the selection window. (Migration) ❑ Select the File option to run a List Entries report to verify all Summary IDs and Contributors are listed. (Migration) ❑ TOU Schedules: (if applicable) ❑ Verify all TOU schedules are in the database. (Migration) ❑ Database Utilities: ❑ Select and Krunch the CM_Mast.V90 Database. rliss P"ist 44 c,a�."c .i' L": i'fi�1Tt��- _.—< x3cYzl t i tiii��=."ii.£1x:l El DataView: Run a graph • Interactive Graphics: Run a graph • Data Editing: Select any ID and File to verify that all pull -down and icons seem normal. • Gas Reports: Many of these reports have to be tested after data is collected. Run a Battery Change report to verify GUI functionality. After Data Collection, run the other reports and verify El Data Export: Select export type, any ID and File or by Time and run. Verify the file location and the export file looks normal while open. Repeat for all used export types — especially if a custom export program is used. (Check FTP process if applicable). 0 Flexible Export: Set up a Flexible Export template. Use optiops,, T such as: for text values, then verify that the Expoij4ypq�� H j A- ' defined, is available. Verify values found in the,exp6it-efi leate, j correct. Verify the naming convention pfthe1fite ba§e4 dnjhe Export definition. 4 El Remote interroption. RupsIt'atup chdeks'oft � ,,,sev AE rent "s of devices. RuA by Grou' r'Bat ch, by TIM (no need to complete if all appears (oN rumung normally). Import Reader File: Import a new .HHF file. (Note: If the .HHF is not new, go through the motions to verify.) • File Import (if applicable): Select the File Import type and import. If the file is not new, go through the motions to verify.) • Inbound Master : Setup an Inbound Master Schedule. Assign at least 1 valid recorder. Verify the Master File was updated with a Call Retrieval Mode of IB (Inbound), and the Inbound Schedule added. • Automatic HHF Import (if applicable): Place an HHF file in the HHF folder. Using Windows Explorer, find PRAUTO.EXE in the MV90xi directory and double click on the executable. Verify that the task is scheduled, the data is imported, and the HHF is sequenced and moved to the READER directory. I :''i N'a N-, � . al v-f it & 0 Run any applicable Logs. 1:1 Event Maintenance: El Verify that the Event Reference Database is populated. 0 View the database by Scheduling a known recorder ID with known events, or all recorders for a selected time period known to have events. El Event Reference: Open Event Reference and verify all events,—, being validated. j El Event Reports: Schedule a report, requestifii ithfortfiaticift, b Event Type. Use one of the even t"A4,W''sf #bqivas i�f ere' n A, �;in- if PW 0 2, PubbC UWA imfial 10—rk �-omp�ann, O Stranded Data Recovery -Cause a Stranded Data File: Use internet Explorer to verify that the \work\xiRecover subdirectory on the communication workstation to be tested, has been shared. Schedule a Remote Interrogation to that workstation. Disconnect the network connection during the interrogation. Shut down xiComm. Verify that the xiRecover subdirectory has a new .TM1 file, dated for the current date and time. Within a couple of minutes, the Task bar should have the message "Stranded Data on Workstation xx ❑ Stranded Data Recovery - Recover Data into NW-90: Open Database\Data Directory Recover option, click the button at the top for Stranded Data Recover, browse for the Source Dir. A new screen will appear for you to select the workstation with Stranded Data, select the workstation from the dropdown. Verify the Recorder ID expected, is available when requested using "Selection'. ❑ Stranded Data Recovery - Data file Processing: Select the proper file and Recover. Verify a Validation is run on the data. Review the validation for correct multipliers, UOM's, and number of channels. Verify the data is found in the Data € ... directory. _ ❑ xiUpdate: Setup xiUpdate, , and`xiFJpdAtdMi1f iRotg0ve 4 updates to the releasp-hoam,; tac h u torlt r 5uP rt, P, ace the updates in the ld►tes idirectdry.i Use'xiUpciat to select the client files to be ii tail. N�erify that the old version of the selected ffl�s have eet movgd o Elie Rollback directory, and lhatthe turret t versiO4 has been placed in the Sync directory. ❑ i mb'iiia eClient: Verify the client machine has xiUpdateClient configured and located in the System Tray. After the configured number of minutes to check for updates, a balloon should display notifying that updates are available for processing. Accept the updates, verify that MVRegutil runs at the end of the process. Verify that the current version of the applications are found in the MV90xi client directory. ❑ CFG Files: If you use CFG files for validation, exports, or other processes (except remote interrogation), verify these processes work correctly with the CFG files in the CFG directory. ❑ Set Number of Processors: Stop task processing and select, Preferences > Set Number of Processors. Set the number to a value greater than 1, but less than or equal to 9. Start task processing and verify that tasks are running on all processors. ..f.,_ �z:, stetn< < � r f _._...__._... Appendix C Technical Support Profile This form is intended to facilitate the knowledge transfer of implementation details from services, to the Itron support organization. Please complete this form as completely as possible for Customer Support and return this form attention: Support@ltron.com. <Type your description here> Technical Consultant Name: Project Mgr. Name (if applicable): Service Completion Date: MM/DD/YY System Type (identify all that apply): Itron MDM MV-90 xi Version: ■ Itron MDM MV-WEB Version: ■ Itron MDM MV-STAR Version: ■ Itron MDM MV-PBS Version: ■ Itron MDM IEE Version: Custom ITRON MDM packages installed: (patches, custom code, etc.) below to match tho eoiguratlon <Type your description here> �';'_ (i,=== V:siren i. Number of users: Number of Workstations (xiCOMM, MV-90 xi, if applicable) Application Drive Mapping and Directory Structure Layout (i.e. - X:\MASTER, Y:\EXPORT, Z:\SYSTEM): Type of Application Server (Workserver) Operating System (i.e.-Windows 2003, Windows XP) Does the Customer have a test environment? Yes ❑ No Database Platform i Pervasive ❑ Oracle ❑ SQL ❑ I Database Platform Software Version If applicable, please provide the Database connection information (instance, username, password) Additional Software Installed and pertinent information. For example if Support will have remote connectivity, please list what type, connection info, username, etc... in this section: Training Classes Given (i.e. - MV-90 xi Operator, MV-90 xi Administrator) i Additional Implementation Comments and/or Lessons Learned (this can include comments exceptions to standard implementations, Customer environment specific details, etc...) it b i" .. ''z <x st arm va g p "'Or'slon 1 A) City of A."e...mon Contact Listing & Sign off Section Information Requested Company Name Address City of Vernon Administrator Contact Name: Title: Call-back phone number/ extension: Email address: Mailing Address (if different) Additional Comments Operator Name: Title: Email address: Phone: Comments: Itron Consulting Resource sign off signature: City of Vernon sign off signature: COV Input wwwlw 4r , W, -V�, - " SUPPORTING DOCUMENTS fliQrr Nrl- 4305 Santa Fe Avenue, Vernon, California 90058 Telephone (323) 583-8811 September 5, 2007 Itron, Inc. ATTN: Senior Contracts Administrator 2111 N. Molter Road Liberty Lake, WA 99019 Re: Master Services Agreement, Software License and Maintenance Agreement, and Statement of Work Dear Sir or Madam: The insurance requirements have been met. Transmitted herewith are the fully executed Master Professional Services Agreement, one fully executed Software License and Maintenance Agreement, and one fully executed Statement of Work approved by City Council on August 6, 2007, through Resolution No. 9370. If you have any questions regarding this matter, please call Mr. Donal O'Callaghan at 323/583-8811 ext. 834. NG:dr c: Dolores Jaunzemis Donal O'Callaghan Resolution No. 9370 Agreement File No. 07-075 Very.trul yours, ; Kristen Enomoto Deputy City Clerk F_ xOusively industriaf c 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 RESOLUTION NO. 9370 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF VERNON APPROVING AND AUTHORIZING THE EXECUTION OF A MASTER PROFESSIONAL SERVICES AGREEMENT, SOFTWARE LICENSE AND MAINTENANCE AGREEMENT, AND STATEMENT OF WORK BY AND BETWEEN THE CITY OF VERNON AND ITRON, INC. WHEREAS, Itron, Inc. ("Itron") is in the business of providing professional services etc. as well as designing, manufacturing, licensing and selling electronic and computer products and has developed equipment and software for use in utility industry meter reading; and WHEREAS, on or about October 25, 1988, the City of Vernon and Itron entered into Contract No. ENC-0988-196, Equipment Purchase and Software License Agreement and Terms and Conditions for System Support Services, for utility meter reading hardware, software and system support services, which equipment and software has been upgraded, as needed; and WHEREAS, the existing meter reading system is no longer supported by Itron; and WHEREAS, Vernon's Customer Service Department has determined that, based upon Itron's proven record of providing the current meter reading hardware, software and system support services to the City, Itron should be able to more efficiently and effectively provide a new upgraded system meeting the Department's specifications and requirements; and WHEREAS, the Finance Director has recommended that the current system be upgraded to a MV-90 xi system as said system would ensure accuracy in billing, cost not to exceed Thirty Nine Thousand t 1 2 3 4 5 6 7 8 9 10 11 12 13 ME 15 16 17 18 19 20 21 22 23 24 25 26 27 28 Three Hundred and Fifty Four Dollars with Six Cents (39,354.06), not including freight, and that Itron provide installation, maintenance and training services for said system; and WHEREAS, the City Council of the City of Vernon has determined that, pursuant to the provisions of subsection (a) of Section 2.27 of the Vernon City Code, it is in the public interest and necessity to enter into an agreement with Itron setting forth the terms and conditions of the software licensing and services to be performed to enhance services provided to the Vernon community. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF VERNON AS FOLLOWS: SECTION 1: The City Council of the City of Vernon hereby finds and determines that the recitals contained hereinabove are true and correct. SECTION 2: The City Council of the City of Vernon hereby approves the Master Professional Services Agreement, Software License and Maintenance Agreement, and the Statement of Work with Itron, a copy of which is attached hereto as Exhibits A, B, and C respectively, and incorporated by reference. SECTION 3: The City Council of the City of Vernon hereby authorizes the Mayor or Mayor Pro-Tem to execute said Agreements for, and on behalf of, the City of Vernon and the City Clerk is hereby authorized to attest thereto. SECTION 4: The City Council of the City of Vernon hereby directs the City Clerk, or her designee, to send one fully executed Master Professional Services Agreement, one fully executed Software License and Maintenance Agreement, and one fully executed Statement of Work: { 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 Itron, Inc. Attn. Senior Contract Administrator 2111 N. Molter Road Liberty Lake, WA 99019 SECTION 5: The City Clerk of the City of Vernon shall certify to the passage of this resolution, and thereupon and thereafter the same shall be in full force and effect. APPROVED AND ADOPTED this 6th day of August, 2007. ATTEST: GIROX, City Clerk T Name: Leonis C. Malburg Title: Mayor /-.Mayei Pr -&--Pe 3 1 2 3 4 5 6 7 81 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 STATE OF CALIFORNIA ) ) ss COUNTY OF LOS ANGELES ) I, MANUELA GIRON, City Clerk of the City of Vernon, do hereby certify that the foregoing Resolution, being Resolution No. 9370, was duly adopted by the City Council of the City of Vernon at a regular meeting of the City Council duly held on Monday, August 6, 2007, and thereafter was duly signed by the Mayor or Mayor Pro -Tern of the City of Vernon. MANUELA GIRO , City Clerk ((SEAL) - 4 - EIT A ITRON, INC. Master Professional Services Agreement This PROFESSIONAL SERVICES AGREEMENT ("Agreement") is made as of the date last signed below ("Effective Date") between Itron, Inc., a Washington corporation with principal offices at 2111 N. Molter Road, Liberty Lake, WA 99019 U.S.A. ("Itron"), and City of Vernon, California located at 4305 Santa Fe Avenue, Vernon, CA 90058 ("Customer"). Background Itron is in the business of providing professional services, including, but not limited to, implementation, customization, and training for Itron's energy management software. Customer desires to engage Itron to perform the services as provided in this Agreement. In consideration of the terms and conditions below, Itron and the Customer (individually "Party", together "Parties") agree as follows: 1.0 Definitions 1.1 "Change Order" means a written request, signed by both Parties, for changes in scope, cost or other activities related to a SOW. 1.2 "Change Order Form means the form specifying the changes or additions to the SOW. 1.3 "Confidential Information" includes, but is not limited to, all confidential, technical and business information relating to the Services, research and development, production and engineering processes, costs, profit or margin information, marketing, production, unreleased products, future business plans, , and any other information or data not previously known that could reasonably be considered confidential or proprietary. 1.4 "Services" means the services specified in the SOW. 1.5 "SOW" means the written Statement of Work signed by both Parties under the terms of this Agreement. 2.0 Scope of Agreement During the term of this Agreement, Itron will provide to Customer the Services described in any written SOW, which specifically details the Services, including but not limited to the deliverables, milestones and corresponding due dates. Prior to performing any Services, Itron and Customer will execute the applicable SOW. No Services are authorized by this Agreement alone. Itron will perform Services only as expressly agreed to between the parties in an SOW. If Customer issues a purchase order for any Services, the terms of this Agreement govern Itron's performance of such services, and supersede the terms of Customer's purchase orders. Changes affecting scope, cost and other activities, mutually agreed upon by the Parties, are implemented by a written Change Order. 3.0 Services Provided Itron, upon request from Customer, will provide Customer with Services at rates, prices and upon other terms as agreed upon in the SOW. The Services may include implementation, upgrades, rate modeling, customization, troubleshooting and training. Itron will perform all Services in accordance with the requirements of this Agreement. 4.0 Payment Terms 4.1 Fees for Services will be billed in US dollars as provided in the SOW, or are done on a time -and - materials basis at rates identified in the SOW, and invoiced within thirty (30) days after completion of the Services. Itron reserves the right to annually adjust Service rates. Each invoice will include sufficient detail, supported by receipts, documentation and other information so Customer may verify the invoice. 4.2 Customer will reimburse Itron, or pay directly, all reasonable and documented travel, lodging and related expenses which are incurred by Itron personnel in performing Services for Customer on Itron Master Professional Services Agreement Page 1 8/l/2007 Customer requested travel. Reimbursable charges for lodging and expenses will not exceed the commercially reasonable rates for the geographic area where the work is performed. 4.3 All amounts payable to Itron will be paid in United States dollars and are net of all sales, use, property related taxes, customs and duties. Service fees are due and payable upon receipt by Customer of a proper invoice. A late payment charge of one and one-half percent (11,�) per month (annual rate of eighteen percent) will be added to any amounts more than thirty (30) days past due, which amounts have not been previously disputed, in good faith and in writing within thirty (30) days of the Customer's receipt of invoice. Customer is responsible for any collection costs, including reasonable attorney's fees. 5. Additional Rights and Obligations of the Parties 5.1 Ownership. Itron is a developer of computer software and Itron may use its proprietary software as well as other software properly licensed to Itron in the performance of Services. All software, software enhancements, documentation and other work products of Itron resulting from this Agreement remain the property of Itron. Client may be entitled to use such software, software enhancements, documentation and other work products in accordance with and subject to a Software License Agreement. 5.2 Contact. Each party shall notify the other party of its designated primary contact ("Contact"). To the maximum extent practicable, communications between the parties will be through the parties' Contacts. 5.3 Facility and Personnel Access. Customer agrees to provide Itron reasonable access to its facilities and personnel concerned with the operation of the Software to enable Itron to provide Services. Itron will ensure that all employees or contractors providing Services on Customer's premises comply with Customer's reasonable employee rules of conduct, including but not limited to all security and safety procedures and policies. 5.4 Compliance with Laws. Itron will comply with all local, state and federal laws, ordinances, regulations and orders with respect to its performance of the Services. Itron will provide Customer with such documents and other supporting materials as Customer may reasonably request to evidence Itron's continuing compliance with the provisions in this Section. 5.5 Insurance. Itron, will obtain and maintain in full force and effect, without interruption during the term of the Agreement, the following minimum levels of insurance: 1. Workers' Compensation insurance covering the legal liability of Itron and Employers' liability insurance in the amount of $1,000,000.00; 2. Commercial General Liability insurance in the amount of $2,000,000.00 for any single occurrence; 3. Automobile Liability insurance in the amount of $1,000,000.00 per occurrence; and 4. Errors or Omissions in the amount of $2,000,000. Upon Customer's written request to Itron, Itron will provide Certificates of Insurance evidencing the coverage prescribed by this Section. 6.0 Warranty for Services 6.1 Limited Warranty. Itron warrants that all Services will be performed in a professional and competent manner. Customer must report any deficiencies in the Services to Itron in writing within sixty (60) days of performance of the Services to receive warranty remedies. For breach of this warranty, Itron's sole liability and Customer's exclusive remedy is re -performance of the Services by Itron at no additional cost to Customer. 6.2 Disclaimer. THIS WARRANTY IS EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, REGARDING OR Itron Master Professional Services Agreement Page 2 8/1/2007 RELATING TO ANY SERVICES OR MATERIALS FURNISHED TO CUSTOMER UNDER THIS AGREEMENT. ITRON SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, NON -INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO ALL SUCH SERVICES AND MATERIALS. 7.0 Indemnification 7.1 General Indemnification. Itron will defend or settle (including attorneys' fees), any suit or proceeding brought against Customer to the extent it is based on a claim, arising out of or in connection with any negligent acts or omissions or willful misconduct of Itron in the performance of the Services. 7.2 Infringement Indemnification. Itron will defend or settle (including attorneys' fees) any claim, action or allegation brought against Customer by an unrelated third party that the work product or other materials created or furnished by Itron, infringe any U.S. patent, copyright, trade secret or other proprietary right and will pay any final judgments or settlements.. Customer may not settle or compromise such claim, action or allegation, except with Itron's prior written consent. In the event any such infringement, claim, action or allegation is brought or threatened, Itron will, at its sole option and expense, procure for Customer the right to use the work product or materials or modify, amend or replace the work product or materials, provided they have substantially the same or comparable results. The foregoing obligations do not apply to the extent the infringement arises as a result of modifications to the work product or materials made without Itron's written authorization. 7.3 Conditions. The foregoing indemnities do not apply unless Customer (i) notifies Itron promptly in writing of such claim, (ii) gives Itron the exclusive authority required to defend such claim, and (iii) provides Itron reasonable assistance in defending such claim, at Itron's expense. 7.4 Limitation of Liability. NEITHER PARTY IS LIABLE TO THE OTHER FOR LOSS OF REVENUE OR PROFITS, LOSS OF DATA, INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF THIS AGREEMENT, EVEN IF THE PARTY HAS NOTICE OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF THE NATURE OF THE CAUSE OF ACTION OR THEORY ASSERTED. IN NO EVENT WILL ITRON'S LIABILITY TO CUSTOMER EXCEED THE AMOUNTS CUSTOMER PAID TO ITRON UNDER THIS AGREEMENT. 8.0 Confidential Information 8.1 Scone. Each Party acknowledges that it may acquire information and material that is the other Party's confidential, proprietary or trade secret information. The Parties' respective obligations with respect to Confidential Information also extend to any third parry's confidential or proprietary information disclosed to such Party by the other Party in the course of performance of this Agreement. Confidential Information must be identified in writing at the time of disclosure, or, if not identified in writing, based on the circumstances surrounding disclosure, such information should reasonably be considered as confidential or proprietary. 8.2 Use of Confidential Information. Each Party will take all steps reasonably necessary to hold in trust and confidence the other Party's Confidential Information. Each Party must hold such Confidential Information in strict confidence, not to disclose it to third parties or to use it in any way, commercially or otherwise, other than as permitted under this Agreement. Each Party will limit the disclosure of the Confidential Information to employees, or directly related subcontractors with a need to know, who: (i) have been advised of its confidential nature; and (ii) have acknowledged the express obligation to maintain such confidentiality. Customer will indemnify Itron (including, without limitation, attorney's fees and costs) for any breach of the terms of this confidentiality obligation by its employees or third party subcontractors. 8.3 Exceptions Notwithstanding the foregoing, information and material received by one Party from the other Party will not be considered to be Confidential Information if: (i) it has been published or is otherwise readily available to the public other than by a breach of this Agreement; (ii) it has Itron Master Professional Services Agreement Page 3 8/l/2007 been rightfully received by the receiving Party from a third party without confidential limitations; (iii) it has been independently developed by the receiving Party by personnel having no access to the Confidential Information; or (iv) it was known to the receiving Party prior to its first receipt from the disclosing Party. If either Party is requested or required to disclose any Confidential Information of the other Party by order of a court, governmental entity, or by applicable law, including public disclosure law, the Party so ordered will provide prompt notice to the other Party so that such Party may obtain appropriate protective orders. 8.4 Injunctive Relief. In the event of actual or threatened breach of the provisions of this Section, the non -breaching Party will not have an adequate remedy at law and will be entitled to immediate injunctive and other equitable relief, without bond and without the necessity of showing actual money damages. 8.5 Notice. In the event either Party knows or should reasonably know that any third party has gained unauthorized access to Confidential Information, the knowing Party must immediately notify the other Party in writing of the full particulars of such access or disclosure. 9.0 Term and Termination 9.1 Term: This initial term of this Agreement is one year, unless earlier terminated in accordance with the provisions of this Agreement. Thereafter, this Agreement automatically renews for successive one (1) year terms unless one Party gives the other Party written notice of its intent not to renew the Agreement at least thirty (30) days prior to the expiration of the then -current Agreement. 9.2 Termination: Either Party may terminate this Agreement for the material breach by the other Party if such material breach remains uncured for thirty (30) days after receipt of written notice from the non -breaching Party, such notice must describe in reasonable detail the nature of the breach. Termination is in addition to any other remedies that may be available to the non - breaching Party. 10.0 General Provisions 10.1 Force Majeure. Neither Party will be responsible for any failure to perform due to unforeseen, non-commercial circumstances beyond its reasonable control, including but not limited to acts of God, war, riot, embargoes, acts of civil or military authorities, fire, floods, earthquakes, accidents, strikes, fuel or energy. In the event of any such delay, any applicable period of time for action by a Party may be deferred for a period of time equal to the time of such delay, except a Party's failure to make any payment when due under this Agreement. 10.2 Notices and Administration Any notice under this Agreement or required by law must be in writing and must be (a) delivered in person, (b) sent by facsimile, (c) sent by first class mail, or (d) sent by overnight air courier, and in each case properly posted and fully prepaid to the appropriate address set forth below. Notices will be considered to have been given at the time of (a) actual delivery in person, (b) upon facsimile confirmation, (c) five (5) business days after deposit in the mail, or (d) one (1) day after delivery to an overnight air courier service. Either Party may change its address for notices by written notice to the other Party in accordance with this Section. Itron: Customer: Itron , Inc. City of Vernon 2111 North Molter Road 4305 Santa Fe Avenue Liberty Lake, WA 99010 Vernon, CA 90058 Attn.: Legal Affairs Attn: Legal Department 10.3 Nonassiw mentBinding Agreement Neither this Agreement, or any rights under this Agreement, may be assigned or otherwise transferred by either Party, in whole or in part without the prior written consent of the other Party. Any requested consent will not be unreasonably withheld or delayed. Consent will not be required in the event of a merger, acquisition, or consolidation of a Party. Subject to the above, this Agreement will bind and benefit the Parties and their respective successors and assigns. Itron Master Professional Services Agreement Page 4 8/1 /2007 10.4 Entire Agreement. This Agreement, including any attachments, sets out the entire agreement between the Parties relative to the subject matter of this Agreement and supersedes all prior or contemporaneous agreements or representations, oral or written. This Agreement may not be altered or modified, except by written amendment which expressly refers to this Agreement and which is duly executed by authorized representatives of both Parties. 10.5 Severability. Any provision of this Agreement held to be invalid under applicable law does not render this Agreement invalid as a whole, and such provision will be interpreted so as to best accomplish the intent of the Parties within the limits of applicable law. 10.6 Waiver. The waiver or failure by either party to exercise or enforce any right provided for in this Agreement will not be deemed a waiver of any further rights under this Agreement. 10.7 Applicable Law. This Agreement and its interpretation is governed by the laws of the State of Washington without regard to the choice of law provisions. Any action to enforce any rights under this Agreement must be brought in the State of Washington. 10.8 Publicitv. Itron may include Customer name and logo in its published customer list and on the Itron web site, but will not use Customer's name in any Itron-related press release without Customer's written consent. 10.9 Independent Contractor In connection with this Agreement, each Party is an independent contractor and as such will not have any authority to bind or commit the other. Nothing in this Agreement will be deemed or construed to create a joint venture, partnership or agency relationship between the parties for any purpose. No employee, agent, representative or affiliate of Itron has authority to bind Itron to any oral representations or warranty concerning the Services. Any written representation or warranty not expressly contained in this Agreement will not be enforceable. 10.10 Additional Terms. No terms, provisions or conditions of any purchase order, acknowledgment or other business form that either Party may use in connection with the Services will have any effect on the rights, duties or obligations of the Parties under this Agreement, or otherwise modify this Agreement, regardless of any failure of the other Party to object to such terms, provisions or conditions without Itron's specific written approval. 10.12 No Third Party Beneficiaries. No third party is a beneficiary of any portion of this Agreement. INTENDING TO BE BOUND, each Party represents and warrants t it has necessary power and authority to enter into this Agreement. City of Vernon Itron' C. Authorized Signature Authr zed Signa PHI ID to MEZEY Printed Name Printed Name Chief Operating Officer Itron North America Title Title AUG 0 1 2.007 Date Effective Date ATTEST: APPROVED AS TO FORM: MANUELA GIRON, City Clerk JEFF A. HARRISON, City Attorney Itron Master Professional Services Agreement Page 5 8/1/2007 EXHIBIT B Aff ITRON, INC. Software License and Maintenance Agreement This SOFTWARE LICENSE AND MAINTENANCE AGREEMENT ("Agreement") is made as of the date last signed below ("Effective Date") between Itron, Inc., a Washington corporation with principal offices at 2111 N. Molter Road, Liberty Lake, WA 99019 U.S.A. ("Itron"), and City of Vernon, California located at 4305 Santa Fe Avenue, Vernon, CA 90058 ("Customer"). Grant of License. Subject to the terms and conditions of this Agreement, Itron grants to Customer a license to use the software and documentation (collectively "Software") specified in Attachment A. Except as set forth in this Agreement, this license transfers to Customer neither title nor any proprietary or intellectual property rights to the Software. Customer may make a reasonable number of machine-readable copies of the Software for back-up and disaster recovery purposes for non -operational use, subject to the terms and conditions of this Agreement. All authorized copies of the Software must include all trademark, copyright, and other proprietary markings. Use of the Software may require that Customer have certain third party operating systems or supporting software installed and operating properly on its computer system, which are the sole responsibility of the Customer. License Restrictions. Customer must not itself, or through any parent, subsidiary, affiliate, agent or other third party: (i) sell, lease, rent, license, sublicense, or provide the Software to any third party; (ii) decompile, disassemble, or reverse engineer the Software, in whole or in part; (iii) write or develop any derivative software or any other software program based upon the Software; (iv) use the Software as a service bureau unless specifically authorized by Itron in writing; (v) provide, disclose, divulge or make available to, or permit use of the Software by any other party without Itron's prior written consent. The license granted to Customer does not include any rights to the Software source code. License Fees. In consideration of the license granted under this Agreement, Customer must pay Itron the license fee and other amounts specified in Attachment A in US dollars, due and payable within thirty (30) days of receipt of an invoice from Itron. Unless Customer provides Itron with a tax exempt certificate, Customer must pay all sales and use taxes, except those based upon Itron's income, capital, or net worth. Audit. During the term of this Agreement and for one year after termination, Customer must maintain accurate records of its use of the Software. After reasonable written notice, Itron may audit these records during Customer's regular business hours to verify compliance with this Agreement. Limited Warranty. Itron warrants for a period of ninety (90) days from the date of delivery ("Warranty Period") that (i) the media on which the Software is recorded will be free from defects in materials and workmanship under normal use, and (ii) the Software will substantially conform to Itron's published specifications. If during the Warranty Period, the Software does not perform as warranted, Customer must notify Itron in writing of the non-conformance. Itron's entire liability and Customer's sole and exclusive remedy for any breach of the foregoing limited warranty will be, at Itron's option, replacement of the media, repair or replacement of the Software, or refund of the purchase price. This warranty is valid only if Customer has: (i) paid to Itron the appropriate license fees when due, (ii) used the Software on a virus - free computer system for which it was designed, (iii) promptly installed all corrections or enhancements to the Software that Itron makes available to Customer; and (iv) complied with the terms and conditions of this Agreement. Itron does not warrant that the Software will operate uninterrupted or error -free. EXCEPT FOR THE LIMITED WARRANTY SET FORTH ABOVE, ITRON MAKES NO OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY REGARDING OR RELATING TO THE USE OF SOFTWARE OR SERVICES PROVIDED TO CUSTOMER UNDER THIS AGREEMENT. ITRON SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO THE SOFTWARE OR SERVICES. ANY REPRESENTATION OR WARRANTY NOT EXPRESSLY CONTAINED IN THIS AGREEMENT WILL NOT BE ENFORCEABLE. Limitation of Liability. IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY LOSS OF PROFITS, LOSS OF USE, BUSINESS INTERRUPTION, LOSS OF DATA, COST OF COVER OR INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND IN CONNECTION WITH OR ARISING OUT OF THE USE OF THE SOFTWARE OR SERVICES UNDER THIS AGREEMENT, WHETHER ALLEGED AS A BREACH OF CONTRACT OR TORT (INCLUDING NEGLIGENCE OR STRICT PRODUCT LIABILITY). THIS LIMITATION SHALL APPLY EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EXCEPT TO THE EXTENT OF DAMAGES DUE TO DEATH, PERSONAL INJURY AND TANGIBLE PERSONAL PROPERTY DAMAGE CAUSED DIRECTLY BY A PARTY's GROSS NEGLIGENCE OR WILFULL MISCONDUCT, OR THE PARTIES' OBLIGATIONS AS SET FORTH IN THE INFRINGEMENT INDEMNITY OR CONFIDENTIALITY Page 1 PROVISIONS BELOW, IN NO EVENT WILL EITHER PARTY'S LIABILITY TO THE OTHER FOR DAMAGES • EXCEED THE LICENSE FEES PAID BY CUSTOMER TO ITRON UNDER THIS AGREEMENT. ITRON'S PRICING REFLECTS THIS ALLOCATION OF RISKS AND LIMITATION OF LIABILITY. Maintenance. Itron will provide the maintenance services ("Maintenance") described at URL http://www.itron.com/policies/software maint.asp. ("Maintenance Policy") for the initial annual term, provided that Customer pays the applicable annual Maintenance fees. Itron will invoice Customer for annual Maintenance renewal sixty (60) days prior to the expiration of then -current Maintenance term. Itron may increase Maintnenance fees annually, upon renewal, but in no event more than 5% of previous years' Maintenance fee for a like configuration of the Software. Customer may renew Maintenance by paying the renewal invoice. If Maintenance lapses, Customer may be subject to a reinstatement fee. Customer may obtain services not covered under the Maintenance Policy for an hourly fee, at Itron's then -current professional services rates. Termination. This Agreement will take effect on the Effective Date and will remain in force unless terminated in accordance with the terms of this Agreement. Either party may terminate this Agreement for the breach of any material term by the other party if such breach remains uncured for thirty (30) days after receipt of written notice, describing in reasonable detail the nature of the breach. Such termination shall be in addition to any other remedies that may be available to the non -breaching party. Itron may terminate this Agreement automatically, with no further action, if Customer breaches any material obligation related to Itron's proprietary rights. Provided all applicable fees have been paid in full, Customer may terminate this Agreement at the end of any Maintenance term. Rights and obligations under this Agreement, which by their nature, should survive, will remain in effect after termination. If terminated for Customer's breach or at Customer's request, Customer shall promptly return to Itron or destroy all copies of the Software. Confidentiality. Confidential Information includes, but is not limited to, either parry's confidential, technical, business and customer information and any other information or data not previously known that could reasonably be considered confidential or proprietary. Each Party shall take all steps reasonably necessary to hold in confidence the other party's (or third party's) Confidential Information and will limit the disclosure of Confidential Information to employees or subcontractors with a need to know who have acknowledged the express obligation to maintain such confidentiality. Confidential Information does not include information that (i) is readily available to the public other than by a breach of this Agreement; or (ii) is previously known or received from a third party without restriction, or (iii) independently developed by the receiving party without use of the Confidential Information. Nothing in this Agreement will prevent a party from disclosing Confidential Information as required by law. Infringement Indemnity. Itron will, at its expense, defend or settle any claim or action brought against Customer by an unrelated third party that the Software infringes any U.S. patent, copyright, trade secret or other non -patent proprietary right and pay any final judgments or settlements; provided that Customer (i) notifies Itron promptly in writing of such claim, (ii) gives Itron the exclusive authority required to defend such claim, and (iii) provides Itron reasonable assistance in defending such claim, at Itron's expense. Customer may not settle or compromise such claim or action, except with the prior written consent of Itron. These obligations will not apply to the extent the infringement arises as a result of a combination of the Software with products not provided or authorized by Itron in writing, modifications to the Software made by any party other than Itron, a duly authorized representative of Itron or as authorized by Itron in writing. If any such infringement, claim or action is brought or threatened, Itron will, at its sole option and expense: (a) procure for Customer the right to continue using the Software; or (b) modify or amend the Software, provided that such modified Software will have substantially the same or comparable capabilities, or replace the Software with other software having substantially the same or comparable capabilities; or, if neither of the foregoing is commercially practicable, (c) terminate this Agreement and repay Customer a portion, if any, of the License Fee based on four year straight line amortization. If terminated, the parties will be released from any further obligation under this Agreement, except for obligations that survive termination. THE FOREGOING STATES ITRON'S ENTIRE LIABILITY AND CUSTOMER'S SOLE AND EXCLUSIVE REMEDY WITH RESPECT TO INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OR LICENSES GRANTED UNDER THIS AGREEMENT. Export Restrictions. Customer shall not, directly or indirectly, export or transmit the Software to any country to which such export or transmission is prohibited by any applicable United States regulation or statute. Contracts with U.S. Government Agencies. If acquired by or on behalf of a civilian agency, the U.S. Government acquires this commercial computer software and/or commercial computer software documentation subject to the terms of this Agreement and applicable federal law. Force Maieure. Neither party shall be responsible for any failure to perform due to unforeseen, non-commercial circumstances beyond its reasonable control. Non -assignment/ Binding Agreement. Neither this Agreement nor any rights under this Agreement may be assigned or otherwise transferred by either party, in whole or in part without the prior written consent of the other party, which consent shall not be unreasonably withheld or delayed. Such consent shall not be required in the event of merger, acquisition, or consolidation of a party or restructuring of a Customer as a result of regulatory requirements. Subject to the foregoing, this Agreement will bind and benefit the parties and their respective successors and assigns. Limitation. Any cause of action related to this Agreement must be brought within two (2) year after the party knew or reasonably Page 2 should have known of the claimed breach. Independent Contractor. In connection with this Agreement, each party is an independent contractor and will have no authority to bind or commit the other. No third party is a beneficiary of any portion of this Agreement. Entire Agreement. This Agreement, including any attachments, sets out the entire agreement between the parties relative to its subject matter and supersedes all prior or contemporaneous agreements or representations, oral or written. This Agreement may not be altered or modified, except by executed written amendment. Any waiver of a party's rights or remedies under this Agreement must be in writing to be effective. No terms or conditions of any purchase order or other business form will have any effect on the rights or obligations of the parties under this Agreement. INTENDING TO BE BOUND, each party represents and warrants that it has all necessary power and authority to enter into this Agreement. Customer: City of Vernon Itron, By By Name Name Title Title Date Date ATTEST: MANUELA GIRON, City Clerk APPROVED AS TO FORM: JEFF A. HARRISON, City Attorney Rm North Apt AUG 01 20 (Effective Date) Page 3 ATTACHMENT A TO THE SOFTWARE LICENSE AND MAINTENANCE AGREEMENT 1. Definitions "Meter" means a single interval data recording device storing one or more measured quantities at a single point of energy or commodity transfer on an electric, gas or water system. Where a recording device stores measured quantities from multiple points of energy or commodity transfer, it shall be considered as using multiple meters, for purposes of meter count in the use of the Software. "Test Database Installation" means a single installation of the Software using a single instance of the Software database. Such installation can only be used to verify the correct installation, operation and integration of the Software and/or components. 2. Software Itron grants to Customer a nontransferable, limited, perpetual, nonexclusive license to use the following Software in object code form only, and any enhancements, improvements or modifications to the Software, if and when provided by Itron, in accordance with this Agreement. Software' Maximum License Operating Systems or One Time Maintenance Annual Usage Terms Supporting Software License Feet Effective Maintenance Date Feel MV-90xi Single PC Up to 500 See 1 MS — Windows 2000 $35,250.00 Agreement $6,345.00 License Migration Meters Below OS Effective Date MV-90xi Discount - 17,625.0(t TCP/IP To be used with No Charge Agreement $450.00 MV90xi Effective Date Subtotal $17,625.00 $6,795.00 Total I i $24,420.00 'Customer is upgrading its current MV-90 license to MV-90xi. This Agreement replaces and supersedes the original MV-90 License Agreement. ZDue and payable upon Agreement execution. 1. MV-90xi Single PC License - Customer is authorized to install one (1) instance of the Software on one PC using one instance of the Software database. The Software may only be accessed by employees of Customer and solely for its intended purpose: to read and program Meters, registers, and recorders and to process data retrieved from such devices for internal business purposes. Customer may install a single instance of a Test Database Installation. The Software may not be installed on a computer that is not part of the Customer's computer network. Page 4 Ship Software to Send Invoices to: Software Shipment and Billing Information Contact Name: Address: City / State / Zip: Phone Number: email Address: Contact Name: Address: City / State / Zip: Phone Number: Fax Number: Will a PO be issued to cover this Software License? Yes No # If known Page 5 EXHIBIT C Statement of Work Migration of Single PC Systems from MV-90 v5.0 to MV-90 A v2.0 City of Vernon Created By: Dave Gilland Date Created: August 1, 2007 Version: 1.0 Document Controls Change Record ©Ate Au hbi Vlbrsil6h I ch nee Reference x June 27, 2007 Dave Gilland 1.0 Date Created Reviewers Narrre PositQt Dave Gilland Manager - Professional Services C'els s-�t3li'_; &- -'`t, i%z 3f"€`t.? `-+e°t"a i,Xi4 Introduction This Statement of Work (SOW) defines the services (Services) to be performed by Itron Inc. (Itron) for City of Vernon (COV) for the Migration of Single PC Systems from MV-90 v5.0 to MV-90xi v2.0 (the "Project"). The Services shall be governed by the terms and conditions of the Professional Service Agreement (PSA) by and between City of Vernon and Itron executed contemporaneously with this SOW. Please provide the Billing Contact information in the Billing Instructions portion of this document prior to faxing the entire document to Itron. 1'z sib&11 Project Scope City of Vernon Objectives COV would like to engage Itrori s Consulting Services to achieve the following objectives: • Install, Migrate and configure MV-90 xi v2.0 for the Production system. • Install, and Configure Pervasive PSQL v9.5 • Train City of Vernon on the differences and enhancements from MV-90 v5 to MV-90 xi v2.0. • Enhance Custom Transfer XF_BDTV.EXE to be compatible with MV-90 xi v2.0 • Instruct COV on the operation of the TCPIP package Solutions) To Be Delivered Current Configuration The system configuration: Current Pervasive version is SQL 2000 Workstation. Current MV-90 version is 5.0 COV is currently operating MV-90 5.0 in a Single PC production environment with windows interface using a single RI-COMM to interrogate 5 remote devices. The system is setup to import approximately 200 meters via HHF import from MVRS on G5 handhelds producing HHF files for import into the MV-90 system. The system is configured to interrogate meters, process data, and create reports. The use of cycles is used for 4 different groups of 50 devices each. There is currently no automation being performed on the data and validation practices are standard. The system currently utilizes Hayes Model 15328c modems to interrogate the devices in the field using direct phone lines for incoming and outgoing calls to meters. The system is currently communicating with two types of devices which are the SENTINEL and the VECTRON meter. MV-90 A System Configuration The system configuration: Pervasive version will be 9.5 and will be provided by Itron along with the MV-90 xi software. NW-90 xi version 2.0 will be configured in a Single PC production environment. The upgrade will take place on the existing workstation. COV will operate the MV-90 xi system in a Single PC production environment with windows interface using xiCOMM to interrogate 5 remote devices. The system will be setup to import approximately 200 meters via HHF import from MVRS on G5 handhelds producing HHF files for import into the MV-90 xi system. The system will be configured to interrogate meters, process data, and create reports. The use of cycles will continue to be used for 4 different groups of 50 devices each. The use of automation would like to be discussed and implemented if applicable in COV's daily workflow. The use of Standard validation practices will continue in the new system. The system will continue to use the Hayes Model 15328c modems to interrogate the devices in the field using direct phone lines for incoming and outgoing calls to meters. The system will continue to communicate with two types of devices which are the SENTINEL and the VECTRON meter. COV would like information on collecting data from GAS devices as well. Itron can provide information while on site to assist with the request. Itron will provide training to 1 person on the functionality of MV-90 xi 2.0 as well as recommended automation and validation processes. Services Provided By signing this SOW, City of Vernon engages Itron, and Itron agrees to provide the following Services: Actit�e�lt�s+r�ti©n �+1iw�ratil s `;Prbvjded , Discuss current system status with COV. Discuss process of migrating MV-90 5.0 to MV-90 xi. Ensure no issues exist that Review current would prohibit successful migration to MV-90 xi. Gain system understanding of business processes, risks, and goals for the None migration. Additionally Itron will review the current database structure onsite and clean up as necessary. Install, migrate, and configure MV-90 xi v2.0 on a Single PC System including Pervasive PSQL v9x engine. This NEW configuration will be a PRODUCTION system. Perform system operational testing of the migrated system to Install, migrate, verify functionality. Testing to be performed in accordance Installed MV-90 xi and configure With the MV-90 xi Installation Checklist (Appendix B of this on a Single PC MV-90 xi document). The checklist included in this appendix is for System reference only. The actual checklist used during the performance of the service will be an electronic document that the Itron Technical Consultant can mark up and comment on as necessary. A final copy will be left with the City of Vernon. Install and Install Pervasive configure Install Pervasive.SQL v9.5 Software Pervasive.SQL Training I Train City of Vernon on the differences and enhancements from I Informal MV-90 v5 to NW-90 xi v2.0. Customer training. Convert Upgraded Custom Custom Convert XF_BDTV.EXE to be compatible with MV-90 xi v2.0 Program Program XF_BDTV,EXE Project Schedule The following table shows the Project tasks for the stated scope of work. Project Plan dates will be adjusted based on the actual start date and given full availability from City of Vernon resources. Expected site visit for task to be delivered is shown at right. This project will be for the approximate hours listed at the bottom of the Est. Hours Column. 1 ) Current system review/work planning discussions. Database inspection I 2 MV 1 and cleanup. Evaluate -90 xi configuration for Production system. Install, migrate, and configure MV-90 xi in a Single PC Production system. Migrate the MV-90 v5.0 databases to MV-90 xi 2.0, verify operations per 2 installation checklist. Assist City of Vernon with testing of various system 14 components and configuration. Includes installation of the Pervasive PSQL v9.5 engine. Assist City of Vernon with GO LIVE event and ensure that system is performing properly in City of Vernon's environment. Informal training on the differences from MV-90 v5 to xi v2.0. 3 Note: Training may be impacted due to time required to merge the systems 8 and install and configure a Production system. 4 1 Travel 1 14 5 1 Convert Custom Program XF_BDTV.EXE I 16 6 1 Project Management 1 2 Est. Total Hours 1 56 f'_ Assumptions This section provides the key assumptions for the MV-90 xi Migration portion of the Project 1. City of Vernon will furnish all facilities and related services at City of Vernon's site that are required by Itron personnel engaged to perform the Services under this SOW. 2. System configuration will be deployed at a minimum by the requirements outlined in Appendix A of this document. 3. City of Vernon agrees to make available MV-90(xi) operations and technical personnel as required to respond to inquiries from the Itron engineer concerning system settings, configuration, and operation. 4. City of Vernon to make available to the Itron engineer physical machine access to all client and server machines associated with the MV-90(xi) system. 5. City of Vernon to make available test or operational field meters for system interrogation and processing tests following the install process 6. City of Vernon to provide Itron login access at ADMINISTRATOR levels to computers and hardware required to carry out tasks listed or have an IT representative available to log into the respective systems. 7. City of Vernon agrees to configure all computer hardware, network infrastructure, and communications required to dial remote devices. 8. The scope of this work covers high-level system testing following the installation. This testing will exercise major system components such as Remote Interrogation, Master File Maintenance, Reports/Graphs, and File Transfer as identified in Appendix B of this document. This is in addition to any testing required by the City of Vernon and developed by City of Vernon personnel. 9. City of Vernon agrees to furnish training facilities as required by Itron including dedicated training space (not shared with other concurrent company work activities), white board and/or tablet space with markers for instructor notations and diagrams, projection equipment (minimum 80OX600 fines of resolution). If this SOW only references informal training, then this type of space is not required. 10. Itron recommends one training computer per student. A minimum of one training computer for every two students is required. If this SOW references only informal training, then this setup is not required. 11. City of Vernon agrees to interrogate field devices with modems that have been tested and verified to work properly with the existing MV-90(xi) system for data retrieval.. New modem types introduced as a part of this service MAY impact schedule and cost. 12. Itron will attempt to verify data communications with each of the meter types in the field during this service visit. Conditions not under the control (including phone line quality, phone system hardware, modem hardware, meter modem configuration, and cell signal quality) of Itron may interfere with or prevent the success of these attempts. Itron will modify MV-90(xi) configuration settings as necessary to attempt to work around any hardware issues encountered but this service visit does not guarantee that all communications with each meter type will be successful. 13. City of Vernon acknowledges that the installation of this software may require machine restart and agrees to allow such restart as may be required. 14. Delivery schedule for these services is based on mutually agreeable times between Itron and the City of Vernon and cannot be confirmed until this SOW is executed between both parties. 15. City of Vernon has in their possession the MV-90 xi Software including the license files as applicable. 16. City of Vernon is responsible to procure, install, and configure all third party software and license required for the performance of this SOW unless otherwise noted within. 17. Appendix C references a transition document used for Support Services and a sign off section for completion of work done on the "project". "h3n5." i 1 M Service Fees & Related Details Fees, Expenses & Payment Total fees for this service are estimated at $9,940.00. This includes on site services, project management, and travel time. Services fees are on a time and materials (T&M) basis at the rate of $190/hour (USD) with the exception of travel which is billable at the rate of $100/hr. Price shown does not include travel and living expenses which will be invoiced at an actual cost basis. The fees also include the fixed fee price of $3,600.00 to convert the custom program XF_BDTV.EXE. Additional hours for this project (outside the planned hours of this SOW) are available to the City of Vernon at the rate of $190/hour for Services and $225 / hour for Programming (Monday - Friday normal working hours) based on availability of staff. No work for this SOW is scoped for weekend or holiday hours. These fees are based upon our recommended engagement approach, staffing levels, scope and timelines as outlined in this SOW. Modifications to any of these factors will result in changes to the proposed fees. Any changes that affect scope, timeline or cost will follow the Change Control Process described in this document. Itron will invoice City of Vernon on a monthly basis for work performed and for costs incurred. If at any point, there is reason to believe that this amount will be exceeded; Itron will immediately notify City of Vernon as to the changes in the estimate and issue a Change Order, which will be approved by City of Vernon. City of Vernon shall pay all taxes, if any, due for Services provided by Itron to City of Vernon under this SOW. Note: We commit to minimizing our expenses wherever possible by taking advantage of advance purchase discounts and corporate travel arrangements. Payment terms are net 30. If City of Vernon issues a purchase order for any specific Services, the terms of this SOW shall govern Itron's performance of such Services and will supersede the terms of City of Vernon purchase orders. Billing Instructions To ensure that Itron has all the correct billing information, please provide the following City of Vernon billing information: Billing Contact Name Billing Contact Phone # (s) Martha Valenzuela, Office Manager 323.583.8811 Billing Contact Email Address I mvalenzuela@ci.vernon.ca.us Billing Address Special Billing Requirements? 4305 South Santa Fe Avenue Vernon CA, 90058 No Change Control Process A Project change order (Change Order) will be the vehicle for communicating changes. The Change Order must describe the change requested, the rationale for the change, the estimated price and the effect the change will have on the Project. All Change Orders must be approved by City of Vernon. If the Change Order, together with the original SOW, exceeds $25,000, Itron may require additional and/or different agreements to be signed. L A Agreement City of Vernon agrees to these terms and authorizes commencement of the Project described in this SOW. City of Vernon Itron Inc. Authorized Signature Printed Name Printed Name PHILIP► Q MEZEY Chief Operating Of 11M North NMI= Title Title AUG 0 1 2DD7 Date Date Please return this signed SOW to: ATTEST: Itron, Inc. 2111 N. Molter Rd. Liberty Lake, WA 99019 MANUEIA GIRON, City Clerk Attn: Contract Administration APPROVED AS TO FORM: Fax: 509-891-3720 JEFF A. HARRISON, City Attorney + i. Software and Hardware Requirements (Minimum) MV-90 xi version 2.0 Software and Hardware Requirements • Pervasive PSQL database: v9 SP2, also known as 9.5 (provided for single PC systems) • All MV-90 A workstations must run the same version and build of Pervasive PSQL. MV-90 xi servers and workstations require the following: PC with 1.2 GHz or higher processor speed Intel Pentium/Celeron family, or AMD K6/Athlon/Duron family, or compatible processor • 512 MB RAM minimum for the Client (1GB or more recommended), and 1 GB RAM minimum for the Server 200 MB available hard disk space (this does not include the space needed for Customer data) 1024x768 (or higher) resolution video adapter and monitor 19" or larger monitor is recommended Note: Higher processor speed and RAM machines are recommended for communication workstations with multi -port serial boards, workstations running the xi Task Service, and workstations running multiple task processors. Note: For communication workstations with a multi -port serial board or workstations running xiTask service, we recommend you use a workstation with a higher processor speed and more RAM than the basic requirements. Perm14-l4i0n=Re4uirir»elrtts . • In order to install and operate MV-90 xi, a certain level of access must be defined within the Windows Operating environment. • The user permissions required are defined below. It should be noted that the administration of system access in a network environment, is easiest when MV-90 xi users are placed in a MV-90 user group. This configuration enables the required server access, and workstation rights for the clients, be given to the entire user group. Instead of trying to configure security for each operator or login id, as the case may be for processing workstations without a specific operator, or for new users, etc. • NW-90 xi and Pervasive.SQL Database Management software must be installed by a user with administrative rights on the PC being configured. • Server Read, Write, Create, Erase and Modify rights should be defined for the MV- 90 xi share point directory and any subdirectories below the share. The same permissions are required to any MV-90 xi defined subdirectory. This would include, but is not limited to the directories\paths defined in System Parameters Workgroup records. • Client\Single PC workstation — Read, Write, Create, Erase and Modify rights on any defined MV-90 xi subdirectory.. MV-90 xi setup allows definition of folders not associated with the MV-90 xi application folder. Examples of directories that might be configured on the client, include the: Temporary \ Work folder, Export folder, Reader folder, and Doc's folder. Read, Write, Create, Erase and Modify rights should also be given to the workstation's Windows subdirectory. • xiComm Client and Multi -Threaded Processing machines — Read, Write, Create, Erase and Modify rights on any defined MV-90 xi subdirectory. MV-90 xi setup allows definition of folders not associated with the NW-90xi application folder. • Examples of directories that might be configured like this include the: Itron MV-90 xi Installation Guide v2.0, New 5 • Temporary\work folder, Export folder, or Reader folder. Also, Read, Write, Create, Erase and Modify rights to the workstation's Windows subdirectory. ....._.........._ . WorkstaV0n C, '0ft�uration: Client (Operations workstations, XiComm and Multi -Threader workstations)\Single PC Workstation — Read, Write, Create and Modify rights are needed to the HKEY_LOCAL _MACHINE>SOFTWARE>ITRON Registry area, including subdirectories. Some configuration settings within MV-90xi are saved in this area of the workstation's registry. Others are defined in the MV-90.ini file. Examples of a process which might require access to the Local Machine Registry area, include the Preferences menu option; Set Number of Processors, and changes to the workstation definition parameters made using the Windows Settings editor found on the System Control menu dropdown. If the user will not have permission to update these parameters, the MV-90 xi Security>Privileges setting for "Configure User Interface" should not be enabled for the operator. • Client (Operations workstations, XiComm and Multi -Threader workstations)\Single PC Workstation — Read, Write, Create and Modify rights should be given to the HKEY_ LOCAL_ MACHINE.>SOFTWARE>ITRON Registry area, including subdirectories. The configuration settings for xiUpdate and xiUpdateClient are stored in this area of the Registry. Additionally, HKEY_ CLASSES_ ROOT, and HKEY_CURRENT_USER registry entries are updated by the component registration that follows the xiUpdateClient process. • If the user will not have permission to read, create or update the necessary parameters, xiUpdateClient should not be configured to startup automatically and begin it's scan for available updates when the users logs on to the workstation. The xiUpdate functionality can still be utilized. However, xiUpdateClient will need to be run by someone with the required access permissions on the workstation. V�'Is�on LAI W Appendix B MV-90 xi 2.0 Installation Checklist Note: The items to be verified may exist in both a new installation, and a migrated system. Items that are only applicable in the case of a migration, have been noted as such. It is only necessary to verify the items that are applicable to your use of MV-90xi. El Verify/compare Task List to previous MV-90. (Migration) (Optional) • Customize a pull -down menu. • Adjust the size of the columns and save Current Task List. • Preferences/Color Codes, change the Transfer Task to dark green. • Preferences/Customize, add and customize Menus and Toolbars. Move the toolbars to a different area on the window. • Fl- Select the F1 key to verify help (use the search engine, click on links, etc.) .4 U7, i fi iffl El Printer Configuration: After defining the ap plicablei Wgteis: through Printer Configuration. - • Go to Reports and Graphs and"prinni , a repq', t an a grapht' the Printer, to Screl pn;-Ana t • Reports and G�api up Mi E' ss' Re Viol 1po_fli' I , � , • Go to Gas Repasts an" t '-0&tt6,,the- Printer, to Screen, I and to.-D s ki i i ❑ Iortl C orlitrol: �i Vies the reports ports and graphs run to Disk. List All By Report 113li List by time, List by Task (utilize the Icons and pun - down menus). 0 Verify the path to the Reports directory is correct. El Verify if Task List has a permanent task to Delete Report Log. If so, run the task. If not, open DB/Log Maintenance and create a new task to delete Reports and run it. 0 Select any graph and right -click to verify the Send To Mail Recipient command works (the graph should be inserted in an e-mail). In the same e-mail of the graph, attach the xicharts.exe and send. Have the recipient download and run the xicharts.exe to view the attached graph. D System Parameters: 0 Select System Parameter options for Operations, File Transfer, TIM Assignments, DST/Holidays, Workstations, Workgroups, User Securihj, and Communications WS (if applicable) field settings compare with old MV-90 System Parameters (Migration) • Operations Validation-Verify/Set Validation Parameters • TIM Assignments -Add a TIM and delete the TIM. EJ TIMAssignments - edit and existing TIM assignment record and check the selection to Update Meter Readings Database. Call a recorder with that device type, Under i Database, Meter Readings, list the entrjes,f6r ihiat"Mand verify that the Meter Readings �verc-, updited. 11 User Securihj-If utilizing ,U - Sepamity, ,i6g= and ; --Aouf as every user. (c�ptipn4 0 TAF Editor: 0- §eI TA'� File im&sellect an existing TAF file. Run thf!foiportTAF"Ffle:siption. Close the screen and verify that T sihg16 thred mks and single workstation tasks were placed a rocessor 1. All other tasks should be placed under PYocessor 0. 0 Cycle Day Maintenance: 0 Select the File pull -down menu and List/ Delete Entries. Select "All" for a specific time period and List to Screen. Verify all current cycles. (Migration) El Add a new Frequency Cycle and Delete it. ... ......_.. ❑ Master File: ❑ List Master File -Run a Brief listing of Combined Files for All IDs. Verify that all IDs are on the report. (Migration) ❑ Master File Maintenance: ❑ Select any Master File by Customer ID and then by Recorder ID. Use the Previous and Next scroll icons. ❑ Add a new Master File with three channels. After it's created, add a fourth channel ❑ Delete the new Master File you just created. ❑ Data Directory: ❑ Select Data Directory Maintenance and any Recorder ID. Verify different selection options (Oldest File First, Calculated Stop Times, and a Filter). , ❑ Verifij Data Files - Check for missing files. (Migration) ❑ Select by Group, By Path (if applicable), By Batch. ❑ Verify the path is correct to the data files. ❑ Switch to the Archive Directory and verify Archived dam` files. ❑ System Operability: ❑ Open Data Directory.�nd right cllcic On, ❑ Select View Valt'd 6'ii' k&&t'or � tli `Disk and view report ❑ V Chick ori4 dtt' zfe Ana v0rifV.tl at Data Editing pulls up the Q- Z' Open Summanj Mapping and verify the Summary IDs show in the selection window. (Migration) ❑ Select the File option to run a List Entries report to verify all Summary IDs and Contributors are listed. (Migration) ❑ TOU Schedules: (if applicable) ❑ Verify all TOU schedules are in the database. (Migration) ❑ Database Utilities: 0 Select and Krunch the CM_Mast.V90 Database. alk m o", K, I IN • DataView: Run a graph • Interactive Graphics: Run a graph • Data Editing: Select any ID and File to verify that all pull -down and icons seem normal. • Gas Reports: Many of these reports have to be tested after data is collected. Run a Battery Change report to verify GUI functionality. After Data Collection, run the other reports and verify • Data Export: Select export type, any ID and File or by Time and run. Verify the file location and the export file looks normal while open. Repeat for all used export types —especially if a custom export program is used. (Check FTP process if applicable). • Flexible Export: Set up a Flexible Export template. Use optio 1A such as: for text values, then verify that the Export.,type defined, is available. Verify values found in the.exp6rie4 file are �h % correct. Verify the naming convention of, thelfile based on thle Export definition. 7 0 Remote InterroO0100: Rulr 9tatu8; ebe*s' 6n peveaujdifferent types of devices. U Runby GiOhip' by'Tatch, by TIM (no need to complete if all appears to` runhiiiinormally). ❑ Im- brt Reader File: Import a new HHF file. (Note: If the.HHF is not p new, go through the motions to verify.) 0 File Import (if applicable): Select the File Import type and import. If the file is not new, go through the motions to verify.) El Inbound Master : Setup an Inbound Master Schedule. Assign at least 1 valid recorder. Verify the Master File was updated with a Call Retrieval Mode of IB (Inbound), and the Inbound Schedule added. 0 Automatic HHF Import (if applicable): Place an HHF file in the HHF folder. Using Windows Explorer, find PRAUTO.EXE in the MV90xi directory and double click on the executable. Verify that the task is scheduled, the data is imported, and the HHF is sequenced and moved to the READER directory. ❑ Run any applicable Logs. ❑ Stranded Data Recovery -Cause a Stranded Data File: Use internet Explorer to verify that the \work\xiRecover subdirectory on the communication workstation to be tested, has been shared. Schedule a Remote Interrogation to that workstation. Disconnect the network connection during the interrogation. Shut down xiComm. Verify that the xiRecover subdirectory has a new .TM1 file, dated for the current date and time. Within a couple of minutes, the Task bar should have the message "Stranded Data on Workstation xx ❑ Stranded Data Recovery - Recover Data into MV-90: Open Database\Data Directory Recover option, click the button at the top for Stranded Data Recover, browse for the Source Dir. A new screen will appear for you to select the workstation with Stranded Data, select the workstation from the dropdown. Verify the Recorder ID expected, is available when requested using "Selection'. O Stranded Data Recovery - Data file Processing: Select the i proper file and Recover. Verify a Validation is run on the data. Review the validation for correct multipliers, UOM's, and number of channels. Verify the data is found in the Data directory. ❑ xiUpdate: Setup xiUpdate,,, and- xiUpdate`,Gjbnt -RO eve updates to the release -from Itron Qu463er Suopo t.; Place the updates in the pdate ,di�eQctory Lse' it pd e to select the client files to be pc t il.__,.-Verirv'that t1 old version of the ed ±o the Rollback directory, and been placed in the Sync directory. ❑ i AUpdateClient: Verify the client machine has xiUpdateClient iconfigured and located in the System Tray. After the configured number of minutes to check for updates, a balloon should display notifying that updates are available for processing. Accept the updates, verify that MVRegutil runs at the end of the process. Verify that the current version of the applications are found in the MV90xi client directory. ❑ CFG Files: If you use CFG files for validation, exports, or other processes (except remote interrogation), verify these processes work correctly with the CFG files in the CFG directory. ❑ Set Number of Processors: Stop task processing and select, Preferences > Set Number of Processors. Set the number to a value greater than 1, but less than or equal to 9. Start task processing and verify that tasks are running on all processors. Appendix C Technical Support Profile This form is intended to facilitate the knowledge transfer of implementation details from services, to the Itron support organization. Please complete this form as completely as possible for Customer Support and return this form attention: Support@ltron.com. <Type your description here> Technical Consultant Name: Project Mgr. Name (if applicable): Service Completion Date: MM/DD/YY System Type (identify all that apply): Itron MDM MV-90 xi Version: ■ Itron MDM MV-WEB Version:' ■ Itron MDM MV-STAR Version: ■ Itron MDM MV-PBS Version: ■ Itron MDM IEE Version: Custom ITRON MDM packages installed: (patches, custom code, etc.) Vernon has set up, remO6I access for Itron, level of training etc— After youx desciiption; `modify the cells below to match the configuration: <Type your description here> `.It rsiori 1,11 ze entation: MOM product implementation: Number of users: Number of Workstations (xiCOMM, MV-90 xi, if applicable) Application Drive Mapping and Directory Structure Layout (i.e. - X:\ MASTER, Y:\EXPORT, Z:\SYSTEM): Type of Application Server (Workserver) Operating System (i.e.-Windows 2003, Windows XP) Does the Customer have a test environment? Yes E] No El Database Platform Pervasive El Oracle El SQL Ej Database Platform Software Version If applicable, please provide the Database I connection information (instance, username, password) Additional Software Installed and pertinent information. For example if Support will have remote connectivity, please list what type, connection info, username, etc... in this section: Training Classes Given (i.e. - MV-90 xi Operator, MV-90 xi Administrator) Additional Implementation Comment-, and/or Lessons Learned (this can include i comments exceptions to standard implementations, Customer environment specific details, etc... q, titk 1nal City of Vernon Contact Listing & Sign off Section Information Requested Company Name Address City of Vernon Administrator Contact Name: Title: Call-back phone number/ extension: Email address: Mailing Address (if different) Additional Comments Operator Name: Title: Email address: Phone: Comments: Itron Consulting Resource sign off signature: City of Vernon sign off signature: COV Input Statement of Work Migration of Single PC Systems from MV-90 v5.0 to MV-90 A v2.0 City of Vernon Created By: Dave Gilland Date Created: August 1, 2007 Version: 1.0 Cbr-,�-uttmzg �,t toana�,ct i6c� 1A Document Controls Change Record Date Author irw Chang6 R ferenGe: June 27, 2007 Dave Gilland 1.0 1 Date Created Reviewers Nance Position; Dave Gilland Manager - Professional Services % is H .1"' spilt Sa -"ITI's from of 2 s W 235 Manitowoc pubhc Connpo'ny ,. n,. inc, c?€;c;{.jr C?t1v?..i- Introduction This Statement of Work (SOW) defines the services (Services) to be performed by Itron Inc. (Itron) for City of Vernon (COV) for the Migration of Single PC Systems from NW-90 v5.0 to MV-90 xi v2.0 (the "Project" ). The Services shall be governed by the terms and conditions of the Professional Service Agreement (PSA) by and between City of Vernon and Itron executed contemporaneously with this SOW. Please provide the Billing Contact information in the Billing Instructions portion of this document prior to faxing the entire document to Itron. ` > q y ,3 { i .et_`. ij'E:ulit�t%44.`i. "Id(, lic L:blli es 4>€.zke_�sc°r 3ti�'g,'t�g t.„�icifnCi l Project Scope City of Vernon Objectives COV would like to engage Itron's Consulting Services to achieve the following objectives: • Install, Migrate and configure MV-90 xi v2.0 for the Production system. • Install, and Configure Pervasive PSQL v9.5 • Train City of Vernon on the differences and enhancements from MV-90 v5 to MV-90 xi v2.0. • Enhance Custom Transfer XF_BDTV.EXE to be compatible with MV-90 xi v2.0 • Instruct COV on the operation of the TCPIP package 1- ,r;,. tiff', e on%u€k'in Ems: ='Ibna ,p o `'e € ., 'ti` _.? L Solution(s) To Be Delivered Current Configuration The system configuration: Current Pervasive version is SQL 2000 Workstation. Current MV-90 version is 5.0 COV is currently operating NW-90 5.0 in a Single PC production environment with windows interface using a single RI-COMM to interrogate 5 remote devices. The system is setup to import approximately 200 meters via HHF import from MVRS on G5 handhelds producing HHF files for import into the NW-90 system. The system is configured to interrogate meters, process data, and create reports. The use of cycles is used for 4 different groups of 50 devices each. There is currently no automation being performed on the data and validation practices are standard. The system currently utilizes Hayes Model 15328c modems to interrogate the devices in the field using direct phone lines for incoming and outgoing calls to meters. The system is currently communicating with two types of devices which are the SENTINEL and the VECTRON meter. MV-90 A System Configuration The system configuration: Pervasive version will be 9.5 and will be provided by Itron along with the MV-90 xi software. MV-90 xi version 2.0 will be configured in a Single PC production environment. The upgrade will take place on the existing workstation. COV will operate the MV-90 xi system in a Single PC production environment with windows interface using xiCOMM to interrogate 5 remote devices. The system will be setup to import approximately 200 meters via HHF import from MVRS on G5 handhelds producing HHF files for import into the MV-90 xi system. The system will be configured to interrogate meters, process data, and create reports. The use of cycles will continue to be used for 4 different groups of 50 devices each. The use of automation would like to be discussed and implemented if applicable in COV's daily workflow. The use of Standard validation practices will continue in the new system. The system will continue to use the Hayes Model 15328c modems to interrogate the devices in the field using direct phone lines for incoming and outgoing calls to meters. The system will continue to communicate with two types of devices which are the SENTINEL and the. VECTRON meter. COV would like information on collecting data from GAS devices as well. Itron can provide information while on site to assist with the request. Itron will provide training to 1 person on the functionality of MV-90 xi 2.0 as well as recommended automation and validation processes. Nliy' ,",it'3Is E2"°C3r `fir€;spy t...r.;32 iiF?r33'?y Col1fidel hal Services Provided By signing this SOW, City of Vernon engages Itron, and Itron agrees to provide the following Services: Discuss current system status with COV. Discuss process of migrating MV-90 5.0 to MV-90 xi. Ensure no issues exist that Review current would prohibit successful migration to MV-90 xi. Gain system understanding of business processes, risks, and goals for the None migration. Additionally Itron will review the current database structure onsite and clean up as necessary. Install, migrate, and configure MV-90 xi v2.0 on a Single PC System including Pervasive PSQL v9x engine. This NEW configuration will be a PRODUCTION system. Perform system operational testing of the migrated system to Install, migrate, verify functionality. Testing to be performed in accordance Installed MV-90 xi and configure with the MV-90 xi Installation Checklist (Appendix B of this on a Single PC MV-90 xi document). The checklist included in this appendix is for System reference only. The actual checklist used during the performance of the service will be an electronic document that the Itron Technical Consultant can mark up and comment on as necessary. A final copy will be left with the City of Vernon. Install and configure Install Pervasive.SQL v9.5 Install Pervasive Pervasive.SQL Software Training I Train City of Vernon on the differences and enhancements from I Informal MV-90 v5 to MV-90 xi v2.0. Customer training. Convert Upgraded Custom Custom Convert XF_BDTV.EXE to be compatible with MV-90 xi v2.0 Program Program I XF_BDTV.EXE Nil r t ff ,f Smgle PC Svstems pr<t 1 'V-qo i.;i r-" ?j' _n >E'?: R rzk> sz u lzti =z'sei a Itron.tn . e , ..,pit ,_ R9 �� cai€r:� �:<tstonto Project Schedule The following table shows the Project tasks for the stated scope of work. Project Plan dates will be adjusted based on the actual start date and given full availability from City of Vernon resources. Expected site visit for task to be delivered is shown at right. This project will be for the approximate hours listed at the bottom of the Est. Hours Column. 1 Current system review/work planning discussions. Database inspection 2 and cleanup. Evaluate MV-90 xi configuration for Production system. Install, migrate, and configure MV-90 xi in a Single PC Production system. Migrate the MV-90 v5.0 databases to MV-90 xi 2.0, verify operations per 2 installation checklist. Assist City of Vernon with testing of various system 14 components and configuration. Includes installation of the Pervasive PSQL v9.5 engine. Assist City of Vernon with GO LIVE event and ensure that system is performing properly in City of Vernon s environment. Informal training on the differences from MV-90 v5 to xi v2.0. 3 Note: Training may be impacted due to time required to merge the systems 8 and install and configure a Production system. 4 1 Travel 1 14 5 Convert Custom Program XF_BDTV.EXE 16 6 Project Management 2 Est. Total Hours I 56 Migration of Strgj:.: lbw. S,--stops from 0 h, ai 2.0 7of 23 Manitowtx. rjublk Ublifies itron, Inc. �c=<€e;r � btu t;� ,.f � €`i ic'<� �.' t ie ;t 1,0 Assumptions This section provides the key assumptions for the MV-90 xi Migration portion of the Project 1. City of Vernon will furnish all facilities and related services at City of Vernon's site that are required by Itron personnel engaged to perform the Services under this SOW. 2. System configuration will be deployed at a minimum by the requirements outlined in Appendix A of this document. 3. City of Vernon agrees to make available MV-90(xi) operations and technical personnel as required to respond to inquiries from the Itron engineer concerning system settings, configuration, and operation. 4. City of Vernon to make available to the Itron engineer physical machine access to all client and server machines associated with the MV-90(xi) system. 5. City of Vernon to make available test or operational field meters for system interrogation and processing tests following the install process 6. City of Vernon to provide Itron login access at ADMINISTRATOR levels to computers and hardware required to carry out tasks listed or have an IT representative available to log into the respective systems. 7. City of Vernon agrees to configure all computer hardware, network infrastructure, and communications required to dial remote devices. 8. The scope of this work covers high-level system testing following the installation. This testing will exercise major system components such as Remote Interrogation, Master File Maintenance, Reports/Graphs, and File Transfer as identified in Appendix B of this document. This is in addition to any testing required by the City of Vernon and developed by City of Vernon personnel. 9. City of Vernon agrees to furnish training facilities as required by Itron including dedicated training space (not shared with other concurrent company work activities), white board and/or tablet space with markers for instructor notations and diagrams, projection equipment (minimum 80OX600 lines of resolution). If this SOW only references informal training, then this type of space is not required. 10. Itron recommends one training computer per student. A minimum of one training computer for every two students is required. If this SOW references only informal training, then this setup is not required. 11. City of Vernon agrees to interrogate field devices with modems that have been tested and verified to work properly with the existing MV-90(xi) system for data retrieval. New modem types introduced as a part of this service MAY impact schedule and cost. 12. Itron will attempt to verify data communications with each of the meter types in the field during this service visit. Conditions not under the control (including phone line quality, phone system hardware, modem hardware, meter modem configuration, and cell signal quality) of Itron may interfere with or prevent the success of these attempts. Itron will modify MV-90(xi) configuration settings as necessary to attempt to work around any hardware issues encountered but this service visit does not guarantee that all communications with each meter type will be successful. 13. City of Vernon acknowledges that the installation of this software may require machine restart and agrees to allow such restart as maybe required. 14. Delivery schedule for these services is based on mutually agreeable times between Itron and the City of Vernon and cannot be confirmed until this SOW is executed between both parties. 15. City of Vernon has in their possession the MV-90 xi Software including the license files as applicable. 16. City of Vernon is responsible to procure, install, and configure all third party software and license required for the performance of this SOW unless otherwise noted within. 17. Appendix C references a transition document used for Support Services and a sign off section for completion of work done on the "project". NI -9i a = Cc ai ,I 1< itt 4 ,° t a .i� t iiitr s ,,'rte�t-;.F'nent of W=.:Erb e, c?nsmf t€t ek % la Fag .h . et a it;e * Service Fees & Related Details Fees, Expenses & Payment Total fees for this service are estimated at $9,940.00. This includes on site services, project management, and travel time. Services fees are on a time and materials (T&M) basis at the rate of $190/hour (USD) with the exception of travel which is billable at the rate of $100/hr. Price shown does not include travel and living expenses which will be invoiced at an actual cost basis. The fees also include the fixed fee price of $3,600.00 to convert the custom program XF_BDTV.EXE. Additional hours for this project (outside the planned hours of this SOW) are available to the City of Vernon at the rate of $190/hour for Services and $225 / hour for Programming (Monday - Friday normal working hours) based on availability of staff. No work for this SOW is scoped for weekend or holiday hours. These fees are based upon our recommended engagement approach, staffing levels, scope and timelines as outlined in this SOW. Modifications to any of these factors will result in changes to the proposed fees. Any changes that affect scope, timeline or cost will follow the Change Control Process described in this document. Itron will invoice City of Vernon on a monthly basis for work performed and for costs incurred. If at any point, there is reason to believe that this amount will be exceeded; Itron will immediately notify City of Vernon as to the changes in the estimate and issue a Change Order, which will be approved by City of Vernon. City of Vernon shall pay all taxes, if any, due for Services provided by Itron to City of Vernon under this SOW. Note: We commit to minimizing our expenses wherever possible by taking advantage of advance purchase discounts and corporate travel arrangements. Payment terms are net 30. If City of Vernon issues a purchase order for any specific Services, the terms of this SOW shall govern Itron s performance of such Services and will supersede the terms of City of Vernon purchase orders. it IV„9:03,i= to Xi 10 9:tf 2_'s Nitanit€ w"s_ Public ubbtie p h(_aate`ni i:f ri=< Erb € is t€� t c'nffi enh al Billing Instructions To ensure that Itron has all the correct billing information, please provide the following City of Vernon billing information: I Billing Contact Name Billing Contact Phone # (s) Billing Contact Email Address Billing Address Special Billing Requirements? Martha Valenzuela, Office Manager 323.583.8811 mvalenzuela@ci.vernon.ca.us 4305 South Santa Fe Avenue Vernon CA, 90058 No Change Control Process A Project change order (Change Order) will be the vehicle for communicating changes. The Change Order must describe the change requested, the rationale for the change, the estimated price and the effect the change will have on the Project. All Change Orders must be approved by City of Vernon. If the Change Order, together with the original SOW, exceeds $25,000, Itron may require additional and/or different agreements to be signed. NIY-90 10 1k Ai 1 u 10 of ZI 'ttzztY.�to ox_ Public Utilities 1 41i?. iti€^. C�'c`?ki4lil E �, 2iiiiz f, `.-it t C it'E ti vv'I;` ion i-o Agreement City of Vernon agrees to these terms and authorizes commencement of the Project described in this SOW. City of Vernon Authoriz d Signature Leonis C. Malburg Printed Name Title Date Please return this signed SOW to: Itron, Inc. 2111 N. Molter Rd. Liberty Lake, WA 99019 Attn: Contract Administration Fax: 509-891-3720 Itron Inc. Printed Name PHIUP Q MEZEY Chief Opemdng Offiot North /fit Title AUG 012007 Date APPROVED S TO FORM: J A. ISON, City Attorney I of ZI t� trtz tc,f4 cx: E' �13zc i t �iti� _. itTF =ate Y of tN"; wk e:-;ompori x t onfiiienhal it .n. Inc, <: err"= ttin" klan ,4 -d ices s Vor''slam i.ti r- Software and Hardware Requirements (Minimum) MV-90 xi version 2.0 Software and Hardware Requirements • Supported Server Operating System: Windows 2003 server • Supported Client/Workstation Operating Systems: Windows XP and Windows 2003 server • Pervasive PSQL database: v9 SP2, also known as 9.5 (provided for single PC systems) • All MV-90 xi workstations must run the same version and build of Pervasive PSQL. MV-90 xi servers and workstations require the following: PC with 1.2 GHz or higher processor speed • Intel Pentium/Celeron family, or AMD K6/Athlon/Duron family, or compatible processor • 512 MB RAM minimum for the Client (1GB or more recommended), and 1 GB RAM minimum for the Server • 200 MB available hard disk space (this does not include the space needed for Customer data) • 1024x768 (or higher) resolution video adapter and monitor • 19" or larger monitor is recommended Note: Higher processor speed and RAM machines are recommended for communication workstations with multi -port serial boards, workstations running the xi Task Service, and workstations running multiple task processors. Note: For communication workstations with a multi -port serial board or workstations running xiTask service, we recommend you use a workstation with a higher processor speed and more RAM than the basic requirements. 'zis_90 10 to .d 10 12of 23 Cbmp�in� Confidential {on, fnc, • In order to install and operate MV-90 xi, a certain level of access must be defined within the Windows Operating environment. • The user permissions required are defined below. It should be noted that the administration of system access in a network environment, is easiest when NW-90 xi users are placed in a NW-90 user group. This configuration enables the required server access, and workstation rights for the clients, be given to the entire user group. Instead of trying to configure security for each operator or login id, as the case may be for processing workstations without a specific operator, or for new users, etc. • NW-90 xi and Pervasive.SQL Database Management software must be installed by a user with administrative rights on the PC being configured. • Server - Read, Write, Create, Erase and Modify rights should be defined for the MV 90 xi share point directory and any subdirectories below the share. The same permissions are required to any MV-90 xi defined subdirectory. This would include, but is not limited to the directories\paths defined in System Parameters Workgroup records. • Client\Single PC workstation — Read, Write, Create, Erase and Modify rights on any defined NW-90 xi subdirectory.. NW-90 xi setup allows definition of folders not associated with the NW-90 xi application folder. Examples of directories that might be configured on the client, include the: Temporary \ Work folder, Export folder, Reader folder, and Doc's folder. Read, Write, Create, Erase and Modify rights should also be given to the workstation's Windows subdirectory. • xiComm Client and Multi -Threaded Processing machines — Read, Write, Create, Erase and Modify rights on any defined NW-90 xi subdirectory. MV-90 xi setup allows definition of folders not associated with the NW-90 xi application folder. • Examples of directories that might be configured like this include the: Itron MV-90 xi Installation Guide v2.0, New 5 • Temporary\work folder, Export folder, or Reader folder. Also, Read, Write, Create, Erase and Modify rights to the workstation's Windows subdirectory. Nfigrab on of sinkt 4 frotm statemera fq Vyor c t �pz a L;t'=a i€i€ r tial Wocftta[rarx • Client (Operations workstations, XiComm and Multi -Threader workstations)\Single PC Workstation — Read, Write, Create and Modify rights are needed to the HKEY_LOCAL_MACHINE>SOFTWARE>ITRON Registry area, including subdirectories. Some configuration settings within MV-90xi are saved in this area of the workstation's registry. Others are defined in the MV-90.ini file. • Examples of a process which might require access to the Local Machine Registry area, include the Preferences menu option; Set Number of Processors, and changes to the workstation definition parameters made using the Windows Settings editor found on the System Control menu dropdown. If the user will not have permission to update these parameters, the NW-90 xi Security>Privileges setting for "Configure User Interface should not be enabled for the operator. vawa tlprlt�?a.x�pr�t acid x�Ulclrnt • Client (Operations workstations, XiComm and Multi -Threader workstations)\Single PC Workstation — Read, Write, Create and Modify rights should be given to the HKEY_LOCAL_MACHINE.>SOFTWARE>ITRON Registry area, including subdirectories. The configuration settings for xiUpdate and xiUpdateClient are stored in this area of the Registry. Additionally, HKEY_CLASSES_ROOT, and HKEY_CURRENT_USER registry entries are updated by the component registration that follows the xiUpdateClient process. • If the user will not have permission to read, create or update the necessary parameters, xiUpdateClient should not be configured to startup automatically and begin it's scan for available updates when the users logs on to the workstation. The xiUpdate functionality can still be utilized. However, xiUpdateClient will need to be run by someone with the required access permissions on the workstation. (^ ------------------ -------...----------- p �.��%-�t°{i iR: ofS.ii�,i �'t- ,. i, t � , i�??,' from I o, 25 Ntanitc?ww Public Utiliiie Statement of, W, wK Cornpany f c,-,Il i€.!€ tial itnon, MV-90 A 2.0 Installation Checklist Note: The items to be verified may exist in both a new installation, and a migrated system. Items that are only applicable in the case of a migration, have been noted as such. It is only necessary to verify the items that are applicable to your use of MV-90xi. 0 Verify/ compare Task List to previous MV-90. (Migration) (Optional) El Customize a puff -down menu. • Adjust the size of the columns and save Current Task List. • Preferences/Color Codes, change the Transfer Task to dark green. El Preferences/Customize, add and customize Menus and Toolbars. Move the toolbars to a different area on the window. 0 Fl- Select the F1 key to verify help (use the search engine, click on links, etc.) �W'3-6001 0 Printer Configuration: After defining the appIlicable prinfeisi through Printer Configuration. 0 Go to Reports and Graphs and, priAit,a repqr� ancj graphitq the Printer, to Screp-ni And wDisk,- El Reports and Girqphssek up an Express Repq� , rU prfs 11 Go to Gas R*oiti4na.1print 1're port tothe Printer, to Screen, �-"end to,Disk- P" El potK,6fitrol- i Vi6yV,tie reports and graphs run to Disk. List All By Report ID KII List by time, List by Task (utilize the Icons and pull - down menus). El Verify the path to the Reports directory is correct. 0 Verify if Task List has a permanent task to Delete Report Log. If so, run the task. If not, open DB/Log Maintenance and create a new task to delete Reports and run it. El Select any graph and right -click to verify the Send To Mail Recipient command works (the graph should be inserted in an e-mail). In the same e-mail of the graph, attach the xicharts.exe and send. Have the recipient download and run the xicharts.exe to view the attached graph. 1\AN'%90'3'0 to, �J' 10 15 of Z� Mamtow"-, Public Uhdib&�? -ment of Mork Comparly Corzftdential ❑ System Parameters: ❑ Select System Parameter options for Operations, File Transfer, TIM Assignments, DST/Holidays, Workstations, Workgroups, User Security, and Communications WS (if applicable) field settings compare with old MV-90 System Parameters (Migration) ❑ Operations \ Validation-Verify/Set Validation Parameters € ❑ TIM Assignments -Add a TIM and delete the TIM. ❑ TIMAssignments edit and existing TIM assignment record and check the selection to Update Meter Readings Database. Call a recorder with that device type. iJ,nder k ` Database, Meter Readings, list the entries fbr that ID and verify that the Meter Readings wer6 updated' ❑ User Security -If utilizing User q ity, log nand out as : l every user. (optional) ❑ TAF Editor: elec i po# T F File and select an existing TAF file. Run the import TAF File4tion. Close the screen and verify that sing10 thread masks and single workstation tasks were placed rieler:'Processor 1. All other tasks should be placed under -rocessor 0. ❑ Cycle Day Maintenance: ❑ Select the File pull -down menu and List/Delete Entries. Select "All" for a specific time period and List to Screen. Verify all current cycles. (Migration) ❑ Add a new Frequency Cycle and Delete it. %` 2,raatst1n } Eunn, Inc.c rmulting a _os €E> 'i.t} ❑ Master File: ❑ List Master File -Run a Brief listing of Combined Files for All IDs. Verify that all IDs are on the report. (Migration) ❑ Master File Maintenance: ❑ Select any Master File by Customer ID and then by Recorder ID. Use the Previous and Next scroll icons. ❑ Add a new Master File with three channels. After it's created, add a fourth channel. El Delete the new Master File you just created. IN Data Editing pulls up the ❑ ` Open Summanj Mapping and verify the Summary IDs show in the selection window. (Migration) ❑ Select the File option to run a List Entries report to verify all Summary IDs and Contributors are listed. (Migration) ❑ TOU Schedules: (if applicable) ❑ Verify all TOU schedules are in the database. (Migration) ❑ Database Utilities: ❑ Select and Krunch the CM Mast.V90 Database. 'N.JV_c ,a 5' 0 to xi 17 of 213 * laruto (x' Public L: tzlstze St att- b ent of i4'f frt Company L`onfi ie=rcttal 0 DataView: Run a graph El Interactive Graphics: Run a graph 0 Data Editing: Select any ID and File to verify that all pull -down and icons seem normal. 1:1 Gas Reports: Many of these reports have to be tested after data is collected. Run a Battery Change report to verify GUI functionality. After Data Collection, run the other reports and verify El Data Export: Select export type, any ID and File or by Time and run. Verify the file location and the export file looks normal while open. Repeat for all used export types — especially if a custom export program is used. (Check FTP process if applicable). 0 Flexible Export: Set up a Flexible Export template. Use optio such as: for text values, then verify that the Exporttj, pe' j defined, is available. Verify values found in the .oxported file are H correct. Verify the naming convention of th file: based co the Export definition. FITT El Remotelrderro ti ga on:1 ❑ P'u11.-Jtatu56e0ksJ Ort.s several different types of devices. - Ruch Group , oy, atch, by TIM (no need to complete if all appears tv n runt u g-horma be Ily). 01i Import Reader File: Import anew HET file. (Note: Ifthe .Hl-lFisnot new, go through the motions to verify.) • File Import (if applicable): Select the File Import type and import. If the file is not new, go through the motions to verify.) • Inbound Master: Setup an Inbound Master Schedule. Assign at least 1 valid recorder. Verify the Master File was updated with a Call Retrieval Mode of III (Inbound), and the Inbound Schedule added. 0 Automatic HHF Import (if applicable): Place an HHF file in the HHF folder. Using Windows Explorer, find PRAUTO.EXE in the MV90xi directory and double click on the executable. Verify that the task is scheduled, the data is imported, and the HHF is sequenced and moved to the READER directory. �Mig,nhon. of Single PC from ''1\--% 310 Xi ax�� IR of a4 Public Utdifi'-�' StatC-tr,cnt tot VVorl, Ccmldmhal �W El Run any applicable Logs. 0 Event Maintenance: El Verify that the Event Reference Database is populated. 0 View the database by Scheduling a known recorder ID with known events, or all recorders for a selected time period known to have events. D Event Reference: Open Event Reference and verify all events being validated. 0 Event Reports: Schedule a report, requesting itifoijnati Event Type. Use one of the event&,aKd Ws above as refE N—lign n ihon of Sin�l�� P Systerns fro, i kpv-% 3,0 toxil('? 19 of Publdc Utilities statelnenoi ridential ❑ Stranded Data Recovery -Cause a Stranded Data File: Use internet Explorer to verify that the \work\xiRecover subdirectory on the communication workstation to be tested, has been shared. Schedule a Remote Interrogation to that workstation. Disconnect the network connection during the interrogation. Shut down xiComm. Verify that the xiRecover subdirectory has a new .TM1 file, dated for the current date and time. Within a couple of minutes, the Task bar should have the message "Stranded Data on Workstation xx" ❑ Stranded Data Recovery - Recover Data into NW-90: Open Database\Data Directory Recover option, click the button at the top for Stranded Data Recover, browse for the Source Dir. A new screen will appear for you to select the workstation with Stranded Data, select the workstation from the dropdown. Verify the Recorder ID expected, is available when requested using "Selection'. ❑ Stranded Data Recovery - Data file Processing: Select the proper file and Recover. Verify a Validation is run on the data. Review the validation for correct multipliers, UOM's, and number of channels. Verify the data is found in the Data directory. ❑ xiUpdate: Setup xiUpdatet;,and %dJpdateCfie' n' . 'Retrieve updates to the release fi m"ftron Custojer`Suppo'Tf; 'lace the updates in the Updates;direetory. LFseml-pd4te` to select the client files to be ypd ted , Verify that tine old version of the ei cted Efrle's Dave ;beep' rnoved,;to the Rollback directory, and that th eurreA version has been placed in the Sync directory. ❑ t xil7ptClient: Verify the client machine has xiUpdateClient configured and located in the System Tray. After the configured number of minutes to check for updates, a balloon should display notifying that updates are available for processing. Accept the updates, verify that MVRegutil runs at the end of the process. Verify that the current version of the applications are found in the MV90xi client directory. ❑ CFG Files: If you use CFG files for validation, exports, or other processes (except remote interrogation), verify these processes work correctly with the CFG files in the CFG directory. ❑ Set Number of Processors: Stop task processing and select, Preferences > Set Number of Processors. Set the number to a value greater than 1, but less than or equal to 9. Start task processing and verify that tasks are running on all processors. �k t1t'F f,at3;i t1` `t%`� i-� ['f '>i Mkt d&4`i tYt)€18 NIV-9010 to xi l 20 411 Nian -v x: Pubhc U'dhtks € -Ma€aa e Appendix C Technical Support Profile This form is intended to facilitate the knowledge transfer of implementation details from services, to the Itron support organization. Please complete this form as completely as possible for Customer Support and return this form attention: Support@ltron.com. <Type your description here> Technical Consultant Name: Project Mgr. Name (if applicable): I Service Completion Date: MM/DD/YY System Type (identify all that apply): Custom TTRON MDM packages installed: (patches, custom code, etc.) ■ Itron MDM MV-90 xi Version: _ ■ Itron MDM NW -WEB Version: ■ Itron MDM MV-STAR Version: ■ Itron MDM MV-PBS Version: ■ Itron MDM IEE Version: <Type your description here> I Nfigrahon n Sint € 4t�3€aa tr: nt — — NIVS431) to -ki ?.t 21 of B M<arute9wcx Puehc: t.Ttllitits to fT'1. IL" -' e.-'on%ulfin `, A-, ?i��a <3ec l ri €`v;CaY s k orsion '1,0 F,� Number of users: Number of Workstations (xiCOMM, MV-90 xi, if applicable) Application Drive Mapping and Directory Structure Layout (i.e. - X:\MASTER, Y:\EXPORT, Z:\SYSTEM): j Type of Application Server (Workserver) Operating System (i.e.-Windows 2003, Windows XP) Does the Customer have a test environment? j Yes ❑ No ❑ Database Platform I Pervasive ❑ Oracle ❑ SQL ❑ Database Platform Software Version If applicable, please provide the Database connection information (instance, username, password) Additional Software Installed and pertinent information. For example if Support will have remote connectivity, please list what type, connection info, username, etc... in this section: Training Classes Given (i.e.'- MV-90 xi Operator, MV-90 xi Administrator) Additional Implementation Comments and/or Lessons Learned (this can include comments exceptions to standard implementations, Customer environment specific details, etc...) j Nfi rE iion tof itt l I tz. €t?4 frijol Nil'-€0'10 tc> ki?,€ Qf'23 Nlat'fitoj'cw Palk Utilities `itahmic rlt of <'o p Inn C s',n idt haj City of Vernon Contact Listing & Sign off Section Information Requested Company Name Address City of Vernon Administrator Contact Name: Title: Call-back phone number/ extension: Email address: Mailing Address (if different) Additional Comments Operator Name: Title: Email address: Phone: Comments: Itron Consulting Resource sign off signature: City of Vernon sign off signature: COV Input Nfigrath)n � 4 Singxk P'C Sys Lei -,,- frorn ns NA`-` , 10 to Xi 2,0 Z, of Z' Mmittlwoc Public Utilities sfilft_mcnt of "A"ork Cu.wart enhal ITRON, INC. Master Professional Services Agreement This PROFESSIONAL SERVICES AGREEMENT ("Agreement") is made as of the date last signed below ("Effective Date") between Itron, Inc., a Washington corporation with principal offices at 2111 N. Molter Road, Liberty Lake, WA 99019 U.S.A. ("Itron"), and City of Vernon, California located at 4305 Santa Fe Avenue, Vernon, CA 90058 ("Customer"). Background Itron is in the business of providing professional services, including, but not limited to, implementation, customization, and training for Itron's energy management software. Customer desires to engage Itron to perform the services as provided in this Agreement. In consideration of the terms and conditions below, Itron and the Customer (individually "Party", together "Parties") agree as follows: 1.0 Definitions 1.1 "Change Order" means a written request, signed by both Parties, for changes in scope, cost or other activities related to a SOW. 1.2 "Change Order Form" means the form specifying the changes or additions to the SOW. 1.3 "Confidential Information" includes, but is not limited to, all confidential, technical and business information relating to the Services, research and development, production and engineering processes, costs, profit or margin information, marketing, production, unreleased products, future business plans, , and any other information or data not previously known that could reasonably be considered confidential or proprietary. 1.4 "Services" means the services specified in the SOW. 1.5 "SOW" means the written Statement of Work signed by both Parties under the terms of this Agreement. 2.0 Scope of Agreement During the term of this Agreement, Itron will provide to Customer the Services described in any written SOW, which specifically details the Services, including but not limited to the deliverables, milestones and corresponding due dates. Prior to performing any Services, Itron and Customer will execute the applicableSOW. No Services are authorized by this Agreement alone. Itron will perform Services only as expressly agreed to between the parties in an SOW. If Customer issues a purchase order for any Services, the terms of this Agreement govern Itron's performance of such services, and supersede the terms of Customer's purchase orders. Changes affecting scope, cost and other activities, mutually agreed upon by the Parties, are implemented by a written Change Order. 3.0 Services Provided Itron, upon request from Customer, will provide Customer with Services at rates, prices and upon other terms as agreed upon in the SOW. The Services may include implementation, upgrades, rate modeling, customization, troubleshooting and training. Itron will perform all Services in accordance with the requirements of this Agreement. 4.0 Payment Terms 4.1 Fees for Services will be billed in US dollars as provided in the SOW, or are done on a time -and - materials basis at rates identified in the SOW, and invoiced within thirty (30) days after completion of the Services. Itron reserves the right to annually adjust Service rates. Each invoice will include sufficient detail, supported by receipts, documentation and other information so Customer may verify the invoice. 4.2 Customer will reimburse Itron, or pay directly, all reasonable and documented travel, lodging and related expenses which are incurred by Itron personnel in performing Services for Customer on Itron Master Professional Services Agreement Page 1 8/1/2007 Customer requested travel. Reimbursable charges for lodging and expenses will not exceed the commercially reasonable rates for the geographic area where the work is performed. 4.3 All amounts payable to Itron will be paid in United States dollars and are net of all sales, use, property related taxes, customs and duties. Service fees are due and payable upon receipt by Customer of a proper invoice. A late payment charge of one and one-half percent (11�) per month (annual rate of eighteen percent) will be added to any amounts more than thirty (30) days past due, which amounts have not been previously disputed, in good faith and in writing within thirty (30) days of the Customer's receipt of invoice. Customer is responsible for any collection costs, including reasonable attorney's fees. 5. Additional Rights and Obligations of the Parties 5.1 Ownership. Itron is a developer of computer software and Itron may use its proprietary software as well as other software properly licensed to Itron in the performance of Services. All software, software enhancements, documentation and other work products of Itron resulting from this Agreement remain the property of Itron. Client may be entitled to use such software, software enhancements, documentation and other work products in accordance with and subject to a Software License Agreement. 5.2 Contact. Each party shall notify the other party of its designated primary contact ("Contact'). To the maximum extent practicable, communications between the parties will be through the parties' Contacts. 5.3 Facility and Personnel Access. Customer agrees to provide Itron reasonable access to its facilities and personnel concerned with the operation of the Software to enable Itron to provide Services. Itron will ensure that all employees or contractors providing Services on Customer's premises comply with Customer's reasonable employee rules of conduct, including but not limited to all security and safety procedures and policies. 5.4 Compliance with Laws. Itron will comply with all local, state and federal laws, ordinances, regulations and orders with respect to its performance of the Services. Itron will provide Customer with such documents and other supporting materials as Customer may reasonably request to evidence Itron's continuing compliance with the provisions in this Section. 5.5 Insurance. Itron, will obtain and maintain in full force and effect, without interruption during the term of the Agreement, the following minimum levels of insurance: 1. Workers' Compensation insurance covering the legal liability of Itron and Employers' liability insurance in the amount of $1,000,000.00; 2. Commercial General Liability insurance in the amount of $2,000,000.00 for any single occurrence; 3. Automobile Liability insurance in the amount of $1,000,000.00 per occurrence; and 4. Errors or Omissions in the amount of $2,000,000. Upon Customer's written request to Itron, Itron will provide Certificates of Insurance evidencing the coverage prescribed by this Section. 6.0 Warranty for Services 6.1 Limited Warranty. Itron warrants that all Services will be performed in a professional and competent manner. Customer must report any deficiencies in the Services to Itron in writing within sixty (60) days of performance of the Services to receive warranty remedies. For breach of this warranty, Itron's sole liability and Customer's exclusive remedy is re -performance of the Services by Itron at no additional cost to Customer. 6.2 Disclaimer. THIS WARRANTY IS EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, REGARDING OR Itron Master Professional Services Agreement Page 2 8/l/2007 RELATING TO ANY SERVICES OR MATERIALS FURNISHED TO CUSTOMER UNDER THIS AGREEMENT. ITRON SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, NON -INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO ALL SUCH SERVICES AND MATERIALS. 7.0 Indemnification 7.1 General Indemnification. Itron will defend or settle (including attorneys' fees), any suit or proceeding brought against Customer to the extent it is based on a claim, arising out of or in connection with any negligent acts or omissions or willful misconduct of Itron in the performance of the Services. 7.2 Infringement Indemnification. Itron will defend or settle (including attorneys' fees) any claim, action or allegation brought against Customer by an unrelated third party that the work product or other materials created or furnished by Itron, infringe any U.S. patent, copyright, trade secret or other proprietary right and will pay any final judgments or settlements.. Customer may not settle or compromise such claim, action or allegation, except with Itron's prior written consent. In the event any such infringement, claim, action or allegation is brought or threatened, Itron will, at its sole option and expense, procure for Customer the right to use the work product or materials or modify, amend or replace the work product or materials, provided they have substantially the same or comparable results. The foregoing obligations do not apply to the extent the infringement arises as a result of modifications to the work product or materials made without Itron's written authorization. 7.3 Conditions. The foregoing indemnities do not apply unless Customer (i) notifies Itron promptly in writing of such claim, (ii) gives Itron the exclusive authority required to defend such claim, and (iii) provides Itron reasonable assistance in defending such claim, at Itron's expense. 7.4 Limitation of Liability. NEITHER PARTY IS LIABLE TO THE OTHER FOR LOSS OF REVENUE OR PROFITS, LOSS OF DATA, INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF THIS AGREEMENT, EVEN IF THE PARTY HAS NOTICE OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF THE NATURE OF THE CAUSE OF ACTION OR THEORY ASSERTED. IN NO EVENT WILL ITRON'S LIABILITY TO CUSTOMER EXCEED THE AMOUNTS CUSTOMER PAID TO ITRON UNDER THIS AGREEMENT. 8.0 Confidential Information 8.1 Scone. Each Party acknowledges that it may acquire information and material that is the other Party's confidential, proprietary or trade secret information. The Parties' respective obligations with respect to Confidential Information also extend to any third party's confidential or proprietary information disclosed to such Party by the other Party in the course of performance of this Agreement. Confidential Information must be identified in writing at the time of disclosure, or, if not identified in writing, based on the circumstances surrounding disclosure, such information should reasonably be considered as confidential or proprietary. 8.2 Use of Confidential Information. Each Party will take all steps reasonably necessary to hold in trust and confidence the other Party's Confidential Information. Each Party must hold such Confidential Information in strict confidence, not to disclose it to third parties or to use it in any way, commercially or otherwise, other than as permitted under this Agreement. Each Party will limit the disclosure of the Confidential Information to employees, or directly related subcontractors with a need to know, who: (i) have been advised of its confidential nature; and (ii) have acknowledged the express obligation to maintain such confidentiality. Customer will indemnify Itron (including, without limitation, attorney's fees and costs) for any breach of the terms of this confidentiality obligation by its employees or third party subcontractors. 8.3 Exceptions Notwithstanding the foregoing, information and material received by one Party from the other Party will not be considered to be Confidential Information if (i) it has been published or is otherwise readily available to the public other than by a breach of this Agreement; (ii) it has Itron Master Professional Services Agreement Page 3 8/l/2007 been rightfully received by the receiving Party from a third party without confidential limitations; (iii) it has been independently developed by the receiving Party by personnel having no access to the Confidential Information; or (iv) it was known to the receiving Party prior to its first receipt from the disclosing Party. If either Party is requested or required to disclose any Confidential Information of the other Party by order of a court, governmental entity, or by applicable law, including public disclosure law, the Party so ordered will provide prompt notice to the other Party so that such Party may obtain appropriate protective orders. 8.4 Injunctive Relief. In the event of actual or threatened breach of the provisions of this Section, the non -breaching Party will not have an adequate remedy at law and will be entitled to immediate injunctive and other equitable relief, without bond and without the necessity of showing actual money damages. 8.5 Notice. In the event either Party knows or should reasonably know that any third party has gained unauthorized access to Confidential Information, the knowing Party must immediately notify the other Party in writing of the full particulars of such access or disclosure. 9.0 Term and Termination 9.1 Term: This initial term of this Agreement is one year, unless earlier terminated in accordance with the provisions of this Agreement. Thereafter, this Agreement automatically renews for successive one (1) year terms unless one Party gives the other Party written notice of its intent not to renew the Agreement at least thirty (30) days prior to the expiration of the then -current Agreement. 9.2 Termination: Either Party may terminate this Agreement for the material breach by the other Party if such material breach remains uncured for thirty (30) days after receipt of written notice from the non -breaching Party, such notice must describe in reasonable detail the nature of the breach. Termination is in addition to any other remedies that may be available to the non - breaching Party. 10.0 General Provisions 10.1 Force Majeure. Neither Party will be responsible for any failure to perform due to unforeseen, non-commercial circumstances beyond its reasonable control, including but not limited to acts of God, war, riot, embargoes, acts of civil or military authorities, fire, floods, earthquakes, accidents, strikes, fuel or energy. In the event of any such delay, any applicable period of time for action by a Party may be deferred for a period of time equal to the time of such delay, except a Party's failure to make any payment when due under this Agreement. 10.2 Notices and Administration Any notice under this Agreement or required by law must be in writing and must be (a) delivered in person, (b) sent by facsimile, (c) sent by first class mail, or (d) sent by overnight air courier, and in each case properly posted and fully prepaid to the appropriate address set forth below. Notices will be considered to have been given at the time of (a) actual delivery in person, (b) upon facsimile confirmation, (c) five (5) business days after deposit in the mail, or (d) one (1) day after delivery to an overnight air courier service. Either Party may change its address for notices by written notice to the other Party in accordance with this Section. Itron: Customer: Itron , Inca City of Vernon 2111 North Molter Road 4305 Santa Fe Avenue Liberty Lake, WA 99010 Vernon, CA 90058 Attn.: Legal Affairs Attn: Legal Department 10.3 NonassignmentBinding Agreement Neither this Agreement, or any rights under this Agreement, may be assigned or otherwise transferred by either Party, in whole or in part without the prior written consent of the other Party. Any requested consent will not be unreasonably withheld or delayed. Consent will not be required in the event of a merger, acquisition, or consolidation of a Party. Subject to the above, this Agreement will bind and benefit the Parties and their respective successors and assigns. Itron Master Professional Services Agreement Page 4 8/1/2007 10.4 Entire Agreement. This Agreement, including any attachments, sets out the entire agreement between the Parties relative to the subject matter of this Agreement and supersedes all prior or contemporaneous agreements or representations, oral or written. This Agreement may not be altered or modified, except by written amendment which expressly refers to this Agreement and which is duly executed by authorized representatives of both Parties. 10.5 Severabilitv. Any provision of this Agreement held to be invalid under applicable law does not render this Agreement invalid as a whole, and such provision will be interpreted so as to best accomplish the intent of the Parties within the limits of applicable law. 10.6 Waiver. The waiver or failure by either party to exercise or enforce any right provided for in this Agreement will not be deemed a waiver of any further rights under this Agreement. 10.7 Applicable Law. This Agreement and its interpretation is governed by the laws of the State of Washington without regard to the choice of law provisions. Any action to enforce any rights under this Agreement must be brought in the State of Washington. 10.8 Publici Itron may include Customer name and logo in its published customer list and on the Itron web site, but will not use Customer's name in any Itron-related press release without Customer's written consent. 10.9 Independent Contractor In connection with this Agreement, each Party is an independent contractor and as such will not have any authority to bind or commit the other. Nothing in this Agreement will be deemed or construed to create a joint venture, partnership or agency relationship between the parties for any purpose. No employee, agent, representative or affiliate of Itron has authority to bind Itron to any oral representations or warranty concerning the Services. Any written representation or warranty not expressly contained in this Agreement will not be enforceable. 10.10 Additional Terms. No terms, provisions or conditions of any purchase order, acknowledgment or other business form that either Party may use in connection with the Services will have any effect on the rights, duties or obligations of the Parties under this Agreement, or otherwise modify this Agreement, regardless of any failure of the other Party to object to such terms, provisions or conditions without Itron's specific written approval. 10.12 No Third Party Beneficiaries. No third party is a beneficiary of any portion of this Agreement INTENDING TO BE BOUND, each Party represents and warrax�ts�t it has -1( necessary power and authority to enter into this Agreement. City of Vernon Author ed Signature ` Leonis C. Malburg Printed Name Title 17 Date ATTEST: MANUELA GIRON, City{Clerk PulLP C. ..EZEY Printed Name Chief Operating Officer Itron North America Title AUG 0 1 2007 Effective Date PROVED S TO FORM: ItA. ISON, City Attorney Itron Master Professional Services Agreement Page 5 8/1/2007 A INV Itr6n ITRON, INC. Software License and Maintenance Agreement This SOFTWARE LICENSE AND MAINTENANCE AGREEMENT ("Agreement") is made as of the date last signed below ("Effective Date") between Itron, Inc., a Washington corporation with principal offices at 2111 N. Molter Road, Liberty Lake, WA 99019 U.S.A. ("Itron"), and City of Vernon, California located at 4305 Santa Fe Avenue, Vernon, CA 90058 ("Customer"). Grant of License. Subject to the terms and conditions of this Agreement, Itron grants to Customer a license to use the software and documentation (collectively "Software") specified in Attachment A. Except as set forth in this Agreement, this license transfers to Customer neither title nor any proprietary or intellectual property rights to the Software. Customer may make a reasonable number of machine-readable copies of the Software for back-up and disaster recovery purposes for non -operational use, subject to the terms and conditions of this Agreement. All authorized copies of the Software must include all trademark, copyright, and other proprietary markings. Use of the Software may require that Customer have certain third party operating systems or supporting software installed and operating properly on its computer system, which are the sole responsibility of the Customer. License Restrictions. Customer must not itself, or through any parent, subsidiary, affiliate, agent or other third party: (i) sell, lease, rent, license, sublicense, or provide the Software to any third party; (ii) decompile, disassemble, or reverse engineer the Software, in whole or in part; (iii) write or develop any derivative software or any other software program based upon the Software; (iv) use the Software as a service bureau unless specifically authorized by Itron in writing; (v) provide, disclose, divulge or make available to, or permit use of the Software by any other party without Itron's prior written consent. The license granted to Customer does not include any rights to the Software source code. License Fees. In consideration of the license granted under this Agreement, Customer must pay Itron the license fee and other amounts specified in Attachment A in US dollars, due and payable within thirty (30) days of receipt of an invoice from Itron. Unless Customer provides Itron with a tax exempt certificate, Customer must pay all sales and use taxes, except those based upon Itron's income, capital, or net worth. Audit. During the term of this Agreement and for one year after termination, Customer must maintain accurate records of its use of the Software. After reasonable written notice, Itron may audit these records during Customer's regular business hours to verify compliance with this Agreement. Limited Warranty. Itron warrants for a period of ninety (90) days from the date of delivery ("Warranty Period") that (i) the media on which the Software is recorded will be free from defects in materials and workmanship under normal use, and (ii) the Software will substantially conform to Itron's published specifications. If during the Warranty Period, the Software does not perform as warranted, Customer must notify Itron in writing of the non-conformance. Itron's entire liability and Customer's sole and exclusive remedy for any breach of the foregoing limited warranty will be, at Itron's option, replacement of the media, repair or replacement of the Software, or refund of the purchase price. This warranty is valid only if Customer has: (i) paid to Itron the appropriate license fees when due, (ii) used the Software on a virus - free computer system for which it was designed, (iii) promptly installed all corrections or enhancements to the Software that Itron makes available to Customer; and (iv) complied with the terms and conditions of this Agreement.Itron does not warrant that the Software will operate uninterrupted or error -free. EXCEPT FOR THE LIMITED WARRANTY SET FORTH ABOVE, ITRON MAKES NO OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY REGARDING OR RELATING TO THE USE OF SOFTWARE OR SERVICES PROVIDED TO CUSTOMER UNDER THIS AGREEMENT. ITRON SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO THE SOFTWARE OR SERVICES. ANY REPRESENTATION OR WARRANTY NOT EXPRESSLY CONTAINED IN THIS AGREEMENT WILL NOT BE ENFORCEABLE. Limitation of Liability. IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY LOSS OF PROFITS, LOSS OF USE, BUSINESS INTERRUPTION, LOSS OF DATA, COST OF COVER OR INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND IN CONNECTION WITH OR ARISING OUT OF THE USE OF THE SOFTWARE OR SERVICES UNDER THIS AGREEMENT, WHETHER ALLEGED AS A BREACH OF CONTRACT OR TORT (INCLUDING NEGLIGENCE OR STRICT PRODUCT LIABILITY). THIS LIMITATION SHALL APPLY EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EXCEPT TO THE EXTENT OF DAMAGES DUE TO DEATH, PERSONAL INJURY AND TANGIBLE PERSONAL PROPERTY DAMAGE CAUSED DIRECTLY BY A PARTY'S GROSS NEGLIGENCE OR WILFULL MISCONDUCT, OR THE PARTIES' OBLIGATIONS AS SET FORTH IN THE INFRINGEMENT INDEMNITY OR CONFIDENTIALITY Page 1 t PROVISIONS BELOW, IN NO EVENT WILL EITHER PARTY'S LIABILITY TO THE OTHER FOR DAMAGES EXCEED THE LICENSE FEES PAID BY CUSTOMER TO ITRON UNDER THIS AGREEMENT. ITRON'S PRICING REFLECTS THIS ALLOCATION OF RISKS AND LIMITATION OF LIABILITY. Maintenance. Itron will provide the maintenance services ("Maintenance") described at URL http://www.itron.com/policies/software maint.asp. ("Maintenance Policy") for the initial annual term, provided that Customer pays the applicable annual Maintenance fees. Itron will invoice Customer for annual Maintenance renewal sixty (60) days prior to the expiration of then -current Maintenance term. Itron may increase Maintnenance fees annually, upon renewal, but in no event more than 5% of previous years' Maintenance fee for a like configuration of the Software. Customer may renew Maintenance by paying the renewal invoice. If Maintenance lapses, Customer may be subject to a reinstatement fee. Customer may obtain services not covered under the Maintenance Policy for an hourly fee, at Itron's then -current professional services rates. Termination. This Agreement will take effect on the Effective Date and will remain in force unless terminated in accordance with the terms of this Agreement. Either party may terminate this Agreement for the breach of any material term by the other party if such breach remains uncured for thirty (30) days after receipt of written notice, describing in reasonable detail the nature of the breach. Such termination shall be in addition to any other remedies that may be available to the non -breaching party. Itron may terminate this Agreement automatically, with no further action, if Customer breaches any material obligation related to Itron's proprietary rights. Provided all applicable fees have been paid in full, Customer may terminate this Agreement at the end of any Maintenance term. Rights and obligations under this Agreement, which by their nature, should survive, will remain in effect after termination. If terminated for Customer's breach or at Customer's request, Customer shall promptly return to Itron or destroy all copies of the Software. Confidentiality. Confidential Information includes, but is not limited to, either party's confidential, technical, business and customer information and any other information or data not previously known that could reasonably be considered confidential or proprietary. Each Party shall take all steps reasonably necessary to hold in confidence the other party's (or third party's) Confidential Information and will limit the disclosure of Confidential Information to employees or subcontractors with a need to know who have acknowledged the express obligation to maintain such confidentiality. Confidential Information does not include information that (i) is readily available to the public other than by a breach of this Agreement; or (ii) is previously known or received from a third party without restriction, or (iii) independently developed by the receiving party without use of the Confidential Information. Nothing in this Agreement will prevent a party from disclosing Confidential Information as required by law. Infrineement Indemnity. Itron will, at its expense, defend or settle any claim or action brought against Customer by an unrelated third party that the Software infringes any U.S. patent, copyright, trade secret or other non -patent proprietary right and pay any final judgments or settlements; provided that Customer (i) notifies Itron promptly in writing of such claim, (ii) gives Itron the exclusive authority required to defend such claim, and (iii) provides Itron reasonable assistance in defending such claim, at Itron's expense. Customer may not settle or compromise such claim or action, except with the prior written consent of Itron. These obligations will not apply to the extent the infringement arises as a result of a combination of the Software with products not provided or authorized by Itron in writing, modifications to the Software made by any party other than Itron, a duly authorized representative of Itron or as authorized by Itron in writing. If any such infringement, claim or action is brought or threatened, Itron will, at its sole option and expense: (a) procure for Customer the right to continue using the Software; or (b) modify or amend the Software, provided that such modified Software will have substantially the same or comparable capabilities, or replace the Software with other software having substantially the same or comparable capabilities; or, if neither of the foregoing is commercially practicable, (c) terminate this Agreement and repay Customer a portion, if any, of the License Fee based on four year straight line amortization. If terminated, the parties will be released from any further obligation under this Agreement, except for obligations that survive termination. THE FOREGOING STATES ITRON'S ENTIRE LIABILITY AND CUSTOMER'S SOLE AND EXCLUSIVE REMEDY WITH RESPECT TO INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OR LICENSES GRANTED UNDER THIS AGREEMENT. Export Restrictions. Customer shall not, directly or indirectly, export or transmit the Software to any country to which such export or transmission is prohibited by any applicable United States regulation or statute. Contracts with U.S. Government Agencies. If acquired by or on behalf of a civilian agency, the U.S. Government acquires this commercial computer software and/or commercial computer software documentation subject to the terms of this Agreement and applicable federal law. Force Maieure. Neither party shall be responsible for any failure to perform due to unforeseen, non-commercial circumstances beyond its reasonable control. Non -assignment/ Binding Agreement. Neither this Agreement nor any rights under this Agreement may be assigned or otherwise transferred by either party, in whole or in part without the prior written consent of the other party, which consent shall not be unreasonably withheld or delayed. Such consent shall not be required in the event of merger, acquisition, or consolidation of a party or restructuring of a Customer as a result of regulatory requirements. Subject to the foregoing, this Agreement will bind and benefit the parties and their respective successors and assigns. Limitation. Any cause of action related to this Agreement must be brought within two (2) year after the party knew or reasonably Page 2 should have known of the claimed breach. Independent Contractor. In connection with this Agreement, each party is an independent contractor and will have no authority to bind or commit the other. No third party is a beneficiary of any portion of this Agreement. Entire Agreement. This Agreement, including any attachments, sets out the entire agreement between the parties relative to its subject matter and supersedes all prior or contemporaneous agreements or representations, oral or written. This Agreement may not be altered or modified, except by executed written amendment. Any waiver of a party's rights or remedies under this Agreement must be in writing to be effective. No terms or conditions of any purchase order or other business form will have any effect on the rights or obligations of the parties under this Agreement. INTENDING TO BE BOUND, each party represents and warrants that it has all necessary power and authority to enter into this Agreement. Customer: City of Vernon Itron, By - ` By eonis C. M Iburg Name Name Title P-4 VD t- Title Date ��(� -7 Date ATTE T: MANUELA GIRON, City Clerk ASi1r0 FORM: , City Attorney AUG 01 2007 (Effective Date) Page 3 ATTACHMENT A TO THE SOFTWARE LICENSE AND MAINTENANCE AGREEMENT 1. Definitions "Meter" means a single interval data recording device storing one or more measured quantities at a single point of energy or commodity transfer on an electric, gas or water system. Where a recording device stores measured quantities from multiple points of energy or commodity transfer, it shall be considered as using multiple meters, for purposes of meter count in the use of the Software. "Test Database Installation" means a single installation of the Software using a single instance of the Software database. Such installation can only be used to verify the correct installation, operation and integration of the Software and/or components. 2. Software Itron grants to Customer a nontransferable, limited, perpetual, nonexclusive license to use the following Software in object code form only, and any enhancements, improvements or modifications to the Software, if and when provided by Itron, in accordance with this Agreement. Software' Maximum License Operating Systems or One Time Maintenance Annual Usage Terms Supporting Software License Feel Effective Maintenance Date Feet MV-90xi Single PC Up to 500 See 1 MS — Windows 2000 $35,250.00 Agreement $6,345.00 License Migration Meters Below OS Effective Date MV-90xi Discount -S 17,625.00 TCP/IP To be used with No Charge Agreement $450.00 MV90xi Effective Date Subtotal $17,625.00 $6,795.00 Total 1 $24,420.00 `Customer is upgrading its current MV-90 license to MV-90xi. This Agreement replaces and supersedes the original MV-90 License Agreement. ZDue and payable upon Agreement execution. 1. MV-90xi Single PC License - Customer is authorized to install one (1) instance of the Software on one PC using one instance of the Software database. The Software may only be accessed by employees of Customer and solely for its intended purpose: to read and program Meters, registers, and recorders and to process data retrieved from such devices for internal business purposes. Customer may install a single instance of a Test Database Installation. The Software may not be installed on a computer that is not part of the Customer's computer network. Page 4 t Ship Software to: Send Invoices to: Software Shipment and Billing Information Contact Name: Address: City / State / Zip: Phone Number: email Address: Contact Name: Address: City / State / Zip: Phone Number: Fax Number: Will a PO be issued to cover this Software License? Yes No # If known Page 5 RISK 14ANAGEMENT OFFICE INTER -DEPARTMENT MEMORANDUM DATE: August 31, 2007 TO: Nelly Giron City Clerk FROM: Willard G. Yamaguchi Chief Deputy City Attorney/Risk-Manager Vj RE: Itron, Inc. Please be advised that the above referenced has provided acceptable insurance coverage. Attached for your retention are original insurance certificates and related policies, -declarations anti/or endorsements for the above -referenced insured that were issued by: • American Name Assurance (General Liability) • St. Paul Fire & Marine Ins. Co. (Automobile Liability) • National Union Fire Ins of PA (Excess Liability) • American Int'1 Specialty Lines (Electronic E & 0) • Phoenix Insurance Co (Workers Compensation) This concerns Resolution No. 9370. WY/kr cc: Debby Nirkeus A�'a/3t?, CERTIFICATE OF LIABILITY INSURANCE DATEtBM1Z9/Da7YI Dw;cER 509-358-3800 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION Wells Fargo Insurance ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE Services ! CAL#4531007 HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR 6fl1 W. Main Ave. Suite 1400 ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. I Spokane, WA 99201 INSURERS AFFORDING COVERAGE i INSURED Itrorl, Inc. et al Attn. Tony Klutz 2111 N. Moller Road Liberty Lake WA 99019 INSURER A: American Home Assurance INSURER. 9. St Paul Fire & Marine Ins. Co. j INSURER G: National Union Fire Ins of PA I INSURER D: American Intl Spec. Lines i INSURER E: IsTtFl3TTei�9 THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. POLICY ELECTIVE ' POUCY EXPIRATION TYPE OF INSURANCE POLICY NUMBER AT M Yt # AT MM .'Y UMrTS A I GENERAL LIABILITY 1 GL 7218366 j 8131 /07 8,"31 f08 I EACH DCCURRE_NCE` t i Z000000 1� LCCNsMERCIAL GENL-RAL LlAFI1,J7Y i G9RE DAMAGE {All} bne fo �) 111 L� GLA1tJ15 MADE X { C CUR 1 ! IJ'GD EXF iAny o .e personr 5, = GG _.. - FRSONAL & ADV INJJRY .... �qfi faG GENERA: AGGREGATE is uEN'L AGGREGATE LfPA T A-PLI„S PER 'PRODUCTS CONTFJOP AGG it f R0- _ ! �' PCU' J_C? i LG' B AUTOMOBILE LIABILITY TE08400864 8131107 8i31 log � I E j Dt�aiNED SINGLE LIMIT 1 x'} I ANY AUTO � i - 2 e[C�4t?rKI 4 1GG44GG ALL OWNED AUTOSDOILY 1 INJURY 1 I SCHECULED AUTOS 1 To, rI svo i fX HIRED AUTOS ' X, 1 NON -OWNED AU OS i Y FD c . AM PPER'-l' DAMAGE a Cig4n:1 i p GARAGE LIABILITY ' ...,� AU'r. . CNLI - FA ACC!DEN! u� � < 7 ANY AUTC EA ACC 1 $ F 1 CTHER T I-AN_— j i AUTO O%'..Y: AGG C 1LtTY : 9635165 5 $131 tO! Si31.'OS OCCURRENCE ��. XC OCCUR r AMA MA OF ! AGGREGATE I i DEDUCTtSLE- ' x RETENTION 5 WORKERSCOMP COMPENSATION AND I WC STAT U- sGTH-I EMPLOYERS' LJA31UTY I E L FACE: ACCIDENT �— j f f 1 i E.L. DISEASE - EA EMPLOYEE 1i 5 i I E.L. DISEASE - POLICY LIMIT D OTHER 001086100 8f31107 i 8131 <'08 ELECTRONIC E & 0 $25,DOO,OOC LIMIT { "CLAIMS MADE" $1,000,000 RETENTION DESCRIPTION OF OPERA'IONSILOCATtONSIYEHICLESIi Y.CLUSiONS ADDED BY ENDORSEMENTISPECIAL PROVSIONS CITY OF VERNON IS ADDITIONAL INSURED AS REQUIRED BY WRITTEN CONTRACT AS RESPECTS: RESOLUTION #9370 CONTRACT t.En I II'I1rK I L nvLucn 1 ADDITIONAL INSURED; INSURER LETTER: t:ANL;t:LLA I IV N CITY OF VERNON SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, THE ISSUING INSURER WILL ENDEAVOR TO MAIL 30 DAYS WRITTEN ATTN. RISK MANAGEMENT NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT. BUT FAILURE TO DO $O SHALL 4305 SANTA FE AVENUE IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE INSURER. ITS AGENTS OR VERNON, CA 90058 REPRESErNTATIVES. AUTHORIZED R rvE if t . ^.... �.- -- ,1 1 i_..I; ic;At.VKU VVKYVKAIfVRI 15tSt3 AGORD,M CERTIFICATE OF- LIABILITY INSURANCE °AT08/16//07 PRODUCER 509-358-3800 Wells Fargo Insurance THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE Services / CAL#0531007 601 W. Main Ave. Suite 1400 HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. Spokane, WA 99201 INSURERS AFFORDING COVERAGE INSURED Itron, Inc. et al INSURER A: St Paul Fire & Marine Ins. CO. - --- - - -- INSURER B: Phoenix Insurance CO.; Attn.- Tony Klutz INSURER C: 21r1 1 N. Molter Road INSURER Liberty Lake WA 99019 E: INSURER E: L,LJ V GKAlata - - THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE POLICY NUMBER POLICY EFFECTIVE A POLICY EXPIRATION DD LIMITS A GENERAL LIABILITY X COMMERCIAL GENERAL LIABILITY CLAIMS MADE D OCCUR TE08400864 I 8/31 /06 8/31 /07 EACH OCCURRENCE S 1000000 FIRE DAMAGE (Any one fire) S 250000 MED EXP (Any one person) 10000 PERSONAL & ADV INJURY _$_ $ 1000000 X GENERAL AGGREGATE $ 2000000 GEN'L AGGREGATE LIMIT APPLIES PER: POLICY 7 PRO )( LOC PRODUCTS - COMP/OP AGG $ 2000000 A AUTOMOBILE LIABILITY ANY AUTO ALL OWNED AUTOS SCHEDULED AUTOS HIRED AUTOS NON -OWNED AUTOS TE08400864 I 8131 /06 . j ! i - j 8/31 /07 _ i_.. .. COMBINED SINGLE LIMIT �S (Ea accident). - - 1000000 I )( BODILY INJURY (Per person) _. ... I S X BODILY INJURY (Per accident) S _........ .. _. PROPERTY DAMAGE (Per accident) $ GARAGE LIABILITY ANY AUTO i AUTO ONLY - EA ACCIDENT $ OTHER THAN EA ACC AUTO ONLY: qGG $ _ $ A EXCESS LIABILITY �— OCCUR CLAIMS MADE X DEDUCTIBLE 10000 RETENTION $ f TE08400864 8/31 /06 8131 /07 i EACH OCCURRENCE $ 25000000 AGGREGATE $ 25000000 S $ $ B I WORKERS COMPENSATION AND � I. EMPLOYERS' LIABILITY j _ HC2NuB 7 i 1 9C 7 - - 1 0/0 1 /06 1 0l01 /07 - WC STATU- OTH I X I TORY LIMITS I I" ER_ 1 E.L. EACH ACCIDENT $ 1000000 E.L. DISEASE - EA EMPLOYEE $ 1000000 E.L. DISEASE - POLICY LIMIT S 1000000 A OTHER ELECTRONIC E & O � "CLAIMS MADE" TE08400864 i 8/31 /06 I I 8/31 /07 1,000,000 LIMIT 100,000 DEDUCTIBLE DESCRIPTION OF OPERATIONS/LOCATIONSNEHICLES/EXCLUSIONS ADDED BY ENDORSEMENT/SPECIAL PROVISIONS CITY OF VERNON IS ADDITIONAL INSURED AS REQUIRED BY WRITTEN CONTRACT AS RESPECTS: RESOLUTION #9370 CONTRACT I AVUIIIUNAL INSURED; INSURER LETTER: GAIVLrtLLAIIVFV CITY OF VERNON SHOULD ANY OF THE. ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, THE ISSUING INSURER WILL ENDEAVOR TO MAIL 30 DAYS WRITTEN ATTN. RISK MANAGEMENT NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, BUT FAILURE TO DO SO SHALL 4305 SANTA FE AVENUE { IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE INSURER, ITS AGENTS OR VERNON, CA 90058 1 REPRESENTATIVES. AUTHORIZED REPR IVE 000, ACORD 25-S (7/971 A^^mm THIS ENDORSEMENT CHANGES THE POLICY, PLEASE READ IT CAREFULLY. ENDORSEMENT This endorsement, 'e ective 12:01 forms a part of Policy t GL 7218366 No. GL 7218356 issued to !TRON, INC. ET Al cY AMERICAN HOME ASSURANCE ADDiTiCNAL INSURED - WHERE REQUIRED UNDER CONTRACT OR AGREEMENT Then endorsa.mend mode, -',=es i,nsu'ra,,7 e; roweled under i)�e Tfl'l�r✓ir?c: C0MklEFCIAL LENERAI :i.4BII_I Y C0 V Er;AGE Z CRM Section If - Who is an Insured, i., ;s amemded to add: f? Any peTs,:- or orgaiiiza ,on to vrtom you be:ome Gu i^at Q tc. .",clude as an additional insured under this poiicL', as a result of any C n;tract or C v, Ce I:e.I: J-� enter i i'.. lon reu 1'e:.; yri .1 iJ . ..:r t S l.rci E iG a person or croanization of li�.i, ly i�v pe provided IL`y l7�,,,,i iiiv policy, b-it of i y 'v11 ilh respect tc liability a'isinC cL of your operations or prem',ses iownied dV cr r8^led t- `v'o` I"}G'✓vcV�r, ?` 8 .;,vUra ?Ce pro`s' d"� vv"`' not exceed t'?e lesser of: i , I he C: v eraae cn ice; 1i niL a^f this policy, or 2, i!�e Coverage and/or limits reQL,red by sail Contract or agreem.ert. AUG-31-2007 15:20 ACORDIA 3583826 P.02/02 ®4305 Santa Fe Avenue, D Vemon, CaUfornia90058 Telephone (323) 583-8811 TO AGENT: --A?' PATTERSON AGENCY: wells F_a eo Insurance Services NW. Inc FAXNO: 509-358-3937 TELNO: FROM: 509-358-3971 Re Insured: _ Itron. Inc -- Date: $51/07 The City of Vernoa requires that insurance agents for all of its vendors provide a signed statement that the following policies are in force at this time: Type orcovaage Insurance Policy No, Effective Dace and Aggregate La-myaw Ex piration Date Limits Commercial General AMERICAN GL7218366 8-31-07-08 4,000,000 Liab' HOME Business Auto LiabiW ST. PA,UL TE08400864 8/31/07-0$ 1,000,000 Wo*en' HC2NUB7119 Compensation PHOENIX 0 06-07 1 000 000 Excess/Umbrella or Professional LjobilM NTL_UNION 9835165 8/31/07-08 25, 000, 000 List any major exchmions: PA1' PATTERSON A Name (P P ' ) Date Agents Signature Aoceptaace of Facsimile Signatures. The parties agree that this Release will be considered signed when the signature of a parry is delivered by facsimile transmission. such facsimile sisgnattae sbWl be treated in all respects as baving the same effect as an original signature. Original documents to follow. TOTAL P.02 AUG-31-2007 15:29 ACORDIA 3583826 P.02 V 4305 Santa Fe ,Avenue, Vernon, California 90058 Telephone (323) 583-8811 TO AGENT: PAT PATTERSON AGENCY: Wells Faro Insuranee Services NW Inc FAXNTO; 509-358-3937 TELNO: 509-358-3971 FROM: Re Insured: _xt enjoe Date: W1/07 The City of Vernoxi requires that insurance agents for ail of its vendors provide a signed statement that the f0li0wiU9 policies are in force at this time: Type of coverage bws cc— Policy No. -Effective Date and Aggregate col-xga-py Explildon Date Limits ia'General Liability Ai?'IERICAN GL7218366 8-31-07-08 4,000,000 H ME Business Auto Liability ST.PAUL TE08400864 8/31/07-08 1,000,000 Workers' Compensation PHOENIX HC2NUB7119 Excess/Umbrella or -07 1 000 000 Professional Liability_NTL. UNION 9835165 8/31/07-08 25,000,000 o rsiv 1.7rs,4. VULUODIVV a/.51/U/-Vd d5,000,UUU List any major exclusions• PAT PATTERSON �- � ( - Q7 Ag Name(P p ' ) late Agents Signature Acceptance of Tacsimile Signatures. The parties agree that this Release will be considered signed when the signature of a party is dauvered by facsimile transmission. Such facsimile signature shall be treated in all respects as having the same effect as an original signature. Original documents to follow. TOTAL P.02 Bests Rating Center Company Information for American Home Assurance Company Page 1 of 2 View Ratings: Financial Strength issuer Credit Securities Advanced Search American Home Assurance Company (a Member of American International Group Intl AXIllest *102034 NAtC OF:19M FM #: 136124M Address: 70 Pine Street Phone: 212-770-7000 New York, NY 10270 Web: www.aig.com Best's Ratings Financial Strength Ratings View Definitions Rating: A+ (Superior) Affiliation Code: p (Pooled) Financial Size Category: XV ($2 Billion or greater) Outlook Stable Action: Affirmed Effective Date: June 13, 2007 * Denotes Under Review Bests Rafings Other Web Centers: Select One Print this pa Assigned to companies that inns have, in our opinion, a superior ability to meet their ongoing n ij T obligations to policyholders issuer Credit Ratings Yew Definitions Long-Term:aa- Outlook: Stable Action: Affirmed Date: June 13, 2007 Reports and News Visit our NewsRoom for the latest news and press releases for this company and its A.M. Best Group. Bests Company Report - includes Best's Financial Strength Rating and rationale akxtg with comprehensive analytical commentary, detailed business overview and key financial data. _..!' Report Revision Date: 07/18/2007 (represents the latest sigri0icant change). Historical Reports are available in Best's Company Report Archive. __ } Best's Executive Summary Reports (financial Overview) - available in three versions, these presentation ��Fstyle reports feature balance sheet, income statement, key financial performance tests including profitability, -' liquidity and reserve analysis. Data Status: 2007 Best's Statement File - P/C, US. Contains data compiled as of 8/30/2007 (duality cross Checked). • Single Company - five years of financial data specifically on this company. • Comparison - side -by -side financial analysis of this company with a peer group of up to five other companies you select. • C�site - evaluate this company's financials against a peer group composite. Report displays both the average and total composite of your selected peer group. F- AMB Credit Report - Business Professional - provides three years of key financial data presented with 1 10 colorful charts and tables. Each report also features the latest Best's Ratings, Rating Rationale and an excerpt - - from our Business Review commentary. Data Status: Contains data compiled as of 8/30i2007 (duality Cross checked). Best's Key Rating Guide Presentation Report- includes Best's Financial Strength Rating and financial data as provided in Best's Key Rating Guide products. -' Data Status: 2006 Financial Data (duality cross checked). Financial and Analytical Products Best's Property/Casualty Center - Premium Data & Reports Best's Key Rating Guide - P/C US & Canada Best's Statement File - P/C US Best's Statement File - Global Best's Insurance Reports_- P/C. US & Canada Best's State Line - P/C. US http:/lwww3 . ambest.com/ratings/FullProfile. asp?B1=0&AMBNum=2034&A1tSrc=1 &AltNum=&URATI... 8/31 /2007 Best's Rating Center - Company Information for American Intemat Specialty Lines Ins Co Page I of 2 View Ratings: Financial Strength Issuer Credit Securities Advanced Search American lnternat Specialty Lines Ins Co (a member of American Intemational Group Inct A.11 Best * 03M "AtC #: FM # O Od6 Address: 70 Pine Street Phone: 212-770-7000 New York, NY 10270 Web: www.aig.com BesVs Ratings Financial Strength Ratings View Definitions Rating: A+ (Superior) Affiliation Code: g (Group) Financial Size Category: XV ($2 Billion or greater) Outlook Stable Action: Affirmed Effective Date: June 13, 2007 * Denotes Under Review Best's Ratings Other Web Centers: Select One IQ Print this pa Assigned to companies that F have, in our opinion, a supenor,� ability to meet their ongoing i obligations to policyholders. issuer Credit Ratings View Definitions Long-Term:aa- Outlook: Stable Action: Affirmed Date: June 13, 2007 Reports and News Visit our NewsRoom for the latest news and press releases for this company and its A.M. Best Group. Best's Company Report- includes Best's Financial Strength Rating and rationale along with comprehensive analytical commentary, detailed business overview and key financial data. Report Revision Date: 07/182007 (represents the latest significant char"). Historical Reports are available in Best's Company Report Archive. Best's Executive Summary Reports (Financial Overview) - available in three versions, these presentation style reports feature balance sheet, income statement, key financial performance tests including profitability, liquidity and reserve analysis. Data Status: 2007 Best's Statement File - P/C, US. Contains data compiled as of 8/30/2007 (duality cross Checked). • Single Company - five years of financial data specifically on this company. • Comparison - side -by -side financial analysis of this company with a peer group of up to five other companies you select. • Composite - evaluate this company's financials against a peer group composite. Report displays both the average and total composite of your selected peer group. i AMB Credit Report - Business Professional - provides three years of key financial data presented with P_P!:!1; colorful charts and tables. Each report also features the latest Bests Ratings, Rating Rationale and an excerpt from our Business Review commentary. Data Status: Contains data compiled as of 8/30/2007 (duality cross checked). Best's Key Rating Guide Presentation Rely - includes Best's Financial Strength Rating and financial data was provided in Best's Key Rating Guide products. Data Status: 2006 Financial Data (duality cross Checked). Financial and Analytical Products Best's Property/Casualty Center - Premium Data & Reports Best's Key Rating Guide - P/C US & Canada Best's Statement File - P/C, US Best's Statement File - Global Best's Insurance Reports - P/C. US & Canada Best's State Line - P/C. US http://www3.ambest.com/ratingsIFullProfile.asp?B1=0&A MNum=3535&A1tSrc=1&A1tNum=&URATI... 8/31/2007