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HomeMy WebLinkAboutAQUA-METRIC SALES COMPANYA 1�ti�;N2URANCE NOT REQUIRED �Q WORK NIAY PROCEED CLDi?K OF COUNCIL trr. THIRKETTLE CORPORATION A-2020-235 ANNUAL SERVICES AGREEMENT This Annual Services Agreement (the "Agreement') is made by and between Thirkettle Corporation dba Aqua -Metric Sales Company, a California corporation, having its principal location at 4050 Flat Rock Drive, Riverside, CA 92505 (the "Contractor") and City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California, having its principal location at 20 Civic Center, Santa Ana CA 92702 (the "Client'). Contractor and Client are each referred to individually as "Party" or collectively as the "Parties". The Parties agree as follows: RECITALS A. By separate agreement, Contractor has been engaged by Client to provide and install a fully functioning Advanced Metering Infrastructure (AM[) / Meter Data Management (MDM) system, and related software and services within the Contractor Agreement (or "Master Agreement'). Capitalized terms shall have the same meanings as defined within the Contractor Agreement. B. Contractor has been engaged by Client to provide Sensus, Inc. (a) Software -as -a -Service (the "SaaS Services") hosted services required for the daily operation of the FlexNet System (or the "AMI System"); and (b) Maintenance and Support services for the infrastructure and related software (the "Support Services"). C. Contractor agrees to, in accordance with the terms of this Agreement, perform the services and supply the goods as described in the attached Exhibits and Appendices (the "Work"), which is attached hereto and made a part hereof for all purposes. This Agreement shall include the following: i. This Annual Services Agreement ii. Exhibit A: Annual Services Pricing iii. Exhibit B: Support Standards iv. Exhibit C: Support Datasheet In consideration of the mutual agreements, covenants, representations and warranties contained herein, and in reliance thereon, intending to be legally bound, Contractor and Client agree as follows: 1. TERM. This Agreement shall commence on November 17, 2020 (the "Effective Date") and shall extend for one (1) year unless terminated earlier in accordance within the provisions of this Agreement or otherwise extended by the parties. This Agreement will automatically renew for additional one (1) year terms unless terminated pursuant to the terms hereunder. 2. SERVICES. This Agreement sets forth the annual subscription services, terns, and/or conditions billed by Contractor to Client on an annual recurring basis beginning on the first anniversary from the date the first year fees have been invoiced by Contractor to Client. For clarity, Contractor will invoice first year annual fees concluding the RNI commissioning within the Alpha Proof of Concept Phase of the Project. Contractor, through itself and through Sensus, Inc., agrees to perform and provide Client the annual services detailed herein Exhibit A. PRICING AND PAYMENT. Subject to the provisions of this Agreement, Client shall pay Contractor for the annual hosting and support fees in the amount set forth herein Exhibit A. Contractor shall automatically invoice Client for payment not more than ninety (90) days prior to the anniversary date of the Implementation Date. Client shall issue payment within forty-five (45) days of receipt of invoice. Notwithstanding, if Client fails to pay any invoice by the anniversary date, Contractor may seek ternination per Section 13 of this Agreement. Seeking termination per Section 15 does not preclude the Contractor from continuing to provide services that have already been paid for by the Client. Failure to give termination notice prior to renewal will result in automatic renewal and Client agrees to be responsible for subsequent annual fees. Reinstatement of lapsed Support Services will require full payment of Support Services fees that would have been due from the renewal of the last active period through the reinstatement date plus a ten percent (10%) reinstatement fee. Payment of the applicable amount for the current support period will be due upon reinstatement. This reinstatement policy applies if support has been cancelled or there is otherwise a lapse in coverage, such as for nonpayment of fees. Annual recurring fees will incur an automatic three percent (3%) annual increase to the antecedent fee for service. All pricing and payments shall be in US currency. 4. MODIFICATIONS, AMENDMENTS AND CHANGE ORDERS. No modification or amendment to this Agreement or the Work herein shall be binding upon either Party hereto unless such amendment is set forth in writing and duly executed by an authorized representative of each Party. An authorized representative for Client is not the designated contact for the Agreement/Project but is either the City Manager or the Executive Director of the Public Works Agency, or their designee. Contractor and Client each acknowledge additional product and services not detailed or described herein may be required to complete the Work. Either Party may initiate a request to modify, add or remove additional product or services. No additional product or service will be inclusive unless upon written amendment to this Agreement duly executed by an authorized representative from both Parties. Unless otherwise agreed upon, all additional product or services rendered will be quoted at current market values at the time of request. 5. SUSPENSION OR TERMINATION OF SERVICE. 5.1. Client may discontinue Support Services upon written notice and within sixty (60) days prior to the renewal anniversary. In the event of termination, Client acknowledges and agrees Contractor and/or Sensus will not be held responsible to diagnose, troubleshoot, update, repair, or replace any hardware or software previously purchased by Client. Client will be responsible for the purchase of hardware, software Updates or Upgrades, or hourly support and maintenance fees described in Exhibit B. 6. OWNERSHIP. 6.1. Contractor Materials. Contractor or its suppliers shall retain all right, title and interest (including but not limited to copyright and other proprietary or intellectual property rights) in the Contractor Confidential Information, the Contractor Proprietary Materials (excluding Client Work Product, Client Data and Client Confidential Information). 6.2. Client Materials. The Client shall retain all right, title and interest (including copyright and other proprietary or intellectual property rights) in the Client Work Product, Client Confidential Information and Client Data. Contractor may access Client Data only to respond to AMI services or technical problems or at the Client's request, and for the purposes of hosting such Client Data in connection with the provision of the AMI Services to the Client. Without limiting the generality of the foregoing, Contractor agrees that information and data on how the AMI Services are used by Client (such as, but not limited to, benchmarking data, usage patterns and roles) constitute Client Confidential Information and may only be used by Contractor to improve the delivery of AMI Services for Client, and may not be used for other purposes, and may not be distributed, transferred in detail or summary form to any third party without the express written consent of Client. 7. CONFIDENTIAL INFORMATION. 7.1. Each party shall hold the other party's Confidential Information in confidence and shall not disclose such Confidential Information to third parties other than to consultants or contractors, subject to similar terms of confidentiality, when disclosure is necessary for the purposes set forth herein, nor use the other parry's Confidential Information for any purpose other than the purposes set forth under this Agreement. The foregoing restrictions on disclosure shall not apply to information which is: (i) already known by the recipient, (ii) becomes, through no act or fault of the recipient, publicly known, (iii) received by recipient from a third party without a restriction on disclosure or use, (iv) independently developed by recipient without reference to the other parry's Confidential Information, or (v) is a public record under applicable laws, which shall control, subject to the terms of this Section. Subject to the California Public Records Act, the Client will maintain the confidentiality of all Contractor Confidential Information, and Contractor will maintain the confidentiality of all Client Confidential Information, with each party taking all reasonable precautions to protect the same, at a minimum taking those precautions used to protect its own Confidential Information from unauthorized use or disclosure. All Client Data shall be Page 2 deemed Client Confidential Information for purposes of this Agreement and the protections and requirements set forth herein. 7.2. The Client acknowledges that Contractor may use products, materials, or methodologies proprietary to Contractor. The Client agrees that Contractor's provision of services under this Agreement shall not be grounds for the Client to have or obtain any rights in such proprietary products, materials, or methodologies unless the parties have executed a separate written agreement with respect thereto. Contractor, for itself and its officers, agents and employees, agrees that it shall treat all information provided to it by the Client as confidential and shall not disclose any such information to a third party without the prior written approval of the Client. Subcontractors and affiliates of Contractor who need to know the Confidential Information to perform the Services shall not be considered third party for purposes of this Section. 7.3. Unauthorized Access. Contractor shall store and maintain Client Information in a secure manner and shall not allow unauthorized users to access, modify, delete or otherwise corrupt Client Information in any way. Contractor shall notify the Client immediately if the security or integrity of any Client information has been compromised or is believed to have been compromised, in which event, Contractor shall, in good faith, use all commercially reasonable efforts to cooperate with the Client in identifying what information has been accessed by unauthorized means and shall fully cooperate with the Client to protect such information from further unauthorized disclosure. 8. COMPLIANCE WITH LAWS 8.1. Contractor Compliance with Laws. Contractor will perform its obligations under this Agreement in a manner that complies with all Laws: (i) applicable to Contractor and Contractor's business, activities, Contractor's facilities and the provision of Services hereunder, including Laws of any country or jurisdiction from which or through which Contractor provides the Services or obtains resources or personnel to do so; and (ii) applicable to Client and Client's affiliates. "Laws" shall include and refer to any and all federal (national), state, provincial, municipal or local laws, regulations, rules, judicial decrees, decisions and judgments, executive and government orders and ordinances, and any and all directives of regional legislative and regulatory bodies and implementing legislation, as well as rules and regulations of any self -regulatory organization by which any party may be bound, including the Laws of each and every jurisdiction applicable to Client, Contractor, this Agreement and the performance of the Services. 8.2. Client Compliance with Laws. Client will perform its obligations under this Agreement in a manner that complies with all Laws applicable to Client's business, activities, and facilities. "Laws" shall include and refer to any and all federal (national), state, provincial, municipal or local laws, regulations, rules, judicial decrees, decisions and judgments, executive and government orders and ordinances, and any and all directives of regional legislative and regulatory bodies and implementing legislation, as well as rules and regulations of any self -regulatory organization by which any party may be bound. 9. LIMITED WARRANTIES, REPRESENTATIONS AND COVENANTS 9.1. Contractor represents, warrants and covenants as follows: a. Contractor has the right to enter into this Agreement and perform in accordance with the terms of this Agreement, and such actions do not violate any third -party agreement or other obligation by which Contractor is bound. b. Contractor is duly qualified to do business and is in good standing in every jurisdiction in which such qualification is required for purposes of this Agreement, except where the failure to be so qualified, in the aggregate, would not reasonably be expected to adversely affect its ability to perform its obligations under this Agreement; c. Contractor has the full right, corporate power and authority to enter into this Agreement, to grant the rights and licenses granted under this Agreement and to perform its obligations under this Agreement; d. The execution of this Agreement by Contractor's representative herein has been duly authorized by all necessary corporate action of Contractor. Page 3 10. DISCLAIMER OF WARRANTIES. 10.1. DISCLAIMER. EXCEPT AS SPECIFICALLY SET FORTH IN THIS AGREEMENT, THE SERVICES AND SOFTWARE ARE PROVIDED BY CONTRACTOR ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE; provided; however any such warranties received by Contractor from its suppliers shall be passed on to Client. 10.2. Limitations. Unless otherwise expressly provided herein, neither Contractor nor any of its service providers, licensors, employees or agents warrant that the operation of the Services will be uninterrupted or error free. Contractor will not be responsible for any damages that Client may suffer arising out of use, or inability to use, the Services to the extent Contractor is reasonably unable to control. 11. LIMITATIONS AND DISCLAIMERS OF LIABILITY. 11.1. DISCLAIMER OF CERTAIN DAMAGES. IN NO EVENT SHALL ANY PARTY HAVE ANY LIABILITY TO THE ANOTHER PARTY HERETO FOR ANY LOST PROFITS (WHETHER DIRECT OR INDIRECT), LOSS OF USE, COSTS OF COVER, OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES HOWEVER CAUSED AND, WHETHER IN CONTRACT, TORT, WARRANTY OR UNDER ANY OTHER THEORY OF LIABILITY, WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. 12. INDEMNIFICATION. 12.1. Contractor's Obligation. Contractor shall defend, indemnify and hold each Client Indemnitee (as defined below) harmless from any and all losses, costs, fines, penalties, damages and other amounts (including reasonable attorney fees) incurred by, assessed against or imposed on a Client Indemnitee arising from or in connection with any and all third party suits, claims, actions or demands (a "Claim"): (i) alleging any Product, Software or any Service infringes any valid and issued patent, copyright, or trademark or similar property right of a third party, (ii) for'personal injuries, death or damage to tangible personal and real property caused by the gross negligence or willful misconduct of Contractor, its employees, contractors or agents; (iii) relating to or arising out of Contractor's failure to comply with applicable law; and (iv) relating to or arising out of Contractor's breach of its confidentiality obligations hereunder. "Client Indemnitee" shall mean Client, and its respective officers, directors, employees, agents, successors and assigns. 12.2. Client Obligation. To the extent allowed by the laws of the State of California, Client shall defend, indemnify and hold Contractor harmless from any and all losses, costs, fines, penalties, damages and other amounts (including reasonable attorney fees) incurred by, assessed against or imposed on Contractor arising from or in connection with any and all third party suits, claims, actions or demands (a "Claim"): (i) for personal injuries, death or damage to tangible personal and real property caused by the gross negligence or willful misconduct of Client, its employees, contractors or agents other than Contractor; (ii) relating to or arising out of Client's failure to comply with applicable law; and (iii) relating to or arising out of Client's breach of its confidentiality obligations hereunder. 13. TERMINATION. 13.1. Default. In the event a Party hereto breaches this Agreement and such breach is not cured during the Cure Period (defined below), if applicable, the non -breaching Party may terminate this by providing no less than one hundred twenty (120) business days' prior written notice of termination (the "Termination Period") to the other Party. 13.2. Breach. Either party may terminate this Agreement for breach of duty, obligation or warranty upon exhaustion of all remedies herein. 13.3. Duties and Obligations of the Parties. In the event that this Agreement is terminated prior to the Expiration Date, the Client shall pay Contractor for services actually rendered up to the effective date of termination Page 4 and Contractor shall continue to provide the Client with services requested by the Client and in accordance with this Agreement up to the effective date of termination. Upon termination of this Agreement for any reason, Contractor shall provide the Client with copies of all completed or partially completed documents prepared under this Agreement contemporaneously with the Client making a final payment to Contractor in the amount consistent with services rendered as of the date of termination, including such subscription services the Contractor has contracted for in fulfillment of the terms of this Agreement. In the event Contractor has received access to Client information or data as a requirement to perform services hereunder, Contractor shall return all Client provided data to the Client in a machine- readable format or other format deemed acceptable to the Client, in the Client's reasonable discretion. 13.4. Cure Period. As used in this Agreement, "Cure Period" means a period of thirty (30) days after receipt by a breaching Party of written notice from the non -breaching Party that this Agreement has been breached. 14. INFORMAL DISPUTE RESOLUTION. Except in the event of termination pursuant to Section 17, if either Contractor or Client has a claim, dispute, or other matter in question for breach of duty, obligations, services rendered or any warranty that arises under this Agreement, the Parties shall first attempt to resolve the matter through this dispute resolution process. The disputing Party shall notify the other Party in writing as soon as practicable after discovering the claim, dispute, or breach. The notice shall state the nature of the dispute and list the Party's specific reasons for such dispute. Within ten (10) business days of receipt of the notice, both Parties shall commence the resolution process and make a good faith effort, either through email, mail, phone conference, in person meetings, or other reasonable means to resolve any claim, dispute, breach or other matter in question that may arise out of, or in connection with this Agreement. If the Parties fail to resolve the dispute within sixty (60) days of the date of receipt of the notice of the dispute, they may seek any other available relief. Notwithstanding the fact that the Parties may be attempting to resolve a dispute in accordance with this informal dispute resolution process, the Parties agree to continue without delay all of their respective duties and obligations under this Agreement not affected by the dispute. Either Party may, before or during the exercise of the informal dispute resolution process set forth herein, apply to a court having jurisdiction for a temporary restraining order or preliminary injunction where such relief is necessary to protect its interests. 15. ENTIRE AGREEMENT. All other terms and conditions that are part of this Agreement shall be as set forth in this Agreement and all Order Forms completed and approved pursuant to this Agreement, constitute the complete and exclusive terms of the agreement between the parties regarding the subject matter and supersedes all other prior and contemporaneous agreements or communications with respect to the subject matter hereof. This Agreement represents the entire agreement between the parties; no additional verbal or written agreement exists affecting or amending its terms. 16. NONWAIVER. Any failure or delay by either party to exercise or partially exercise any right, power or privilege hereunder shall not be deemed a waiver of any of the rights, powers or privileges under this Agreement. The waiver by either party of a breach of any term, condition or provision of this Agreement shall not operate as, or be construed as, a waiver of any subsequent breach thereof. 17. NOTICES. Except as otherwise provided in the Agreement, all notices or other communications hereunder shall be deemed to have been duly given when made in writing and delivered in person or mailed, postage prepaid, by first class, certified or registered mail, by messenger or courier, and addressed as provided below. The address to which the notice(s) or communications may be given by either party may be changed by notice given by such party to the other pursuant to this Section or by other form of notice agreed to by the parties. All notices permitted or required to be given by either party under this Agreement to the other shall be in writing through each parry's authorized representative(s) as follows: If to Contractor: Thirkettle Corporation DBA Aqua -Metric Sales Company Attn: Christopher Newvillc 16914 Alamo Parkway, Building 2 Selma, TX 78115 Email: chris.newville@aqua-metrie.com Page 5 If to Client: City of Santa Ana Attn: Clerk of the City Council 20 Civic Center Plaza (M30) P.O. Box 1988 Santa Ana, CA 92702-1988 Fax:(714) 647-6956 with copy to: Executive Director, Public Works Agency (at same address) 18. REMEDIES. Except for remedies specifically designated as exclusive, no remedy conferred by the Agreement is intended to be exclusive of any other remedy, and each and every remedy shall be cumulative and shall be in addition to every other remedy given hereunder, now or hereafter existing at law, in equity, by statute or otherwise. The election of any one or more remedies shall not constitute a waiver of the right to pursue other available remedies. 19. SEVERABILITY. If any term, provision or part of the Agreement is to any extent held invalid, void or unenforceable by a court of competent jurisdiction, the remainder of the Agreement shall not be impaired or affected thereby, and each term, provision, and part shall continue in full force and effect, and shall be valid and enforceable to the fullest extent permitted by law. 20. SUCCESSORS. This Agreement shall inure to the benefit of and be binding on the parties hereto and their respective successors and assigns (if such assignment was properly made pursuant to this Agreement). 21. AUTHORIZED REPRESENTATIVE. Each party represents to the other party that: (i) it has the power and authority to execute and deliver this Agreement and perform its obligations hereunder; (ii) the execution, delivery, and performance of this Agreement has been duly approved and authorized by it; and (iii) the execution and delivery of, and performance by, such party of this Agreement does not and will not, directly or indirectly, (a) require the consent, approval, or action of, or any filing or notice to (collectively, "Consents"), any corporation, firm, person or other entity or any public, governmental or judicial authority, which Consents have not already been obtained, (b) violate the terms of any instrument, document or agreement to which it is a party, or by which it is bound, or be in conflict with, result in a breach of or constitute (upon the giving of notice or lapse of time or both) a default under any such instrument, document or agreement, or (c) violate any order, writ, injunction, decree, judgment, ruling, law rule or regulation of any federal, state, county, municipal, or foreign court or governmental authority applicable to it. 22. FORCE MAJEURE. Neither party shall be held liable for delay in fulfilling or failure to fulfill its obligations under this Agreement, if such delay or failure is caused by events beyond the reasonable control of such party, including, without limitation, natural calamity, acts of God, terrorist events, or delays in product shipment caused by any of the preceding events, provided payment obligations shall not be so excused. Each party shall notify the other in writing of any situation that may prevent performance under the terms and conditions of this Agreement. 23. ENTIRETY OF AGREEMENT. This Agreement, including any exhibits attached hereto and any documents incorporated herein by reference, contains the entire understanding and agreement between the Client and Contractor, their assigns and successors in interest, as to the matters contained herein. Any prior or contemporaneous oral or written agreement is hereby declared null and void to the extent in conflict with any provision of this Agreement. 24. ASSIGNMENT. Contractor may not assign any of their respective rights or obligations hereunder, whether by operation of law or otherwise, without the prior written consent of the other party, including any assignment or transfer in connection with a merger, reorganization, or sale of all or substantially all of the assets or equity of such party. Any attempted assignment in breach of this Section shall be void and Client shall have the right to terminate this Agreement as set forth herein. This Agreement shall bind and inure to the benefit of the parties, their respective successors and permitted assigns. Page 6 25. DEFINITIONS. a. "Confidential Information" means documents, data, work product and any other sources of information designated as confidential in writing by Client or Contractor, as applicable, and any other information that a party should reasonably know is confidential in light of the circumstances surrounding its disclosure. b. "Client Data" means any or all of the following, and all copies thereof, regardless of the form or media in which such items are held: (i) Confidential Information of Client, including, but not limited to, Personally Identifiable Information; (ii) data and/or information provided or submitted by or on behalf of Client or any Client Affiliate to Contractor regardless of whether considered Confidential Information; and (iii) data and/or information stored, recorded, processed, created, derived or generated by Contractor as a result of and/or as part of the Services, regardless of whether considered Confidential Information. c. "Documentation" means all publications and documentation relating to the use or operation of the Products, Software and Services provided hereunder, such as reference, user, installation, systems administration and technical guides. d. "Fees" mean the Product Costs, Service Fees and the Subscription Fees. e. "Service Fees" means the fees for Services performed by Contractor, as described in Exhibit A. f. "Services" mean the work performed by and/or available from Contractor, including the Installation Services, Subscription Services, Support Services and Training as may be more fully described in Contractor Agreement. g. "Software" means the computer software described as such in the Sensus Inc. Agreement, in machine-readable form only, as well as any Updates which may be provided pursuant to the terms of this Agreement. h. "Subscription Services" mean the hosting and processing Services performed by Sensus Inc. and Contractor, as described in the Sensus Contractor Agreement. i. "Subscription Services Fees" means the fees for Client's use of the Subscription Services, as described in Contractor Agreement. j. "Support Services" means the annual maintenance and support services provided by Contractor and Sensus Inc. k. "Support Services Fees" means the fees for Client's use of the Support Services, as described in Contractor Agreement. 1. "Training" means the instructional training provided by Contractor to Client regarding access to and proper use and operation of the Software and Services. in. "Updates" means minor enhancements, improvements, patches or modifications released to improve performance or fix errors in previous versions of software applications developed by Sensus Inc. or third -party - developers. n. "Upgrade" means a release of the software or a change to the existing software and/or hardware containing major new features, functionality and/or performance improvements that would enable the existing software and/or hardware configuration to perform to the level of the next version of the software and/or hardware configuration and is designed to replace the older software and/or hardware version of the same product and/or extend the useful life of that product. 26. COUNTERPARTS AND ELECTRONIC SIGNATURE. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original agreement and both of which shall constitute one and the same agreement. The counterparts of this Agreement may be executed and delivered by facsimile or other electronic signature (including portable document format) by either of the parties and the receiving party may rely on the receipt of such document so executed and delivered electronically or by facsimile as if the original had been received. Page 7 27. JURISDICTION AND VENUE. This Agreement has been executed and delivered in the State of California and the validity, interpretation, performance, and enforcement of any of the clauses of this Agreement shall be determined and governed by the laws of the State of California. Both parties further agree that Orange County, California, shall be the venue for any action or proceeding that may be brought or arise out of, in connection with or by reason of this Agreement. [Signature Page on following page.] Page 8 Client signatory represents and warrants that the signatory has all necessary authorization to purchase and pay for the Services indicated herein. THE TERMS AND CONDITIONS SET FORTH HEREIN SHALL NOT BE BINDING UNTIL FULLY EXECUTED BY AN AUTHORIZED SIGNATORY FOR BOTH CLIENT AND CONTRACTOR (OR ITS APPLICABLE AFFILIATE), IN WITNESS W HEREOF, this Agreement is hereby executed on behalf of each of the parties hereto as of the date signed by both parties below. THIRKETTLE CORPORATION CITY OF SANTA ANA DBA AQUA -METRIC SALES COMPANY 20 Civic Center Plaza (M30) 4050 Flat Rock Drive P.O. Box 1988 Riverside, CA 92505 Santa Ana, CA 92702-1988 Signature % Signature Tommy Thirkettle Name (Printed or Typed) President IO 1 I 1 7 t2' Date ATTEST: Daisy Gomez Clerk of the Council APPROVED AS TO FORM: SONIA R. CARVALHO Citv Attomev Bv: John. Funk, Assistant City Attorney RECOMMENDED FOR APPROVAL: ,,I -+ 1>\ a'aih Nabil Saba, PE Executive Director Public Works Agency Kristine Ridge Name (Printed or Typed) Cim Manager Tide 11 — 1 -72D Date EXHIBIT A ANNUAL SERVICES PRICING 1 DescriptionItem Hosted RNI Software -as -a -Service, Water Only 1 $37,968.71 Total $37,968.71 2 Aqua -Metric Support 1 $10,309.28 $10,309.28 3 Basestation Extended Warranty 4 $1,659.15 $6,636.60 4 CMEP Fee for Thud -Party GIS 1 $515.46 $515.46 5 CMEP Fee for Third -Party EnQuesta Customer Portal 1 $515.46 $515.46 6 Sensus Analytics Service Management Application (SMA) & Sensus Pressure Profile Application PA 1 $21,907.22 $21,907.22 Total $77,852.73 Page 10 EXHIBIT B SUPPORTSTANDARDS 1. Contractor Obligations. Contractor shall provide the following additional Support Services to Client: 1.1. Telephone Hotline/Help Desk. Contractor shall continuously provide a telephone number for Client personnel to call for all purposes regarding Support Services. Client's help desk shall be monitored by members of the Contractor support team. 1.2. Support and Maintenance History and Tracking System. Contractor shall maintain a current record of Client's Support Services history. Upon Client's request, Contractor shall provide a detailed history of all Support Services performed by Contractor. Client shall own all such records. 1.3. Enhancements and New Features. Contractor shall provide or ensure Sensus provides all enhancements to the Subscription Services. 1.4. Documentation. Contractor shall provide any and all updated Documentation, as applicable, for the Services, Products, and any enhancements provided to Client as such Documentation are generally released, or more frequently if significant errors and/or discrepancies are discovered in such Documentation. 2. Client Responsibilities. Client shall cooperate with Contractor in the performance of Contractor's obligations by performing the tasks set forth below. Provided however, that in no event shall any failure by Client to act as described below shall not be interpreted as or result in a breach of this Agreement: 2.1. Assist Contractor in the development of support procedures. 2.2. Ensure end users follow established support procedures. 2.3. End users will employ reasonable efforts to solve problems/address requests before calling the help desk. 2.4. Maintain local network and devices. 3. Resolution of Defects. 3.1. Defect Levels. Client shall classify, or reclassify, as applicable, all Defects as Critical, Impactful, Routine, and Application Question pursuant to the definitions set forth below in Section 4. 3.2. Reporting of Defects. Reports of Defects (an "Incident Report") will be made through Contractor's support center via email or telephone at members to be provided by Contractor to Client. Contractor shall provide coverage and respond to incidents and defects according to Section 4 below. 4. Service Level Agreement. 4.1. Critical. Critical issues are problems with the Services or Products which delay or preclude completion of Client's billing cycle or cycles. Critical issues include but are not limited to major communications issues, software component failures or software interaction failures, or failures of the Client's non -individual customer hardware which interfere with communications, post -processing or significant transfers of data. The Client may elevate any non -Critical issue to a Critical status when Contractor cannot develop a work- around or fix a non -Critical issue in a timely manner or when a non -Critical issue severely impacts Client resources. The Client may demote a Critical issue to a non -Critical status upon notice to Contractor. 4.2. Impactful. Impactful issues are problems with the Services or Products that are less severe than Critical issues but delay completion of Client's billing cycle or cycles or interfere with the intended use of the overall metering infrastructure. While Contractor may be able to provide a work around on an individual customer basis for Impactful issues, due to the number of customers affected Impactful issues severely impact Client resources to affect the work -around. The Client may elevate or demote non-Impactful issues to Impactful status upon notice to Contractor. 4.3. Routine. Routine issues are problems with the Services or Products which affect a small number of customers, and which do not imperil the completion of a billing cycle, and which may be worked around without significant impact to Client resources. Routine issues will typically comprise requests for guidance Page 11 on best practices for use of the overall system, Service or Product usage, assistance with specific metering or post -processing adjustments or modifications, or other issues which can be readily resolved. The Client may elevate or demote non -Routine issues to Routine status upon notice to Contractor. 4.4. Application Questions. Application Questions are problems, clarifications, or explanations related to the Services or Products which are intended to assist Client in making the best use of the overall metering infrastructure system. Application Questions may be in the form of "how-to" questions or instructions designed to facilitate interaction with the metering infrastructure system and will typically require "look- up" responses instead of active troubleshooting. The Client may elevate or demote non -Application Questions to Application Question upon notice to Contractor. 4.5. Business Hours. Business hours shall be considered to be 8:00 AM to 5:00 PM PST weekdays, excluding statutory holidays in the State of California. It is unlikely that issues would be discovered and support requested outside stated business hours. Provided, however, Contractor will provide non -Business Hours support to the Client for Critical and Impactful issues. 4.6. Call -Back. When support services are requested, Contractor shall make return contact with Client to: (1) confirm that the request for support has been received; (2) to receive Client troubleshooting processes and results, and to make a counter -request for any additional information if so needed; and (3) to mutually agree upon a support level pursuant to the above definitions. 4.7. Troubleshooting. Troubleshooting begins when Contractor support personnel actively begin researching, investigating, and or testing the cause of the reported issue. Typically, troubleshooting activities will be performed in conjunction with Client personnel. Troubleshooting resources shall be provided consistent with the criticality and anticipated time line of the supported issue. Critical Issue Impactful Routine Issue Application Normal Business Issue /z Hour 1 Hour 2 Hours Question 1 Hour Hours Call Back Outside Business 2 Hours I Business 2 Business 1 Business Hours Day Days Da Normal Business 2 Hour '/z Business 1 Business N/A Troubleshooting Hours Day Da Outside Business 8 Hours I Business 2 Business N/A Hours Day Days Normal Business 3 Business 4 Business 6 Business 1 Business Resolution Hum Days Days Days Da Outside Business 3 Business 4 Business 6 Business 1 Business Hours Days Days Days Days Page 12 EXHIBIT C SUPPORT DATASHEET Page 13 Sensus Infrastructure Maintenance and Support Sensus FlexNetlm Infrastructure Extended Warranty Firmware Maintenance / Upgrades Remote Diagnostics of Operational Issues Repair or Replace Defective Parts or Units Discounted Field Installation Services Sensus FlexNet!" Software Maintenance Licensed and Software -as -a -Service Models FCC Spectrum License Renewals Telephone Support Remote Diagnostics of Software Problems Software Updates AutoRead Annual Support (if Applicable) Loaner Programming Equipment Software -as -a -Service Model Only Daily Backup Data Replication to a Disaster Recovery Site Anti -Virus and Malware Subscription and Scanning Operating System Support, Troubleshooting, Security Patching and Upgrades Linux Red Hat, Microsoft Windows Server, Microsoft SOL Server and Oracle Ongoing Maintenance Hardware Maintenance or Refresh © 2016 Thirkettle Corporation 4050 Flat Rock Drive, Riverside, CA 92505 1 (866) 645-2782 v .aqua-metric.com Aqua Metric Value Added Services On -Site and Remote Technology Support Remote Diagnostics of Software Problems Hardware and Software Troubleshooting and Diagnostics Assistance Technical Support for Field Troubleshooting Training and Supportfor Sensus Basestation Firmware Maintenance and Updates Training and Subject Matter Expertisefor Basestation Backup/Restore Procedures Training and Ongoing Subject Matter Expertise for the Sensus RNI Training and Supportfor Broadcasting Meter Firmware Updates Assistance with Creating and Maintaining Meter Profiles within Sensus RNI Ongoing Subject Matter Expertise Related to Meter Installation and Configuration Processes Ongoing Subject Matter Expertise on Sensus Products and Tools Ongoing Subject Matter Expertise to Diagnose and Resolve AMI Network Issues Ongoing Subject Matter Expertise and Recommendations for Updates of FlexNet Systems and Interfaces Tracking of Meter Return Material Authorization (RMA) Process Tracking and Handling for New Meter Provisioning Periodic Sensus Basestation Health Check -Up ENSUS UTHORIZED L VALUE UE ADDED PROJECT DISTRIBUTOR RESELL ER