MASTER SALES AGREEMENT - GENERAL TERMS AND CONDITIONSDocuSign Envelope ID: C1403BAD-273F-466D-91 D2-F5174B3F30BA
/iron
Itr�"n
Received
\iOV 162018
City Attorney
Agreement No.: 00020865.0
MASTER SALES AGREEMENT
General Terms and Conditions
This Master Sales Agreement (this "Agreement") is made between Itron, Inc. an entity organized
under the laws of Washington having an address at 2111 N. Molter Road, Liberty Lake, WA
99019, USA ("Itron") and City of Clearwater, Florida, an entity organized under the laws of Florida,
having an address at 100 S Myrtle Avenue, Clearwater, FL 33756-5520 US ("Customer") on
11/1/2018 ("Effective Date").
1. Introduction.
1.1. Scope and Structure. This Agreement applies to certain products and services provided
by Itron to Customer and consists of these General Terms and Conditions, Addenda,
Qrder Documents and Statements of Work.
1.2. General Terms and Conditions. These General Terms and Conditions contain terms
and conditions that are generally applicable to all products and services provided by Itron
to Customer under this Agreement.
1.3. Addenda. Addenda contain supplemental terms and conditions applicable to certain
categories of products and services. Addenda incorporated into this Agreement on the
Effective Date are identified on the Attachment Schedule. The Parties may add Addenda
to this Agreement by written amendment after the Effective Date.
1.4. Order Documents. Order Documents contain Fees and supplemental terms and
conditions applicable to specific products and services. Order Documents incorporated
into this Agreement on the Effective Date are identified on the Attachment Schedule. The
Parties may execute additional Order Documents after the Effective Date.
1.5. Order of Precedence. In the event of a conflict between these General Terms and
Conditions and an Addendum, the Addendum shall control. In the event of a conflict
between an Order Document and these General Terms and Conditions or an Addendum,
the Order Document shall control, but only with respect to the applicable products and
services. These General Terms and Conditions, an Addendum or Order Document, as
applicable, shall control over any conflict with a Statement of Work.
1.6. Purchase Order Requirement. Customer shall purchase or license products or services
described in each Order Document or Statement of Work under this Agreement by issuing
a purchase order or similar ordering document accepted by Itron ("Purchase Order")
indicating specific products and services, Itron part numbers, quantity, unit price, total
purchase price, shipping instructions, requested shipping dates, bill -to and ship -to
addresses, tax exempt certifications, if applicable, and contract reference. No
contingency contained on any Purchase Order shall be binding upon Itron. The terms of
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this Agreement shall apply, regardless of any additional or conflicting terms of any
Purchase Order or other correspondence or documentation submitted by Customer to
Itron, and any such additional or conflicting terms are deemed rejected by ltron.
2. Definitions. The following defined terms are used throughout this Agreement. Additional
terms may be defined in Addenda, Order Documents and Statements of Work.
Claim means an unaffiliated third -party claim, action, cause of action, or demand for damages,
cost or expense (including reasonable attorney's fees) or other relief.
Confidential Information means any confidential, trade secret or other proprietary information
disclosed under this Agreement that is designated as "confidential" or which a reasonable person
would assume is confidential, but excludes information that: (i) is now or becomes generally
available to the public through no fault or breach of the receiving Party; (ii) is rightfully in the
receiving Party's possession, or known by it, prior to its receipt from the disclosing Party; (iii) is
rightfully disclosed to the receiving Party by a third -party, free of any obligation of confidentiality;
or (iv) is developed by the receiving Party independently and without reference to the disclosing
Party's Confidential Information.
Customer Data means all data about Customer's existing or prospective end users that Itron
acquires, develops, or derives in connection with performance under this Agreement. Such
customer data may include, without limitation, any personally identifying information relating to an
existing or prospective customer, or any other information that, either individually or when
combined with other information could be used to identify a particular Customer end user or a
prospective Customer end user, which information is not generally available to the public.
Defended Party means a Party entitled to defense from the Defending Party under Section 7
("Third -Party Claims") of these General Terms and Conditions.
Defending Party means a Party obligated to provide defense to the Defended Party under
Section 7 ("Third Party Claims") of these General Terms and Conditions.
Documentation means user manuals, training materials, product descriptions and specifications,
technical manuals, supporting materials and other information relating to products and services
offered by Itron, which Itron customarily makes available to its customers.
Fees means all amounts payable to Itron by Customer for products and services provided under
this Agreement, as set forth in an Order Document or Statement of Work.
Force Majeure means any cause that is beyond a Party's reasonable control and without a
Party's fault or negligence, including, but not limited to, accidents, riots, insurrections, acts of
terrorists or any public enemy, acts of civil or military authorities, war, epidemics, fires, floods,
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earthquakes, severe weather, lightening, power outages, denial of service/virus/hacking attacks,
disruptions in the flow of data to or from networks, embargoes, strikes, the inability to obtain
required materials, qualified labor, or transportation, or the denial of or delays in processing of
export licenses.
Intellectual Property and Intellectual Property Rights mean all industrial and intellectual
property, including, without limitation, all U.S. and non -U.S. patents, patent applications, patent
rights, trademarks, trademark applications, common law trademarks, Internet domain names,
trade names, service marks, service mark applications, common law service marks, and the
goodwill associated therewith, copyrights, in both published and unpublished works, whether
registered or unregistered, copyright applications, franchises, licenses, know-how, trade secrets,
technical data, designs, customer lists, confidential and proprietary information, processes and
formulae, all computer software programs or applications, layouts, inventions, development tools
and all documentation and media constituting, describing or relating to the above, including
manuals, memoranda, and records, whether such intellectual property has been created, applied
for or obtained anywhere throughout the world.
Order Document means (i) any document attached hereto and identified as an Order Document
on the Attachment Schedule on the Effective Date, and (ii) any other document identified as an
Order Document that references this Agreement and is executed by the Parties after the Effective
Date.
Parties means Itron and Customer, together.
Party means Itron or Customer, individually.
Statement of Work or SOW means (i) any document describing services to be provided by Itron
that is (i) attached hereto and identified as a Statement of Work on the Attachment Schedule, or
attached to an Order Document, on the Effective Date, or (ii) any other document identified as a
Statement of Work that references this Agreement and is executed by the Parties, or is attached
to an Order Document that is executed by the Parties, after the Effective Date.
Territory means the country in which Customer's principal place of business is located.
3. Term.
The term of this Agreement begins on the Effective Date and expires sixty (60) Months following
the Effective Date, unless terminated earlier pursuant to Section 11 ("Termination") of these
General Terms and Conditions.
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4. Warranties and Disclaimer.
4.1. Warranties. All warranties relating to products and services provided by Itron under this
Agreement are set forth in the applicable Addendum or Order Document.
4.2. Disclaimer. Except for the express warranties provided by Itron under this Agreement,
Itron makes no warranty of any kind relating to products and services and disclaims all
implied warranties, including without limitation, (i) implied warranties of merchantability or
fitness for a particular purpose, (ii) warranties of title and against infringement, and (iii)
warranties arising from a course of dealing, usage or trade practice. To the extent any
implied warranty cannot be excluded, such warranty is limited in duration to the express
warranty period. Itron and its suppliers do not warrant or represent that products or
services will be free from bugs, errors or that their use will be uninterrupted or error -free.
Itron assumes no liability or responsibility for any interruption or cessation of transmission
to or from its data centers or data centers of its vendors via WAN, cellular or other public
communications or broadband systems (including outages, device non-reachability, loss
or inaccurate reading) or for any consequences, losses, or damages arising from changes
made by Customer to the content or programming of equipment (unless caused by a
defective product). These disclaimers will apply notwithstanding any failure of the
essential purpose of any limited remedy provided under this Agreement.
5. Intellectual Property.
5.1. Reservation of Intellectual Property. Subject to the limited rights expressly granted by
Itron to Customer under this Agreement: (i) Itron reserves all rights, title and interest in
and to all of its Intellectual Property, and (ii) as between the Parties, Itron owns all rights,
title and interest in and to its Confidential Information and the products, services and
related deliverables provided by Itron under this Agreement. Subject to the limited rights
expressly granted by Customer to Itron under this Agreement, Customer reserves all
rights, title and interest in and to all of its Intellectual Property, and (ii) as between the
Parties, Customer owns all right, title and interest in and to its Confidential Information
and Customer Data. All rights, titles, and interests not specifically and expressly granted
by either Party hereunder are hereby reserved. Nothing in this Agreement will be
understood to preclude or limit Itron from providing software, materials, or services for
itself or other clients, irrespective of the possible similarity of such software, materials or
services to those delivered to Customer.
5.2. Customer Suggestions. Itron shall have a royalty -free, worldwide, irrevocable,
perpetual license to use and incorporate into any products and services any suggestions,
enhancement requests, recommendations or other feedback provided by Customer.
6. Fees, Invoicing, Payment, and Taxes.
6.1. Fees. Fees for products and services are set forth in the applicable Order Document or
Statement of Work. Unless otherwise provided in an applicable Addendum, Order
Document, or Statement of Work, Fees for products and services are valid for one (1)
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year from the effective date of the Order Document or Statement of Work.
6.2. Invoicing. Itron will invoice Customer for products and services in accordance with the
applicable Addendum, Order Document or Statement of Work.
6.3. Payment of Invoices. Customer must pay each invoice without setoff within thirty (30)
days of the invoice date. Payment must be made in USD. Itron may charge a late
payment fee on any unpaid overdue Fees in an amount equal to the lesser of: (a) one
percent (1%) of such Fees per month, or (b) the maximum rate allowed by. F.S. 218.70,
et seq
6.4. Freight and Taxes. All prices are exclusive of any freight, handling and shipping
insurance charges, taxes, fees and duties or other similar amounts, however designated,
including without limitation value added, sales and withholding taxes which are levied or
based upon the prices, charge or upon this Agreement. Customer shall pay any taxes
related to products and services provided pursuant to this Agreement (except for taxes
based on Itron's net income) or shall present an exception certificate acceptable to all
relevant taxing authorities. Applicable taxes shall, to the extent practical, be billed as a
separate item on the invoice.
7. Third -Party Claims.
7.1. General Claims. The Defending Party will defend the Defended Party from and against
Claims arising from personal bodily injury, death, or damage to tangible personal property
or real property to the extent caused by the negligence of the Defending Party or its
employees, agents, or contractors under this Agreement.
7.2. Infringement Claims. Itron will also defend Customer from and against Claims arising
from an allegation that any Itron-branded products or services infringe upon any third
party's Intellectual Property Rights within the Territory.
7.3. Conditions to Defense. As a condition to the Defending Party's obligations under
Section 7.1 or Section 7.2 above, the Defended Party must: (i) promptly notify the
Defending Party in writing of the Claim; (ii) give the Defending Party reasonable
information and assistance in connection with the Claim in a timely manner; and (iii) give
the Defending Party the sole right to control the defense and settle of the Claim. The
Defending Party shall not enter into any settlement of a Claim against a Defended Party
without the Defended Party's prior written consent unless: (a) there is no admission of
fault of the Defended Party; (b) there is no injunctive or other non -monetary relief against
the Defended Party; and, (c) the settlement includes the claimant's or plaintiff's release
of the Defended Party from all liability in respect of the Claim.
7.4. Conditions to Infringement Claim Defense. If Itron receives notice of an alleged
infringement by any products or services, or if Itron reasonably believes that an
infringement Claim is likely, Itron may stop delivery of the affected products or services
without liability for failure to deliver them. Itron will have the right, at its sole option, to
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obtain the right for Customer to continue use of the affected products or services, or to
replace or modify the affected products or services so that they are no longer alleged or
believed to infringe, provided that it can be done without significant loss of functionality.
If neither of the foregoing options are available to Itron on commercially reasonable terms,
Itron may terminate Customer's use of the affected products or Services without further
liability under this section, in which case Itron will refund to Customer the depreciated
value of the affected product and any prepaid unused portion of the service, as the case
may be.
7.5. Exclusions to Infringement Claim Defense. Itron will have no obligation under Section
7_2 above for any infringement Claim to the extent that the Claim results from (i) the
combination, operation or use of any product or service provided by Itron with any product
or service (including third -party software and equipment) not provided by Itron, (ii) any
modification to products or services made without Itron's prior written consent, (iii) failure
to use updated or modified products or services as provided by Itron, (iv) use of any
release of Itron software or any firmware other than the most current release made
available to Customer, or (v) use of products or services not in accordance with this
Agreement and applicable Documentation, (vi) any modification to products or services
by a person other than Itron or an authorized representative of Itron, or (vii) Itron's
compliance with any designs, specifications, or instructions provided by Customer. In
addition, Itron shall not be liable for enhanced or punitive damages that could have been
avoided or reduced by actions within the control of Customer.
7.6. EXCLUSIVE REMEDY. THIS SECTION 7 CONSTITUTES CUSTOMER'S SOLE AND
EXCLUSIVE REMEDY WITH RESPECT TO THIRD PARTY CLAIMS BROUGHT
AGAINST CUSTOMER.
8. Insurance.
Itron will maintain the following minimum levels of insurance:
a. Commercial General Liability Insurance coverage, including but not limited to,
premises operations, products/completed operations, products liability, contractual
liability, advertising injury, personal injury, death, and property damage in the minimum
amount of $1,000,000 (one million dollars) per occurrence and $2,000,000 (two million
dollars) general aggregate.
b. Commercial Automobile Liability Insurance coverage for any owned, non -owned, or
hired automobile is required in the minimum amount of $1,000,000 (one million dollars)
combined single limit.
c. Professional Liability/Errors or Omissions Insurance coverage appropriate for the
type of business engaged in by the Respondent with minimum limits of $2,000,000 (two
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million dollars) per claim. If a claims -made form of coverage is provided, the retroactive
date of coverage shall be no later than the inception date of claims made coverage,
unless the prior policy was extended indefinitely to cover prior acts. Coverage shall be
extended beyond the policy year either by a supplemental extended reporting period
(SERP) of six years, and with no less coverage and with reinstated aggregate limits, or
by requiring that any new policy provide a retroactive date no later than the inception
date of claims made coverage.
d. Cyber Liability coverage in an amount of $2,000,000 (two million dollars) per claim,
including notification and monitoring, as required under Florida Statute 501.171.
e. Theft or Loss coverage shall be maintained with minimum limits of $1,000,000 (one
million dollars) per occurrence. Coverage shall be provided using ISO form CR 00 01
Employee Dishonestly Coverage Form or its equivalent and shall include ISO
endorsement CR 04 01 Clients' Property or its equivalent.
f. Unless waived by the State of Florida and proof of waiver is provided to the City, statutory
Workers' Compensation Insurance coverage in accordance with the laws of the State
of Florida, and Employer's Liability Insurance in the minimum amount of $500,000 (five
hundred thousand dollars) each employee each accident, $500,000 (five hundred
thousand dollars) each employee by disease, and $500,000 (five hundred thousand
dollars) disease policy limit. Coverage should include Voluntary Compensation, and U.S.
Longshoremen's and Harbor Worker's Act coverage where applicable. Coverage must be
applicable to employees.
The above insurance limits may be achieved by a combination of primary and umbrella/excess
liability policies.
Other Insurance Provisions:
a. Prior to execution of the Agreement, and then annually upon the anniversary date(s) of
the insurance policy's renewal date(s) for as long as this Agreement remains in effect, the
b. Vendor will furnish the City with a Certificate of Insurance(s) (using appropriate ACORD
certificate, Signed by the Issuer, and with applicable endorsements) evidencing all of the
coverage set forth above and naming the City as an "Additional Insured" on the Commercial
General Liability Insurance and the Commercial Automobile Liability Insurance. In addition
when requested in writing from the City, Vendor will provide the City with certified copies of
all applicable policies. The address and certified policies shall be delivered or emailed as
follows
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City of Clearwater
Att: Gail Rini Customer Service
100 5 Myrtle Ave
Clearwater FI, 33756
Gail.rini@myclearwater.com
Agreement No.: 00020865.0
9. Data Protection.
The Parties must implement and establish reasonable security protocols for the protection and
retention of Customer Data. As between Customer and Itron, Customer will retain its rights in
Customer Data; provided, however, Customer hereby grants Itron a non-exclusive, royalty -free,
perpetual, worldwide license to copy, modify, use, sublicense, distribute, display, create derivative
works of all Customer Data for the purposes of (i) providing products and services to Customer,
(ii) testing, troubleshooting, and optimizing performance and quality of Itron's products and
services, and (iii) so long as Customer is not identifiable and all personally identifiable information
is either removed or anonymized, developing new products and services. Itron assumes no
responsibility for Customer or third -party content carried on Customer's or Itron's systems.
Customer warrants and represents that, during the term of this Agreement, (a) it has the legal
right and authority to grant Itron access to view, store, and use the Customer Data to provide
products and services, and (b) !ton's transmission, use and storage of any such Customer Data
in accordance with this Agreement will not violate any applicable laws or regulations or cause a
breach of any agreement or obligation between Customer and any third -party.
10. Confidentiality.
Each Party receiving, possessing, accessing or otherwise acquiring Confidential Information of
the other Party acknowledges that the disclosing Party's Confidential Information is the property
of and confidential to, or a trade secret of, the disclosing Party. The receiving Party, unless
otherwise required by law (F.S 119, Public Records Act), (a) must keep the disclosing Party's
Confidential Information confidential and may not directly or indirectly disclose, divulge or
communicate that Confidential Information to, or otherwise place that Confidential Information at
the disposal of, any other person without the disclosing Party's prior written approval; (b) must
take all reasonable steps to secure and keep secure all disclosing Party's Confidential
Information coming into its possession or control; (c) may not disclose any Confidential
Information to anyone other than the receiving Party's employees, agents, contractors or
subcontractors and professional advisors who need to know such Confidential Information; and
(d) must ensure that any person to whom it discloses Confidential Information in accordance
with this provision is subject to binding confidentiality obligations that are at least as restrictive
as those set forth in this Agreement. These obligations of confidentiality do not apply to any
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information that is required to be disclosed by any applicable law or regulation; provided,
however, that the receiving Party must provide prior written notice of a request for such
disclosure to the disclosing Party with as much notice as reasonably possible under the
circumstances. Customer acknowledges that under Itron's obligations to comply with the U.S.
Securities laws, Itron may be required to disclose the execution of this Agreement as part of its
reporting requirements to the U.S. Securities and Exchange Commission and hereby consents
If Customer receives a public records requests for Itron's Confidential Information, Customer
shall promptly notify Itron and make reasonable commercial efforts to minimize the extent of the
disclosure.
11. Termination.
Either Party may terminate this Agreement by providing the other Party with written notice if the
other Party (i) becomes insolvent, executes a general assignment for the benefit of creditors or
becomes subject to bankruptcy or receivership proceedings, or (ii) commits a material breach of
this Agreement that remains uncured for thirty (30) days following delivery of written notice of
such breach. Any notice of breach must specify (a) the nature of the breach, and (b) the specific
act or acts that the non -breaching Party contends would correct such breach. For the avoidance
of doubt, Customer's failure to pay invoices timely will be deemed a material breach of this
Agreement.
12. Survival.
The following sections of these General Terms & Conditions shall survive termination or expiration
of this Agreement or any Order Document or Statement of Work: 1 (Introduction), 2 (Definitions),
3 (Term), 4 (Warranties and Disclaimer), 5 (Intellectual Property), 6 (Fees, Invoicing, Payment
and Taxes), 9 (Data Protection), 10 (Confidentiality), 11 (Termination), 12 (Survival), 13
(Limitation of Liability), 14 (Disputes), 15 (Governing Law), 16 (Jury Trial Waiver), 17 (Legal
Compliance), 18 (Publicity), 20 (Sub -contractor and Outsourcer), 21 (Independent Contractor),
and 22 (Miscellaneous). An Addendum or Order Document may also contain provisions that
expressly survive termination or expiration of this Agreement or any Order Document or
Statement of Work.
13. Limitation of Liability.
Except for Customer's violation of Itron's Intellectual Property Rights, neither Party will be liable
to the other Party for any consequential, indirect, special, incidental, punitive or exemplary
damages arising out of this Agreement or products or services provided hereunder (including, but
not limited to, damages for loss of data, goodwill, profits other than amounts payable by Customer
to Itron hereunder, investments, use of money or facilities; interruption in use or availability of
data; stoppage of other work or impairment of other assets), whether or not foreseeable and even
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if such Party has been advised of the possibility of such damages. Except for Customer's
payment obligations hereunder or violation of Itron's Intellectual Property Rights, neither Party's
liability to the other Party arising out of or related to this Agreement or any products or services
provided hereunder shall exceed the amounts paid and payable by Customer under the applicable
Order Document or Statement of Work during the twelve month period immediately preceding the
date upon which the liability arose, regardless of whether any action or claim is based on contract,
warranty, indemnity, negligence, strict liability or other tort or otherwise.
14. Disputes.
Any dispute arising under this Agreement or relating to Itron products and services will be
escalated to each Party's applicable project or business manager (each a "Manager"). The
appropriate Manager will then notify the other Party's Manager of the issue and meet as soon as
reasonable considering the nature and impact of the issue. If a dispute cannot be resolved by the
Managers within a time period that is satisfactory to the Party raising the issue and, in any event,
within fifteen (15) days after the initial referral, the Managers will refer the dispute to their
respective vice presidents or equivalent. If such vice presidents cannot resolve the dispute within
a time period that is satisfactory to the Party raising the issue and, in any event, within ten (10)
days after such referral, either Party may pursue any other remedy available to it in law or equity.
These dispute resolution procedures are not intended to be used for disputes concerning actual,
alleged or threatened violations of a Party's Confidential Information or other Intellectual Property
Rights, for which the Parties may immediately bring an action, including one seeking injunctive
relief without posting a bond.
15. Governing Law.
. THIS AGREEMENT SHALL BE IN ALL ASPECTS GOVERNED BY AND CONSTRUED AND
ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF FLORIDA, INCLUDING
ALL MATTERS OF CONSTRUCTION, VALIDITY AND PERFORMANCE. Venue shall be in the
State of Florida.
The Parties agree that the UN Convention on Contracts for the International Sale of Goods will
not apply to the interpretation or enforcement of this Agreement. In the event the Uniform
Computer Information Transactions Act (UCITA) or any similar federal or state laws or regulations
are enacted, it will not apply to this Agreement, and the governing law will remain as if such law
or regulation had not been enacted.
16. MEDIATION
Any dispute, controversy or claim between or among the parties hereto arising out of or relating
to this Agreement or any related agreements or instruments, including any claim based on or
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arising from an alleged tort, shall be determined by mediation. Each of the parties agrees to
give up their right to a jury trial and to have the dispute determined by mediation in accordance
with the following:
(a) The mediation shall be heard by a single mediator, who is qualified and has the
expertise necessary to hear the matter, as mutually agreed to by the parties. If the
parties are unable to agree upon a single mediator, either party may apply to a
court of competent jurisdiction for the appointment of a single mediator;
(b) The mediation shall take place in the City of Clearwater, in the State of Florida, or
in such other place as the Provider and Customer shall agree upon in writing;
(c) All meetings and hearings will be in private, unless the Parties otherwise agree in
writing;
(d) The mediation will be conducted in accordance with the Florida Rules of Civil
Procedure;
(e) Judgment on the award rendered by the mediator may be entered in a court of
competent jurisdiction
17. Legal Compliance.
Each Party must comply with all applicable laws. No export rights are granted under this
Agreement, and Customer must not directly or indirectly provide, export or re-export, or otherwise
make available (in any form, including visual access), Itron products or technology in violation of
any such laws or regulations, without all necessary approvals or licenses. Products and
technology may not be provided or made available either directly or indirectly, (i) into Cuba, Iran,
North Korea, Sudan, Syria, the Crimea region of Ukraine or any other country subject to United
States trade sanctions, or to individuals or entities controlled by such countries or to nationals or
residents of such countries (other than nationals who are lawfully admitted permanent residents
of countries not subject to such sanctions); or (ii) to anyone on any denied, prohibited, or
unverified list maintained by the United States Government, including the Office of Foreign Assets
Control (OFAC) Specially Designated Nationals (SDN) List. The Parties must comply with all anti -
bribery laws and may not make any payments or transfer any item of any value for the purpose
of bribing any individual or group, or accepting or participating in any extortion, kickbacks, or other
unlawful or improper means to obtain business related to this Agreement or products and services
orderable under this Agreement.
18. Publico,,.
Neither Party may issue a press release related to this Agreement or their relationship without the
other Parties' prior written consent. The Parties will create and approve for publication a press
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release announcing their relationship under this Agreement. Itron may use Customer's name and
logo as a part of Itron's normal marketing materials.
19. Nuclear Applications.
Customer acknowledges that products and services orderable under this Agreement are not
designed or intended for use in the design, construction, operation or maintenance of any nuclear
facility.
20. Sub -contractor and Outsourcer.
Itron may hire, engage, or retain the services of one or more subcontractors and/or outsourcing
providers to perform any or all of its obligations related to its product development, network
operations, and/or any portion of services provided under this Agreement. All such subcontractors
and outsourcing providers will be bound by written obligations of confidentiality and data security
requirements as restrictive as those required under this Agreement. ITRON and its subcontractors
shall maintain the minimum amounts of insurance as required in provision 8.
21. Independent Contractor.
This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary, or
employment relationship between the Parties. The Parties are independent contractors. Neither
Party has any authority to act on behalf of, or to bind the other to any obligation.
22. Miscellaneous.
Neither Party will be responsible for any failure to perform due to any Force Majeure event. If any
provision of this Agreement is found to be unenforceable by a court of competent jurisdiction or
arbitration panel, such provision will be deleted and the remaining terms will be construed so as
to give maximum lawful effect to any such deleted terms. Section numbers and captions are
provided for convenience of reference and do not constitute a part of this Agreement. Any
references to a particular section of this Agreement will be deemed to include reference to any
and all subsections thereof. The Parties agree that neither of them will be deemed the drafter of
this Agreement and that no provision will be construed in favor of one Party on the ground that
such provision was drafted by the other. No waiver by either Party of any breach under this
Agreement will constitute a waiver of any other breach. This Agreement is not made for the benefit
of any third parties. All notices under this Agreement must be sent in writing to the addresses
identified in this Agreement or to such other address as such Party has notified the other in writing,
will be effective on the date received (unless the notice specifies a later date) and must be sent
by a courier service that confirms delivery in writing, or by certified or registered mail, postage
prepaid, return receipt requested. This Agreement is in the English language only, which will be
the governing language and controlling in all respects. All versions of this Agreement in any other
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/iron
Agreement No.: 00020865.0
language will be for accommodation only and are not binding upon the Parties. All
communications and notices to be made or given pursuant to this Agreement must be in English.
Customer may not assign this Agreement or any of its rights hereunder without ltron's prior written
consent. Subject to the foregoing, this Agreement will bind and inure to the benefit of the Parties
and their respective successors and permitted assigns, but any assignment in violation of this
provision will be void. This Agreement may be executed and delivered in counterparts, including
by a facsimile or by scan and electronic transmission, each of which will be deemed an original.
Any document generated by the Parties related to this Agreement may be imaged and stored
electronically and introduced as evidence in any proceeding as if original business records. This
Agreement contains the complete and entire agreement between the Parties as to its subject
matter, and replaces and supersedes any prior or contemporaneous communications,
representations, or agreements, whether oral or written with respect to such subject matter. This
Agreement may not be modified except by mutual written agreement signed by the Parties'
authorized representatives expressly modifying this Agreement. Electronic communications do
not constitute a "written agreement" under this provision.
[Signature Page Follows]
Page 13 of 35
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/iron
AGREED:
Agreement No.: 00020865.0
Itron, Inc. City of Clearwater, Florida
"—DocuSigned by:
s423AA S98Ab4AD...
ignature
q U.tJ IIIA
St
Signa �e
Robert Farrow Printed Name (-1'1(1111/10j6
Printed Name
VP Treasury W,S 1-0 alcr'-' 3-6(0 e --
Title Title
10/30/2018
Date
Page 14 of 35
Date
DocuSign Envelope ID: C1403BAD-273F-46BD-91 D2-F5174B3F30BA
Itrn
Agreement No.: 00020865.0
IN WITNESS WHEREOF, the Parties have executed this Support and Maintenance Agreement to be
effective as of the date first written above.
Countersigned: CITY OF CLEARWATER, FLORIDA
Glean, 1Cr(\t.):4f
George N. Cretekos
Mayor
Approved as to form:
iIe
Paul Richard Hull
Assistant City Attorney
By: L 0 1444,to-zr.
William B. Horne II
City Manager
Attest:
Rosemarie Cali
City Clerk
Page 15 of 35
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Attachment Schedule
Agreement No.: 00020865.0
Alternate Service Level Section
BYO") Terms
Cali Center Terms
Cloud Infrastructure
Consumer Engagement Marketing Terms
DEM Software -as -Services Terms
Equipment Addendum
Equipment Warranty Schedule (EMEA)
Equipment Warran Schedule (NAM)
In -Field Services Option
INSI-Managed Services Addendum w SLA
INSI-Managed Services Addendum w SLA + Credits
INSI-SaaS Addendum w SLA
INSI-SaaS Addendum w SLA + Credits
INSI-Support Services Addendum (Licensed Customer)
INSI-Support Services Addendum (SaaS or Managed Customer)
Itron Mobile Addendum
Maintenance & Support Services
Managed Services
Measurement & Validation Terms
MSA DEM Supplemental Terms
Performance Based Services Terms
Professional Services Addendum
SaaS Addendum
Software Addendum
Sales Order Document
Solutions Operations Center (SOC) Maintenance & Support Services Terme
Page 16 of 35
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Itren
Agreement No.: 00020865.0
MAINTENANCE & SUPPORT SERVICES ADDENDUM
• Relationship to General Terms and Conditions. This Addendum is governed by the General Terms
and Conditions and applicable Order Documents.
• Additional Definitions. The following defined terms are in addition to those defined in the General
Terms and Conditions:
Annual Adjustment means Itron's annual price increase.
Annual Fees means the annual fees identified in an Order Document for each category of Covered
Product, plus the Annual Adjustment, if any.
Client Services Guidelines Documents means the following documents as they may be updated by Itron
from time to time: "Itron Support Services Contacts", "Itron Equipment Repair Center Locations", and
"Working Effectively with Itron Client Services". Copies of the Client Services Guidelines Documents may
be obtained by calling (877) 487-6602 or such other number or process provided by ltron to Customer.
Covered Equipment means ltron equipment identified as "Covered Equipment" in an Order Document.
Covered Products mean Covered Software, Covered Equipment and Third Party Covered Products.
Covered Software means Itron software identified as "Covered Software" in an Order Document.
Error means a material failure of Covered Software to comply with applicable published Itron specifications.
Fix means a correction or workaround for an Error.
Improvement means an update, modification, enhancement and/or extension to Covered Software
functionality that is included in a Software Release.
M&S Commencement Date means the date set forth in the applicable Order Document upon and after
which a Covered Product will be entitled to receive Maintenance Services.
Maintenance Billing Cycle means a period of one year beginning on the Effective Date or any anniversary
thereof.
Maintenance Services means services provided under this Addendum.
Operating Condition means performance in accordance with applicable published Itron specifications.
Principal Services Contacts means Customer's principal Itron relationship contacts for all Maintenance
Services.
Service Levels means the response time, effort level, and escalation path procedures and guidelines
described in Attachment A-1 to this Addendum.
Software Release means a collection of Fixes or Improvements made available by Itron to Customer.
Service Request means a request initiated by Customer for Technical Support Services.
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Agreement No.: 00020865.0
Technical Support Services means those technical support services provided by Itron technical
representatives by telephone, email, website or other means to assist Customer's Principal Service
Contacts with questions or issues related to the operation of Covered Products.
Third Party Covered Products means third -party equipment and third -party software identified as "Third
Party Covered Products" in an Order Document.
• End of Support. Itron may discontinue Maintenance Services for any Covered Equipment or
Covered Software, effective as of the end of the applicable Maintenance Billing Cycle, by giving
Customer written notice of such discontinuance no Tess than one hundred eighty (180) days prior
to the end of such Maintenance Billing Cycle. The end of support date for a Third Party Covered
Product shall be the date specified by the applicable third -party service provider, which date will be
promptly communicated by Itron to Customer following the date of receipt. If the end of support
date is scheduled within a subsequent Maintenance Billing Cycle, Annual Fees for that subsequent
Maintenance Billing Cycle will be pro -rated through the end of support date. At Customer's request,
Itron may elect to provide custom support for products for which Maintenance Services have been
discontinued at Itron's then -current rates. Unless otherwise agreed by the Parties in accordance
with the foregoing sentence, Itron shall have no obligation to provide Maintenance Services with
respect to Covered Products for which Itron has discontinued Maintenance Services.
• Principal Services Contacts.
o Designation by Customer. Customer shall designate a minimum of one and not more
than three Principal Services Contacts for each Covered Product line, to serve as
administrative liaisons for all matters pertaining to Maintenance Services for such Covered
Product line and shall provide their contact information to Itron's customer account
representative. Principal Services Contacts shall promptly report problems with Covered
Products by submitting a Service Request for entry into Itron's support tracking system.
Although it is Customer's sole right to choose its Principal Services Contacts, Customer
and Itron acknowledge that each Principal Services Contact must have the appropriate
technical skills and training for the position. If Customer replaces a Principal Services
Contact, Customer will provide updated contact information to Itron's customer account
representative, and the new Principal Services Contact will be properly trained in
accordance with this Addendum prior to interfacing with Itron support personnel.
o Training of Principal Services Contacts. Before a Principal Services Contact interfaces
with Itron support personnel, he/she will attend training sessions offered by Itron, an Itron-
approved trainer, or Customer's training program approved by Itron to ensure that the
Principal Services Contact is (i) knowledgeable about operation of the applicable Covered
Products, and (ii) qualified to perform problem determination and remedial functions with
respect to such Covered Products. Customer may perform Itron-approved training or may
engage Itron to perform training of Principal Services Contacts at Itron's then current rates.
Itron will make training sessions available by remote conference or training will be made
available at a location mutually agreed by the Parties. Customer shall be responsible for
all Customer's associated travel -related expenses and, if the Parties agree that training will
be provided at a location other than an Itron-designated facility (e.g., at a Customer -
proposed facility), Customer will also reimburse Itron's travel -related expenses. The
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Itr�n
Agreement No.: 00020865.0
Principal Services Contacts must have the skills and capabilities to train other Customer
personnel on Covered Products.
• Technical Support Services & Service Requests.
o Technical Support Services. Itron will make support representatives available to provide
Technical Support Services during its then current normal business hours as set forth in
the "Itron Support Services Contacts". Technical Support Services include
troubleshooting, problem diagnosis relating to Covered Products, Itron provided endpoints,
and the Itron provided systems in which they are deployed; release or system management
consulting; and recommendations for fully utilizing Covered Products. Customer
acknowledges and agrees that Technical Support Services are not intended as a substitute
for training of Customer personnel, field support, or Itron professional services. Nor will
Customer use Technical Support Services in lieu of having qualified and trained support
personnel of its own.
o Service Request Process. Customer shall submit Service Requests in the manner
required by the Client Services Guidelines Documents and Service Levels. Customer may
submit Service Requests on a 24/7/365 basis and Itron will respond to such Service
Requests in accordance with the Service Levels. When Customer submits a Service
Request, Customer will reasonably assess its urgency according to the appropriate
Severity Level in Attachment A-1 to this Addendum. Itron will designate the Severity Level
and the Parties will resolve any disagreement regarding the Severity Level designation as
soon as is reasonably practical.
o Field Support. At Customer's request, and Itron's approval, Itron will dispatch support
personnel to Customer's location to provide onsite Technical Support Services
("Requested Field Support") related to a reported problem. Requested Field Support will
be billed at Itron's then -current rates, and Customer will reimburse ltron's travel -related
expenses, unless the cause of the reported problem is found to be the fault of Itron.
• ltron Software Maintenance.
o Fixes. Itron shall provide Fixes in accordance with the Service Levels. Itron's obligations
with respect to Service Levels are contingent upon Customer (i) devoting the same level
of effort to resolving the Error as is required of Itron, (ii) responding to requests made by
ltron within the applicable Response Time, (iii) assigning only qualified personnel to help
Itron address the Error, and (iv) providing all information, access, and assistance
reasonably requested by Itron to address the Error.
o Documentation and Backup. Itron will make an electronic copy of the Documentation
available to Customer at no additional charge via physical media or download access. Itron
will also maintain a copy of its most recent supported version of executable Covered
Software to be made available to Customer or installed by Itron as necessary in the event
of corrupted or inoperative Covered Software. Said copy of executable Covered Software
does not relieve Customer of its responsibility to backup and managed its on -premise
software installation as part of ongoing system operation.
o Improvements. Itron shall provide Improvements, if any, at no charge if such
Improvements are made available to Itron customers generally at no charge.
o Software Releases.
• Release Numbering Convention. Fixes and/or Improvements are made
available to customers through periodic Software Releases. For informational
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itrl�,
Agreement No.: 00020865.0
purposes, ltron's current practice (which may be changed at any time in !ton's
discretion) is to provide Software Releases using the numbering convention
"XX.YY.ZZ."
• The "XX" in Itron's numbering convention refers to a "System Release,"
which is a new version of Covered Software. A System Release may
include Fixes, Improvements or interfaces to new functional modules or
platforms not previously supported by Itron.
• The "YY" in !ton's numbering convention refers to a "Service Pack
Release," which is an update to a System Release. Service Pack
Releases may include Fixes or Improvements and are provided to Itron
customers generally on a periodic basis.
• The "ZZ" in ltron's numbering convention refers to a "Hot Fix Release,"
which is an un -scheduled release provided to one or more customers as
a short-term, temporary fix to a Severity Level 1 Error. While not utilized
by all Itron software product lines, Hot Fix Releases are not made available
to Itron customers generally but may be included in the next scheduled
Service Pack for general release.
■ Support for Itron Enterprise Edition and OpenWay Software. Itron will only
provide Maintenance Services for Itron Enterprise Edition and OpenWay software
if the following conditions are met: Customer must be operating either the most
recent System Release or prior System Release running the most current Service
Pack Release. In addition, Customer must test and install Service Pack Releases
associated with the System Release in use by Customer within twelve (12) months
of such Service Pack Releases being made available to Customer. Customer
must fully test and upgrade to the latest System Release at least every twenty-four
(24) to thirty-six (36) months.
• Support for Other Covered Software. For all other Covered Software, Itron will
only provide Maintenance Services if the following conditions are met: Customer
must be operating the most recent System Release and the two prior Service Pack
Releases. Customer will test and install System Releases and Service Pack
Releases within twelve (12) months of such Software Releases being made
available to Customer.
• Support for Unsupported Itron Software. At Customer's request, Itron may elect
to provide Maintenance Services for an unsupported Software Release at its then -
current rates.
• Mandatory Revisions. Customer must install all Mandatory Revisions.
"Mandatory Revisions" are releases intended to address an Error, a material
security breach, or a third -party infringement claim or suit of any kind. ITRON
DISCLAIMS ALL LIABILITY RELATED TO OR ARISING OUT OF CUSTOMER'S
FAILURE TO INSTALL A MANDATORY REVISION IN A TIMELY FASHION.
o Installation Services for Software Releases. Maintenance Services for Covered
Software include the following Software Release installation services: limited remote
consulting support for all Covered Software on Itron-approved server configurations for one
production server and one non -production server owned (test, training, or back-up — for
example) / operated by Customer. At Customer's request, Itron may provide Software
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Itron
Agreement No.: 00020865.0
Release installation services for System Releases or Service Packs on current severs or
additional production or nonproduction servers at its then -current rates.
o Restoring Software to Maintenance Services. If Customer declines or discontinues
Maintenance Services and thereafter wishes to resume such Maintenance Services for the
most recent Software Release of that Covered Software, Customer shall, prior to receiving
Maintenance Services, notify Itron in writing of its request for Maintenance Services and
pay Itron's then -current re-initiation fee, which shall not exceed an amount equal to all
Annual Fees that would have been invoiced for the applicable Covered Software if
Customer had not elected to decline or discontinue Maintenance Services for that Covered
Software, plus a five percent (5%) markup, in addition to prorated Annual Fees for the then -
current Maintenance Billing Cycle.
o Exclusions. Itron shall have no obligation to provide Maintenance Services for, or liability
to Customer for Covered Software adversely affected by (i) use of Covered Software in
combination with software, equipment, or communications networks not authorized by Itron
or referenced in the Documentation as compatible; (ii) modification to Covered Software or
Covered Software installation instructions / scripts by anyone other than Itron, (iii) failure
to perform customer responsibilities describe in this Addendum, (iv) the use of a version of
Covered Software that is not supported by Itron; (v) Customer's failure to implement a hot
fix or Mandatory Revision provided by Itron; (vi) maintenance and/or support of products
other than by Itron; or (vii) viruses introduced through no fault of Itron.
o Customer Responsibilities.
• Remote Access. Customer is responsible to support remote access to Covered
Software by Itron support personnel assigned to provide Maintenance Services for
purposes of remote diagnosis and troubleshooting of Covered Software. Itron shall
not be liable for any delay or failure to resolve a problem if remote access to
Covered Software is denied to Itron.
• System Configuration, Operation and Maintenance. Customer is responsible
for the configuration, operation, and maintenance of equipment, system
peripherals, operating system, and data communications environment associated
with Covered Software. These activities include but are not limited to: checking
audit logs, clearing discovered exceptions, and performing daily, weekly, and
monthly operational tasks and systems responsibilities. Customer is responsible
for any change made to Customer's software system, operating system, database
or network configuration or any change to installation procedures, scripts, or any
other provisions that materially affect the usability or operation of Covered
Software. Customer will consult with Itron prior to making any material changes
that may affect the installation or operation of Covered Software.
• Network Administration. Customer is responsible to monitor and maintain,
repair, replace and upgrade its local, and wide area network components (if any)—
including network servers, network clients, network hubs, routers, modems, and
other software components necessary for efficient and reliable network operations
associated with Covered Software—to ensure continued conformance with the
applicable published Itron specifications. In addition, Customer is responsible to
administer related host names, Internet Protocol addresses, network interfaces,
access, security, communications, and equipment and software version control.
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/fr�n
Agreement No.: 00020865.0
• Database Administration. Customer is responsible to administer the agreed
upon database(s) associated with Covered Software, including hardware and
software components, in accordance with the Documentation, which
administration shall include, monitoring the database server, backing up electrical
power sources, and configuring and administering of database schema,
application interfaces, networking operating system, communications, and file
transfer software. Customer is responsible to maintain database files (e.g.,
truncate, cleanup, and delete files consistent with industry standard practices) and
perform regular data backup and data archiving.
• Data Review. If Itron determines that it is necessary to evaluate Customer data to
reproduce error conditions not reproducible with Itron's standard test data sets,
Customer will provide Itron with reasonable access to such data. Itron shall not be
liable for any delay or failure to resolve the problem if access to such Customer
data is denied to Itron. All such Customer data shall be subject to the
confidentiality obligations set out in the General Terms and Conditions.
• Itron Equipment Maintenance.
o Preventive and Corrective Maintenance. Upon receipt of an item of Covered Equipment,
Itron shall (i) perform preventative Maintenance Services necessary to maintain the
Covered Equipment in Operating Condition, and (ii) diagnose and correct any failure in the
Covered Equipment as necessary to meet Operating Condition, excluding minor cosmetic
deficiencies such as blemishes, dents or scratches.
o Maintenance Procedures. Customer shall initiate a request for Maintenance Services for
Covered Equipment by delivering the Covered Equipment to the applicable ltron address
identified on the Itron Equipment Repair Table. Return of Covered Equipment shall be at
Customer's expense and in accordance with Itron's then -current Return Material
Authorization ("RMA") procedures. Upon receipt of Covered Equipment (with the required
information) under Itron's RMA procedures, Itron shall assess the item to determine (a)
whether it is in fact Covered Equipment and (b) whether the maintenance requested is
included within the Maintenance Services ordered by Customer and not otherwise
excluded from coverage. If the returned equipment is determined to be Covered
Equipment and the maintenance requested is included in the Maintenance Services
ordered by Customer, Itron shall provide the applicable Maintenance Services and return
the item of Covered Itron Equipment to Customer at Itron's expense within the applicable
turnaround time identified on the Itron Equipment Repair Table. If Itron determines that
returned equipment is not Covered Equipment or is excluded from the Maintenance
Services ordered by Customer, then Itron will proceed in accordance with Section 7.4
below.
o Exclusions. Covered Equipment Maintenance Services do not include repairs related to:
(i) damage due to accident, abuse, misuse, inadequate maintenance, problems caused by
electrical power surges or acts of God outside of the tolerances set forth in the applicable
published Itron specifications; (ii) service or repair processes (including installation or de-
installation of equipment, parts, or firmware/software) not performed or authorized by Itron;
(iii) use of parts, configurations or repair depots not certified or authorized by Itron; or (iv)
Customer's failure to perform material Customer responsibilities in accordance with this
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Addendum, including caring for Covered Equipment in accordance with applicable
Documentation.
o Estimation Fees. Itron will provide Customer with a price quote for the estimated cost
(including current inspection fees), including labor, materials and shipping, for any repairs
to equipment that are requested, which Itron determines are excluded from or not included
within the Maintenance Services ordered by Customer. If Customer elects not to proceed
with the requested repair, Itron will return the item of equipment at Customer's expense
and Itron may charge Customer its then -current inspection fee.
o Adding/Restoring Equipment to Maintenance Services. Following the Effective Date,
additional Covered Equipment purchased by Customer, of a similar type and model already
covered under this Addendum, shall automatically be deemed to be Covered Equipment
following the M&S Commencement Date. If Customer declines or discontinues
Maintenance Services for any Covered Equipment and thereafter wishes to add or restore
such equipment as Covered Equipment, Itron may, prior to such equipment being included
as Covered Equipment, inspect such equipment at Itron's then current rates to determine
whether it is in Operating Condition and/or charge Itron's then current re -certification fee,
in addition to prorated Annual Fees for the then -current Maintenance Billing Cycle (the "Re-
initiation Costs"). At Customer's request, Itron will provide Customer with a quote for
estimated Re-initiation Costs for equipment that Customer wishes to add or restore as
Covered Equipment under this section.
o Equipment Responsibilities. Itron shall make available, and Customer shall obtain, a
copy of the Documentation for Covered Equipment and Customer will be responsible to
perform preventive maintenance for each such item in accordance with such
Documentation. Customer shall also keep accurate records of Covered Equipment serial
numbers and locations to assist Itron with performing Maintenance Services.
• Fees and Invoicing. As compensation for the Maintenance Services, Customer shall, in advance,
pay to Itron Annual Fees for each Maintenance Billing Cycle in which it receives Maintenance
Services. Itron shall invoice Customer for Maintenance Services to be provided during the first
Maintenance Billing Cycle as soon as practicable following the Effective Date. For Maintenance
Services provided during any subsequent Maintenance Billing Cycle, including Maintenance
Services for newly purchased or licensed Covered Products, Itron shall provide Customer with a
renewal notice at least 120 days prior to the commencement of each Maintenance Billing Cycle.
The Maintenance Service Fee shall not increase more than 4% per annum thereafter. Customer
may discontinue Maintenance Services for any Covered Product(s) by providing Itron with written
notice of non -renewal for such Covered Product(s) no Tess than 90 days prior to the
commencement of any subsequent Maintenance Billing Cycle. Otherwise, approximately 20 days
prior to the commencement of each subsequent Maintenance Billing Cycle, Itron shall provide
Customer with an invoice for Annual Fees payable by Customer for the forthcoming Maintenance
Billing Cycle. Itron may, in its discretion, invoice Customer for Maintenance Services for a Covered
Product that is added during any Maintenance Billing Cycle as soon as such Maintenance Services
have been added (at a prorated amount) or at the beginning of the next Maintenance Billing Cycle.
The Annual Fee for any partial Maintenance Billing Cycle (i.e., for Covered Products with a
Maintenance Commencement Date or an increase in the applicable Annual Fees that falls after the
beginning of the Maintenance Billing Cycle) shall be prorated based on the applicable M&S
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Agreement No.: 00020865.0
Commencement Date or Annual Fee increase date and the remaining number of months Customer
is to receive Maintenance Services during such Maintenance Billing Cycle.
• Support for Third Party Products. Itron shall provide first tier Technical Support Services for
Third Party Products by handling all Customer inquiries, attempting to identify the component
involved in the problem and obtaining appropriate documentation of such inquiry or problem. In
addition, Itron shall make commercially reasonable efforts to facilitate Customer's receipt of
maintenance and support for such Third Party Products Covered Products consistent with the third
party maintenance terms identified on the applicable Order Document. Notwithstanding anything
else to the contrary, Itron's sole obligation under this Addendum with respect to Third Party
Products shall be as set forth in this section.
• Survival. The following sections of this Addendum shall survive termination or expiration of this
Agreement or any Order Document or Statement of Work: Section 3 (End of Support), 6.7
(Exclusions), 7.4 (Exclusions), Section 8 (Fees and Invoicing) and 10 (Survival).
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Iti-�ii
Agreement No.: 00020865.0
Attachment 1 to Maintenance & Support Services Addendum
— Software Maintenance & Support Service Levels —
Severity Level 1. Critical
Business Impact / System
Down: An Error for which there
is no work -around, which causes
the Itron product or a critical
business function / process
(including system billing) of an
Itron system to be unavailable or
such that system use and
operation cannot continue.
"Error" means a failure of the
product or system to
substantially comply with
applicable specifications.
*Severity 1 errors must be
reported by phone to initiate the
Severity 1 response
process. Service Requests
("SRs") initiated by email or web
interface are logged as a
Severity 3 until reviewed by Itron
technical support services
management team ("TSS
Management Team") and
validated as a higher priority.
During after -hour periods, Itron
will respond to a critical
support voice messages within
15 minutes by a return call to
Customer, which will validate
receipt of the critical support
call and begin the SR process.
During regular business -hours
Itron will begin the SR process
during Customer's initial call.
Following the start of the SR
process Itron will respond to
Customer's SR within two (2)
business hours with an
investigation response.
Following the investigation
response, Itron will update
Customer at three (3) hour
intervals during each day the
SR remains unresolved, or as
otherwise agreed by the
Parties.
Customer will respond to an
Itron inquiry or request within
three hours.
Itron will make diligent efforts on
a 24x7 basis*, or as otherwise
agreed by the Parties. An SR
shall be escalated to Itron's TSS
Management Team if a Fix is not
provided within one (1) business
day of Itron's receipt of the
Customers call and creation of
the SR.
*24X7 support for Severity Level
1 Errors is not currently available
for Itron Meter products, energy
forecasting and load research
products, and distribution
products.
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Severity Level 2. Moderate
Business Impact / Degraded
Operation: An Error other than
a Severity Level 1 Error, for
which there is no work -around,
which limits access or use of the
product or a business function,
causing the system to miss
required business interface or
deadlines. The system remains
available for operation but in a
restricted fashion.
*Severity 2 errors must be
reported by phone to initiate the
Severity 2 response
process. SRs initiated by email
or web interface are logged as a
Severity 3 until reviewed by Itron
TSS Management Team and
validated as a higher priority.
Itron will respond to a
Customer SR within one (1)
business day and will update
the SR at least every other
day.
Customer will respond to an
Itron inquiry or request within
one (1) business day.
Severity Level 3. Minor
Business Impact /
Compromised Operation: An
Error other than a Severity Level
1 or Severity Level 2 Error that
has an inconvenient use of or
aces to a product function. (e.g.,
a feature is not working as
documented but a work -around
is available and significant
business functions are not
materially impaired).
Itron will respond to Customer
SR within two (2) business
days.
Itron will make diligent efforts
during normal business hours.
SRs shall be escalated to Itron's
TSS Management Team if a Fix
is not provided within three (3)
business days of Itron's receipt of
Customer's call and creation of
the SR.
"Fix" means a correction of an
Error, including a work -around, in
order for product to function in
accordance with applicable
specifications.
Itron's TSS Management Team
will make diligent efforts during
normal business hours.
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Severity Level 4. No Business
Impact / Standard Operation:
An Error other than a Severity
Level 1, Severity Level 2 or
Severity Level 3 Error. Generally
a cosmetic Error or an Error
which does not degrade
Customer's use of the product or
system.
Severity Level 5. Customer SR
for an enhancement or new
functionality.
Itron will respond to Customer
SR within three (3) business
days, or as otherwise agreed
by the Parties.
N/A
Itron TSS Management Team will
make commercially reasonable
efforts during normal business
hours.
The SR will be evaluated as a
potential, future product
enhancement. If the
enhancement or new functionality
requires more immediate
attention for Customer, Itron will
engage Itron's professional
services group to create a
customized proposal for
Customer, at Itron's then -current
services rates.
Page 27 of 35
DocuSign Envelope ID: C1403BAD-273F-46BD-91 D2-F5174B3F30BA
/iron
PROFESSIONAL SERVICES ADDENDUM
Agreement No.: 00020865.0
1. Relationship to General Terms and Conditions. This Addendum is subject to the General Terms and
Conditions and applicable Order Documents.
2. Additional Definitions. The following defined terms are in addition to those defined in the General Terms
and Conditions:
Change means a change to the scope of Professional Services or related deliverables to be provided by
Itron under a Statement of Work.
Change Request means a request made by Itron or by Customer for a Change.
Change Order means a written document describing a Change agreed to by Itron and Customer that is
signed by both Parties.
Professional Services means professional services such as installation services, implementation
services, consulting services and project management services and other similar services described in a
Statement of Work, but excluding cloud services, managed services and support and maintenance
services.
3. Statement of Work Requirement. Itron has no obligation to provide Professional Services in the
absence of a Statement of Work agreed to by Itron and the Customer and a Purchase Order issued by
Customer to purchase Professional Services under that Statement of Work. Customer shall order
Professional Services by issuing a Purchase Order to Itron in accordance with this Agreement.
4. Expenses. Customer will reimburse Itron for reasonable out-of-pocket travel -related expenses incurred
by Itron relating to the provision of Professional Services.
5. Invoicing. Itron will invoice Customer for Professional Services as set forth in the applicable Order
Document or Statement of Work. Unless otherwise provided in the applicable Order Document or
Statement of Work, Itron will invoice Customer for Professional Services at the end of the month in
which they are performed and for expenses as incurred.
6. Customer Responsibilities. Customer shall timely perform all its assigned roles, responsibilities and
tasks under each Statement of Work using qualified personnel. Customer shall also provide Itron with
reasonable cooperation with respect to the Professional Services, including for example, by providing
Itron with reasonable access to Customer's facilities, service territory, personnel, systems, and
information.
7. Reference Information. If Customer provides Itron any designs, technical information, or other
information required by Itron to provide Professional Services and/or related deliverables (collectively,
"Reference Information"), Itron shall be entitled to rely on the accuracy of such information and
documents. To the extent Customer's failure to provide accurate and complete Reference Information
results in any delay or increases Itron's cost of performing Professional Services, the delay shall be
excused, and Itron shall have the right to increase its Fees as necessary to offset its increased costs
of performing Professional Services. Itron will provide Customer with reasonable evidence of its
Page 28 of 35
DocuSign Envelope ID: C1403BAD-273F-46BD-91 D2-F5174B3F30BA
/iron
Agreement No.: 00020865.0
increases costs of performing the Professional Services and will make commercially reasonable efforts
to minimize such costs to the extent practicable under the circumstances.
8. Delays. To the extent Customer's failure to adhere to Customer's responsibilities and requirements
under an Order Document or Statements of Work results in any delay or increases Itron's cost of
performing Professional Services, the delay shall be excused, and Itron shall have the right to increase
its Fees as necessary to offset its increased costs of performing Professional Services. Itron will
provide Customer with reasonable evidence of its increases costs of performing the Professional
Services and will make commercially reasonable efforts to minimize such costs to the extent practicable
under the circumstances.
9. Express Warranties for Professional Services. Itron warrants to Customer that Professional Services
will be provided by personnel with the requisite experience, skills, knowledge, training and education
and in a timely, professional, and workmanlike manner in accordance with the applicable Statement of
Work.
10. Remedies. As Customer's exclusive remedy for any material noncompliance by Itron with the express
warranties provided above for Professional Services, Itron shall correct the noncompliance within a
reasonable period of time under the circumstances, if Customer gives Itron written notice (which notice
must describe the noncompliance in sufficient detail to enable Itron to provide the required corrective
action) within ninety (90) days of performance of the applicable noncompliant Professional Services. If
Itron, in its sole discretion, is unable to correct the noncompliance, its sole obligation will be to refund
to Customer a pro -rata amount paid for the nonconforming Professional Services.
11. Change Requests & Change Orders. Either Party may propose a Change Request. All Changes must
be approved pursuant to the Change Order. The Parties will adhere to any Change Request
procedures set forth in the applicable Order Document or Statement of Work. If Itron receives a Change
Request from Customer, Itron will prepare and submit a proposed Change Order to Customer
describing the Change and associated fees. No Change Order will be binding upon Customer or Itron
unless signed by authorized representatives of both Parties. All Change Orders will be governed by
the terms and conditions of this Agreement.
12. Project Deliverables. Itron shall provide Customer with project -related documentation and other
deliverables identified in the applicable Statement of Work. Customer shall have a non-exclusive, non-
transferable license to use such documentation and other deliverables for Customer's internal business
in furtherance of the purpose for which they were provided by Itron. For clarity, the foregoing license
does not apply to software or firmware licensed by Customer under other Addenda to this Agreement.
13. Survival. The following sections of this Addendum shall survive termination or expiration of this
Agreement or any Order Document or Statement of Work: 1 (Relationship to General Terms and
Conditions), 2 (Additional Definitions), 3 (Statement of Work Requirement), 4 (Expenses), 5 (Invoicing),
7 (Reference Information), 8 (Delays), 9 (Express Warranties for Professional Services), 10
(Remedies), 11 (Change Requests & Change Orders), 12 (Project Deliverables) only with respect to
licensing, and 13 (Survival).
Page 29 of 35
DocuSign Envelope ID: C1403BAD-273F-46BD-91 D2-F5174B3F30BA
itrdn
Agreement No.: 00020865.0
SOFTWARE ADDENDUM
1. Relationship to General Terms and Conditions. This Addendum is subject to the General Terms and
Conditions and applicable Order Documents.
2. Additional Definitions. The following defined terms are in addition to those defined in the General Terms
and Conditions:
Endpoints means a physical device (e.g., a meter, encoder -transmitter -receiver module, or other
measuring, monitoring or sensing device) capable of being used in connection with Itron Software.
Itron Software means the machine readable (object code) version of computer programs listed on an Order
Document for licensing by Customer under this Agreement that are developed by or on behalf of Itron.
License Term means the duration of the Itron Software license granted by Itron to Customer under this
Addendum.
Software means Itron Software and Third -Party Software.
Third -Party Software means the machine readable (object code) version of computer programs listed on
an Order Document for licensing by Customer that are not developed by or on Itron's behalf.
3. Ordering Software. Customer shall order Software by issuing a Purchase Order to Itron in accordance
with this Agreement.
4. Invoicing. Itron will invoice Customer for Software upon the date of delivery.
5. Itron Software License. Subject to Customer's payment of all applicable Fees and compliance with this
Agreement, Itron hereby grants to Customer a non-exclusive and non -transferable license to use Itron
Software and related Documentation for Customer's internal business purposes within the Territory and
during the License Term in connection with the number of Endpoints or other devices specified on the
applicable Order Document. The License Term for all Itron Software shall be specified in the applicable
Order Document. Customer may make a reasonable number of copies of Itron Software for archival
and back-up purposes.
6. Third -Party Software. All Third -Party Software and related documentation is separately licensed by the
applicable third -party, and Customer's rights and responsibilities with respect to such software or
documentation shall be governed in accordance with the third -party licensor's applicable software
license. If Customer chooses to order Third Party Software, Customer shall enter into or accept one
or more separate third -party agreements as part of the ordering, fulfilment, installation and/or download
processes for such Third Party Software.
7. Documentation. Itron will make its standard Documentation for Itron Software available via download.
Itron will provide Customer with download instructions.
8. Itron Software License Restrictions. Customer is not permitted to (i) modify or create any derivative
works from Itron Software, (ii) include or combine Itron Software with any software, equipment, or
hardware other than as authorized by Itron, (iii) use Itron Software to provide services to third -parties,
(iv) reverse assemble, decompile, reverse engineer Itron Software or otherwise attempt to derive its
source code, (v) export Itron Software out of the Territory, or (iv) use any Itron Software to create
products or services that compete with any of Itron's products or services. Customer is not permitted
to copy Itron Software other than to make one machine readable copy for disaster recovery or archival
Page 30 of 35
DocuSign Envelope ID: C1403BAD-273F-46BD-91 D2-F5174B3F30BA
ItI-0I1
Agreement No.: 00020865.0
purposes. Itron Software is only permitted to be installed on one production environment and one test
environment on customer premises. Customer's breach of these restrictions shall constitute a material
breach of this Agreement and shall result in revocation and immediate termination of all rights and
licenses granted under this Agreement. Revocation does not preclude Itron from pursuing any legal
and equitable remedies for Customer's breach of these restrictions.
9. Limited Itron Software Warranty. For a period of ninety (90) days from the date of delivery, Itron
warrants solely to Customer that the Software will substantially conform in all material respects to the
applicable Itron published specifications. As Customer's sole and exclusive remedy for any breach of
this warranty, Itron will, at its option, during the warranty period set forth in this section, repair or replace
non -conforming Itron Software to substantially conform to the foregoing warranty, provided that Itron
will have no obligation to repair or replace any non -conforming Itron Software if this Agreement or
applicable Order Document has terminated or expired. The foregoing warranty does not apply to non -
conformities in Itron Software due to: (i) modifications not made or approved by Itron in writing; (ii)
Customer's or any third party's negligence or intentional acts; (iii) misuse or abuse, including the failure
to use or install Itron Software in accordance with the Documentation; (iv) incorrect data, or data entry
or output, as applicable, by Customer or a third party; (v) third party software, hardware or firmware not
provided or authorized by Itron in writing; (vi) a Force Majeure event; or (vii) viruses or security
vulnerabilities introduced into the Itron Software or Customer's systems through no fault of Itron. After
the ninety (90) day period described above, any Itron Software errors will be addressed under
maintenance and support terms.
10. Effect of Termination for Cause. Upon termination of an Itron Software license for cause or expiration
of a License Term, whichever occurs first, Customer shall immediately discontinue use of the applicable
Itron Software and related Documentation, and Customer will destroy or return to Itron any and all
copies. Upon Itron's request, Customer will confirm in writing that Customer has destroyed or has
returned Itron Software and related Documentation in compliance with this section. This requirement
applies to copies in all forms, partial and complete, in all types of media and computer memory, and
whether or not modified or merged into other materials. Termination of an Itron Software license for
cause will not restrict Itron from pursuing any other remedies available to it, including injunctive relief,
nor will it relieve Customer of its obligation to pay all fees that accrued prior to such termination.
11. Third -Party Software Warranty. Itron is not the owner of Third -Party Software and makes no
representations or warranties whatsoever, directly or indirectly, express or implied, as to the suitability,
durability, and fitness for use, merchantability, condition, quality, performance or non -infringement of
any Third -Party Software. Third -Party Software shall be subject to any warranties provided by the Third -
Party Software provider. Itron will pass through to Customer, or make commercially reasonable efforts
to enforce on Customer's behalf, any warranties and remedies received from the Third Party Software
provider.
12. U.S. Government Contracts Only. If a Software license is acquired under a United States government
contract, Customer acknowledges that Software, Updates and associated Documentation are
(i)"Commercial Computer Software" as defined in 48 C.F.R. 12.212 of the Federal Acquisition
Regulations (FAR) and in 48 C.F.R. 227.7014(a)(i) of the Department of Defense Federal Acquisition
Regulations Supplement (DFARS), and (ii) are provided with only the commercial rights and subject to
the restrictions described in this Agreement.
Page 31 of 35
DocuSign Envelope ID: C1403BAD-273F-466D-91 D2-F5174B3F30BA
Agreement No.: 00020865.0
1. License Use Verification & Audit.
o License Use Verification. Promptly upon Itron's written request, and no more than once
annually, Customer must furnish Itron with a letter signed by an officer of Customer,
verifying that Itron Software is being used by Customer in compliance with the licenses
granted, and confirming the number, identification, type and location of Endpoints and other
devices being managed by Customer using Itron Software.
o Audit. Itron has the right to audit Customer records to verify the number of Endpoints and
other devices being managed by Customer using Itron Software and otherwise confirm
Customer's compliance with license restrictions and Fee obligations of this Agreement.
Itron must provide Customer with at least thirty (30) days prior written notice of the audit.
The audit must be conducted during Customer's normal business hours at a mutually
agreeable location. Itron's right to conduct an audit under this section is limited to one time
per year, unless Itron has reason to believe that Customer is out of compliance with the
license restrictions and Fee obligations of this Agreement. Itron has the right to use an
independent auditor to conduct the audit. The audit shall be at Itron's sole cost and
expense, unless the audit identifies a deficiency in Fees or other amounts owed or
reimbursable by Customer during the audited period that is greater than five percent (5%)
of the total amounts payable by Customer — in which case Customer must reimburse Itron
for the reasonable cost of the audit. All amounts found to be owed by Customer under this
Section will be payable within thirty (30) days after receipt of invoice from Itron.
• Survival. The following sections of this Addendum shall survive termination or expiration of this
Agreement or any Order Document or Statement of Work: 1 (Relationship to General Terms and
Conditions), 2 (Additional Definitions), 4 (Invoicing), 5 (Itron Software License) except to the extent
applicable license rights expire or are terminated in accordance with this Agreement, 6 (Third -Party
Software), 8 (Itron Software License Restrictions), 9 (Limited Itron Software Warranty), 10 (Effect
of Termination for Cause), 11 (Itron Disclaimer of Third -Party Software Warranty), 12 (U.S.
Government Contracts Only), 13 (License Use Verification & Audit) and 14 (Survival).
Page 32 of 35
DocuSign Envelope ID: C1403BAD-273F-46BD-91 D2-F5174B3F30BA
ltrn
Order Document
Agreement No.: 00020865.0
ftron
City of Clearwater, Florida
This Order Document is governed by the Master Sales Agreement between Customer and Itron dated
11/1/2018, including any amendments thereto (the "Agreement"). Except as otherwise defined in this
Order Document, capitalized terms herein have the meanings assigned to them in the Agreement.
This Order Document applies only to the products and services described in the pricing summary attached
thereto as Attachment A and the Statement of Work attached hereto as Attachment B.
Except as otherwise expressly provided or modified in this Order Document, the (i) terms and conditions of
the Agreement remain in full force and effect, and (ii) this Order Document and the Agreement constitute
the entire and exclusive agreement between the Parties regarding the subject matter hereof, and supersede
all proposals and prior agreements, oral or written, and all other communications. In the event of a conflict
between this Order Document and the Agreement, this Order Document shall govern.
Each Party has executed this Order Document by its duly authorized representative.
Page 33 of 35
DocuSign Envelope ID: C1403BAD-273F-46BD-91 D2-F5174B3F30BA
Attachment A
Pricing Summary
Itecirrs
atacv:e /Gas / Water
.n11.8118800rl c08868011 urea/yvi. zvw amrrc5na
2111 N. Molter Rd.
Liberty Lake, WA 99019
lax: 808-787-6910
www 9reo ewe
Agreement No.: 00020865.0
Pricing Summary for
City of Clearwater, FL
88100 15383-18 Ver2 Jul
.1519 17, 2018
Item Part Number Desorption
City
Unit Price Extended Price Notes
Software
1 FCS-U-MVRS / FCS Software License, 50,001-75,000 Endpoints
FCSCC-ED
Professional Services
2 Services
3 Expenses
FCS v4 Implementation with On-site Training/Configuration Services
Travel 8 Expenses (estimated)
Professional Services Total
Annual Maintenance
4 Maintenance FCS Software License, 50,001-75,000 Endpoints
5 Hardware
Annual Main t Total
Optional Professional Services
6 Services Remote FCS vd Implementation/Training Services
No Charge
510,515.00
51,575.00
$12,090.00
33,920.20
510 763 26
$14,68.62
$8,895.00
(1-3)
(1.4)
Notes and aaolmnttnnq
(1) Professional services pricing is an estimate and is based on assumptions that have not been confirmed. In order to create a formal Scope of Work and a more accurate
protessional services bid, a detailed discussion of actual project requirements will be necessary.
(2) FCS Services with On-site services includes remote Kickoff, remote FCS installation onto single system (or small distributed, up to 2 clients), On-site FGS Configuration for
(10) FC300 handhelds and (2) MC3 setup and FCS system testing, On-site FCS training on Desktop and Data Collation 'Life of a Route' training, remote consulting/support
during Test Phase, remote Go Live support during Production Cutover and 'formal transition to (iron Support. Standard hours, 8AM to 5PM, Monday through Friday. No
weekend services.
(3) Estimated travel and expenses will be billed as actual.
(4) Remote FCS Services includes Kickoff, FCS installation onto single system (or small distributed, up to 2 clients), FCS Configuration for (10) FC300 handhelds and (2) MC3
setup and FCS system testing, FCS training on Desktop and Data Collation 'Life of a Route' training, remote consulting/support during Test Phase, remote Go Live support
during Production Cutover and formal transition to Itron Support. Standard hours, SAM to 5PM, Monday through Friday. No weekend services.
(5) Pricing is based on existing agreements or (iron's standard terms and conditions: Equipment Purchase Agreement, Maintenance and Support Services Agreement, Master
Sales Agreement, Private Cloud Services Agreement, Professional Services Agreement, and Software License Agreement.
(8) Taxes are not included. Prices are in US dollars. Price is valid for 90 days.
Confidential
Page 34 of 35
DocuSign Envelope ID: C1403BAD-273F-46BD-91 D2-F5174B3F30BA
Itr�n
Attachment B
Statement of Work
Page 35 of 35
Agreement No.: 00020865.0
DocuSign Envelope ID: 331989EB-DA50-4EAC-947B-FA2F4871 CFE7
statement of work
NEW FCS V4 SINGLE SYSTEM INSTALL WITH ON-
SITE FCS TRAINING (FROM MV -RSI
City of Clearwater, Florida
Author. Terri lzzi
Date: October30, 2018
Version: 1.0
Itron, Inc.
USA
www.itron.com
DocuSign Envelope ID: 331989EB-DA50-4EAC-9478-FA2F4871 CFE7
knots
Date
Author
Version
Change Reference
10/30/18
Terri Iui
1.0
Date Created
This Statement of Work ("SOW') document defines the activities ("Services") to be performed by Itron, Inc.
Citron") for City of Clearwater, Florida ("Customer") for New FCS v4 Single system install with on-site FCS
Training (from MV -RS) ("Project'). This SOW is entered into as of the date last signed below ("Effective Date")
and is governed by the terms and conditions of the Master Sales Agreement ("Agreement') dated November
1, 2018, as amended, by and between Customer and Itron.
By signing this SOW, Customer engages Itron to provide the following Services and Deliverables related to the
Project:
Services Provided
Desai t a ;. _.
pi a bles
Remote System Services for
Kickoff and Project Planning
1. Itron will conduct a remote Kickoff
meeting for project team introductions
and discuss topics below:
a. system architecture and system
requirements for single system
install;
b. Section C.1, Project Timeline and re-
establish dates based on current
calendar availability through Project
Transition;
c. confirm data collection devices (10)
FC300 handhelds and (2) MC3;
d. obtain HDL file for pre -testing and
review HDL interface file
specifications, as needed;
PDF Format Reference
Guides:
• H/N/ & SAN system
requirements for FCS
v4.0 Installation
. FCS v4.0 Installation
Guide & Release
Notes
• FCS v4.0 HDL and
HUL File Format
• FCS v4.0 CSV / XML
Reference Guide
DocuSign Envelope ID: 331989EB-DA50-4EAC-9478-FA2F4871 CFE7
throw
Services; Provided
ISicrpticlntomtpenits ,
1` erabIes
e. Discuss XML overview and
specifications document walkthrough
if choosing XML format;
f. Next steps for remote FCS
installation services
Remote Technical System
Services for FCS installation
1. Itron will provide remote FCS Installation
onto utility -provided hardware (Pre-
Production) per FCS system requirements
in FCS Installation Guide for single system.
2. Itron will provide remote consutting/support
during the remaining configuration and
FCS Test Phase, including support for
interface file, HDUHUL or XML (to be
determined) per specifications.
See Assumptions #5 and #7 regarding
Customer responsibilities prior to
Installation services.
• One (1) single FCS
v4.0 standalone
system installed
On-site Technical System
Services
1. Itron will review and modify System
parameters and settings and will match
current MV -RS settings including gas
datalogging and (10) FC300 handhelds
and (2) MC3 added to FCS and support
questions on options, as needed.
3. Itron will configure Communications — for
up to Four (10) FC300 handhelds.
4. Itron will test the Pre -Production system
and perform "Life of a Route" testing
from import (HDL) to export (HUL) using
standard Itron test scripts and hand off
the system to the Customer to complete
Customer internal testing.
NOTE: See Assumption#22 regarding
issues found during Test Phase.
• One (1) single FCS
v4.0 standalone
system installed,
configured and tested
following standard
Itron test scripts.
• (10) FC300
Handhelds and (2)
MC3 loaded with
FCSDC v4 software.
On -Site Training Services
Itron will provide on-site FCS training services
to include:
1. Training of IT administrators for user setup
and configuration/settings; (occurs during
instaliation/configuration);
2. FCS Desktop Operational Training
services. Topics will include differences
between MV -RS and FCS, such as "Life of
• FCS Desktop daily
operations training
completed
• FC300 Data
Collection Training
completed
• FCS Online Help
executable and
overview of use
118i CaC'!'fK tau
Roe 3otii
DocuSign Envelope ID: 331989EB-DA50-4EAC-9478-FA2F4871 CFE7
Services Provldedpr►tCir'
`,
pel gables
Route" Basic Operations Center, reports
review and basic handheld meter reading
training, loading/unloading routes to FC300
and MC3.
• FCS Basic
Operations slide deck
• FC300 cheat sheet
• FC300 FCS Hot Keys
Quick Reference
Guide
PDF Format
• Field Collection
System and MV -RS
Reports
• FCS Handheld Users
Guide
Remote System Services for
FCS Production/Cutover and
Transition to Support
1. Customer and Itron will plan and schedule
date for FCS Go Live Production/Cutover
support for questions or issues.
NOTE: See Assumption#22 in the event of
issues logged during Production Cutover.
2. Itron Project Team and Support will
conduct formal Project Transition and Post -
Production Support with Itron Technical
Support Services.
• FCS v4.0 standalone
system cutover/Go
Live completed.
• Formal transition to
Itron Technical
Support completed
Project Management
Administer the project from the start date to
include project setup, documentation and
admin tasks.
• Final Invoice
• Project Summary
Report
C.1. Project Schedule
The Project schedule is dependent on resource availability and any other readiness requirements set forth in
this SOW after the signed SOW is received by Itron and fully executed. Estimated dates in the Project
Schedule Table below are subject to change upon receipt of fully executed SOW. The entire Project schedule
start and end dates will be defined for all Tasks during the Project Kick -Off meeting. The Project Team requires
at least 3 -week advanced notice of a schedule change. If an on-site trip is re -scheduled with short notice,
change fees and higher cost of travel expenses might apply. Customer and Itron will determine any additional
charges if the Project Team was impacted due to short notice cancellation or change and might require the
Change Order Process.
Work is anticipated during standard business hours, SAM to 5PM Monday — Friday, Eastern Time. No U.S.
holiday or Weekend hours are anticipated. Any U.S. holiday or Weekend hours needed may or may not be
available to Customer depending on resource availability. If Customer and ltron agree to schedule U.S. holiday
hours, Customer will be billed at "double time" of standard rate (Weekend hours "time and a half of standard
rate) for the applicable services required and will require a Change Order. Itron must be notified of U.S. holiday
and Weekend scheduling at least 60 days in advance. Any additional work during standard business hours will
utilize the Itron standard rate of $190thour USD for System Services and $225/hour for Training and Project
Management services_
C. y: FL. f‘ S '4eSystrninW3rais;i 3C�'rT18.docx cxreir i
DocuSign Envelope ID: 331989EB-DA50-4EAC-9478-FA2F4871 CFE7
rf
The following table shows the Project tasks and the estimated start and completion dates for the SOW. Project
Schedule dates will be adjusted based on the actual start date but are always dependent on full availability from
Customer resources. Itron estimates that the Project will be completed in approximately two (2) months after
the start date depending on length of Test Phase and scheduling.
Item
Service <'
, ,,'
`
°En'
Estimated
1
Remote System Services for Kickoff, system
requirements and planning
3
01/06/19
01/06/19
2
Remote single system FCS installation
8
01/07/19
01/07/19
3
Trip#1: Billable Travel Hours (Roundtrip)
_ 16
01/14/19
01/14/19
4
Trip#1: On-site FCS single system configuration and
system testing
4
01/15/19
01/15/19
5
Trip#1: On-site FCS Desktop and Data Collection
Training Services
12
01/16/19
01/17/19
6
Remote Consulting/Support during Test Phase, Go Live
and Transfer to Support
10
02/18/19
02/19/19
8
Remote Technical Support Transition
1
02/22/19
02/22/19
9
Project Management
3
01/06/19
02/28/19
Total
Hours
57
C.2 Assumptions
This section provides the key assumptions for the Project.
1. Customer will furnish all facilities and related services at Customer's site that are required by Itron personnel
engaged to perform the Services under this SOW.
2. Customer will appoint a technically qualified Project Manager or Lead who will be the key point of contact for
Itron related to the Services provided under this SOW.
3. Customer will identify experienced resources as outlined in this document by the end of the Planning phase
for the duration of the Project.
4. Customer will identify all outside consultants and partners who will participate in the Project, along with their
roles and contact information.
5. Customer is responsible for procuring One (1) single system in accordance with Itron recommendations and
specifications as defined in the FCS Installation Guide for single system installations.
6. Itron is not providing any hosting services or servers as part of this scope.
7. Customer agrees to procure and configure TCPIP network, all computer and communications hardware,
such as single server per recommended hardware and Operating System software requirements as
defined in the FCS Installation Guide for single system prior to ltron arrival on-site.
8. Itron is responsible for the On -Site installation and configuration of the FCS software onto One (1)
standalone single systems (Application Server, Database Server (SQLExpress) and Communication Server
based on FCS Installation requirements defined in the FCS Installation Guide.
S 't+v E t lexwa' 2FLJAR.St oFCS::ogle.Swir. r n . T.mini g_300071 { ocx Cce4en
Page 7Ot 9
DocuSign Envelope ID: 331989EB-DA50-4EAC-947B-FA2F4871 CFE7
9. Customer will allow Itron resource access to the FCS server during installation and configuration tasks.
10. Customer to provide ADMINISTRATOR access levels to computers and hardware required to carry out
installation/configuration tasks listed in the FCS Installation Guide.
11. Customer agrees to make available operations and technical personnel as required to respond to inquiries
from the Itron engineer conceming system settings, configuration, and operation.
12. Training will be provided on-site at the Customer location. All training will use Customer data, if possible.
However, if it is not possible, the training will be provided with Itron demo data.
13. Customer to make available to the Itron Consultant access to FCS system to successfully review current
system, walk-through current operations and provide on-site training services described for this project.
14. This project assumes use of existing MV -RS host download/upload files.
15. This is a "baseline" implementation Project No customization of the Itron software (except as defined in
assumptions below) is included in the scope of work. If, during business process discussions, the need for a
product enhancement and customization are identified, this will be considered out of scope, and will either
require a new Statement of Work or Change Order to be approved prior to implementation of any change.
16. Itron will provide a stand-alone copy of Crystal Reports 2008 Advanced Developer tool upon request
to be installed by the Customer (recommended on a machine separate from the FCS Application
Server). The Customer is responsible for (or outsourcing) Crystal report modifications. All services
related to custom Crystal report specifications, modifications and testing and will be managed by the
Customer independent of this Project. Itron will be responsible for providing overview of FCS
documentation (Database Schema and FCS Installation Guides) and Online Help as references of
Database table/field information and report cross-reference with MV -RS reports and FCS report
specifications.
17. Itron will provide the Customer team members with the FCS Online Help executable and a standard set of
Itron documentation in PDF format such as functional and technical specifications and training materials for
Customer's use in preparing for and executing the Project after the SOW is fuly executed.
18. Customer will establish an intemal system troubleshooting resolution plan for initial triage of FCS system
issues.
19. Customer will be responsible for the creation and execution of test cases specific to their needs; i.e. - parallel
test cases and volume test cases.
20. Software, Release Notes and system requirements can be obtained via Itron Access.
21. Customer will be responsible for developing and implementing any disaster recovery (DR) plan.
22. Itron and Customer are responsible for timely assessment of issues, i.e. configuration -related, product defect
or product enhancement, with Severity Levet All Severity l's must be addressed before acceptance of
system readiness for Production.
23. Customer will determine length of time to operate FCS in a test state and coordinate with Itron Technical
Consultant date for Cutover to Production `Go Live". This may or may not happen while Itron is on-site.
Itron support of testing is outlined in the Project Schedule —Table C1 above.
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DocuSign Envelope ID: 331989EB-DA50-4EAC-947B-FA2F4871 CFE7
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24. Itron Project Resource and Technical Support services will assist the customer in the transition to Itron
Support. Support hours are outlined in the Project Schedule — Table C1 above.
25. Delivery schedule for these services is based on mutually agreeable times between Itron and Customer and
cannot be confirmed until this SOW is executed between both parties.
26. Any additional change requests to the original specifications in this SOW after execution, including
additional testing requirements that would affect the total service hours must follow the Change Control
process.
27. Project completion is defined as completion of scoped services and Deliverables delivered, as
defined in Section C. Project will be closed and invoiced upon Project Completion. Product issues not
affecting defined Deliverables will be transitioned to Itron Support to manage and support and the
Project will be closed two weeks from Project Transition to Support.
Total Service fees for the Project are calculated to be $7,795.00 (USD) on a FIXED FEE basis per Itron
BMR#15363-18 Ver2 Jul. Travel hours will be billed as actual not to exceed $2,720.00. Travel and Living
expenses will be billed as actual and estimated at $1,575.00 (USD). The estimated total number of hours shall be
57 including services and travel hours.
These fees are based upon ltron's recommended engagement approach, staffing levels, scope of the Project
and Project Schedules as outlined in this SOW. Modifications to any of these factors will result in changes to
the estimated fees. Any changes that affect ltron's engagement approach, staffing levels, scope of the Project
and Project Schedules will follow the Change Control Process described in this SOW.
Itron will invoice Customer at the end of the Project for Services performed and for costs incurred. If at any
point, there is reason to believe that this amount will be exceeded; Itron will immediately notify Customer as to
the changes in the estimate and issue a Change Order, which will be approved by Customer. Customer shall
pay all taxes, if any, due for Services provided by Itron to Customer under this SOW.
Actual, reasonable travel and related expenses will be billed directly to Customer at the end of the Project. Note:
Itron commits to minimizing its expenses wherever possible by taking advantage of advance purchase
discounts and corporate travel arrangements.
E. Change
An Itron Change Order Form ("Change Order") will be used for communicating changes to this SOW. The
Change Order must describe the change requested, the rationale for the change, the estimated price and the
effect the change will have on the overall Project All Change Orders must be approved and signed by
Customer and Itron.
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DocuSign Envelope ID: 331989EB-DA50-4EAC-9478-FA2F4871 CFE7
Requested
Contact Name
Cynthia Boyd
Contact Phone # (s)
727-851-0504
Contact Email Address
Cynthia.Boyd@myClearwater.com
Physical Location Address (if applicable)
100 S Myrtle Ave Clearwater FI 33756
Billing Address (if different from above)
Printed Name
Special Billing Requirements?
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Purchase Order #
VP Treasury
G. Statement afVY'airlc
Customer and Itron agree to the terms of this SOW and by signing below, Customer authorizes Itron to perform
the Services detailed herein.
[Statement of Work Identifier. New FCS v4 Single system install with on-site FCS Training (from MV -RS)
;City of Clearwater, Florida
SOW Author. Tem Izzi
Date Created: 10/30/18
Version: 1.0
Please e-mail or fax a PDF file of the signed SOW to the contact below. E -mailing or faxing only the signature
page is not acceptable. A fully executed copy will be returned to you electronically in PDF format by e-mail.
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Authorized Signature
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Printed Name
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Title
VP Treasury
Date
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Date
11/14/2018
[Statement of Work Identifier. New FCS v4 Single system install with on-site FCS Training (from MV -RS)
;City of Clearwater, Florida
SOW Author. Tem Izzi
Date Created: 10/30/18
Version: 1.0
Please e-mail or fax a PDF file of the signed SOW to the contact below. E -mailing or faxing only the signature
page is not acceptable. A fully executed copy will be returned to you electronically in PDF format by e-mail.
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DocuSign Envelope ID: 331989EB-DA50-4EAC-947B-FA2F4871 CFE7
If an original signed paper agreement is required, please mail the signed SOW to the address below. If mail is
used, ovemight service is recommended. Please provide a tracking number to Terri Izzi at
FCS.Services@itron.com. A fully executed copy will be returned to you electronically in PDF format by e-mail
and the original signed paper copy will be retumed by mail.
(Hard Copy)
itron, Inc.
2111 N. Molter Rd.
Liberty Lake, WA 99019
Attn: Legal-Contracts/Micah Theckston
(EmailedlSoft Copy) Attn: Tem Izzi
Fax: (855) 835-4724 or pdf and email to FCS.Servicesaitron.com.
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