Anaheim City Council
August 20, 2024

1 FIRST AMENDMENT TO THE SOFTWARE LICENSE AND SUPPORT AND

MAINTENANCE SERVICES AGREEMENT
This First Amendment (“ First Amendment”) to the Software, License and Support and Maintenance Services Agreement effective 17th September 2020 (AGR No. 12209) (the “Original Agreement,” together with this First Amendment, the “ Agreement”) is entered into by and between Landis+Gyr Technology, Inc. (“Landis+Gyr”) and the City of Anaheim (“Customer”) and is effective as of the last signature date below (“Amendment Effective Date”). Capitalized terms used but not defined herein have the meaning provided to them in the Original Agreement.

RECITALS
A. The parties entered into the Original Agreement in 2020 pursuant to Anaheim’s Master Agreement Purchase Order (MA No. 106-494172), w hich authorized Customer’s execution of the Original Agreement.

B. Pursuant to the Original Agreement, Customer currently licenses the Command Center Software and purchases annual Command Center Support and Maintenance Services as well as annual Premium Support Services. These items are listed as (1), (6), and (12) in Exhibit B attached hereto.

C. The parties desire to amend the Original Agreement to (i) license additional Software that complements the Command Center Software, (ii) purchase additional annual Support and Maintenance Services for the new Software, ( iii) purchase Equipment, and (d) purchase Deployment Services for the new Software. As shown in Exhibit B attached hereto, the new Software will consist of items (2) through (5); the new Support and Maintenance Services will consist of items (7) through (11); the Equipment will consist of item (14); and the Deployment Services will consist of items (15) through (16).

D. Landis+Gyr is agreeable to selling, licensing, and providing Customer with the desired additional Software, Support and Maintenance Services, Equipment, and Deployment Services as outlined in this First Amendment.

TERMS AND CONDITIONS
NOW THEREFORE in consideration of the good and valuable mutual promises and other consideration described herein, the sufficiency of which is hereby acknowledged, the parties agree to amend the Original Agreement as follows:

1. Amendments to the Original Agreement

1.1 Preamble. The preamble clauses ( i.e., the first two paragraphs of the Original Agreement) are hereby deleted in their entirety and replaced with the following:

This Software License and Support and Maintenance Services Agreement (this “Agreement ”), effective as of the last signature date below (“ Effective Date”) by and between Landis+Gyr Technology, Inc. (“ Landis+Gyr”) and City of Anaheim (“ Customer”), sets forth the parties’ 2 rights and obligations with respect to the Software licensed by and other products and services purchased by Customer from Landis+Gyr herein.

Landis+Gyr is a provider of software and soft ware maintenance services. Customer desires to obtain Software licenses and other products and services from Landis+Gyr and to establish terms for acquiring on- going maintenance support services for that Software. Landis+Gyr agrees to license that Softwa re and provide those other products and services, including maintenance services, on the terms set forth in this Agreement. Terms bearing initial capital letters used in this Agreement and its Exhibits have the meanings ascribed to them when defined and introduced with bold text either within this Agreement or its Exhibits, and the meaning of such defined terms apply throughout the Agreement and its Exhibits, except where expressly stated that the meaning of a defined term is confined to the Exhibit in which it appears.

1.2 Definitions. The definitions “ Support and Maintenance Services ” and “Software” are hereby deleted in their entirety and replaced with the following:
“Support and Maintenance Services ” means the services of Landis+Gyr detailed in Exhibit A and listed in Exhibit B.
“Software” means the executable, object code version of Landis+Gyr’s proprietary software listed in Exhibit B, including all Releases provided to Customer pursuant to this Agreement. The parties agree that such Software already delivered is governed by the terms and conditions herein.

1.3 Term. Section 2(a) is hereby deleted in its entirety and replaced with the following:

Term. This Agreement shall commence on the Effective Date and continue for an initial period of five (5) years past the Amendment Effective Date (“ Term”), unless terminated earlier as set forth below. The Term shall automatically renew for successive one (1) year periods on each anniversary of the Amendment Effective Date, unless either party gives written notice of nonrenewal at least one hundred and eighty (180) days prior to the expiration of the Term. Each initial and successive annual periods is referred to as “Term Year.”

1.4 Termination. Section 2(b) is hereby deleted in its entirety and replaced with the following:

Termination. Upon one party’s breach of any material obligations of this Agreement, the other party may terminate this Agreement, and if Landis+Gyr is the non-breaching party may terminate any license granted hereunder, upon thirty (30) days written notice to the defaulting party if such breach has not been cured within the thirty (30) day period. Notwithstanding the foregoing, Landis+Gyr may only terminate a license granted hereunder for breaches specifically related to Customer’s payment for or use of a Licensed Software, including but not limited to unauthorized use, duplication, or modification of the Licensed Software. Notwithstanding the foregoing, with respect to any breach of the obligations set forth in the Section entitled “Nondisclosure,” the non- breaching party may terminate this Agreement upon five (5) days written notice if such breach has not been cured within the five -day period. Within thirty (30) days of termination for default, Customer shall certify in writing to Landis+Gyr that all copi es of the Licensed Software and any Landis+Gyr Confidential Information, in any form, have been destroyed or returned to 3 Landis+Gyr. Notwithstanding the foregoing, no such certification is required for any Licensed Software, inclusive of any related and necessary Confidential Information, that is not terminated.

1.5 License Grant. Section 3(a) is hereby deleted in its entirety and replaced with the following:

License Grant. Subject to and conditioned on Customer’s payment of fees, Landis+Gyr hereby grants to Customer perpetual, non- exclusive, non-sublicensable, and non-transferable licenses to use all Software, inclusive of applicable Documentation, listed in Exhibit B solely for the Permitted Use with the right to install, operate, and utilize the Software on the number of devices specified in Exhibit B for each Software (“License(s)” or “Licensed Software”).

1.6 Fees Payable. Section 4(a) is hereby deleted in its entirety and replaced with the following:

The fees payable for (1) Licensed Software, (2) Support and M aintenance Services, (3) Premium Support Services, (4) Equipment, and (5) Deployment Services are specified in Exhibit B.

1.7 Pricing. Section 4(e) is hereby deleted in its entirety and replaced with the following:

Landis+Gyr’s pricing set forth in Exhibit B will remain firm for one (1) year after the Amendment Effective Date. At the end of the first year, pricing set forth in Exhibit B that is charged annually (as opposed to one-time pricing) may be adjusted on each anniversary of the Amendment Effective Date. Annual adjustments, if any, shall be made in proportion to changes in the Consumer Price Index (“CPI”), published by the United States Department of Labor, Bureau of Labor Statistics for the end of the past calendar year: All Urban Consumers (“ CPI-U”), U.S. City Average, All Items, not seasonally adjusted, with base years 1982-84 = 100. If such CPI is no longer published on the adjustment date, the adjustment shall be determined by conversion tables included in such new successor index. Landis+Gyr must notify Customer in writing of any price increase at least 30 days before the increased price takes effect. The notification shall include the calculation of the adjustment and the effective date of the new price.

1.8 Support and Maintenance Services. Section 9 i s hereby deleted in its entire ty and replaced with “[Intentionally Omitted].”

1.9 Indemnification. A new Section 11(e) is hereby added as follows:

As respects acts, errors or omissions in the performance of professional services, Landis+Gyr agrees to indemnify and hold harmless Customer, its officials, officers, and employees from and against any and all claims, losses, damages, defense costs, or liability, of any kind or nature, to the extent caused by the negligent acts, errors or omissions of Landis+Gyr or a ny sub-agent in the performance of professional services under this Agreement.

As respects all acts, errors or omissions that do not arise directly out of the performance of professional services, including but not limited to those acts, errors or omissions typically covered by general and automobile liability insurance, Landis+Gyr agrees to indemnify, defend (at Customer’s option), and hold harmless Customer, its officials, officers, employees, agents, 4 and representatives from and against any and all claims, losses, damages, defense costs, or liability, of any kind or nature (collectively referred to hereinafter as “Claims ”), arising out of or in connection with Landis+Gyr’s (or Landis+Gyr’s agent or sub- agent, if any) acts, errors, omissions, or work, relative to this Agreement; except for those Claims that arise out of the sole negligence or willful misconduct of Customer.

The obligations set forth in this indemnification provision (i) shall be in effect without regard to whether or not Customer, Landis+Gyr, or any other person maintains, or fails to maintain, insurance coverage, or a self -insurance program, for any such Claims; and (ii) shall survive the termination of this Agreement.

1.10 Insurance. A new Section 11.1 is hereby added as follows:

Without limiting Customer’s right to indemnification, it is agreed that Landis+Gyr shall secure, prior to commencing any activities under this Agreement, and maintain, during the term of this Agreement, insurance coverage as follows:
• Workers’ Compensation Insurance as required by California law and Employers Liability Insurance in an amount not less than $1,000,000 per occurrence/accident/illness/injury. • Commercial General Liability Insurance, including coverage for Premises and Operations, Contractual Liability, Personal Injury Liability, Products/Completed Operations Liability, as well as Independent Consultant’s Liability where appropriate, in an amount not less than $2,000,000 per occurrence, $4,000,000 annual aggregate, written on an oc currence form.

Such insurance shall be written on a primary basis but may include a deductible or self - insured retention of more than $10,000 per occurrence, provided that such deductible or self-insured retention is disclosed to Customer , in writing, at the inception of this Agreement.
• Commercial Automobile Liability Coverage including —as applicable —owned, non- owned, and hired autos, in an amount not less than $2,000,000 per occurrence, combined single limit, as required by California law.
• Professional Liability Insurance, inclusive of Cyber Liability Insurance where required, in an amount not less than $2,000,000 per occurrence or per claim. Such insurance shall be written on a primary basis but may include a deductible or self -insured retention of more than $10,000 per occurrence, provided that such deductible or self -insured retention is disclosed to Customer, in writing, at the inception of this Agreement.

Any required coverage written with primary and excess layers to satisfy the minimum requirements of this Agreement must be submitted for approval by Customer’s Risk Manager prior to the inception of the final Agreement.

Landis+Gyr agrees that this insurance shall not be voluntarily cancelled or limited in scope or coverage by Landis+Gyr until after thirty (30) days prior written notice has been given to the City Clerk, City of Anaheim, 200 S. Anaheim Blvd., Anaheim, CA 92805. This does not apply to cancellation for non-payment of premium, which requires notice of not less than ten (10) days. 5 Each insurance policy required by this Agreement, except policies for Professional Liability/Cyber and Workers’ Compensation, shall contain the following clauses or shall otherwise provide for the following conditions:
• “It is agreed that any insurance maintained by Landis+Gyr pursuant to this Agreement shall be primary to, and not contribute with, any insurance or self- insurance maintained by the City of Anaheim.”
• “The City of Anaheim, its officers, agents, employees, representatives and Customer- designated volunteers are added as additional insured as respects the acts, omissions, operations and activities of, or on behalf of, the named insured, in regard to products supplied to, or work or services performed for, or related to, the City of Anaheim.” Prior to commencing any w ork under this Agreement, Landis+Gyr shall deliver to Customer insurance certificates confirming the existence of the insurance required under this Agreement, and including the applicable clauses referenced above. Also, within thirty (30) days of the execution date of this Agreement, Landis+Gyr shall provide Customer (i) endorsements to the insurance policies that add to these policies the applicable clauses referenced above, or (ii) in lieu of said endorsements, documentation acceptable to Customer evidencing that the coverage, terms, and conditions set forth in the above-referenced clauses are otherwise included in said insurance policies. Insurance required hereunder shall be placed with insurers (i) admitted to write insurance in California, (ii) possessing an A. M. Best’s rating of A VII or higher, or (iii) otherwise acceptable to Customer, with prior written permission from Customer. In the event that a claim or other legal action is filed against Customer, and if Customer, in its good faith opinion, believes it may have coverage under any of the insurance required herein, then Customer has the right to demand, and to receive within a reasonable time period, copies of the insurance policies related to such required insurance; provided, however, t hat this provision shall not apply if the parties agree that Landis+Gyr shall fully defend, hold harmless, and indemnify Customer against any such claim or other legal action.

In addition to ot her remedies Customer may have if Landis+Gyr fails to provide or maintain any insurance policies or policy endorsements to the extent and within the time herein required, Customer may, at its sole option:
• Order Landis+Gyr to stop work under this Agreement and/or withhold any payment(s) that become due to Landis+Gyr hereunder until Landis+Gyr demonstrates compliance with the requirements hereof;
• Terminate this Agreement.

Exercise of any of the above remedies, however, is an alternative to other remedies Customer may have and is not the exclusive remedy for Landis+Gyr’s failure to maintain insurance or secure appropriate endorsements.

Nothing herein contained shall be construed in any way as limiting the extent that an Landis+Gyr may be held responsible for payments of damages to persons or property resulting from 6 Landis+Gyr’s, (or Landis+Gyr’s AGENT or SUB-AGENT, if any) performance of the work covered under this Agreement.

In the event Landis+Gyr hires other persons or firms to perform some of the work related to this Agreement, Landis+Gyr shall ensure (i) that the acts or omissions of such persons or firms are covered under the above-referenced liability insurance, or (ii) that such firms maintain insurance equal to or better than, and subject to the same limits, terms and conditions as, the insurance required of Landis+ Gyr under this Agreement (except for firms that are not performing professional services—such firms shall not be required to carry the above-referenced professional liability insurance); and in either instance, Landis+Gyr shall provide, or cause to be provided, evidence of such insurance coverage, reasonably acceptable to Customer.

Customer’s Risk Manager is hereby authorized to reduce the requirements set forth herein in the event that such reduction is in Customer’s best interest.

1.11 Support and Maintenance Services . Section 13(a) is hereby deleted in its entirety and replaced with the following:

Subject to Customer’s payment of fees, Landis+Gyr shall provide Customer the Support and Maintenance Services listed in Exhibit B pursuant to the terms and conditions set forth in Exhibit A (Software Support and Maintenance Terms).

1.12 Premium Support Services . Section 13( b) is hereby deleted in its entirety and replaced with the following:

Upon Customer’s prior written notice to Landis+Gyr and payment of the Premium Support Services fees, Landis+Gyr shall provide Customer the Premium Support Services listed in Exhibit B pursuant to the terms and conditions set forth in Exhibit C (Premium Support Services Agreement).

1.13 Equipment. Section 13(c) is hereby deleted in its entire ty and replaced with the following:

Subject to Customer’s payment of fees, Landis+Gyr shall sell Customer the Equipment listed in Exhibit B pursuant to the terms and conditions set forth in Exhibit D (Equipment Addendum).

1.14 Deployment Services. A new Section 13(d) is hereby added as follows:

Subject to Customer’s payment of fees, Landis+Gyr shall provide Customer the deployment services listed in Exhibit B pursuant to the terms in Exhibit D that are further described in the scopes of work contained in Exhibit E (Statement of Work IOT Gateway Implementation) and Exhibit F (Statement of Work Advanced Security) (collectively, “Deployment Services”).

1.15 Extra Products/Services. A new Section 13(e) is hereby added as follows:

In any Term Year, Landis+Gyr may also sell to Customer additional Licenses or Equipment and/or provide additional implementation, consulting, training, or Software upgrade services (“ Extra Products/Services”) that are not included in Exhibit B up to an expenditure limit of seventy-five 7 thousand dollars ( $75,000). Any such Extra Products/Services must be specified in a mutually agreed upon written Statement of Work or purchase order (together, “ SOW”) and may only be provided or performed by Landis+Gyr after the parties have executed the SOW. Extra Products/Services shall not constitute payments or a guarantee of payments to Landis+Gyr but shall instead constitute a spending option for Customer, as may be needed. Each SOW must contain a reference identifying it as an SOW to this Agreement and will be incorporated by reference into this Agreement upon the parties’ execution. Each SOW must contain the following information:
i. a description and scope of the Extra Products/Services; ii. any other items to be delivered (“Deliverables”), if any; iii. the parties’ agreed upon price for the Extra Products/Services; iv. an estimated schedule;
v. assumptions on which the performance of the Extra Products/Services or delivery of the Deliverables is conditioned; and
vi. itemization, if any, of reimbursable expenses as identified.

1.16 Notices. Section 14 is hereby deleted in its entirety and replaced with the following:

Notices. Any notice required or permitted to be given in writing under this Agreement shall be:
(a) mailed by U.S. certified mail, postage prepaid, return receipt requested or (b) personally delivered to a designated representative of the receiving party. Any such notice shall be deemed given: (i) three business days after being deposited in the U.S. mail, certified, postage prepaid and return receipt requested or (ii) when received, if personally delivered. All such communications shall be mailed, sent or delivered, addressed to the party for whom it is intended, using the contact information provided below or such other contact information as the parties may designate from time to time:

If to Customer:

City of Anaheim
Anaheim Public Utilities
201 S. Anaheim Blvd, Suite 701
Anaheim, CA 92805
Attention: Electric System Planning Division
Telephone: (714) 765-5173
City of Anaheim
200 S. Anaheim Blvd, Suite 217
Anaheim CA 92805
Attn: City Clerk
Facsimile Number: (714) 765-4105
8 If to Landis+Gyr:

LANDIS+GYR Technology, Inc.
30000 Mill Creek Ave, Suite 100
Alpharetta, GA 30022
Attention: Legal Department

1.17 License and Agreement . Section 18 is hereby deleted in its entirety and repl aced with the following:

License and Agreement . This Agreement together with its Exhibits constitute the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior oral or written agreements, commitments , or understandings with respect to the matters provided for herein. The Exhibits attached hereto are integral parts hereof and are made a part of this Agreement by reference. No amendment, modification, or discharge of this Agreement will be valid or binding unless set forth in a writing signed by both parties. No waiver by a party of a breach of or a default under any of the provisions of this Agreement will be effective unless contained in a writing signed by the non-breaching/non- defaulting party. Neither the waiver by any of the parties hereto of a breach of or a default under any of the provisions of this Agreement, nor the failure of any of the parties, on one or more occasions, to enforce any of the provisions of this Agreement or to exercise any r ight or privilege hereunder will thereafter be construed as a waiver of any subsequent breach or default of a similar nature, or as a future waiver of any of such provisions, rights or privileges hereunder. This Agreement may not be assigned without the prior written approval of the other party.

2. Amendments to Exhibit A (Software Support and Maintenance Terms)

2.1 Term; Renewal; Fees During Renewal; Termination; Effect of Termination .

Section 2.0 through Section 2.4 are hereby each deleted in their entirety and replaced with “[Intentionally Omitted].”

2.2 Support and Maintenance Services. Section 3.0 is hereby deleted in its entirety and replaced with the following:

Support and Maintenance Services. Subject to the terms and conditions of this Exhibit A (which is also referred to as “Agreement” in this Exhibit A only) and the Licensed Software terms and conditioned on Customer’s compliance therewith, during the Term, Landis+Gyr will provide to Customer, Landis+Gyr’s standard Customer Support services in connection with the identification, Diagnosis, and correction of errors, the provision of: (a) telephone/e -mail/chat assistance via the Customer Support; (b) remote services via the Customer Support using screen share tools; and (c) access to technical information on Landis+Gyr’s website for proper use of the Software (collectively, the “Support Services ”). Landis+Gyr will also provide “ Maintenance Services,” consisting of all new releases and versions of the Software that are made commercially available by Landis+Gyr, collectively with the Support Services, the “ Support and Maintenance Services.”
9 2.3 Releases. Section 7.1 is hereby deleted in its entirety and replaced with the following:

During the warranty period and the period for which Maintenance Services has been purchased by Customer and as part of Maintenance Services, Landis+Gyr will provide to Customer all Major Releases, Maintenance Releases, and all critical Patches of the licensed Software as available (collectively, the “Releases”).

2.4 Installation and Integration. Section 7.3 is hereby deleted in its entirety and replaced with the following:

Customer is responsible for installation and integration of any Release, excluding a Release relating to Infringement (which Release shall be the sole responsibility of Landis+ Gyr). If the parties agree upon terms for Landis+Gyr to provide services in connection with the installation or further integration of a Release, that understanding will be documented under an SOW pursuant to Section 13(e) of the Agreement.

2.5 Complete Agreem ent, Modification and Assignment ; Notices; Governing Law; Counterparts. Section 12.1, Section 12.2, Section 12.9, and 12.11 are hereby each deleted in their entirety and replaced with “[Intentionally Omitted].”

3. Amendment to Exhibit B

3.1 Exhibit B (Fees) is he reby deleted in its entirety and replaced with Exhibit B (Products, Services, and Associated Fees), attached hereto.

4. Amendments to Exhibit C (Premium Support Services Agreement)

4.1 Definitions. The definition “Software” is hereby deleted in its entirety.

4.2 Term; Renewal; Termination . Section 2.0 through Section 2.2 are hereby each deleted in their entirety and replaced with “[Intentionally Omitted].”

4.3 Premium Support Services. Section 3.1 is hereby deleted in its entirety and replaced with the following:

Landis+Gyr will provide to Customer all the Services detailed in this Section 3 (collectively, “Premium Support Services”) for all Software licensed by Landis+Gyr to Customer for the fees set forth in Exhibit B. Only Software obtained from Landis+Gyr is covered under the terms of this Exhibit C (which is also referred to as “Agreement” in this Exhibit C only). Further, Landis+Gyr is under no obligation to support Software that has been modified without Landis+Gyr’s consent or authorization. Should Landis+Gyr decide to provide support for Software modified without the consent or authorization of Landis+Gyr, said support would require an additional support fee. 10 5. Amendment to Exhibit D

5.1 Exhibit D (Premium Support Services Pricing) is hereby deleted in its entirety and replaced with Exhibit D (Equipment Addendum), attached hereto.

6. Full Force and Effect
Except as expressly set forth in this First Amendment, all other terms and conditions of the Original Agreement shall remain in full force and effect.

7. Entire Agreement
This First Amendment, along with the Original Agreement, constitutes the final and entire Agreement between the parties respecting the subject matter hereof, and any oral or written representation, warranty, course of dealing, or trade usage not contained or referenced herein shall not be binding on the parties. Each party agrees it has not relied upon or been induced by any representation of the other party not contained in this First Amendment.

8. Precedence
In the event of a conflict between the terms of this First Amendment and the Original Agreement, the terms of the First Amendment shall control.

9. Headings
The headings contained in this First Amendment are for reference purposes only and shall not affect the meaning or interpretation of this First Amendment.

10. Signatures
This First Amendment may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one instrument. Each person executing this First Amendment warrants that he/she is authorized to do so on behalf of the party for whom he/she signs this First Amendment. Digital signatures obtained through DocuSign shall be considered valid and binding as though signed in ink. [Signatures on following.]

D-1

EXHIBIT D

EQUIPMENT ADDENDUM
This Equipment Addendum is effective as of the Amendment Effective Date.

1. Definitions
The terms listed below are defined as follows:

1.1 “Addendum” means this Equipment Addendum, including all its Attachments. In the event there are any conflicting provisions or requirements among the Addendum documents, the provision and requirements of the Addendum document shall be enforced in the following order of descending priority: (i) any amendment to this Addendum; (ii) the body of this Addendum; and (iii) any other document included as an Attachment.

1.2 “Customer D ata” means (i) any and all information, including Personal Data, related to the Customer’s customers, end user or consumers relating to electricity, natural gas, and/or water consumption, load profile, billing history, or credit history that is or has been obtained or compiled by Customer in connection with supplying such services to that customer or group of customers (“Personal Information”) (regardless of the media in which it is contained) that may be disclosed to or accessed by Landis+Gyr at any time or to the Field Tools by Customer or its employees, agents, consultants, contractors, suppliers or customers in connection with Landis+Gyr’s performance of the Services or Support and Maintenance Services; (ii) any and all Personal Information created, obtained, used or accessed by Landis+Gyr (or the Field Tools) in its performance of the Services or Support and Maintenance Services, or derived from such information or materials; and (iii) all data and information of Customer, its employees or customers.

1.3 “Deploye d” means Equipment, as applicable, that has been commissioned in the field and properly installed by the installation contractor, or Customer, and signed off by Customer as ready for use.

1.4 “Documentation” for purposes of this Exhibit D means any and all manuals, instructions, specifications and other documents and materials that Landis+Gyr provides or makes available to Customer in any medium and which describe the functionality, components, features or requirements of the Equipment, including D-2

any one or more of installation, configuration, integration, operation, use, support or maintenance thereof.

1.5 “Endpoint” means a sensory- type device, e.g., electric meter, water meter, gas meter, DA device, etc., that is equipped with an AMI communication module.

1.6 “Equipment” means Network Equipment, Endpoints, and/or hardware that Customer purchases from Landis+Gyr.

1.7 “Event of Bankruptcy” means any of the following events or circumstances with respect to a party:
(a) That party makes a general assignment for the benefit of creditors; (b) That party institutes proceedings to be adjudicated a voluntary bankrupt or consents to the filing of a petition of bankruptcy against it; (c) That party is adjudicated by a court of competent jurisdiction as being bankrupt or insolvent;
(d) That party seeks reorganization under any bankruptcy act or consents to the filing of a petition seeking such reorganization; or
(e) That party has a decree entered against it by a court of competent jurisdiction appointing a receiver, liquidator, trustee, or assignee in bankruptcy or in insolvency covering all or substantially all of such party’s property or providing for the liquidation of such party’s property or business affairs.

1.8 “Field T ools” means Landis+Gyr’s proprietary field tools provided by Landis+Gyr hereunder, or which are obtained by Customer under this Addendum including TechStudio for Radio Frequency or its successors or replacements.

1.9 “Firmware” for purposes of this Exhibit D means software embedded in and provided with the Equipment, excluding any additional or optional software that may be integrated with Equipment, such as edge applications which may reside on the Equipment.

1.10 “Network Equipment” means the Network Gateways, Routers, and radios that are or will be under this Addendum physically deployed in the Customer ’s service territory. The term does not include the system backhaul, the network operations center, any system equipment that is not located in the Customer’s service territory, D-3

Meters, or any aspect or component of the system components that is not used by Customer.

1.11 “Network Gateway” means the Landis+Gyr two-way radio base station that transmits data between the Meters, Routers, and the data center.

1.12 “Meter” means a device that measures the supply of electricity, gas, or water provided by Customer to Customer’s consumer.

1.13 “Personal Data” means any information relating to an identified or identifiable natural person (‘data subject’); an identifiable natural person is one who can be identified, directly or indirectly, in particular by reference to an identifier such as a name, an identification number, location data, meter number, an online identifier or to one or more factors specific to the physical, physiological, genetic, mental, economic, cultural or social identity of that natural person.

1.14 “Process(ing)” means any operation or set of operations that is performed on Personal D ata or Customer Data or on sets of personal data, whether or not by automated means, such as collection, recording, organization, structuring, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, restriction, erasure or destruction.

1.15 “Product(s)” means Equipment, Firmware, and/or any other items purchased or licensed from Landis+Gyr under this Addendum.

1.16 “Purchase Ord er” means an agreement executed by the parties for the purchase of Equipment or a Customer order, including, without limitation, a purchase order offered by Customer, to purchase Products or Services from Landis+Gyr that Landis+Gyr accepts. Each Purchase Order will be deemed to include the terms and conditions of this Addendum, as applicable to the purchase of Equipment, even if not referenced in a Purchase Order.

1.17 “Router” means Landis+Gyr-furnished Network Equipment that provides intermediate communication and data processing between Endpoints and Network Gateways. Routers may also communicate with other Routers.

1.18 “Security Breach” is defined as any event involving an actual, potential, or threatened compromi se of the security, confidentiality or integrity of the data, D-4

including but not limited to any unauthorized access or use, or any broader circumstances as defined in any applicable California law.

1.19 “Services” for purposes of this Exhibit D means project management services, training, project delivery services, commissioning services, and Deployment Services described in Exhibit B.

1.20 [Intentionally Omitted]

1.21 “System” means Equipment, Firmware, and Field Tools purchased hereunder and used by the Customer to monitor and manage its consumer’s usage of Customer offerings.

1.22 [Intentionally Omitted]

2. Orders; Cancellations and Modifications

2.1 [Intentionally Omitted.]

2.2 [Intentionally Omitted.]

2.3 Cancellation and Modifications. Customer may not cancel or modify an Equipment Order within sixteen (16) weeks prior to the scheduled shipment.

2.4 Equipment Intellectual Property. Landis+Gyr retains ownership of all intellectual property rights in the Equipment and Firmware. Customer agrees that Customer shall not, and that Customer shall not allow any third party, to attempt to reverse engineer, de- compile, or disassemble the Equipment or Firmware or otherwise discover the trade secrets in the Firmware for any reason.

3. Shipment

3.1 Shipments. Landis+Gyr will ship or deliver Equipment to Customer’s warehouse or other location designated by Customer. All Equipment will be shipped to Customer FOB Destination, Freight Prepaid. Title to the Equipment shall pass from Landis+Gyr to Customer upon delivery of the Equipment to such location, and Landis+Gyr shall bear all risks of loss or damage to Equipment until such Equipment has been delivered. Customer agrees to inspect Equipment within two (2) weeks of receipt and to promptly notify Landis+Gyr of any defects. Customer will be deemed to have accepted the Equipment unless Customer notifies Landis+Gyr that the Equipment is rejected within two weeks after receipt of the Equipment. The acceptance of any Equipment by Customer shall not preclude the subsequent removal thereof if such Equipment shall be found to be defective after installation; in such event, the Addendum’s warranty terms shall apply. Customer D-5

agrees to a visual inspection at time of delivery and to report any shipping damage immediately to shipper (as written notice on BOL) and supplier.

4. Prices and Taxes

4.1 Prices. Customer’s Purchase Order will state Product prices, and if the ordered Product is a Product described on Exhibit B, if any, the Purchase Order will state the applicable price set forth thereon. If the Purchase Order does not state a Product price or is for a Product not set forth on Exhibit B, the price will be Landis+Gyr’s then-current price. Landis+Gyr may increase Customer’s price for items ordered by Customer but not included in Exhibit B if it increases its price after it accepts the Purchase Order, and the Purchase Order specifies delivery more than one hundred twenty (120) days after the price increase becomes effective. Landis+Gyr shall notify Customer of the price increase, and Customer shall have the option of cancelling or otherwise modifying its order, without penalty.

4.2 [Intentionally Omitted]

4.3 Taxes and Other Charges. Unless otherwise stated, Product and Services prices include shipment but does not include installation charges, charges associated with preparing the Customer s ite; and all taxes that relate to Customer’s acquisition or use of Products and Services, including sales, use, VAT and property (ad valorem) taxes, other governmental charges and taxes, and assessments after audit. Customer agrees to pay those charges and taxes, except for taxes based on Landis+Gyr’s net income. If Customer qualifies for tax exemptions, Customer must provide Landis+Gyr with appropriate exemption documentation. Without limiting the foregoing, Customer shall have the right to receive any Documentation to be provided hereunder solely in electronic form.

5. Invoice and Payment

5.1 Invoice and Payment. Landis+Gyr will issue invoices to Customer for all amounts owed to Landis+Gyr hereunder in accordance with the Addendum. Invoices will be issued (i) for Equipment, upon shipment of the Equipment, and (ii) for Services, 50% upon contract execution and the remaining 50% upon completion of the Services. Payment is due within thirty (30) days of the invoice date. Late payments will be subject to interest from the due date at the lesser of one percent (1%) per month or the maximum rate allowed by law.

6. Firmware

6.1 Firmware License. The Firmware is licensed to Customer, not sold. Customer is granted a perpetual, non- transferable, non-exclusive license to use the Firmware solely in connection with Customer’s use of the Equipment for use solely with Gridstream communication network. Customer understands and agrees that it is not D-6

permitted to distribute the Firmware in any form or to use the Firmware except as it is embedded in the Equipment.

6.2 License to Firmware. Customer agrees that Customer shall not, and shall not allow any third party to (i) attempt to reverse engineer, de-compile, or disassemble the Firmware or otherwise discover the trade secrets in the Firmware for any reason, (ii) make alterations to, or modifications of the Firmware, in whole or part, or (iii) combine the Firmware, or any part of it with, or incorporate it in, any other programs without express permission from Landis+Gyr. Customer agrees not to copy Firmware without express written authorization from Landis+Gyr, except that Customer may copy the Firmware as required for backup, archival, testing, training and/or other similar purposes. Customer must reproduce and include the copyright notices on any such copies. Customer’s employees, consultants and contractors (if any) shall be deemed authorized users of the Firmware provided that each such employee, consultant and/or contractor has agreed to comply with the terms hereof, and further provided that Customer remains liable for any breach of the terms of the license by such employee(s), consultant(s) or contractor(s).

6.3 Intellectual Property Rights. All proprietary and intellectual property rights in and to the Firmware provided hereunder are owned by Landis+Gyr (or its third party licensors) and Landis+Gyr (and/or its third party licensors) retains title to the original Firmware provided to Customer and any copies made from it.

6.4 [Intentionally Omitted]

6.5 [Intentionally Omitted]

6.6 [Intentionally Omitted]

7. Services

7.1 Services. Landis+Gyr will provide to Customer the Services set forth in Exhibit B and further descried in Exhibit E and Exhibit F.

8. Limited Warranties

8.1 Equipment Limited Warranty. Landis+Gyr represents and warrants that the Equipment, including Firmware, will during its applicable warranty period (a) be new; (b) conform in all material respects with its specifications; (c) be free from all liens, claims, and encumbrances; and (d) not fail when Deployed in the field as a result of a material defect, provided that such Equipment is returned for repair or replacement based upon the Return Materials Authorization (RMA) process if it fails when Deployed. Units returned under warranty via an RMA to the designated Landis+Gyr facility will be repaired or replaced by Landis+Gyr and then returned D-7

to Customer as set forth in Section 8.2 below. The warranty period shall be calculated at twelve (12) months from date of shipment.

8.2 RMA Process.
(a) Upon the occurrence of a breach of warranty, Customer shall contact Landis+Gyr’s customer support and request a return materials authorization form (“RMA”). After an RMA is issued, Landis+Gyr will provide Customer with shipping instructions, via email, for the warranted Equipment. Customer will remove and ship to Landis+Gyr, at Customer’s expense, any such defective Equipment. Landis+Gyr shall repair or replace, at Landis+Gyr’s option and expense, (and as Customer’s sole and exclusive remedy for breach of any equipment warranty) the defective Equipment upon receipt of such returned Equipment. Landis+Gyr shall ship the repaired or replaced warranted Equipment back to Customer, at Landis+Gyr’s expense. At Customer’s discretion, Landis+Gyr or Customer will reinstall the repaired or replaced warranted Equipment, at Landis+Gyr’s expense.
(b) For Equipment that is found to be not under warranty, Landis+Gyr will at Customer’s direction (i) attempt repairs, upon Customer’s written request, based on Landis+Gyr current prevailing rates; (ii) ship the non- warranted Equipment back to the Customer, at Customer’s expense; or (iii) dispose of the Equipment.
(c) Any repaired or replaced Equipment shall be warranted as set forth in this Section for a period equal to the greater of (i) the balance of the applicable warranty period relating to such Equipment, which shall be extended by any amount of time such Equipment was unavailable due to malfunction or activities under the RMA process, or (ii) six (6) months from the shipment date to Customer.
(d) [Intentionally Omitted]
(e) A

LL CLAIMS FOR BREACH OF WARRANTY MUST BE RECEIVED
BY LANDIS+GYR NO LATER THAN THIRTY (30) DAYS AFTER
THE EXPIRATION OF THE WARRANTY PERIOD.

8.3 [Intentionally Omitted]

8.4 Services Warranty and Services Remedy. Landis+Gyr warrants that it will provide Services using personnel of required skill, experience and qualifications and in a professional and workmanlike manner in accordance with the prevailing standards of its industry standards for similar services and shall devote adequate resources to meet its obligations under this Addendum. The Services warranty period shall be ninety (90) days after performing a service except in the case of installation services, when applicable, which shall be twelve (12) months from the date of installation. In the event of a breach of this warranty, Landis+Gyr shall re-perform D-8

the Services in a manner consistent with this warranty and cure such breach within thirty (30) days after written notice.

8.5 Warranty Limitations and Exclusions. Landis+Gyr’s warranty obligations with respect to the Equipment and Firmware comprising the System do not apply to the extent a failure or warranty non- conformity is caused by: Customer’s or a third party’s software or hardware, Customer’s or a third party’s infrastructure or data; Customer’s or a third party’s misuse of the equipment or software comprising the System; installation by Customer or a third party not in compliance with training or manuals provided by Landis+Gyr; operation, maintenance or use by Customer or third parties not in compliance with applicable training, manuals or specifications provided by Landis+Gyr; Customer’s or a third party’s neglect, modification, accident, vandalism or other intentional damage; exposure to adverse conditions exceeding performance levels required by applicable specifications; or any other limitation or exclusion described herein; data provided by Customer.

8.6 DISCLAIMER. OTHER THAN THE EXPRESS WARRANTIES SET FORTH HEREIN, LANDIS+GYR MAKES NO REPRESENTATIONS OR IMPLIED

WARRANTIES TO CUSTOMER WITH RESPECT TO ANY EQUIPMENT,

NETWORK EQUIPMENT, FIELD TOOLS, FIRMWARE AND/OR SERVICES

PROVIDED UNDER THIS ADDENDUM, INCLUDING WITHOUT

LIMITATION, ANY WARRANTIES OF MERCHANTABILITY, FITNESS

FOR A PARTICULAR PURPOSE, INFRINGEMENT OR WARRANTIES
THAT MAY BE IMPLIED BY TRADE USAGE OR CUSTOM.

8.7 Third Party Products. The warranties provided by Landis+Gyr do not extend to third party products that are manufactured by a third party. For avoidance of doubt, Landis+Gyr makes no representations or warranties with respect to any third party product. Landis+Gyr will use commercially reasonable efforts to assign to Customer the warranties provided by such third party. If during the applicable warranty period, any third party product fails and is repaired or replaced by Customer or the third party, Landis+Gyr shall bring such repaired or replaced product back to a condition equivalent to the Equipment that was original sold by Landis+Gyr to Customer at no cost to Customer.

8.8 Exclusive Remedies. Each party’s rights and remedies set forth in this Section are exclusive and in lieu of all other rights and remedies with respect to breaches of warranties.

9. General Indemnity; Infringement Indemnity

9.1 [Intentionally Omitted]

9.2 Infringement Indemnity by Landis+Gyr. Landis+Gyr agrees to indemnify and defend Customer and its elected and appointed officers, directors, shareholders, agents, employees, and representatives from and against all third party claims and related liabilities, fines, interest, costs, expenses, and damages, including D-9

reasonable attorneys’ fees , resulting from a third party claim alleging that any Products or any resulting use of the Products constitutes an infringement of any United States patent or copyright or misappropriation of any trademark or trade secret or constitutes a breach of any intellectual property right of any third party (an “Infringement Claim”).

9.3 Remedies for an Infringement Claim. If the sale or use of any of the Products is enjoined in connection with any such Infringement Claim, Landis+Gyr agrees to, at its option, without cost or expense to Customer:
(a) procure for Customer and its end users the right to use such Products and Services at no cost to Customer and its end users;
(b) replace such Products with equivalent non-infringing products that perform the same or have materially the same function as the Products being replaced; or
(c) modify such Products so they become non- infringing, provided that such modification does not render such Products unacceptable to Customer. (d) Notwithstanding the fo regoing, Landis+Gyr will have no liability pursuant to this Section or otherwise for any Infringement Claim to the extent such a claim is caused by (i) the misuse or unapproved modification of the Products or Services by or at the direction of Customer; (ii) the failure of Customer to use corrections or enhancements made available to Customer at no cost to Customer, where such corrections or enhancements would have remedied such Infringement Claim; or (iii) use of the Products in combination with other equipment or software not provided by Landis+Gyr but only to the extent such claim is attributable to the combination or other equipment or software and if such claim would have been avoided but for such combined use. Customer will consult with Landis+Gyr, as the subject matter expert in this space, before making any unilateral change(s) to the operating environment (such as Microsoft). If Landis+Gyr advises Customer that making the proposed change(s) would likely lead to an Infringement Claim and Customer moves forward with those changes despite Landis+Gyr’s advisement, then Landis+Gyr will have no liability pursuant to this Section or otherwise for any resulting Infringement Claim.

Excluding the indemnity obligation owed by Landis+Gyr to Cust omer, this Section 9.3 sets forth the entire liability of Landis+Gyr with respect to an Infringement Claim.

9.4 Indemnification Procedures. The party seeking indemnification (“Indemnified Party”) will promptly notify the other party (“Indemnifying Party”) in writing of any Claims for which such party seeks indemnification pursuant to this Section 9 and cooperate with the Indemnifying Party at the Indemnifying Party’s sole cost and expense. The Indemnifying Party will immediately take control of the defense and investigation of such Claim and will employ counsel reasonably acceptable to D-10

the Indemnified Party to handle and defend the same, at the Indemnifying Party’s sole cost and expense. The Indemnifying Party will not settle any Claim on any terms or in any manner that adversely affects the rights of the Indemnified Party or any indemnitee without the Indemnifi ed Party’s prior written consent, which will not be unreasonably withheld or delayed. The Indemnified P arty and any indemnitee may participate in and observe the proceedings at its own cost and expense with counsel of its own choosing. A party’s failure to perform any obligations under this Section 9.4 will not relieve the Indemnifying Party of its obligations herein except to the extent that the Indemnifying Party can demonstrate that it has been prejudiced as a result of such failure.

9.5 Exceptions and Limitations on Indemnification. Notwithstanding anything to the contrary in this Addendum, the Indemnifying Party is not obligated to indemnify or defend Indemnified Party against any claim (whether direct or indirect) if such claim or corresponding losses arise out of or result from Indemnified Party’s:
(a) gross negligence or more culpable act or omission (including recklessness or willful misconduct); or
(b) use of the Products in any manner that does not materially conform with the usage guidelines or specifications provided by Landis+Gyr.

10. Term; Termination

10.1 [Intentionally Omitted]

10.2 [Intentionally Omitted]

10.3 [Intentionally Omitted]

10.4 Survival. The provisions of Sections 1, 6 through 10, and 12 through 15 shall survive the expiration or earlier termination of this Addendum for any reason, provided that with respect to Section 13, each party’s obligations under this Section

10.4, shall survive the expiration or earlier termination of this Addendum for a period of five (5) years from the date of such expiration or termination, except for Confidential Information that constitutes a trade secret under any applicable law, D-11

in which case, such obligations shall survive for as long as such Confidential Information remains a trade secret under such law.

11. [Intentionally Omitted]

12. Reserved

13. [Intentionally Omitted]

14. [Intentionally Omitted]

15. General

15.1 [Intentionally Omitted]

15.2 [Intentionally Omitted]

15.3 Force Majeure. Except for payment obligations, neither party is liable for failing to fulfill its obligations due to acts of God, civil or military authority, war, riots, strikes, fire, epidemics, pandemics or outbreak of communicable disease, quarantines, or other causes beyond its reasonable control. To the extent a party is substantially delayed by force majeure from performing its obligations hereunder, such party shall give notice and details of the force majeure to the other party as soon as practicable; then the parties may agree in writing to extend the time for performance. In the event it shall become impossible for Landis+Gyr or Customer to perform its respective obligations because of force majeure, then in such event the party so unable to perform may terminate this Addendum upon written notice to the other. In no event shall an event of force majeure excuse or delay the payment of any amount owed by one party to the other party under this Addendum.

15.4 No Third Party Beneficiaries. There are no third-party beneficiaries to this Addendum, and no party other than Landis+Gyr and Customer, or their successors, shall have any legally enforceable rights under this Addendum.

15.5 Headings. All headings used in this Addendum are for reference purposes only and are not part of this Addendum.

15.6 Waiver; Severability. No delay or omission by Customer or Landis+Gyr in enforcing its rights or remedies under this Addendum shall impair such right or remedy or be deemed to be a waiver thereof. Any waiver, in whole or in part of any provision of this Addendum will not affect or be considered to be a waiver of any other provision. No waiver of this Addendum shall be valid unless in writing and signed by the parties thereto. If any term of this Addendum is found to be unenforceable or invalid for any reason, such term shall not affect the other provisions, but such unenforceable term shall be deemed modified to the extent necessary to render it enforceable, preserving to the fullest extent permitted the D-12

intent of Customer and Landis+Gyr set forth in this Addendum, and all other terms will remain in full force and effect.

15.7 Independent Contractor. Nothing in this Addendum shall be read as appointing either party as the agent or legal representative of the other party for any purpose whatsoever, nor shall either party hold itself out as such. This Addendum does not create and is not intended to create any express or implied relationship of joint ventures, partners, employer and employee, associates, or principal and agent between the parties, and both parties are acting as independent contractors and principals for their own accounts. Neither party is granted any right or responsibility for or on behalf of the other or otherwise to bind the other. In providing the Services and Products, Landis+Gyr shall have sole responsibility for all persons employed by it in connection with the performance of such Services; and, except as provided in this Addendum, Landis+Gyr shall solely determine the methods, details, and means of performing the Services.

15.8 [Intentionally Omitted]

15.9 Export Regulation. The Products, including any software, documentation and any related technical data included with, or contained in, such Products, and any products utilizing any such Products, software, documentation or technical data (collectively, “Regulated Products”) may be subject to US export control laws and regulations, including the Export Administration Regulations and the International Traffic in Arms Regulations. The Customer shall not, and shall not permit any third parties to, directly or indirectly, export, re-export or release any Regulated Products to any jurisdiction or country to which, or any party to whom, the export, re-export or release of any Regulated Products is prohibited by applicable federal or foreign law, regulation or rule. The Customer shall be responsible for any breach of this Section 15.9 by its, and its successors’ and permitted assigns’, affiliates, employees, officers, directors, partners/members/shareholders, customers, agents, distributors, resellers or vendors. The Customer shall comply with all applicable federal or foreign laws, regulations and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), prior to exporting, re-exporting or releasing any Regulated Products.

15.10 Publicity. Notwithstanding any other provision of the Addendum, Landis+Gyr shall not, without the Customer’s prior written consent, publish any information pertaining to the Addendum, whether during the term of the Agreement or thereafter. Nor shall the Customer, without Landis+Gyr’s prior written consent, publish any information pertaining to the Addendum, whether during the term of the Addendum or thereafter; provided that Customer shall not be required to obtain Landis+Gyr’s consent for any publication that is necessary for Customer to comply with its public approval processes . Consent from either party will not be unduly withheld. However, neither Party shall be required to obtain the other party’s prior written consent to any press release required by law or by the stock exchange on D-13

which it is listed or to any disclosure of information, docum ents or data to a Governmental Body with regulatory jurisdiction over Landis+Gyr.

15.11 Privacy and Security Requirements. Landis+Gyr , including its staff or any individual otherwise acting on behalf of Landis+Gyr, shall access and Process Customer’s Personal Data or Customer Data only on a need-to-know basis and only to the extent necessary to perform this Addendum , Support and Maintenance Services, or Customer’s further written instructions.
(a) Landis+Gyr shall use technical and organizational measures that meet industry standards to ensure the security and confidentiality of Customer’s Personal Data and Customer Data in order to prevent, among other things, accidental, unauthorized, inaccurate, or unlawful destruction, modification, disclosure, access, or loss (together, “Data Degradation”). Landis+Gyr is solely responsible for any Data Degradation that is caused by it or any individual acting on behalf of it.
(b) Landis+Gyr shall not ify Customer no later than 72 hours after being made aware of any suspected or actual Security Breach involving any Customer’s Personal Data or Customer Data. Landis+Gyr shall also provide Customer with a description of the Security Breach, the type of data that was the subject of the Security Breach, the identity of each affected person, and any other information Customer may reasonably request concerning such affected persons and the details of the breach, as soon as such information can be collected or otherwise becomes available. Landis+Gyr agrees to promptly take action, at its own expense, to investigate the Security Breach and to identify, prevent and mitigate the effects of any such Security Breach, and to carry out any recovery or other action (e.g., mailing statutory notices) necessary to remedy the Security Breach. The content of a ny filings, communications, notices, press releases, or reports related to any Security Breach (“Notices”) will be approved by Customer prior to any publication or communication thereof to any third party. Landis+Gyr shall indemnify Customer pursuant to Section 11 of the Agreement and pay for or reimburse Customer for all costs, losses, and expenses relating to any Security Breach or Data Degradation, including without limitation, the cost of Notices, legal fees, and any cr edit monitoring services if applicable. (c) Upon Cus tomer’s demand or termination of this Addendum, for whatever reason, Landis+Gyr shall stop the Processing of Customer’s Personal Data or Customer Data , unless instructed otherwise by Customer, and these undertakings shall remain in force until such time as Landis+Gyr no longer possesses Customer’s Personal Data.

EXHIBIT E
Statement of Work IOT Gateway Implementation
[ATTACHED BEHIND THIS PAGE]

Statement of Work
IOT Gateway Implementation
Date : 7/22/2024

Prepared for: City of Anaheim
CRM Number: 2022-11-09-4838
Revision ID: 1.0

2 Copyright
© 2024, Landis+Gyr All rights reserved.

Gridstream, Gridstream Command Center, Gridstream Meter Data Management System (MDMS), Gridstream Smart Data Connect, Gridstream Integration Suite, Landis+Gyr Advanced Grid Analytics (AGA), and Landis+Gyr SCADA Center are trademarks of Landis+Gyr.

3 Table of Contents

1. Project Overview ................................................................................................................................... 4

1.1 Purpose ........................................................................................................................................ 4

1.2 Scope ........................................................................................................................................... 4

1.3 Core Deliverables ......................................................................................................................... 4

1.4 Key Assumptions ......................................................................................................................... 5

1.5 Critical Success Factors ................................................................................................................ 6

2. Project Roles and Responsibilities ........................................................................................................ 7

2.1 Overview ...................................................................................................................................... 7

3. Project Approach .................................................................................................................................. 7

3.1 Initiation Stage ............................................................................................................................. 7

3.2 Planning Stage ............................................................................................................................. 8

3.3 Execution and Control Stage ..................................................................................................... 10

3.4 Closeout Stage ........................................................................................................................... 11

4. Project Management .......................................................................................................................... 12

4.1 Project Timeline ......................................................................................................................... 12

4.2 Resource Plan ............................................................................................................................ 13

4.3 Remote or On-Site Support ....................................................................................................... 13

4.4 Change Management Process ................................................................................................... 14

5. Pricing .................................................................................................................................................. 15

5 IOT Gateway Integrations:

IOT Gateway to Customer SCADA
system
Landis+Gyr Customer

1.4 Key Assumptions
The provisions of this Statement of Work are based on the following assumptions. If these assumptions are not valid, both the cost and schedule of this project may be impacted. • Landis+Gyr will support Customer for the Initial phase of their IOT Gateway deployment. • Landis+Gyr will provide standard integration services between IOT Gateway to existing Customer SCADA; Customer will be responsible for all other integrations. • Specific roles and responsibilities for both parties will be mutually reviewed and confirmed and/or assigned or modified.
• Customer will ensure the field equipment (switches, capacitor banks, regulators, reclosers, etc.) is already in the field for the project and that field devices have been configured for DNP and serial communication. These field devices will need a serial connection for the IWR radio. If not, Customer will need to provide one.
• Customer confirms that they are running the minimum Command Center 8.4 version or greater that is required for the scope of this SOW.
• Customer confirms that the Command Center Gridstream Integration Suite (GSIS) is implemented and active.
• Customer will provide a DC power source(s) for the IWR(s). • Customer is responsible for installation of all devices.

1.4.1 Out of Scope Items
The following items are excluded from the IOT Gateway Implementation project and are considered out-of-scope for Landis+Gyr as part of this SOW:
• Field equipment installation and configuration (i.e., capacitor banks, regulators, reclosers, etc.). • Line sensor, IWR and RF antenna installation.
• Survey and installation of additional network equipment needed to cover IOT devices. • Security related upgrades or changes
• Integration needing Multi Speak

6 1.5 Critical Success Factors
Critical success factors for the IOT Gateway Implementation are listed below to ensure expectations are managed properly between Customer and Landis+Gyr and the project is successful. • For remote support provided by Landis+Gyr, Customer must provide consistent remote access for delivery of services described in this statement of work. Landis+Gyr will coordinate with Customer to discuss level of access required and test connectivity within the Planning Stage of the project.
• Development and active management of a mutually agreeable schedule. • Development and completion of Systems Testing, Integration Testing and User Acceptance Testing cases.
• Resolution of critical level defects.
• Availability and commitment of both Landis+Gyr and Customer project resources. • Mutual adherence to the content and proactive management of any change regarding this statement of work.
• Implementation of hardware according to Landis+Gyr specifications.

14 4.4 Change Management Process
The Change Management Process is intended to set expectations on how the changes will be managed, what defines a change, the purpose and role of the change control board, and the overall change management process.

Depending on the extent and type of proposed changes, changes to project documentation and the communication of these changes will be required to include any approved changes into the project plan and ensure all stakeholders are notified. Types of changes include:
• Scheduling Changes: changes which will impact on the approved project schedule. • Financial Changes: changes which will impact on the approved project budget. • Scope Changes: changes which are necessary and impact on the project’s scope which may be the result of unforeseen requirements not considered during the Planning Stage.

The Landis+Gyr Project Manager must ensure that any approved changes are communicated to the project stakeholders. Additionally, as changes are approved, the Project Manager must ensure that the changes are captured in the project documentation where necessary. These document updates must then be communicated to the project team and stakeholders as well.

4.4.1 Change Process Steps
1) Identify a needed change; Change Requestor will submit written change request to the Landis+Gyr Project Manager
2) Project Manager logs change in Landis+Gyr Project and Portfolio Management Tool (Project and Portfolio Management System- Daptiv)
3) Perform project review and impact analysis- Landis+Gyr Project Manager evaluates the change conducting a preliminary analysis on the impact of the change to risk, budget, schedule, and scope and seeks clarification from team members and the change requestor.

If the change is within the approval authority of the Project Manager, he provides disposition of the change. Otherwise, the Project Manager works with both Landis+Gyr Project Management office and Customer Project Manager with the preliminary analysis 4) Disposition of Change Request- Customer Project Manager and Landis+Gyr Project Manager will discuss the proposed change and decide whether it will be approved based on all submitted information.
5) Implementation of Approved Changes– If a change is approved by the Customer Project Manager and/or Customer Sponsor and applicable Landis+Gyr project leadership, the Project Manager will update and re-baseline project documentation as necessary. This includes SOW, Schedule, and Pricing.

15 4.4.2 Change Management Responsibilities
Landis+Gyr will:
• Log all requests for change.
• Seek clarification from change requestors.
• Evaluate changes for risk, cost, schedule, and scope. • Process requests for change at the Project level.
• Provide feedback to change requestors.
• Document changes.

Customer will:
• Request changes through Landis+Gyr.
• Seek clarification from change requestors.
• Support provision of contractual changes as needed to document changes prior to execution. • Approve the change.

5. Pricing
The IOT Gateway Implementation services as defined in this document is quoted at a fixed price of $54,250.00
Landis+Gyr will invoice the Customer within thirty (30) days 50% upon SOW signature, with the remaining 50% invoiced at the completion of the Services.

Should Landis+Gyr experience delays in performing contracted Services as a result of Customer, Landis+Gyr will invoice the Customer for a mutually agreed upon percentage of Services completed.

EXHIBIT F
Statement of Work Advanced Security
[ATTACHED BEHIND THIS PAGE]

Statement of Work
Advanced Security
Service Part Number: SERV-ADVSEC-CC-OP
Version: Final
Date: 7/22/2024

Prepared for:

City of Anaheim
CRM Opportunity #: 2022-11-09-4838

Landis+Gyr
City of Anaheim
Advanced Security Rev: 1.0
Date: 7/22/24
Page
2 Copyright
© 2024, Landis+Gyr All rights reserved.

Gridstream, Gridstream Command Center, Gridstream Meter Data Management System (MDMS), Gridstream SmartData Connect, Gridstream Integration Suite, Landis+Gyr Advanced Grid Analytics (AGA), and Landis+Gyr SCADA Center are trademarks of Landis+Gyr.

Landis+Gyr
City of Anaheim
Advanced Security Rev: 1.0
Date: 7/22/24
Page
4 Table of Contents

1. Project Overview ................................................................................................................................... 6

1.1 Purpose ........................................................................................................................................ 6

1.2 Scope ........................................................................................................................................... 6

1.3 Core Deliverables ......................................................................................................................... 7

1.4 Clarifications ................................................................................................................................ 9

1.5 Service Exclusions ........................................................................................................................ 9

2. Services Overview ............................................................................................................................... 10

2.1 Landis+Gyr Responsibilities ....................................................................................................... 10

2.2 City of Anaheim Responsibilities ............................................................................................... 11

3. Approach ............................................................................................................................................. 12

3.1 Schedule .................................................................................................................................... 12

3.2 Resource Plan ............................................................................................................................ 12

3.3 On-Site Travel ............................................................................................................................ 14

3.4 Final Acceptance Criteria ........................................................................................................... 14

4. Terms ..................................................................................................... Error! Bookmark not defined.

4.1 Confidentiality .............................................................................. Error! Bookmark not defined.

4.2 Term and Termination .................................................................. Error! Bookmark not defined.

4.3 Change Management ................................................................... Error! Bookmark not defined.

4.4 Definitions ................................................................................................................................. 15

4.5 Representation and Warranty ................................................................................................... 16

4.6 Disclaimer of Warranties .............................................................. Error! Bookmark not defined.

4.7 Limitation of Liability .................................................................... Error! Bookmark not defined.

4.8 Intellectual Property ..................................................................... Error! Bookmark not defined.

4.9 Notices .......................................................................................... Error! Bookmark not defined.

4.10 Force Majeure .............................................................................. Error! Bookmark not defined.

4.11 Relationship of the Parties ........................................................... Error! Bookmark not defined.

4.12 No Third-Party Beneficiaries ......................................................... Error! Bookmark not defined.

4.13 Survival ......................................................................................... Error! Bookmark not defined.

4.14 Miscellaneous ............................................................................... Error! Bookmark not defined.

5. Pricing .................................................................................................................................................. 16

Landis+Gyr
City of Anaheim
Advanced Security Rev: 1.0
Date: 7/22/24
Page
5 6. Approval Signatures ............................................................................... Error! Bookmark not defined.

7. Appendix A – Defect Handling and Severity Level Definitions ............................................................ 17

7.1 Approach for Handling Defects ................................................................................................. 17

7.2 Defect Definitions ...................................................................................................................... 18

Table of Tables
Table 1. Core Deliverables .................................................................................................................... 7 Table 2. Project Delivery Services ........................................................................................................ 7 Table 3. Landis+Gyr Resources .......................................................................................................... 12 Table 4. City of Anaheim Resources ................................................................................................... 13 Table 5. Final Acceptance Criteria ...................................................................................................... 14 Table 6. Severity Levels ...................................................................................................................... 18

Landis+Gyr
City of Anaheim
Advanced Security Rev: 1.0
Date: 7/22/24
Page
6 1. Project Overview

1.1 Purpose
This Statement of Work (“SOW”) sets forth the consulting services (or the “Services”) related to a specific Landis+Gyr service offering or a customized service. This document establishes the scope for the Services to be performed; defines the context of the work; describes specific tasks, activities, and deliverables; and identifies responsibilities for both parties.

This SOW is subject to any terms and conditions in the Software License and Support and Maintenance Services Agreement dated September 17th, 2020 , as amended (“Agreement”), between Customer and Landis+Gyr and is made a part thereof. To the extent that there are any conflicts or inconsistencies between this SOW and the Agreement, the provisions of the Agreement shall govern and control unless alternate provisions are expressly provided herein. This SOW supersedes any prior Landis+Gyr proposal, written or oral.

1.2 Scope
These Advanced Security services are for Landis+Gyr to work with Customer to implement the Gridstream Connect Advanced Security solution. Specifically, Landis+Gyr will provide services to complete the deliverables as listed in the following section. The rest of this SOW further defines the detailed scope of services and responsibilities of Landis+Gyr and Customer for successful delivery of the Landis+Gyr solution described in this SOW.

The Landis+Gyr services as described in this SOW will be deemed successfully complete upon verification of the criteria as listed in the Final Acceptance Criteria section. All associated costs, terms, and conditions for Landis+Gyr services are shown in the Pricing section.

Landis+Gyr
City of Anaheim
Advanced Security Rev: 1.0
Date: 7/22/24
Page
8 1.3.2 Training
At City of Anaheim’s option and request, Landis+Gyr will provide training as described below to meet the objectives as described within this document:
• Advanced Security Encryption Mode – Configuration. Topics include Advanced Security overview, creating security configuration groups, user maintenance, export/import of security tokens, and the security reconfiguration process. • Advanced Security Encryption Mode – Monitoring and Troubleshooting. Topics include monitoring the security dashboard, security event log, security reconfiguration process, troubleshooting endpoints.
• Advanced Security Encryption Mode – Key Rolling. Topics include organization information settings, system settings, utility key generation, executing the security reconfiguration process, and process settings.
• Advanced Security Infrastructure for Security Administrators and Engineers. Intended for those individuals who will have responsibility for the administration and maintenance of the head end appliances. Topics include an overview of the hardware involved, installation procedures, and maintenance procedures.

The training above is provided remotely as separate sessions, with each session lasting approximately up to two (2) hours in length.

Landis+Gyr
City of Anaheim
Advanced Security Rev: 1.0
Date: 7/22/24
Page
9 1.4 Clarifications
The provisions of this Statement of Work are based on the following key clarifications and assumptions.
• City of Anaheim will perform the overall project management role ; Landis+Gyr will support by providing a project manager to oversee and coordinate Landis+Gyr activities and deliverables. • Both City of Anaheim and Landis+Gyr will dedicate proper resources to complete the project tasks described in this document as outlined in the Resource Plan section. • Both parties will mutually review, confirm, assign, or modify, and document specific roles and responsibilities within this SOW.
• All Defects raised in regard to the deliverables of this SOW will be addressed in accordance with the terms and conditions described in Appendix A – Defect Handling and Severity Level Definitions of this SOW.
• If there are requests for products and services that are not defined within this SOW that require additional or separate work efforts, Landis+Gyr will scope and estimate them as a Change Order, which may incur additional cost and/or schedule impact to complete.

1.5 Service Exclusions
Landis+Gyr considers the following items out-of-scope for the Advanced Security activities as part of this SOW:
• Requests for Custom documentation that is specific to City of Anaheim’s environment and business processes, or that is otherwise outside of the standard documentation generally available at Landis+Gyr.
• All other requests for services and deliverables not explicitly described and agreed upon within this SOW are excluded.

Landis+Gyr
City of Anaheim
Advanced Security Rev: 1.0
Date: 7/22/24
Page
10 2. Services Overview

2.1 Landis+Gyr Responsibilities
Landis+Gyr agrees to abide by the following responsibilities throughout the execution of this SOW:
• Assign a project manager to act as the single point of contact, provide oversight of the SOW execution, and schedule and manage Landis+Gyr resources and activities. • Review pre-installation requirements with Customer.
• Initialize the Advanced Security HSM’s.
• Complete integration between Command Center and the HSM’s. • Configure Advanced Security related settings in Command Center (i.e. Organization Information – Security Configuration).
• Facilitate the following Advanced Security related activities:
o Utility key generation
o Security configuration token export
o Security configuration token signing with Landis+Gyr
o Security configuration token import, create security configuration group, initialize advanced security
• Initiate the security reconfiguration process in collaboration with Customer. • Provide Technical Support during the production rollout of Advanced Security to endpoints, and ensure that existing endpoints remain functional after the production rollout of Advanced Security based on Landis+Gyr’s best practice guidance • Supply generally available Documentation for Advanced Security. • Provide services as described in Section 1.3.1 Project Delivery Services to support delivery of the scope described in this SOW.
• Provide training as described in Section 1.3.2 Training. • Address Defects raised during Advanced Security implementation and provide resolutions in accordance with the terms and conditions described in this SOW. • Manage, monitor, and control changes to the project scope and schedule via a documented change management procedure.

Landis+Gyr
City of Anaheim
Advanced Security Rev: 1.0
Date: 7/22/24
Page
11 2.2 City of Anaheim Responsibilities
In order to ensure the success of the Services, Customer agrees to the following responsibilities:
• Assign a project lead who will directly collaborate with Landis+Gyr during the execution of this SOW, coordinate activities on the Customer side, and oversee the fulfillment of the City of Anaheim side responsibilities.
• Identify and assign resources who will be responsible for Advanced Security configuration, monitoring, troubleshooting, and key rolling. These same resources will also attend in-scope training and obtain knowledge transfer from Landis+Gyr throughout execution of this SOW.
• Develop and maintain an overall project schedule, in mutual agreement with Landis+Gyr. • Provide rack space, network, and power for the HSM’s. • Work closely with Landis+Gyr to install and initialize the HSM’s. • Perform security reconfiguration and push security keys to endpoints. • Troubleshoot and resolve issues with endpoints that fail Advanced Security configuration. • Establish a production implementation plan and lead the execution of the implementation plan in coordination with Landis+Gyr and other relevant parties (if applicable).
• Respond promptly (e.g. within two business days in most cases) to Landis+Gyr requests to provide direction, information, approvals, authorizations or decisions that are reasonably necessary for Landis+Gyr to perform the Services in accordance with the requirements of this SOW.
• If applicable, provide remote access to Customer network for delivery of the Services.

Landis+Gyr will coordinate with Customer to discuss level of access required and test connectivity prior to service delivery.

Landis+Gyr
City of Anaheim
Advanced Security Rev: 1.0
Date: 7/22/24
Page
15 4. Terms

4.1 Definitions

1. AMI defined as Advanced Metering Infrastructure which is an integrated system of two way communication equipment, hardware, and software used to collect meter data and send commands remotely to meters.

2. Business Hours defined as 8:00 AM – 5:00 PM Pacific Standard Time, Monday through Friday.

3. Case defined as a communication from Customer to Landis+Gyr through the case tracking mechanisms of Landis+Gyr for reporting a suspected Defect or other problems/questions related to a Landis+Gyr product.

4. Change Order defined as an approved request for additional services and/or equipment that needs to be priced and may require a change to this statement of work.

5. Center defined as the software system that collects data from AMI endpoints and that manages and/or facilitates other functions with the AMI and DA endpoints such as, but not limited to, remote disconnections, on-demand reads, pings, firmware updates, and security key rolling.

6. Custom or Customization means a modification or a unique service offering that is made available in response to a Customer request for a particular feature, functionality, or interface that is not already included in a Landis+Gyr commercially available, standard product or service offering.

7. Defect defined as a reproducible error and/or exception of a Landis+Gyr product to perform in substantial conformity with the requirements and specifications set forth within the Documentation.

8. Documentation means any manuals, instructions or other documents or materials that Landis+Gyr provides or makes available to Customer in any form or medium and which describe the functionality, components, features or requirements of the Services or Provider Materials, including any aspect of.

9. Standard Integration means the use of either a) integration adapters which Landis+Gyr has developed previously with no coding modifications needed for integration to external systems or b) the use of CIM and MultiSpeak industry standards and methods that are specifically supported today in Landis+Gyr software products.

10. Technical Support means services provided by Landis+Gyr to identify, diagnosis, and correct reproducible defects and/or issues with Landis+Gyr products, and in accordance with the terms and conditions described in this SOW. Also includes assistance with use of Landis+Gyr product functionality, responses to technical questions, providing Documentation, and facilitating working sessions via screen share tools, as needed and applicable to the scope of this SOW.

Landis+Gyr
City of Anaheim
Advanced Security Rev: 1.0
Date: 7/22/24
Page
16 4.2 Representation and Warranty
Landis+Gyr warrants that it will provide Services under this SOW using personnel of required skill, experience, and qualifications and in a professional and workmanlike manner in accordance with the prevailing standards of its industry standards for similar services and shall devote adequate resources to meet its obligations under this SOW. The Services warranty period under this SOW shall be ninety (90) days after performing a service. In the event of a breach of this warranty, Landis+Gyr shall re-perform the Services in a manner consistent with this warranty and cure such breach within thirty (30) days after written notice.

5. Pricing
The Advanced Security implementation services as defined in this document is quoted at a fixed price of $36,882.50.

If City of Anaheim chooses to accept this SOW:

Landis+Gyr will invoice the Customer within thirty (30) days 50% upon SOW signature, with the remaining 50% invoiced at the completion of the Services.

Should Landis+Gyr experience delays in performing contracted Services as a result of Customer, Landis+Gyr will invoice the Customer for a mutually agreed upon percentage of Services completed.

Landis+Gyr
City of Anaheim
Advanced Security Rev: 1.0
Date: 7/22/24
Page
17 6. Appendix A – Defect Handling and Severity Level Definitions

6.1 Approach for Handling Defects
Both Landis+Gyr and City of Anaheim agree to abide by the following set of guidelines throughout execution of this SOW in regards to Defects:
• Customer will promptly notify Landis+Gyr in writing of Defects raised during validation of the completed deliverables. The notification should contain at a minimum o A description of the test conducted
o Applicable test data and/or input used
o The issue encountered
o The error message(s) generated
o The steps taken to reproduce
o Screenshot(s) of the error
• Upon receipt of a Defect notification, Landis+Gyr will create a Case for tracking, then investigate and reproduce the reported Defect. If the Defect is reproducible by Landis+Gyr, then Landis+Gyr will correct the Defect or propose an agreed upon workaround to bring the applicable deliverable into operational conformity as defined in this SOW. Customer acknowledges that Landis+Gyr may not be able to provide valid corrections or workarounds for Defects that are non-reproducible or verifiable by Landis+Gyr. • Landis+Gyr will categorize all Customer reported Defects by severity levels of 1 through 4, in accordance with the table show in the next section. Landis+Gyr will prioritize severity level 1 and 2 Defects for investigation, and focus resource efforts to correct reproducible severity level 1 and severity level 2 Defects. Landis+Gyr will discuss agreed upon timelines with Customer for resolution of reproducible severity level 3 and 4 Defects, and if Landis+Gyr can provide corrections for these Defects in a future software maintenance release. • All Defects reported after the completion of this SOW will be supported as outlined in the Agreement.