Vallejo City Council
July 23, 2024

EXHIBIT A

SCOPE OF WORK

1. Representatives. The City Representative for this Agreement is:

James Rollins
IT Manager
Water Department, City of Vallejo
202 Fleming Hill Road
Vallejo, CA 94589
[email protected]

The Consultant’s Representative for this Agreement is:

[insert name]
[insert title]
[insert company name]
[insert street name and suite #, if any]
[insert City, state and zip code]
[insert telephone number]
[insert email address]

All routine administrative communications between the parties will be between the above-named representatives and may be by personal delivery, mail, or electronic mail as agreed between the Consultant Representative and City’s Representative.

2. Services to be Provided. The services provided shall be as set forth in Attachment 1 (Statements of Work) of Exhibit A, attached hereto and incorporated herein by this reference.

3. Time for Performance. Consultant will perform the services according to the schedule set forth in each applicable Statement of Work.

4. Key Personnel. All of the individuals identified below are necessary for the successful prosecution of the services due to their unique expertise and depth and breadth of experience. There shall be no change in the personnel listed below, without written approval of the City Representative. Consultant recognizes that the composition of this team was instrumental in the City’s decision to award the work to Consultant and that compelling reasons for substituting these individuals must be demonstrated for the City’s consent to be granted. Any substitutes shall be persons of comparable or superior expertise and experience. Failure to comply with the provisions of this section shall constitute a material breach of Consultant’s obligations under this Agreement and shall be grounds for termination.

Commented [SP3]: As we’re proposing supply only,
we’ll work with the City as to how they would like to
structure this exhibit.
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DocuSign Envelope ID: C156E555-6922-4C23-8568-53758AE3C8A0 Consultant and Professional Services Agreement (Revised 01.2019) Exhibit A – Scope of Work

Key personnel are as follows: [LIST OF EMPLOYEE NAMES]
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DocuSign Envelope ID: C156E555-6922-4C23-8568-53758AE3C8A0 Consultant and Professional Services Agreement (Revised 01.2019) Exhibit B - Compensation

EXHIBIT B

COMPENSATION

1. Consultant’s Compensation.

A. Services: City agrees to pay Consultant, at the rate(s) specified below, for those services set forth in Exhibit A of this Agreement and for all authorized reimbursable expenses, for a total amount not to exceed [INSERT], as set forth below:

[INSERT]

Consultant shall notify City in writing no later than thirty (30) days prior to the estimated date when Consultant will have billed City the maximum payment amount permitted under this Agreement, and Consultant shall provide City with an estimate of the additional compensation required to complete the project.

B. Additional Services:

1. Additional Services are those services related to the scope of Services of Consultant as set forth in Exhibit A but not anticipated at the time of execution of this Agreement. Additional Services shall be provided only when a Supplemental Agreement authorizing such Additional Services is approved by the City Manager, or his or her designee. City reserves the right to perform any Additional Services with its own staff or to retain other Consultants to perform said Additional Services.

2. Consultant’s compensation for Additional Services shall be based on the total number of hours spent on Additional Services multiplied by the employees' appropriate billable hourly rate as established below. City, at its option, may negotiate a fixed fee for some or all Additional Services as the need arises. Where a fixed fee for Additional Services is established by mutual Agreement between City and Consultant, compensation to Consultant shall not exceed the fixed fee amount.

2. Appropriate Billable Hourly Rates for Services and Additional Services. Consultant’s billable hourly rates shall be as listed in Attachment 1 of Exhibit B, attached hereto and incorporated herein by this reference.

3. Consultant’s Reimbursable Expenses. Reimbursable Expenses shall be limited to actual reasonable expenditures of Consultant for expenses that are necessary for the proper completion of the Services and shall only be payable if specifically authorized in advance by City.
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DocuSign Envelope ID: C156E555-6922-4C23-8568-53758AE3C8A0 Consultant and Professional Services Agreement (Revised 01.2019) Exhibit B - Compensation

4. Payments to Consultant.

A. Payments to Consultant shall be made within a reasonable time after receipt of Consultant’s invoice, said payments to be made in proportion to services performed. Consultant may request payment on a monthly basis. Consultant shall be responsible for the cost of supplying all documentation necessary to verify the monthly billings to the satisfaction of City.

B. All invoices submitted by Consultant shall be (1) billed on a month-to-month basis (i.e., the first of the month through the end of the month), (2) submitted by email to [email protected], and (3) must contain the following information:

1. Description of services billed under the invoice

2. Date of Invoice Issuance

3. Sequential Invoice Number

4. City’s Purchase Order Number

5. Statement of Work Number

6. Social Security Number or Taxpayer Identification Number

7. Amount of the Invoice (Itemize all Reimbursable Expenses)

8. Total Billed to Date

C. Items shall be separated into Services and Reimbursable Expenses.

Billings that do not conform to the format outlined above shall be returned to Consultant for correction. City shall not be responsible for delays in payment to Consultant resulting from Consultant’s failure to comply with the invoice format described above.

D. Request for payment shall be sent to:

James Rollins, IT Manager
City of Vallejo Water Department
c/o [email protected]

5. Accounting Records of Consultant. Consultant shall maintain for three (3) years after completion of all services hereunder, all records under this Agreement, including, but not limited to, records of Consultant’s direct salary costs for all Services and Additional Services performed under this Agreement and records of Consultant’s Reimbursable Expenses, in accordance with generally accepted accounting practices. Consultant shall keep such records available for audit, inspection and copying by representatives of the City’s Finance Department or other government agencies during regular business hours upon twenty-four (24) hours’ notice.

The obligations of Consultant under this section shall survive this Agreement. 168
DocuSign Envelope ID: C156E555-6922-4C23-8568-53758AE3C8A0 Consultant and Professional Services Agreement (Revised 01.2019) Exhibit B - Compensation

6. Taxes. Consultant shall pay, when and as due, any and all taxes incurred as a result of Consultant’s compensation hereunder, including estimated taxes, and shall provide City with proof of such payments upon request.

7. Taxpayer Identification Number. Consultant shall provide City with Consultant’s complete Request for Taxpayer Identification Number and Certification, Form W-9, as issued by the Internal Revenue Service, and any other State or local tax identification number requested by City. 169
DocuSign Envelope ID: C156E555-6922-4C23-8568-53758AE3C8A0 Consultant and Professional Services Agreement (Revised 01.2019) Exhibit C – Insurance Requirements

EXHIBIT C

Cellular Advanced Metering Infrastructure Project
Components 1, 3 and 4
Insurance Requirements

Contractor shall procure and maintain for the duration of this Agreement, including any extensions thereto, insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of services hereunder by the Contractor, their agents, representatives, or employees or subcontractors. It shall be a requirement under this Agreement that any available insurance proceeds broader than or in excess of the specified minimum Insurance coverage requirements and/or limits shall be available to the Additional Insured. Furthermore, the requirements for coverage and limits shall be (1) the minimum coverage and limits specified in this Agreement; or (2) the broader coverage and maximum limits of coverage of any Insurance policy or proceeds available to the named Insured; whichever is greater. No representation is made that the minimum Insurance requirements of this agreement are sufficient to cover the obligations of the Contractor under this agreement.

1. Minimum Scope of Insurance. Coverage shall be at least as broad as:

A. Insurance Services Office form number GL 0002 covering Comprehensive General Liability and Insurance Services Office form number GL 0404 covering Broad Form Comprehensive General Liability; or Insurance Services Office Commercial General Liability coverage (occurrence form CG 0001).

B. Insurance Services Office form number CA 0001 covering Automobile Liability, code 1 any auto and endorsement CA 0025.

C. Workers' Compensation insurance as required by the State of California and Employer's Liability Insurance.

D. Professional Liability insurance appropriate to the Contractor’s profession (Errors and Omission).

2. Minimum Limits of Insurance. Contractor shall maintain limits no less than:

A. General Liability: $2,000,000 per occurrence for bodily injury, personal injury, and property damage. If Commercial General Liability Insurance or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit.

B. Automobile Liability: $1,000,000 per accident for bodily injury and property damage.

Commented [DC4]: Badger’s full policy limits/umbrella
should not be required to be available to Vallejo.

Commented [DC5]: This is not necessary to provide
for a supply only contract.

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DocuSign Envelope ID: C156E555-6922-4C23-8568-53758AE3C8A0 Consultant and Professional Services Agreement (Revised 01.2019) Exhibit C – Insurance Requirements

C. Workers’ Compensation insurance as required by the State of California, with Statutory Limits, and Employer’s Liability Insurance with limit of no less than $1,000,000 per accident for bodily injury or disease. If Contractor is not subject to California Workers’ Compensation requirements, Contractor shall file a completed Request for Waiver of Workers’ Compensation Insurance Form which may be obtained from the City prior to commencing any activity authorized hereunder.

D. Professional Liability (Errors and Omission): Insurance appropriates to the Contractor’s profession with $1,000,000 combined single limit per occurrence, and annual aggregate.

3. Deductible and Self-Insured Retention (SIR). Any deductibles or self- insured retention must be declared to and approved by the City. At the option of the City, either: the insurer shall reduce or eliminate such deductibles or self- insured retention as respects the City of Vallejo, its officers, officials, employees and volunteers; or the Contractor shall procure a bond guaranteeing payment of losses and related investigations, claim administration and defense expenses. All SIRs must be disclosed to the City’s Risk Manager for approval and shall not reduce the limits of liability. Policies containing any SIR provision shall provide or be endorsed to provide that the SIR may be satisfied by either the named Insured or the City.

4. Other Insurance Provisions.

A. Additional Insured Endorsements: The City of Vallejo, its officers, officials, employees, agents and volunteers are to be covered as Additional Insureds as respects; liability, including defense costs, arising out of activities performed by or on behalf of the Contractor; products and completed operations of the Contractor; premises owned, occupied or used by the Contractor; or automobiles owned, leased hired or borrowed by the Contractor. Additional Insured endorsements with respect to General Liability, Auto and Umbrella/Excess Insurance shall be attached to the Certificate of Insurance presented to the City.

B.A. 30 Days’ Notice of Cancellation Endorsements: The Contractor is expected to provide the city of Vallejo a certificate of insurance annually when Contractor’s insurance policies are renewed, and to provide the City of Vallejo thirty (30) days’ notice if it renews its insurance at a level less than required by this Agreement. Each insurance policy required by this clause shall be endorsed to state that coverage shall not be suspended, voided, canceled by either party, reduced in coverage or in limits except after thirty (30) days' prior written notice by certified mail, return receipt requested, has been given to the City.

C. Waiver of Subrogation Rights Endorsement: The workers’ compensation policy required hereunder shall be endorsed to state that the workers' compensation carrier waives its right of subrogation against City, its Commented [DC6]: This is not necessary to provide
for a supply only contract.

Commented [DC7]: There is no need to add the city
as additional insured to the auto since no one from
Badger Meter would be driving on to the City’s
premises.
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officers,officials, employees, agents and volunteers, which might arise by reason of payment under such policy in connection with Contractor’s performance under this Agreement. The waiver of subrogation rights endorsement in favor of the City of Vallejo shall be attached to the Certificate of Insurance.

D. The limits of Insurance required in this agreement may be satisfied by a combination of primary and umbrella or excess Insurance. Any umbrella or excess Insurance shall contain or be endorsed to contain a provision that such coverage shall also apply on a primary and non-contributory basis for the benefit of the City of Vallejo before the City’s own Insurance or self-insurance shall be called upon to protect it as a named insured.

E. The insurance coverage shall contain no special limitations on the scope of protection afforded to the City of Vallejo, its officers, officials, employees, agents or volunteers. For any claims related to this project, the Contractor's insurance coverage shall be primary insurance as respects the City of Vallejo, its officers, officials, employees, agents, and volunteers. Any insurance or self-insurance maintained by the City of Vallejo, its officers, officials, employees, agents, or volunteers shall be excess of the Contractor's insurance and shall not contribute with it.

F.B. The Contractor's insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer's liability.

G.C. Any failure to comply with reporting or other provisions of the policies including breaches of warranties shall not affect coverage provided to the City, its officers, officials, employees, agents, or volunteers.

H.D. The City reserves the right to modify these requirements, including limits, based on the nature of the risk, prior experience, insurer, coverage, or other special circumstances.

5. Acceptability of Insurers. The insurance is to be issued by companies licensed to do business in the State of California. The insurance is to be placed with insurers with a current A.M. Best's rating of no less than A:VII.

6. Verification of Coverage. Contractor shall furnish the City with certificates of insurance and original endorsements. The certificates and endorsements are to be signed by a person authorized by that insurer to bind coverage on its behalf.

All endorsements are to be received and approved by the City before work commences. The City reserves the right to obtain a full certified copy of any Insurance policy and endorsements. Failure to exercise this right shall not constitute a waiver of right to exercise later. All verification of coverage and other insurance documents shall be mailed to the following address:

Commented [DC8]: This section is not necessary
since this is a supply only contract. There will not be any Badger employees doing work on the city’s
premises.

Commented [DC9]: This shouldn’t be necessary for a
supply only contract.

Commented [DC10]: There is no need to add primary
and non-contributory language, as this is a supply-only contract.
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DocuSign Envelope ID: C156E555-6922-4C23-8568-53758AE3C8A0 Consultant and Professional Services Agreement (Revised 01.2019) Exhibit C – Insurance Requirements

City of Vallejo
Attn: Risk Manager
555 Santa Clara Street
Vallejo, CA 94590

7. Subcontractors. Contractor shall include all subcontractors as insureds under its policies or shall furnish separate certificates and endorsements for each subcontractor. All coverages for subcontractors shall be subject to all of the requirements stated herein.

8. Payment Withhold. City will withhold payments to Contractor if the certificates of insurance and endorsements required in Paragraph F, above, are canceled or Contractor otherwise ceases to be insured as required herein. 173
DocuSign Envelope ID: C156E555-6922-4C23-8568-53758AE3C8A0 Consultant and Professional Services Agreement (Revised 01.2019) Exhibit C – Insurance Requirements

Cellular Advanced Metering Infrastructure Project
Component 2 - Installation Services (or All 4 Components) Insurance Requirements
Contractor shall procure and maintain for the duration of the contract insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the work hereunder by the Contractor, his agents, representatives, employees, or subcontractors. No representation is made that the minimum Insurance requirements of this agreement are sufficient to cover the obligations of the Contractor under this agreement.

MINIMUM SCOPE AND LIMIT OF INSURANCE
Coverage shall be at least as broad as:

1. Commercial General Liability (CGL): Insurance Services Office (ISO) Form CG 00 01 covering CGL on an “occurrence” basis, including products and completed operations, property damage, bodily injury and personal & advertising injury with limits no less than $5,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location (ISO CG 25 03 or 25 04) or the general aggregate limit shall be twice the required occurrence limit.

2. Automobile Liability : Insurance Services Office Form CA 0001 covering Code 1 (any auto), with limits no less than $2,000,000 per accident for bodily injury and property damage.

3. Workers’ Compensation insurance as required by the State of California, with Statutory Limits, and Employers’ Liability insurance with a limit of no less than $1,000,000 per accident for bodily injury or disease.

4. Builder’s Risk (or Course of Construction) insurance utilizing an “All Risk” (Special Perils) coverage form, with limits equal to the completed value of the project and no coinsurance penalty provisions. Such coverage shall name the City of Vallejo as a loss payee as their interest may appear. Property Installation Floater coverage is also acceptable in lieu of Builder Risk policy. The Property Installation Floater shall provide property damage coverage for any building, structure, machinery or equipment damaged, impaired, broken, or destroyed during the performance of the Work, including during transit, installation, and testing at the City of Vallejo’s site.

5. Professional Liability (Errors and Omission): Insurance appropriates to the Contractor’s profession with $1,000,000 combined single limit per occurrence, and annual aggregate.

If the contractor maintains broader coverage and/or higher limits than the minimums shown above, the City of Vallejo requires and shall be entitled to the Commented [SP11]: N/A to our proposal as we aren’t
providing installation services.
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DocuSign Envelope ID: C156E555-6922-4C23-8568-53758AE3C8A0 Consultant and Professional Services Agreement (Revised 01.2019) Exhibit C – Insurance Requirements

broader coverage and/or the higher limits maintained by the contractor. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City of Vallejo.

Self-Insured Retentions
Self-insured retentions must be declared to and approved by the City of Vallejo.

The City of Vallejo may require the Contractor to purchase coverage with a lower retention or provide proof of ability to pay losses and related investigations, claim administration, and defense expenses within the retention. The policy language shall provide, or be endorsed to provide, that the self-insured retention may be satisfied by either the named insured or City of Vallejo.

Other Insurance Provisions
The insurance policies are to contain, or be endorsed to contain, the following provisions:
1 . The City of Vallejo, its officers, officials, employees, agents and volunteers are to be covered as additional insureds on the CGL policy with respect to liability arising out of work or operations performed by or on behalf of the Contractor including materials, parts, or equipment furnished in connection with such work or operations and automobiles owned, leased, hired, or borrowed by or on behalf of the Contractor.

General liability coverage can be provided in the form of an endorsement to the Contractor’s insurance (at least as broad as ISO Form CG 20 10, CG 11 85 or both CG 20 10, CG 20 26, CG 20 33, or CG 20 38; and CG 20 37 forms if later revisions used).
2 . For any claims related to this project, the Contractor’s insurance coverage shall be primary insurance coverage at least as broad as ISO CG 20 01 04 13 as respects the City of Vallejo, its officers, officials, employees, agents and volunteers. Any insurance or self- insurance maintained by the City of Vallejo, its officers, officials, employees, or volunteers shall be excess of the Contractor’s insurance and shall not contribute with it.
3 . Each insurance policy required by this clause shall be endorsed to state that coverage shall not be suspended, voided, canceled by either party, reduced in coverage or in limits except after thirty (30) days' prior written notice by certified mail, return receipt requested, has been given to the City of Vallejo.
4 . The limits of Insurance required in this agreement may be satisfied by a combination of primary and umbrella or excess Insurance. Any umbrella or excess Insurance shall contain or be endorsed to contain a provision that such coverage shall also apply on a primary and non-contributory basis for the benefit of the City of Vallejo before the City’s own Insurance or self-insurance shall be called upon to protect it as a named insured. 175
DocuSign Envelope ID: C156E555-6922-4C23-8568-53758AE3C8A0 Consultant and Professional Services Agreement (Revised 01.2019) Exhibit C – Insurance Requirements

Contractor agrees to endorse the City of Vallejo as an Additional Insured on the Umbrella or Excess policy, unless the Certificate of Insurance states the Umbrella or Excess policy provides coverage on a “Follow Form” basis.
5 . The City of Vallejo reserves the right to modify these requirements, including limits, based on the nature of the risk, prior experience, insurer, coverage, or other special circumstances.

Claims Made Policies
If any coverage required is written on a claims-made coverage form:

1. The retroactive date must be shown, and this date must be before the execution date of the contract or the beginning of contract work.

2. Insurance must be maintained and evidence of insurance must be provided for at least five (5) years after completion of contract work.

3. If coverage is cancelled or non-renewed, and not replaced with another claims-made policy form with a retroactive date prior to the contract effective, or start of work date, the Contractor must purchase extended reporting period coverage for a minimum of five (5) years after completion of contract work.

4. A copy of the claims reporting requirements must be submitted to the City of Vallejo for review.

5. If the services involve lead-based paint or asbestos identification/remediation, the Contractors Pollution Liability policy shall not contain lead-based paint or asbestos exclusions. If the services involve mold identification/remediation, the Contractors Pollution Liability policy shall not contain a mold exclusion, and the definition of Pollution shall include microbial matter, including mold.

Acceptability of Insurers
Insurance is to be placed with insurers authorized to conduct business in the state with a current Best rating of no less than A: VII, unless otherwise acceptable to the City of Vallejo.

Waiver of Subrogation
Contractor hereby agrees to waive rights of subrogation which any insurer of Contractor may acquire from Contractor by virtue of the payment of any loss.

Contractor agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation. The Workers’ Compensation policy shall be endorsed with a waiver of subrogation in favor of the City of Vallejo for all work performed by the Contractor, its employees, agents and subcontractors.

Verification of Coverage
Contractor shall furnish the City of Vallejo with original Certificates of Insurance 176
DocuSign Envelope ID: C156E555-6922-4C23-8568-53758AE3C8A0 Consultant and Professional Services Agreement (Revised 01.2019) Exhibit C – Insurance Requirements

including all required amendatory endorsements (or copies of the applicable policy language effecting coverage required by this clause) and a copy of the Declarations and Endorsement Page of the CGL policy listing all policy endorsements to City of Vallejo before work begins. However, failure to obtain the required documents prior to the work beginning shall not waive the Contractor’s obligation to provide them. The City of Vallejo reserves the right to require complete, certified copies of all required insurance policies, including endorsements, required by these specifications, at any time.

Subcontractors
Contractor shall require and verify that all subcontractors maintain insurance meeting all requirements stated herein, and Contractor shall ensure that City of Vallejo is an additional insured on insurance required from subcontractors. For CGL coverage, subcontractors shall provide coverage with a form at least as broad as CG 20 38 04 13.

Payment Withhold
City of Vallejo will withhold payments to Contractor if the certificates of insurance and endorsements required in this exhibit are canceled or Contractor otherwise ceases to be insured as required herein.
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DocuSign Envelope ID: C156E555-6922-4C23-8568-53758AE3C8A0 $77$&+0(176
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ATTACHMENT B - REQUIREMENTS

WORKBOOK
179
DocuSign Envelope ID: C156E555-6922-4C23-8568-53758AE3C8A0 City of Vallejo
Technical Requirements Workbook
Instructions
• Proposer shall respond to each requirement on each tab (Green) based on the response options provided in the"Proposer Response" column via pull down menu. If additional explanation is required, proposer shall fill out Column F, "Proposer Comment".
• A detailed description of each priority set by the utility is provided in the 'Priority' tab. The right is reserved to modify prioritization of requirements at any point and without notice to Proposers. • A detailed description of each response option is provided in the 'Response Options' tab. 180
DocuSign Envelope ID: C156E555-6922-4C23-8568-53758AE3C8A0 Priority Description
Critical
This function is of the highest priority to addressing current operational needs at the utility; however, solutions that do not have high priority items in the current base solution will not be disqualified.

Optional This function would be nice to have but does not present an immediate concern to the overall operational or implementation needs of the utility.

City of Vallejo
Technical Requirements
Priority
181
DocuSign Envelope ID: C156E555-6922-4C23-8568-53758AE3C8A0 Vendor Response Description
Current Base The function is provided in the base product today. No modification is required. The pricing proposed encompasses this function.

Future Base Release
The function will be provided in a future base release that will be a general release within 18 months from submission of this response. No modification or customization is required, and no additional fees are needed for implementation. Vendor will indicate timing of when desired functionality will be available and make a statement of whether or not the vendor is agreeable to representing this function as a requirement in the final contract.

Partially Comply
This function can be supported in some manner by: providing alternative functionality; implementing an additional module; or by modifying an existing screen, existing view, or existing report. The function would not cause a change in the system source code and would not break the system upgrade path. The pricing proposed encompasses this function.

Not Provided This function is not provided by the vendor in the proposed solution. The pricing proposed does not encompass this function.

Not Applicable
This function is not relevant due to the specifics of what is being proposed due to underlying technology differences (e.g., a requirement that would only apply to a cellular-based solution whereas the solution proposed is not cellular-based). Those requirements listing this response will be highly scrutinized for appropriateness, and the right is reserved to add or subtract points based on this response, at the discretion of the awarding body.

City of Vallejo
Technical Requirements
Response Options
182
DocuSign Envelope ID: C156E555-6922-4C23-8568-53758AE3C8A0 ID Category Commodity Priority Requirement
Proposer
Response Proposer Comment
1 Administration All Critical
Provide administrator tools and console for the administration and monitoring of the application. Current Base
2 Administration All Critical
Provide export of all interval and register usage data, alarms, and events. Current Base
3 Administration All Critical
Provide tools or applications for users to create and export custom reports. Current Base
4 Administration All Critical
Have the ability to archive and purge data according to a data strategy. Current Base
5 Administration All Critical
Collect all interval data and logs from meters and
Communications Network components at a configurable
frequency, but at least once per day. Current Base
6 Administration All Critical
Support centralized remote management, monitoring, graphical monitoring, and control of all endpoint hardware. Current Base 7 Administration All Critical Support automatic discovery of all new endpoint devices. Current Base 8 Administration All Critical
Have capability to automatically perform a last read of interval and register data, before a configuration update is performed Current Base 9 Endpoints Water Critical
Have the ability to time stamp and align intervals in accordance with: a) for hourly intervals, on the hour; b) for 15 minute intervals, on the 15, 30, 45 and 60 minute clock positions. Current Base 10 Endpoints Water Optional
Have the ability to have alternate method of capturing reads when unable to do so using the fixed network. Current Base
11 Endpoints All Critical
Provide a means for extracting stored data directly from the device in the event of network communications or equipment failure. Current Base
The ORION Cellular endpoint supports the ability
to have profile data extracted via IR. If extracted
via IR (or network), the most-recent 42 days of
profile data will be retained on the endpoint.
12 Endpoints Water Critical
Store interval data and daily read data including date and time stamps for a minimum of 45 days in module memory for hourly interval data. Partially Comply
The ORION Cellular endpoint stores 42 days of
15 minute interval data.
13 Endpoints Water Critical
Be designed and constructed to have a life expectancy of at least 20 years. Current Base
Please see our warranty in the Warranty
Documentation Section (ORI-WR-02596-EN-09
(August 2020))
14 Endpoints Water Critical Be rated for performance of at least IP68 conditions or better. Current Base 15 Endpoints Water Critical
Be supplied with a scannable bar code label affixed to the endpoint.

Current Base
16 Endpoints Water Critical
Support local data exchange of all AMI communications data and logs.

Current Base
17 Endpoints Water Critical
Provide security/authentication for local AMI meter data exchange to ensure that data exchanges can only be executed by
authorized users or users authorized with designated field tools. Current Base 18 Endpoints Water Critical Keep time even if there is no communication with the AMI system. Current Base 19 Event/Alarm
Management
All Critical
Identify or flag events/alarms that require further investigation or field resolution.

Current Base
20 Event/Alarm
Management
All Critical
Be configurable to analyze received events and alarms and initiate creation of service orders or other exceptions.

Current Base
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DocuSign Envelope ID: C156E555-6922-4C23-8568-53758AE3C8A0 ID Category Commodity Priority Requirement
Proposer
Response Proposer Comment
21 Event/Alarm
Management All Critical
Provide mechanism to automatically communicate a certain event and/or alarm to designated recipients via email. Current Base 22 Event/Alarm
Management All Optional
Provide mechanism to automatically communicate a certain event and/or alarm to designated recipients via SMS. Current Base 23 Event/Alarm
Management All Critical
Have the ability to forward selected events or alarms, once received, to another application as necessary to support distribution operations and monitoring. Current Base
24 Event/Alarm
Management All Critical
Store all events and alarms for display to the user and for analysis using queries and reports. Current Base
25 Event/Alarm
Management All Critical
Allow for configuration or custom events or alarms based on analytics or calculation (e.g. continuous consumption), rather than a report.

Current Base
26 Event/Alarm
Management All Critical Detect, timestamp, and report removal of an endpoint (cut wire). Current Base 27 Event/Alarm
Management All Critical
Detect, timestamp, and report meter tilt/tamper, for meters with the capability to detect tilt. Partially Comply
An encoder removal can be detected with the HR-
E LCD encoder and with an E-Series meter
through empty pipe detection.
28 Event/Alarm
Management All Critical
Detect, timestamp, and report stopped/dead/non-registering meters. Current Base
29 Event/Alarm
Management All Critical Detect, timestamp, and report rollover events. Partially Comply Rollovers are handled automatically by the system
and do not display an alert.
30 Event/Alarm
Management All Critical
Detect, timestamp, and report reverse flow on meters not operating as net or bi-directional meters. Current Base 31 Event/Alarm
Management All Critical
Support user-defined global threshholds (i.e., thresholds for all meters) for alarms/events based on nominal values. Current Base 32 Event/Alarm
Management All Critical
Support user-defined local threshholds (i.e., thresholds by individual meter or batch of meters) for alarms/events based on nominal values. Current Base
33 Event/Alarm
Management All Critical
Support user-defined prioritization of events to allow critical traffic to have priority. Current Base
Users are able to configure high priority alarms
that will surface in the system without waiting for
the next endpoint communication.
34 Event/Alarm
Management All Critical
Support ability to configure whether an event/alarm is transmitted instantaneously or with a regularly scheduled batch of readings and event data.

Future Base
Release
Currently, alarms will not report instantaneously,
however, alarms can be configured to surface
sooner in BEACON SaaS than the next endpoint
communication.
35 Event/Alarm
Management All Critical
Be able to report high priority messages within thirty seconds 90% of the time.

Not Provided
In order to mitigate surfacing erroneous alerts the
high priority alarms features includes masking and
preventative measures to ensure that only
appropriate alarms are surfaced.
36 Event/Alarm
Management
All Critical Be able to report medium priority messages 90% of the time. Partially Comply High priority alarms are able to be configured,
additional levels of priority are not configurable.
37 Event/Alarm
Management
All Critical Be able to report low priority messages 90% of the time. Partially Comply 38 Event/Alarm
Management
All Critical
Automatically resend event notification until a message is acknowledged by the AMI headend.

Current Base
39 Event/Alarm
Management
All Critical
Detect and log access by any field device (e.g., optical port, Bluetooth connection, etc.).

Current Base
40 Event/Alarm
Management
Water Critical
Detect, timestamp, and report continuous flow leaks based on some nominal value threshold.

Current Base
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Proposer
Response Proposer Comment
41 Event/Alarm
Management Water Critical
Detect, timestamp, and report low-flow leaks where some intervals may be zero. Current Base
42 Event/Alarm
Management Water Critical
Detect, timestamp, and report high flow leaks or burst events based on some nominal value threshold. Current Base
43 Functionality All Critical
Be capable of performing on-demand read requests to retrieve events, usage and register data. Not Provided
BEACON SaaS with ORION Cellular endpoints
virtually eliminates the need for "on demand"
meter reads. The ORION Cellular endpoint is
designed to communicate four times per weekday
and once per weekend day. Furthermore, the
endpoint provides the City’s personnel the
capability to configure three two-hour windows for
weekday endpoint communication, ensuring the
City will have recent data to support its business
practices, without the need to reach out to the
endpoint on an on-demand basis. As the City sets
the call-in schedule for the ORION Cellular
endpoints, BEACON SaaS can configure the
system so that final and special reads completed
during standard office hours are no more than six
hours old. And, unlike other systems with on-
demand functionality, this feature is provided
without any conditions or limitations to the 20-year
warranty.
44 Functionality All Critical
Be able to distinguish between a missing interval and zero consumption and provide reporting capability for missing data or gaps. Current Base
45 Functionality All Critical
Track devices with missing data due to failed or incomplete communications and provide an automatic retry process to ensure several efforts are made to capture missing interval data for endpoints. Current Base
46 Functionality All Critical
Log all messages sent to and received from all AMI components with the message date/time, event/message type identifier, and source/target(s) identifier. Current Base
47 Functionality All Critical
Log each instance when an event message has been sent to an AMI component, but no acknowledgement is received within the configured time frame. Current Base
48 Functionality All Critical
Process Standard Time and Daylight Savings Time changes across system devices.

Current Base
49 Functionality All Critical Process leap year changes across system devices. Current Base 50 Functionality All Optional
Have the capability to assign internal user-specific screen presentation criteria (i.e. personalized home dashboard) based on user sign-in (role-based presentation).

Current Base
51 Functionality All Critical
Support user capability to export report and query data in CSV, SQL, Excel, XML, TXT, or other flat-file formats.

Current Base
52 Functionality All Critical
Support a variety of number of dials that contain up to 9 digits on register read.

Current Base
53 Functionality All Critical
Support a minimum of 8-digit length serial number for meter or endpoint.

Current Base
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Proposer
Response Proposer Comment
54 General All Critical
Provide separate production and test environments for the AMI headend System prior to go-live. Current Base
55 General All Critical
Provision separate production and test environments for the AMI headend System for the duration of the contract. Not Provided Badger Meter will work with the City to negotiate
the cost associated with setting up both
production and test environments for the duration
of the contract.
56 General All Critical Provide up to 20 (twenty) concurrent user licenses for utility staff. Current Base Licenses are unlimited. 57 General All Critical
Provide context-sensitive system documentation for online user help.

Current Base
58 General All Critical
Have a non-proprietary database file structure that is ODBC- compliant and SQL-compliant, and provided by a standard commercial database supplier Current Base
59 General All Critical
Provide a minimum of 12 months of online storage for all AMI endpoint data collected.

Current Base
60 IoT Interfaces and
Gateways -
Functionality All Optional
Be capable of receiving configuration changes and on-demand data requests over the AMI network. Not Applicable
61 IoT Interfaces and
Gateways -
Functionality All Optional
Be capable of sending all stored data over the AMI network when queried by an on-demand data request. Not Applicable
BEACON SaaS does not support "on-demand"
read requests to the meter/endpoint. 3rd party
authorized systems may request the currently
stored read in real time via BEACON SaaS
integral API.
62 IoT Interfaces and
Gateways -
Functionality All Optional
Support configurable data sampling intervals at a minimum of at least 15 minute intervals. Not Applicable
63 IoT Interfaces and
Gateways -
Functionality All Optional
Have the ability to time stamp and align sampling intervals in accordance with: a) for hourly intervals, on the hour; b) for 15 minute intervals, on the 15, 30, 45 and 60 minute clock positions. Not Applicable 64 IoT Interfaces and
Gateways -
Functionality All Optional
Have the ability to have alternate method of capturing sampling reads when unable to do so using the fixed network. Not Applicable 65 IoT Interfaces and
Gateways - General All Optional
Read at least one 4-20 ma, 2-wire analog input from a sensor device. Not Applicable
66 IoT Interfaces and
Gateways - General All Optional Be battery powered. Not Applicable 67 IoT Interfaces and
Gateways - General All Optional
Be capable of transmitting all collected sensor data over the AMI network at configurable intervals of, a minumum, hourly. Not Applicable 68 IoT Interfaces and
Gateways - General All Optional
Store hourly sampled data including date and time stamps for a minimum of 45 days in module memory. Not Applicable
69 IoT Interfaces and
Gateways - General All Optional
Be designed and constructed, excluding its replaceable battery, to have a life expectancy of at least 5 years.

Not Applicable
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Proposer
Response Proposer Comment
70 IoT Interfaces and
Gateways - General All Optional Be designed to have a failure rate of less than 0.5 % per year. Not Applicable Infrastructure management services are one of
the key benefits provided in BEACON SaaS.

BEACON SaaS is built on the Badger Meter time-
tested ORION system for interval data capture
and two-way communication. Specifically, the
solution leverages the ORION Cellular endpoint,
which employs the reliable cellular network to
efficiently and securely deliver meter reading data
back to utilities. Furthermore, it requires no
proprietary gateways to operate. Thus, the
introduction of the cellular endpoint into the
solution eliminates the need for the customer to
install or maintain proprietary gateways. The
cellular networks supporting the ORION Cellular
endpoint are among the most robust and reliable
wireless systems in existence today and are
designed to provide 99.999 percent uptime.
71 Network Diagnostics All Critical
Export meter data upon request and provide capabilities to export log data.

Current Base
72 Network Diagnostics All Critical
Send non-usage messages and alarms to the AMI headend that contain date/time stamp from internal meter clock, message code/type, and meter identifier. Current Base
Consumption exceptions, such as no recent flow,
leak detected, backflow, and continuous flow, are
generated by BEACON SaaS as part of the
analysis of the endpoint consumption data. From
this analysis, indicators are displayed as part of
the Flow Health module on the At a Glance page,
as exceptions filters on the Monitor page, and on
the individual account card banners, where
applicable.
73 Network Diagnostics All Critical
Support configurable alert levels and notifications based on the severity of a problem detected and the number of endpoints affected. Current Base
74 Network
Performance and
Reliability All Critical
Meet all applicable Federal, State, and local regulatory requirements (including, but not limited to, Federal
Communications Commission (FCC Title 47 C.F.R,Part 15 - Radio Frequency Devices), and applicable standards by the American National Standards Institute (ANSI)). Current Base 75 Network
Performance and
Reliability All Critical
Support full two-way communications across the communications network (LAN, WAN, and Backhaul). Current Base
76 Network
Performance and
Reliability All Critical
Support full two-way communications from metering endpoint devices to headend system. Current Base
77 Network
Performance and
Reliability All Critical
Uniquely identify all endpoints and communication devices on the system. Current Base
78 Other Applications Water Optional
Be capable of transmitting data and receiving at the HES from water monitoring devices, such as for pressure, temperature, lead detection devices and water quality.

Current Base
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Proposer
Response Proposer Comment
79 Other Applications Water Optional
Be capable of communicating bi-directionally from remote disconnect devices, including valves and/or meters. Current Base 80 Remote Disconnect All Critical
Provide the capability to perform a meter remote
connect/disconnect. Current Base
81 Remote Disconnect All Critical
Provide the capability to perform a meter remote
connect/disconnect to be initiated at a specified time. Current Base 82 Remote Disconnect All Critical
Provide the capability to perform a meter remote
connect/disconnect for meters in batch mode. Current Base 83 Remote Disconnect All Critical
Provide meter disconnect switch state (i.e. closed, open) and last read after remote connect/disconnect command is executed. Current Base The E-Series Ultrasonic Plus features a patented
three-state flow restriction valve that enables your
approved water utility operators to open, restrict,
and partially restrict the valve from the utility office or other location using BEACON SaaS. With utility
selectable partial restricted settings, the City has
the choice of how much water to allow through to
the consumer.
84 Remote Disconnect All Critical
Be able to retry on a configurable basis failed remote
connect/disconnect operations.

Current Base
85 Remote Disconnect All Critical Identify and report failed remote connect/disconnect operations. Current Base 86 Remote Disconnect All Critical
Support the ability to identify emergency and critical needs customers to prevent remote meter disconnect.

Current Base
87 Remote Disconnect All Critical
Allow for remote connect/disconnects to be initiated based on commands by an authorized application other than the AMI headend (e.g., MDMS, CIS) Current Base
88 Security All Critical
Receive and process data requests from other systems (e.g..

MDMS, CIS).

Current Base
89 Security All Critical Not store personally-identifiable customer information. Current Base 90 Security All Critical
Log invalid login attempts; retain 12 months of authentication logs success and failure.

Current Base
91 Security All Critical
Support a lockout for a configurable number (minimum 3) of failed login/access attempts. This applies to the AMI headend
application, meter and endpoint configuration products, all field tool applications, meters and endpoints. Partially Comply All logins to field applications tools use BEACON
SaaS credentials for enhanced security.

Permissions for accessibility to the tools as well
as functions within the tool are configurable.
92 Security All Critical
Support Advanced Encryption Standard (AES) for 256-bit (or higher) encryption end-to-end.

Current Base
93 Security All Critical Support rolling encryption keys on a configurable basis. Current Base 94 Security All Critical
Support ANSI C12.19/C12.18/C12.22 cryptographic solutions including clear text, plain text and cipher text communication.

Not applicable This standard is not relevant to our solution. 95 Security All Critical
Support functions which allow for secure device authentication, registration, and revocation of registration.

Current Base
96 Security All Critical
Supply mechanisms which audit and store all security related events including all messages, access, and modification events within the system for 90 days. Current Base
97 Security All Critical
Supply a security audit store which includes the date and time of the event, type of event, subject identity, and the outcome (success or failure) of the event. Current Base
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Proposer
Response Proposer Comment
98 Security All Critical
Supply access control mechanisms (i.e., Identification & Authentication mechanisms) which prevent unauthorized access of information and resource. Current Base
99 Security All Critical Log unauthorized access attempts. Current Base 100 Security All Critical Support 2-factor authentication for system access.

Future Base
Release
101 Security All Critical
Restrict access to reconfiguration commands based upon user role. Current Base
102 Security All Critical
Reject messages/requests that are received from unauthorized systems or devices. Current Base
103 Security All Critical
Provide a configurable 'choke' to restrict the maximum number of disconnect operations allowed concurrently or on a daily basis including those disconnect requests transmitted via other systems. Not Provided
104 Security All Critical
Provide automated methods of preventing cross-site scripting (XSS) attacks or SQL injection attacks from compromising the databases or software functions. Current Base
105 Security All Critical
Provide Network Layer IP filtering solution to allow access only from the City's IP address to the remote server environment (especially hosted for the City). Current Base
106 Security All Critical
Securely transfer/process data between the City and the Vendor's environment through SITE-TO-SITE VPN communication,
enhanced with Multi-Factor Authentication (MFA). Current Base 107 Security All Critical
Securely encrypt City’s data during the operational process, hosted at rest, and the backup stage, at the Vendor's environment (including Vendor’s contracting organization’s environment) Current Base
108 Security All Critical
Offer robust disaster recovery and business continuity solutions with maximum 8 (eight) hours RTO (Recovery Time Objective) (i.e., in the event of a disaster, the services offered by the Vendor shall not exceed 8 hours downtime). Current Base
109 Security All Critical
For systems hosted using third-party cloud services, such as AWS, offer a secured, logically separated IT environment in cloud consistent with the
AWS_Security_Compute_Services_Whitepaper document Current Base 110 Security All Critical
Offer authentication and authorization from the “City’s environment to the Vendor’s environment” and "Vendor’s
environment to the cloud-hosted environment” enhanced with SSO and MFA. Partially Comply SSO is optional; MFA is not available. 111 Security All Critical
Offer IP filtering for all the applications and database access to the Vendor’s environment and to the cloud environment.

Current Base
112 Security All Critical Be compliant to NISTIR 7628 Rev. 1. Not applicable Smart Grid security is not relevant to our solution. 113 Security All Critical Be audited and certified under ISO 27001. Current Base 114 Security All Critical Be audited and certified under SOC 2 Type 1. Current Base 115 Security All Critical Be audited and certified under SOC 2 Type 2. Current Base FINAL Attachment_B_-_Requirements_Workbook.xlsx 10 of 27 11/10/2021 2:58 PM 189
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Proposer
Response Proposer Comment
116 Service Level All Critical
Be capable of 97% on-demand read success executed within 60 seconds, when issued to a single meter. Not applicable
The ORION Cellular endpoint is designed to
communicate four times per weekday and once
per weekend day. Furthermore, the endpoint
provides the City’s personnel the capability to
configure three two-hour windows for weekday
endpoint communication, ensuring the City will
have recent data to support its business practices,
without the need to reach out to the endpoint on
an on-demand basis. As the City sets the call-in
schedule for the ORION Cellular endpoints,
BEACON SaaS can configure the system so that
final and special reads completed during standard
office hours are no more than six hours old. And,
unlike other systems with on-demand
functionality, this feature is provided without any
conditions or limitations to the 20-year warranty.
117 Service Level All Critical
Be capable of securing a 99% success rate or greater of daily register reads transmitted within 72 hours of read timestamp, processed at the AMI headend and available for other systems. Current Base The performance goal of the ORION NaaS
solution is to provide, when endpoints are
installed and operated according to Badger Meter
guidance and instructions, a billing read for at
least 98.5% of provisioned accounts for which
cellular coverage has been confirmed and
documented by the Badger Meter cellular
coverage team at the time of billing request using
interval read data captured in the previous 72-
hour window except, as would be the case for any
RF solution, for performance issues arising from
RF interference or signal obstruction caused by
sources outside of the manufacturer’s control. For
example, obstructions (temporary or permanent)
occasionally may be placed between an endpoint
and nearby cell towers (such as a vehicle parked
over a meter pit, for example) preventing
successful communications. Performance issues
arising from RF interference or signal obstruction
caused by third parties is beyond the control of
both the manufacturer and the utility.

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Proposer
Response Proposer Comment
118 Service Level All Critical
Be capable of securing a 98% success rate or greater of daily register reads transmitted within 24 hours of read timestamp, processed at the AMI headend and available for other systems. Current Base When endpoints are installed and operated
according to Badger Meter guidance and
instructions the ORION NaaS solution is capable
of achieving a billing read for at least 98.5% of
provisioned accounts for which cellular coverage
has been confirmed and documented by the
Badger Meter cellular coverage team, at the time
of billing request using interval read data captured
in the previous 24-hour window. This is true
except, as would be the case for any RF solution,
for performance issues arising from RF
interference or signal obstruction caused by
sources outside of the manufacturer’s control. For
example, obstructions (temporary or permanent)
occasionally may be placed between an endpoint
and nearby cell towers (such as a vehicle parked
over a meter pit, for example) preventing
successful communications. Performance issues
arising from RF interference or signal obstruction
caused by third parties is beyond the control of
both the manufacturer and the utility.
119 Service Level All Critical
Be capable of securing a 95% success rate or greater of all interval reads transmitted within 24 hours of read timestamp, processed at the AMI headend and available for other systems. Current Base 120 Service Level All Critical
Maintain less than 0.75% failure rate per annum for all network communications equipment over the required operating life of the system. Partially Comply
Our proposed system is able to comply with the

0.75% failure rate per annum for network
communication equipment for the first ten years of
the required operating life of the system. Please
see our warranty (ORI-WR-02596-EN-09 (August
2020)
121 Service Level All Critical
Maintain less than 1.50% failure rate per annum for all network communications equipment over the extended operating life of the system.

Not Applicable
Our ORION NaaS solution incorporates cellular
technology and does not require the deployment
of additional network communication to support
the reading system. Based on the cellular network
design, all existing cellular network
communication equipment was designed with
components to support a 99.999% uptime.
122 Service Level All Critical Offer 99.9% uptime for a SaaS or NaaS solution. Current Base 123
Software / Firmware
Releases
All Critical Provide release notes prior to updates. Current Base FINAL Attachment_B_-_Requirements_Workbook.xlsx 12 of 27 11/10/2021 2:58 PM 191
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Proposer
Response Proposer Comment
124
Software / Firmware
Releases All Optional
Allow for software releases to be able to be scheduled at Utility's discretion. Not Provided
BEACON SaaS is continually updated for all
utilities using the platform. Badger Meter utilizes
the Agile development process, which effectively
and continually releases software updates and
enhancements. All code changes are peer
reviewed and tested by our software quality
assurance group in a separate development and
staging environments prior to deployment on the
production servers. There are no software
updates or patches for you to install or servers for
you to maintain.
125
Software / Firmware
Releases
All Critical
Have a rollback plan in place and be communicated to the Utility prior to any upgrades to the Software.

Current Base
126
Software / Firmware
Releases All Critical
Retain all AMI Meter configuration and program settings, statuses, customer information, and event logs over a full Software/firmware upgrade. Current Base
127
Software / Firmware
Releases
All Critical
Accept and install firmware upgrades remotely (over-the-air) via the AMI system in a secure manner.

Current Base
128
Software / Firmware
Releases
All Critical
Provide a secure capability to perform meter program and firmware updates in the field without removing devices.

Current Base
129
Software / Firmware
Releases All Critical
Continue normal operation while downloading Software/firmware upgrades until instructed to switch to the new version. Current Base 130
Software / Firmware
Releases
All Critical
Log firmware download and upgrade attempts, failures,
successes, reversions, etc. with timestamp.

Current Base
131
Software / Firmware
Releases
All Critical
Report firmware upgrade status (successful or unsuccessful) to the AMI headend.

Current Base
132
System
Performance and
Reliability All Critical
Secure register reads and interval data from unknown meters for which the system has not yet received notice of the AMI meter installation, and automatically store and process these reads once the meter data synchronization completes.

Future Base
Release
133
System
Performance and
Reliability All Critical
Be capable of receiving and processing incoming meter data on a continuous basis. Current Base
134
System
Performance and
Reliability All Critical
Transmit and log the following information for each event: Event Timestamp, Event Type, AMI RF endpoint, and/or meter ID. Current Base 135
System
Performance and
Reliability All Critical
Automatically retry commands when a message is not
acknowledged. Current Base
136
System
Performance and
Reliability All Critical
Record metrology data while communicating and during
communication failures. Current Base
137
System
Performance and
Reliability All Critical
Support remote configuration of all user-controllable endpoint parameters. Current Base
138
System
Performance and
Reliability All Critical
Support remote configuration of multiple endpoints in a batched mode, via user-defined batching. Current Base
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Proposer
Response Proposer Comment
139
System
Performance and
Reliability All Critical
Log all configuration commands and results for a minimum of 90 days. Current Base
140 Systems Integration All Critical
Support Multi-Speak communication and protocols for integration to other enterprise IT systems. Not provided
141 Systems Integration All Critical
Support Common Information Model (CIM) structures,
commercial enterprise application infrastructure interfaces, and service oriented integration patterns for IT systems integration the utility's CIS and other enterprise IT systems.

Current Base
142 Systems Integration All Critical
Be capable of securing and delivering register data, interval data, and logs from endpoints and communications network
components at a configurable frequency, but at least 4 times per day. Current Base
143 Systems Integration All Critical
Support scheduled batch loading of meter events to other enterprise IT systems at a configurable frequency, but at least 4 times per day. Current Base
144 Systems Integration All Critical
Be able to initiate an on-demand read request through a real-time interface from another authorized system (i.e., MDMS, CIS, OMS). Not Provided
BEACON SaaS with ORION Cellular endpoints
virtually eliminates the need for "on demand"
meter reads. The ORION Cellular endpoint is
designed to communicate four times per weekday
and once per weekend day. Furthermore, the
endpoint provides the City’s personnel the
capability to configure three two-hour windows for
weekday endpoint communication, ensuring the
City will have recent data to support its business
practices, without the need to reach out to the
endpoint on an on-demand basis. As the City sets
the call-in schedule for the ORION Cellular
endpoints, BEACON SaaS can configure the
system so that final and special reads completed
during standard office hours are no more than six
hours old. And, unlike other systems with on-
demand functionality, this feature is provided
without any conditions or limitations to the 20-year
warranty.
145 Systems Integration All Critical
Be capable of delivering the results of all received alarms, outages and remote testing and diagnostic results to other systems in near-real time (within 30 seconds of receipt to the AMI headend).

Current Base
By utilizing BEACON SaaS API, work orders can
be generated based upon pre-determined criteria.

The API will be able to extract the pertinent data
from BEACON, which can then be converted to a
format that is compatible with the billing system.

Additional information on BEACON SaaS Web
Services can be found on our help site located at
https://helpbeaconSaaS.net/beacon-web-
services/. These APIs can be used to send
alarms to any other systems able to accept API
data.

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DocuSign Envelope ID: C156E555-6922-4C23-8568-53758AE3C8A0 ID Category Commodity Priority Requirement Proposer Response Proposer Comment 1 Data Capture All Critical
Capture clear and legible digital images a minimum of: (1) pre-install meter site; (2) legacy meter face for out read;(3) new meter face immediately following install; (4) new endpoint serial number; (5) site as left by installer.

Not Applicable Not Applicable. Badger Meter, Inc. is
not proposing installation services.
2 Data Capture All Critical Capture images with an accurate date / time stamp. Not Applicable Not Applicable. Badger Meter, Inc. is not proposing installation services.
3 Data Capture All Critical Capture images searchable by meter number assigned by utility or alternatively another unique identifier as determined by utility. Not Applicable Not Applicable. Badger Meter, Inc. is not proposing installation services.
4 Data Capture All Critical Capture multiple images for meters with multiple registers. Not Applicable Not Applicable. Badger Meter, Inc. is not proposing installation services.
5 Data Capture All Critical Review and validate 100% of meter reads that have been entered in the work order management system against the meter face photo taken during installation. Not Applicable Not Applicable. Badger Meter, Inc. is not proposing installation services.
6 Data Capture All Critical Provide daily data uploads to proposed installer WOMS site. Not Applicable Not Applicable. Badger Meter, Inc. is not proposing installation services.
7 Data Capture All Critical Provide completed work orders that pass data validation to City within 2 business days of installation. Not Applicable Not Applicable. Badger Meter, Inc. is not proposing installation services.
8 Data Capture All Critical Collect GPS coordinates within 1m accuracy and provide the meter location in reference to the premise. Not Applicable Not Applicable. Badger Meter, Inc. is not proposing installation services.
9 Data Capture All Critical Perform a visual inspection, document, photograph, and notify Utility within 1 business day of new meter, tamper, or theft conditions found during installation. Not Applicable Not Applicable. Badger Meter, Inc. is not proposing installation services.
10 Data Capture All Critical
Perform a visual inspection, document, photograph, and notify Utility in near-real-time of potential damage, malfunction, or other critical issues (e.g., leak conditions/indicators, safety hazards, infrastructure concerns, etc.) found during installation that would signal an immediate work stoppage for the meter.

Not Applicable Not Applicable. Badger Meter, Inc. is
not proposing installation services.
11 Data Capture All Critical Verify meter/endpoint inventory is in stock and ready to be installed, and that serial numbers are not duplicated. Not Applicable Not Applicable. Badger Meter, Inc. is not proposing installation services.
12 Data Capture All Critical Barcode scan transactions involving hardware to ensure data integrity of meters, registers and endpoints. Not Applicable Not Applicable. Badger Meter, Inc. is not proposing installation services.
13 Installation All Critical
City will provide a storage location but installer will be responsible for ordering, receiving, storing and securing endpoints in a secure storage at City provided location. Installer will be responsible to replace missing, lost, stolen or damaged endpoints.

Not Applicable Not Applicable. Badger Meter, Inc. is
not proposing installation services.
14 Installation All Critical
City will provide a storage location for meters, registers, meter gaskets and lids but installer will be responsible for storing and securing meters, register, meter gaskets in a secure storage at City provided location. Installer will responisible to replace missing, lost, stolen or damaged meters, registers, meter gaskets and lids.

Not Applicable Not Applicable. Badger Meter, Inc. is
not proposing installation services.
15 Installation All Critical Be able to provide equipment and on-site accomodations as identified in Attachment H Not Applicable Not Applicable. Badger Meter, Inc. is not proposing installation services.
16 Installation All Critical If an installed meter is discovered to have failed within one year of installation, as a result of installation negligence, be responsible for replacing the meter or providing a credit to the City. Not Applicable Not Applicable. Badger Meter, Inc. is
not proposing installation services.
17 Installation Water Critical To the extent possible, installations will include flushing service lines for air and debris. Not Applicable Not Applicable. Badger Meter, Inc. is not proposing installation services.
18 Installation All Critical Notify customer prior to meter replacement, and provide a door hanger after installation complete. Not Applicable Not Applicable. Badger Meter, Inc. is not proposing installation services.
19 Installation All Critical Contracter will have a published process for resolving meter installation issues prior to making them an Return To Utility Not Applicable Not Applicable. Badger Meter, Inc. is not proposing installation services.
194
DocuSign Envelope ID: C156E555-6922-4C23-8568-53758AE3C8A0 ID Category Commodity Priority Requirement Proposer Response Proposer Comment 20 Installation All Critical Make no less than three attempts to complete/resolve any given installation before tranferring an Unable to Complete (UTC) / Return to Utility (RTU). Not Applicable Not Applicable. Badger Meter, Inc. is not proposing installation services.
21 Installation All Critical Contractor will coordinate with the City for gated community access (approx. 25 communities). Not Applicable Not Applicable. Badger Meter, Inc. is not proposing installation services.
22 Installation Water Critical Contractor will coordinate with the City for curb stop keys, for any locked curbed stops. (approx. 150 stop locks for delinquents) Not Applicable Not Applicable. Badger Meter, Inc. is not proposing installation services.
23 Installation Water Critical Clean out meter box of dirt, water and other debris as necessary to facilitate endpoint installation. Remove dirt and debris from the site. (Most all meters will be accessable. Not Applicable Not Applicable. Badger Meter, Inc. is not proposing installation services.
24 Installation Water Critical Be able to perform ad hoc box replacements as identified in Attachment H. Not Applicable Not Applicable. Badger Meter, Inc. is not proposing installation services.
25 Installation Water Critical Be able to perform ad hoc lid replacements. Water meter box lids to be provided by City. Not Applicable Not Applicable. Badger Meter, Inc. is not proposing installation services.
26 Installation Water Critical Be able to perform ad hoc lid drilling. (None are anticipated, See Attachment H) Not Applicable Not Applicable. Badger Meter, Inc. is not proposing installation services.
27 Installation All Critical Install equipment in accordance with the manufacturer’s specifications and recommendations. Not Applicable Not Applicable. Badger Meter, Inc. is not proposing installation services.
28 Installation All Critical Verify that the new meter and/or endpoint is fully functional, properly installed, and that the customer is with the same status (on/off) before leaving a site. Not Applicable Not Applicable. Badger Meter, Inc. is not proposing installation services.
29 Installation Water Critical Correct all leaks related to the installed meters (e.g., damaged meter, washers, etc.) (See Attachment H. Not Applicable Not Applicable. Badger Meter, Inc. is not proposing installation services.
30 Installation Water Critical Be responsible for correcting at-fault breaks in the service line using similar material type for up to 3' after connection to the meter. See Attachment H. Not Applicable Not Applicable. Badger Meter, Inc. is not proposing installation services.
31 Installation Water Critical
Flush customer line after meter installation to be free of air and debris, if possible and remediate contaminated water supplied to the customer as a result of meter installation, including, but not limited to, disinfection, flushing, and sampling.

Not Applicable Not Applicable. Badger Meter, Inc. is
not proposing installation services.
32 Installation All Critical
Provide logs of errors / damage resulting from installation by the meter installation contractor, or of any customer complaints, including caller’s name, address, account number if available, date and time of call, nature of problem, the action taken and the resolution.

Not Applicable
Not Applicable. Badger Meter, Inc. is
not proposing installation services.
33 Installation All Critical
Respond within one (1) hour of receiving a complaint call and arrive at customer’s premises ready to correct any problems resulting from errors / damage by the installer within three (3) hours of receiving the call, unless otherwise directed by City.

Not Applicable Not Applicable. Badger Meter, Inc. is
not proposing installation services.
34 Installation All Critical Resolve errors / damage resulting from installation by the installer within 24 hours, unless situation results in RTU. Not Applicable Not Applicable. Badger Meter, Inc. is not proposing installation services.
35 Installation Water Critical
Handle non-binding or non-communication endpoint issues. The City will not pay for installation services until it is verified that the meter is communicating with the proper information to the head end system. See Attachment H.

Not Applicable Not Applicable. Badger Meter, Inc. is
not proposing installation services.
36 Installation Water Critical Verify meter is installed and registering properly and not reversed. Not Applicable Not Applicable. Badger Meter, Inc. is not proposing installation services.
37 Installation All Critical Be able to comply with the Work Performance Expectations at Each Meter Location as identified in Attachment H. Not Applicable Not Applicable. Badger Meter, Inc. is not proposing installation services.
38 Disposal All Critical Dispose of removed meters, registers, ancillary hardware, and all associated materials from the Worksite. Place meters in City provided Bin. See Attachment H. Not Applicable Not Applicable. Badger Meter, Inc. is not proposing installation services.
195
DocuSign Envelope ID: C156E555-6922-4C23-8568-53758AE3C8A0 ID Category Commodity Priority Requirement Proposer Response Proposer Comment 39 Disposal All Critical Utilize environmental-safe procedures when disposing meters, hazardous material (e.g. batteries) and provide manifest of disposed materials. Not Applicable Not Applicable. Badger Meter, Inc. is not proposing installation services.
40 Other All Critical City will provide call center services. Contractor will provide support for City call center operations. Not Applicable
Not Applicable. Badger Meter, Inc. is
not proposing installation services.
41 Safety &
Appearance All Critical The decal on contractor's fleet of vehicles shall be consistent in appearance and approved by the utility. Not Applicable
Not Applicable. Badger Meter, Inc. is
not proposing installation services.
42 Safety &
Appearance All Critical
Have all field personnel wear Hi-Vis, easily recognizable and consistant uniforms or safety vest containing company name, as well as prominently displayed utility-approved photo identification badges.

Not Applicable Not Applicable. Badger Meter, Inc. is
not proposing installation services.
43 Safety &
Appearance All Critical Be trained on basic customer service, how to address customer inquiries and when to transfer a customer to the utility. Not Applicable
Not Applicable. Badger Meter, Inc. is
not proposing installation services.
44 Safety &
Appearance All Critical Leave the customer site in as good or better condition before and after servicing. Not Applicable Not Applicable. Badger Meter, Inc. is not proposing installation services.
45 Safety &
Appearance All Critical Provide proof of background checks, which cover at minimum: criminal history, sex offender registry check, and driver’s license verification. Not Applicable Not Applicable. Badger Meter, Inc. is
not proposing installation services.
46 Safety &
Appearance All Critical
Provide pre-employment 8-panel drug and alcohol screening, random testing during employment, and a policy on identification of intoxication and testing based on reasonable suspicion.

Not Applicable Not Applicable. Badger Meter, Inc. is
not proposing installation services.
47 Safety &
Appearance All Critical Provide safety training for employees. Not Applicable Not Applicable. Badger Meter, Inc. is not proposing installation services.
48 Scheduling Water Critical
Attempt to notify customer prior to shutting water off, and have a process for handling a moving meter. Be capable of performing the Work Performance Expectations at Each Meter Location as identied in Attachment H.

Not Applicable Not Applicable. Badger Meter, Inc. is
not proposing installation services.
49 Other All Critical Remove employees from City project upon request from the City as deemed necessary by the City (rudeness, failure to follow COVID requirements, etc). Not Applicable Not Applicable. Badger Meter, Inc. is not proposing installation services.
50 Scheduling All Critical Assist/coordinate meter installation scheduling according to the outlined deployment strategy, with the utility retaining the right to prioritize routes, neighborhoods, and customers, as needed. Not Applicable Not Applicable. Badger Meter, Inc. is not proposing installation services.
51 Scheduling All Critical Be available during utility's expanded regular business hours (6 a.m. - 8 p.m.) Not Applicable Not Applicable. Badger Meter, Inc. is not proposing installation services.
52 Scheduling All Critical
Have the designated project manager along with key team members onsite and participating in weekly project status meetings, providing written reports on: actual versus projected deployment numbers; unable-to-complete and return-to-utility metrics; issue log (if needed), including RTU and UTC reports; quality assurance results; and inventory audit results.

Not Applicable
Not Applicable. Badger Meter, Inc. is
not proposing installation services.
53 Scheduling All Critical Complete only routes pre-authorized for work by utility Project Manager. Not Applicable Not Applicable. Badger Meter, Inc. is not proposing installation services.
54 Work Order
Management
System
All Critical
Support storage for data capture requirements identified above and up to 10 photos per installation. City access to the storage will be provided for a minimum of 1 year after project completion. Provide training on web interface to contractor provided Work Order Mangement System.

Not Applicable Not Applicable. Badger Meter, Inc. is
not proposing installation services.
55 Data Capture All Critical
Integrate and/or export meter exchange data (meter ID, last meter read, new meter read, installation date, meter model, location, GPS, service order number, etc.) to a format acceptable to CIS.

Not Applicable Not Applicable. Badger Meter, Inc. is
not proposing installation services.
56 Work Order
Management
System
All Critical Provide all work order information to utility at the end of deployment in CSV, Excel, or other standard file format, in addition to labelled photos. Not Applicable Not Applicable. Badger Meter, Inc. is not proposing installation services.
196
DocuSign Envelope ID: C156E555-6922-4C23-8568-53758AE3C8A0 ID Category Commodity Priority Requirement Proposer Response Proposer Comment 57 Work Order
Management
System
All Critical Provide a work order management system that can be web accessed by at least six (6) utility staff concurrently. Not Applicable Not Applicable. Badger Meter, Inc. is not proposing installation services.
58 Work Order
Management
System
All Critical In the work order management system, provide summary view of planned, incomplete and completed work orders that is updated daily. Not Applicable Not Applicable. Badger Meter, Inc. is
not proposing installation services.
59 Work Order
Management
System
All Critical Provide lookup capabilities for individual work order details, with ability to look up by meter no., account no., or other identifiable information. Not Applicable Not Applicable. Badger Meter, Inc. is not proposing installation services.
60 Work Order
Management
System
All Critical Provide reports or filtering tools to view route completion. Not Applicable Not Applicable. Badger Meter, Inc. is not proposing installation services.
61 Work Order
Management
System
All Critical Have a WOMS capable of accepting periodic updates to the database as customers are added/changed within the existing utility meter reading routes. Not Applicable Not Applicable. Badger Meter, Inc. is not proposing installation services.
62 Survey Water Critical When observable, note any lead service lines leading to or from a meter. Not Applicable Not Applicable. Badger Meter, Inc. is not proposing installation services.
63 Survey Water Critical When observable, note any galvanized service lines leading to or from a meter. Not Applicable Not Applicable. Badger Meter, Inc. is not proposing installation services.
64 Installation Water Critical Reprogram water meter registers for resolution of 1 CuFt or less Not Applicable
Not Applicable. Badger Meter, Inc. is
not proposing installation services.
65 Other Water Critical Accept Payment Terms as identified in Attachment H Not Applicable
Not Applicable. Badger Meter, Inc. is
not proposing installation services.
197
DocuSign Envelope ID: C156E555-6922-4C23-8568-53758AE3C8A0 ID Category Commodity Priority Requirement Proposer Response Proposer Comment 1 General MDMS All Critical Accept and store customer account and meter data characteristics (e.g. Meter ID, Parcel ID, account number, account address, etc.) according to the CIS data structure. Current Base 2 General MDMS All Critical Have a non-proprietary database file structure that is ODBC-compliant and SQL-compliant, and provided by a standard commercial database supplier Current Base 3 General MDMS Water Critical Support a minimum of 8 digits for meter reading display. Current Base 4 General MDMS All Critical Support configurable units of measure and interval lengths. Current Base 5 General MDMS Water Critical Support the units of measure - gallons, cubic foot, temperature, and pressure. Current Base 6 General MDMS All Critical Provide seperate production and test environment for the MDMS software prior to go-live. Current Base 7 General MDMS All Critical Provide seperate production and test environment for the MDMS software for the duration of the contract. Not Provided
Badger Meter will work with the City to
negotiate the cost associated with setting up
both production and test environments for the
duration of the contract.
8 General MDMS All Critical Retain a minimum of three (3) years of interval and register reads for immediate (online) utility access.

Current Base
9 General MDMS All Critical Receive and retain a minimum of three (3) years of events and alarms for immediate (online) utility access.

Current Base
10 General MDMS All Critical Retain a minimum of seven (7) years of interval and register reads archived (cold storage), not inclusive of immediate (online) data. Partially Comply
BEACON SaaS hosted server stores the past
three years of information from all endpoints
in the system. Utilities may export and
archive their data at any times. Additional
data retention can be negotiated.
11 General MDMS All Critical Receive and retain a minimum of seven (7) years of events and alarms archived (cold storage), not inclusive of immediate (online) data.

Partially Comply See response above
12 General MDMS All Critical Process meter-related issues, including, at a minimum: meters with missing reads; and unknown meters.

Current Base
13 General MDMS All Critical Process consumption-related issues, including, at a minimum: meter rollover; consumption on a vacant account; zero consumption on an active account; and high and low usage.

Current Base
14 General MDMS All Critical Allow for the configuration of high and low usage exception thresholds. Current Base 15 General MDMS All Critical Allow for high and low usage exception thresholds to be set based on customer parameter (e.g., customer class). Partially comply
Currently, high/low thresholds can be set per
utility to note accounts with anomalous
consumption. Being able to further define
customer class and correlate to high/low
thresholds is on the product development
roadmap.
16 General MDMS All Critical Allow for tolerances in the high and low usage exception thresholds based on weather. Future Base Release High/Low thresholds based on weather is on the product development roadmap.
17 General MDMS All Critical
Allow for configurable event notifications based on business rules (e.g. meter has not generated reads within X number of days).

Current Base
18 General MDMS All Critical Accept the CIS rate structure and other conversion for converting reads into billing determinants. Current Base 19 General MDMS All Critical Accept register reads via manual entry. Current Base 20 General MDMS All Critical
Allow for configuration by an authorized user, without the need for new code development by the user, for the following validation parameters: type of service; meter type; customer; customer group; billing cycle; and rate category.

Current Base
21 General MDMS All Critical Process Daylight Savings time change. Current Base 198
DocuSign Envelope ID: C156E555-6922-4C23-8568-53758AE3C8A0 ID Category Commodity Priority Requirement Proposer Response Proposer Comment 22 General MDMS All Critical Track meter events by billing account (i.e. flags, relocation, reconfiguration, tampering, etc.). Current Base 23 General MDMS All Critical Align bill for usage starting with the same date each month for coincident billing (i.e. align with billing period and billing calendar set at the utility). Current Base 24 General MDMS All Critical Upon request by CIS for specified accounts and start/end dates, provide the configured billing determinants for each account. Current Base
25 General MDMS All Critical Provide a tool to analyze and classify customers by actual usage patterns, rather than nominal customer class. Current Base
26 General MDMS All Critical Store raw reads, validated (via VEE) reads, and calculated billing determinants. Current Base 27 General MDMS All Critical Allow export of raw reads, VEE reads, and calculated billing determinants via a standard file format (e.g., .csv, .xls, etc.) Current Base
28 VEE All Critical Have the ability to automatically validate register reads and interval data received from AMI meters to identify missing or invalid data using configurable validation rules. Current Base 29 VEE All Critical Have the ability to automatically estimate missing or invalid register reads and interval data using configurable estimation rules. Future Base Release Data estimation tools are on the product development roadmap.
30 VEE All Critical
Have the ability to clearly identify to the user any sets of reads or data requiring manual verification or editing. Future Base Release Data validation tools are on the product development roadmap.
31 VEE All Critical
Provide a user interface and tools for viewing, verifying and changing register reads and interval data. Future Base Release Date validation tools are on the product development roadmap.
32 VEE All Critical
Receive, process and store register reads and interval data from AMI meters where data was previously identified as missing and estimated without delete any previously received or estimated data.

Current Base
33 VEE All Critical Have the ability to identify scenarios where estimated data is provided for billing and subsequently, actual read data is received, and should store both the estimate and actual. Future Base Release Estimation rule configuration is on the product development roadmap.
34 VEE All Critical Not overwrite, replace or version valid data with estimated data unless replacement occurs by a manual process. Future Base Release Estimation rule configuration is on the product development roadmap.
35 VEE All Critical
Have the ability to identify reads or data that requires manual verification or editing and provide a user interface for verifying and changing register reads and interval data. An audit trail of all changes should be provided.

Future Base Release
Data validation and estimation rule
configuration and management is on the
product development roadmap.
36 VEE All Critical
Have the ability to receive, process, and store reads from external sources (e.g. MV-90; manually captured reads, etc.).

Current Base
37 VEE All Critical Have the ability to assign VEE rule sets to each data channel to allow different VEE behavior for different channels of data. Future Base Release VEE rule configuration is on the product development roadmap.
38 VEE All Critical Support the modification of existing VEE rules or creation of new VEE rules. Future Base Release VEE rule configuration is on the product development roadmap.
39 VEE All Critical Estimate interval data based on the characteristics of the meter. Current Base 40 Performance All Critical Have system parameters optimized for handling real-time event and alarm data (e.g. bursts, system failures, etc.) over routine and batch processes. Future Base Release The development of real-time event and
alarm data is currently being investigated by
Badger Meter. At this time, events will be
reported by Badger Meter at the endpoint's
next scheduled call in time. High priority
alerts can currently be configured by the utility
and will report sooner than the scheduled call-
in time.
41 Performance All Optional Be capable of creating a service request to CIS or a work management system based on meter events and alarms received. Partially Comply
Service requests can not be made directly in
BEACON, however, deep linking and APIs
are available in BEACON allowing for a more
seamless relationship between BEACON
SaaS and other utility systems. A CSV report
can currently be generated for work
management type request.
199
DocuSign Envelope ID: C156E555-6922-4C23-8568-53758AE3C8A0 ID Category Commodity Priority Requirement Proposer Response Proposer Comment 42 Performance All Critical Receive on-demand reads from the AMI headend within 30 seconds. Not Provided BEACON SaaS with ORION Cellular
endpoints virtually eliminate the need for "on-
demand" reads. The ORION Cellular
endpoint is designed to communicate four
times per weekday and once per weekend
day. Furthermore, the endpoint provides the
City’s personnel the capability to configure
three two-hour windows for weekday
endpoint communication, ensuring the City
will have recent data to support its business
practices, without the need to reach out to the
endpoint on an on-demand basis. As the City
sets the call-in schedule for the ORION
Cellular endpoints, BEACON SaaS can
configure the system so that final and special
reads completed during standard office hours
are no more than six hours old. And, unlike
other systems with on-demand functionality,
this feature is provided without any conditions
or limitations to the 20-year warranty and
battery life of the endpoint.
43 Operations All Optional Convert the register reading unit of measure to a different billing unit of measure. Current Base 44 Operations All Critical Have the ability to truncate received meter register readings to accommodate billing determinate resolutions.

Current Base
45 Operations All Critical Have the ability to associate multiple accounts or meters to a single customer. Current Base 46 Reporting All Critical
Allow for utility users to search for records based on the following characteristics: account number, name, address, premises ID number, meter body ID number, register ID number, and endpoints ID number.

Current Base
47 Reporting All Critical Provide reporting capabilities and exportability of reports and/or data screens to other file formats (such as .csv or .xlsx).

Current Base
48 Reporting All Critical Provide the ability to schedule a report to be generated and distributed on a user-defined-basis. Current Base 49 Reporting All Critical Provide the ability for users to view tables and graphs of data (at interval, daily, weekly, monthly levels) for individual meters, for a selectable date range.

Current Base
50 Reporting All Critical Provide reports that compare multiple years (>2) of historical data side-by-side. Current Base 51 Reporting All Critical Provide reporting tool to allow user-defined date range in graphical and tabular formats. Current Base 52 Reporting All Optional Render meter records on a map view based on report results. Current Base 53 Reporting All Optional
Provide configurable system homepages with reports / KPI / other depending on the user needs (e.g., revenue health, conservation program health, outage management health, revenue protection health).

Current Base
54 Reporting All Optional Have elements of an individual user's system homepage that can be customized using existing tools within the MDM.

Current Base
55 Virtual
Metering
All Critical Provide virtualization of meters using from attributes synchronized with the CIS system (e.g. by pressure zone, meter type or size, customer class, rate group, etc.).

Current Base
56 Virtual
Metering
All Critical Provide virtualization of meters using ad hoc meter groups (e.g. via a polygon on a map). Current Base 57 Virtual
Metering
All Optional Be able to establish utility user-defined alarm thresholds for each virtual (aggregation / DMA) meter.

Current Base
58 Virtual
Metering
All Critical Totalize/sum usage channels for assigned meters in a virtual meter. Future Base Release 59 Virtual
Metering
All Optional Delivery billing determinants for virtual meters using standard billing integrations. Not Provided 200
DocuSign Envelope ID: C156E555-6922-4C23-8568-53758AE3C8A0 ID Category Commodity Priority Requirement Proposer Response Proposer Comment 60 Reporting Water Critical Provide reports of customers with leaks due to continuous consumption alerts based on configurable threshold for customer leak detection. Current Base 61 Reporting All Critical Provide zero consumption reporting on active accounts. Current Base 62 Reporting All Critical Provide vacant consumption reporting; identify inactive accounts with consumption. Current Base 63 Reporting All Optional Provide consumption forecasting tools that can identify consumption patterns and predict future consumption based on historical trends and weather predictions. Current Base 64 Reporting All Optional
Provide revenue analysis tools to support, at a minimum: revenue profiling daily, monthly and annually; and revenue profiling for billing customer classes or based on user-selected virtual metering.

Current Base
65 Reporting Water Critical
Provide water conservation consumption reporting to support, at a minimum: the ability to identify accounts with high water consumption based on monthly consumption targets and non-watering days of the week.

Current Base
66 Reporting All Critical Incorporate external data (weather, property, etc.) into reporting and analytical reporting tools. Current Base 67 System Admin All Critical Provide for a minimum of 35 concurrent non-admin users. Current Base 68 System Admin All Critical Store utility-accessible audit logs for up to three (3) years or a configurable length of time up to seven (7) years. Current Base
69 System Admin All Critical Align the read delivered for billing to the date calendared by CIS. Current Base 70 Systems
Integration All Critical Support real-time integration methods (e.g., MultiSpeak, SOAP, XML, Restful API, etc.) Current Base 71 Systems
Integration All Critical Support integration of interface with the systems identified within the RFP's software architecture diagram. Current Base
72 Systems
Integration All Critical Provide updates to the MDM Integrations within 3 months of the General Availability of new versions of the AMI Headend System or MDMS. Current Base 73 Systems
Integration All Critical Provide synchronization tracking method for request for file exchange with other City IT systems, logging request for file exchange, and completion of file exchange requests by MDMS. Current Base 74 Systems
Integration
All Critical Support the transfer of data to and from the AMI headend and other utility systems using real-time communication protocols or other common interface models to ensure transfer of data.

Current Base
75 Systems
Integration
All Critical Synchronize meter and account characteristics from the CIS system on a daily basis. Current Base 76 Systems
Integration
All Optional Be built on database platform that can integrate with standard reporting tools for real-time reporting.

Current Base
77 Systems
Integration
All Critical Accept scheduled batch files. Current Base 78 Systems
Integration
All Critical Originate and receive real-time data transfers with the AMI headend (i.e., on demand read request/response).

Current Base
79 Systems
Integration
All Critical Support an interface with email and SMS to send alarms or status reports to designated recipients.

Current Base
80 Systems
Integration
All Critical Support exporting to an external server on a daily basis: all validated register reads and interval reads, meter alarms and events, customer information presented by the CIS.

Current Base
81 On-Demand
Read
All Critical Support on-demand meter reads by authorized users. Current Base 82 On-Demand
Read
All Critical Support on-demand meter reads of multiple meters at once by authorized users. Current Base 83 On-Demand
Read
All Critical Provide the capability to schedule an on-demand read operation to be initiated at a specified time. Current Base 84 Security All Critical Have collected metering and meter alarm data to be owned by the utility; and that this data may not be used by any other party unless prior authorization / approval is granted.

Current Base
85 Security All Critical Provide a secure login (e.g. authentication with LDAP) in compliance with ISO27001 to prevent access by unauthorized users.

Current Base
86 Security All Critical Provide two factor authentication for system access. Future Base Release 87 Security All Critical Support user authentication and authorization by role in compliance with ISO27001. Current Base 88 Security All Critical Provide authorized users’ access to audit logs in compliance with ISO27001 that shall track all changes to interval usage, register meter reads and configuration data.

Current Base
201
DocuSign Envelope ID: C156E555-6922-4C23-8568-53758AE3C8A0 ID Category Commodity Priority Requirement Proposer Response Proposer Comment 89 Security All Critical Secure web interfaces (i.e. ‘https’) and utilize appropriate encryption and authentication. Current Base 90 Security All Critical Secure / encrypt all file transfers to other systems (e.g., via SFTP, AES 128-bit encryption, RSA key, etc.). Current Base
91 Security All Critical Support a lockout for a configurable number (minimum 3) of failed login / access attempts. Current Base 92 Security All Critical Enable and support IP filtering. Not Provided 93 Security All Critical Provide automated methods of preventing cross-site scripting (XSS) attacks or SQL injection attacks from compromising the databases or software functions. Current Base 94 Security All Critical Provide Network Layer IP filtering solution to allow access only from the City's IP address to the Vendor environment (especially hosted for the City). Current Base 95 Security All Critical Securely transfer/process data between the City and the Vendor's environment through SITE-TO- SITE VPN communication, enhanced with Multi-Factor Authentication (MFA). Current Base 96 Security All Critical Securely encrypt City’s data during the operational process, hosted at rest, and the backup stage, at the Vendor's environment (including Vendor’s contracting organization’s environment) Current Base 97 Security All Critical
Offer robust disaster recovery and business continuity solutions with maximum 8 (eight) hours RTO (Recovery Time Objective) (i.e., in the event of a disaster, the services offered by the Vendor shall not exceed 8 hours downtime).

Current Base
98 Security All Critical Offer 99.8% up-time in the Service Level Agreement (SLA). Current Base 99 Security All Critical
For systems hosted using third-party cloud services, such as AWS: offer a secured, logically separated IT environment in cloud consistent with the
AWS_Security_Compute_Services_Whitepaper document
(https://d1.awsstatic.com/whitepapers/Security/Security_Compute_Services_Whitepaper.pdf).

Current Base
100 Security All Critical Offer authentication and authorization from the “City’s environment to the Vendor’s environment” and "Vendor’s environment to the cloud-hosted environment” enhanced with SSO and MFA. Partially Comply Sso is optional, MFA is not available 101 Security All Critical
Offer IP filtering for all the applications and database access to the Vendor’s environment and to the cloud environment.

Current Base
102 Security All Critical Be capable of passing a PCI compliance audit Not Applicable Badger Meter does not host any payment
processing information. PCI compliance is
not applicable to the solution.
103 General MDMS All Critical Validate newly provisioned AMI meters are properly configured and communicating correctly. Current Base 104 General MDMS All Critical Report AMI meters that are not properly configured or communicating incorrectly. Current Base 105 General MDMS All Critical Support the delivery of past-dated billing determinants to support rebilling. Future Base Release Rebilling support is being investigated by
Badger Meter.
202
DocuSign Envelope ID: C156E555-6922-4C23-8568-53758AE3C8A0 ID Category Commodity Priority Requirement Proposer Response Proposer Comment 1 System Design All Optional Include a native mobile app. Current Base 2 System Design All Critical Include a mobile-responsive website. Future Base Release 3 System Design All Critical Support log-in with email/username and password by utility staff. Current Base 4 System Design All Critical Support log-in with email/username and password by utility customer. Current Base 5 System Design All Critical
Allow users to sign up requiring only personal and billing information, and without intervention or input from utility staff. Current Base 6 System Design All Critical
Require email or phone authorization to complete the user sign-up process. Current Base
7 System Design All Critical Provide for 35 simultaneous active utility staff users. Current Base 8 System Design All Critical
Present usage information with billing amounts in hourly, daily, weekly, and monthly increments for each account. Current Base 9 System Design All Optional
Support capability to visually differentiate/identify (via text, color, etc.) various types of reads (e.g., estimated, manual) on consumption graph. Be capable of displaying all intervals as valid (no indication that it is an estimate). Current Base
10 System Design All Critical
Support customer comparison of past usage in: hours, days, weeks, months, and years.

Current Base
11 System Design All Critical
Support comparison of customers' usage information for up to 3 years.

Current Base
12 System Design All Optional Support comparison of customers' current usage to a monthly budget. Future Base Release 13 System Design All Optional
Provide usage budget recommendations based on customer
demographics, geography, household makeup, or other factors.

Future Base Release
14 System Design All Optional Support monitoring of multiple accounts with a single account sign-on. Current Base 15 System Design All Critical
Provide weather-related data to the customer as an overlay to consumption data.

Current Base
16 System Design Water Critical
Allow users to convert units of measure for usage data (e.g., from cubic feet to gallons).

Current Base
17 System Design Gas Critical
Allow users to convert units of measure for usage data (e.g., from therms to BTU).

Current Base
18 System Design All Critical
Support changing default interface language (e.g., from English to Spanish, Tagalog).

Current Base
19 System Design All Optional Enable customer to request start, stop, or transfer of service. Future Base Release 20 System Design All Critical Support branding with utility's styling. Current Base 21 System Design All Critical Support a CSR portal that mirrors the customer portal. Current Base 22 System Design All Critical
Support CSV, XLS, and PDF file download capability for customers for interval and billing data.

Current Base CSV is available.
23 System Design All Optional Support pay-as-you-go (pre-pay) payment functionality. Future Base Release 24 System Design All Critical Support service disruption mapping to customers. Future Base Release 25 System Design All Optional
Support collection of household data (e.g., number of persons in household, number and kind of appliances, etc.).

Future Base Release
26 Events/Notifications All Critical Enable customer to opt-in or opt-out from all events and notifications. Current Base 203
DocuSign Envelope ID: C156E555-6922-4C23-8568-53758AE3C8A0 ID Category Commodity Priority Requirement Proposer Response Proposer Comment 27 Events/Notifications All Optional
Support alerts and notifications via email for bill due dates for residential and commercial customers. Future Base Release 28 Events/Notifications All Optional
Support alerts and notifications via SMS for bill due dates for residential and commercial customers. Future Base Release 29 Events/Notifications All Optional
Support alerts and notifications via mobile push notification for bill due dates for residential and commercial customers. Future Base Release 30 Events/Notifications All Critical
Support customer self-configuration preferences for notifications channels (SMS text, e-mail, etc.). Current Base
31 Events/Notifications All Critical
Support customer notification channel preferences (SMS text, e-mail, etc.) configuration by CSR. Current Base
32 Events/Notifications All Optional
Support budget monitoring notifications for residential and commercial customers. Current Base
33 Events/Notifications All Critical
Support high bill alerts notifications for residential and commercial customers. Future Base Release
34 Events/Notifications All Critical
Support usage spike/high usage notifications for residential and commercial customers. Future Base Release
35 Events/Notifications All Critical
Support customer configured alert for approaching or crossing a customer established threshold Future Base Release
36 Events/Notifications All Optional
Support past due payment notifications for residential and commercial customers. Future Base Release
37 Events/Notifications All Optional
Support utility configured notifications to alert customer when they are approaching the next billing tier. Future Base Release
38 Events/Notifications All Optional
Support automated incentives and rebates messaging relevant to customers by utility-specified attribute, such as active service (e.g., efficient appliances rebate notification sent to only customers with active service) via email. Not Provided
39 Events/Notifications All Optional
Support automated incentives and rebates messaging relevant to customers by utility-specified attribute, such as active service (e.g., efficient appliances rebate notification sent to only customers with active service) via SMS . Not Provided
40 Events/Notifications All Optional
Support automated incentives and rebates messaging relevant to customers by utility-specified attribute, such as active service (e.g., efficient appliances rebate notification sent to only customers with active service) via push notification. Not Provided
41 Events/Notifications All Optional
Support conservation alerts and notifications via email based on weather conditions (e.g., email to encourage conservation triggered by by pre-defined temperature or precipitation criteria).

Future Base Release
42 Events/Notifications All Optional
Support conservation alerts and notifications via SMS based on weather conditions (e.g., text message to encourage conservation triggered by pre-defined temperature or precipitation criteria). Future Base Release 43 Events/Notifications All Optional
Support conservation alerts and notifications via push notification based on weather conditions (e.g., text message to encourage conservation triggered by pre-defined temperature or precipitation criteria). Future Base Release
44 Events/Notifications All Optional Support customer opt-in for newsletters and other utility programs. Not Provided 45 Events/Notifications All Critical Support notification via email for service disruptions. Future Base Release 204
DocuSign Envelope ID: C156E555-6922-4C23-8568-53758AE3C8A0 ID Category Commodity Priority Requirement Proposer Response Proposer Comment 46 Events/Notifications All Critical Support notification via SMS for service disruptions. Future Base Release 47 Events/Notifications All Critical Support notification via push notification for service disruptions. Future Base Release 48 Events/Notifications All Optional Enable customer to contact CSR through e-mail. Future Base Release 49 Events/Notifications All Optional Enable customer to contact CSR web chat. Not Provided 50 Events/Notifications All Optional Support tracking of utility programs (e.g., rebates, conservation, etc.). Not Provided 51 Billing All Optional
Allow users to view total consumption-to-date and corresponding bill amount-to-date for the given billing period (based on utility rates, tiers, and other fees).

Future Base Release
52 Billing All Optional
Support customer tools to establish savings goals based on prior usage. Not Provided
53 Billing All Optional
Support functionality for utility to establish savings goals for customers based on prior usage. Not Provided
54 Billing All Optional Support residential usage comparison to all similarly-sized homes. Future Base Release 55 Billing All Optional
Support residential usage comparison to similarly-sized homes in a defined geographic area. Future Base Release
56 Billing All Critical
Support double entry of key information, such as email address and account numbers to ensure entry accuracy. Current Base
57 Billing All Optional
Provide the ability to display bills directly from third party bill print processors or to mimic the print bill. Current Base
Bill presentment will incur an additional
fee beyond what is priced today.
58 Billing All Optional
Support self-service bill date extension based on utility-defined requirements (e.g., account in good standing, no past bills due, etc.) Not Provided 59 Systems Integration All Critical Provision a separate test environment prior to go-live. Current Base 60 Systems Integration All Optional Provision a separate test environment for the duration of the contract. Partially Comply Providing a test environment for the
duration of the contract will incur an
additional fee beyond what is priced
today.
61 Systems Integration All Optional Support integration with utility's online bill payment processor. Current Base Integration with utility's online bill
payment processor is an additional fee
beyond what is priced today.
62 Security All Critical Log lock-out status by utility staff account. Future Base Release 63 Security All Critical Log lock-out status by utility customer account. Future Base Release 64 Security All Critical
Support temporary lockout after a number of failed log-in attempts by utility staff.

Future Base Release
65 Security All Critical
Support temporary lockout after a number of failed log-in attempts by utility customer.

Future Base Release
66 Security All Optional Support two factor authentication for log-in by utility staff. Future Base Release 67 Security All Optional Support two factor authentication for log-in by utility customer. Future Base Release 68 Security All Critical
Provide mechanisms which audit access and modification events within the system.

Future Base Release
69 Security All Critical
Provide a security audit store which includes the date and time of the event, type of event, subject identity, and the outcome (success or failure) of the event. Future Base Release
205
DocuSign Envelope ID: C156E555-6922-4C23-8568-53758AE3C8A0 ID Category Commodity Priority Requirement Proposer Response Proposer Comment 70 Security All Critical
Provide access control mechanisms (i.e., Identification & Authentication mechanisms) which prevent unauthorized access of information and resource. Current Base
71 Security All Critical
Reject messages/requests that are received from unauthorized systems or devices. Current Base
72 Security All Critical Support SSO by utility staff. Current Base SSO support will incur an additional fee
beyond what is priced today.
73 Security All Critical Support SSO by utility customer. Partially Comply SSO support for utility customer will
incur an additional fee beyond what is
priced today.
74 Security All Critical Support utility customer self-service password reset. Current Base 75 Security All Critical Support utility customer password reset by CSR. Current Base 76 Security All Critical
Encrypt all personally identifiable information stored outside of the CIS or MDM system.

Current Base
77 Security All Critical Support DMZ placement of the web portal server. Not Applicable Cloud-based SaaS platform 78 System Design All Critical
Present usage information in configurable units of measure from the MDM or AMI
Current Base
79 System Design All Critical
MDM or AMI provided data will be available to customers within 1 hour of receiving the data.

Current Base
Data availability in the MDM will be
mirrored in the consumer portal, there
is no data latency.
206
DocuSign Envelope ID: C156E555-6922-4C23-8568-53758AE3C8A0

ATTACHMENT C - PROPOSER

QUESTIONNAIRE
207
DocuSign Envelope ID: C156E555-6922-4C23-8568-53758AE3C8A0 Instructions
City of Vallejo
Proposal Questionnaire
Instructions
• All proposals shall include a response to the 'Proposal Summary' tab. • Respective vendors shall also include a response to the other tabs, depending on whether the proposal submitted is inclusive of the respective component.
• Use of images or graphics to clarify/support response are encouraged and may be inserted, where appropriate.
• References to outside appendices for lengthly explication is discouraged. Be concise. • All answers shall be submitted under "Proposer Response" column. 208
DocuSign Envelope ID: C156E555-6922-4C23-8568-53758AE3C8A0 Proposal SummaryID Category Question Proposer Response
1 Primary Proposer Corporate Name Badger Meter, Inc.
2 Primary Proposer Address Line 1 4545 W Brown Deer Road 3 Primary Proposer Address Line 2 PO Box 245036
4 Primary Proposer City Milwaukee
5 Primary Proposer State Wisconsin
6 Primary Proposer Zip 53224-9536
7 Primary Proposer Corporate Web Address www.badgermeter.com 8 Primary Proposer Parent Company (If Any) Not Applicable 9 Primary Proposer Primary Contact Person (Name) Brian Helphand 10 Primary Proposer Primary Contact Person (Title) Account Manager 11 Primary Proposer Primary Contact Person (Phone) 414-371-6537 12 Primary Proposer Primary Contact Person (Email) [email protected] 13 Primary Proposer Alternate Contact Person (Name) Bids and Contracts 14 Primary Proposer Alternate Contact Person (Title) Not Applicable 15 Primary Proposer Alternate Contact Person (Phone) 800-876-3837 16 Primary Proposer Alternate Contact Person (Email) [email protected] 17 AMI FAN Name of AMI Network Company Badger Meter, Inc. 18 AMI FAN Name of AMI Network BEACON® Software as a Service 19 AMI FAN Years as a Market Product
Badger Meter introduced its first AMI system in June of 1986 and has since successfully deployed over 10 million ORION® endpoints for more than 3,000 utilities. Our years of experience in AMI allow our customers to rest assured that they have a relationship with a company dedicated to providing best-in-class AMI software and hardware.
20 AMI FAN Name of AMI Headend Software BEACON® Software as a Service 21 Installation Services Name of Meter/Endpoint Installation Company Not Applicable 22 Installation Services Years in Operation Not Applicable 23 Installation Services Name of Installation WOMS Not Applicable 24 Installation Services Planned Number of Installers in Field During Full Deployment Not Applicable 25 MDMS Name of MDMS Company Badger Meter, Inc.
26 MDMS Name of MDMS Software BEACON Software as a Service 27 MDMS Years as a Market Product Introduced 2015
28 Customer Portal Name of CEP Company Badger Meter, Inc. 29 Customer Portal Name of CEP Software BEACON® Software as a Service and Eye On Water Customer Portal
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DocuSign Envelope ID: C156E555-6922-4C23-8568-53758AE3C8A0 AMI FANID Category Question Proposer Response
1 Overall AMI Solution
Provide narrative description of the AMI solution, from meter to network infrastructure to headend software
system.

BEACON SaaS from Badger Meter brings a new level of utility-optimizing information to light, combining the power of intuitive software with proven ORION NaaS technology to provide greater visibility and control over management of water.

Water usage information flows from the meter to the encoder and on to the ORION Cellular endpoint. Each endpoint utilizes Cellular technology that delivers data across existing cellular networks and communicates with the encoder every 15 minutes to capture readings and meter status information. At a utility decided predetermined interval, the endpoint broadcasts readings, status and event data via the cellular network. ORION endpoints ensure that data is reliably transmitted and received, and that the integrity of the data is maintained. The information can then be analyzed within BEACON SaaS.
2 Overall AMI Solution
Provide a product overview and description of the
evolution of the proposed product from the first major
release through to the present.

The ORION Cellular endpoint is part of the ORION family of endpoints, which launched with the release of the ORION Classic (CE) endpoint in 2002. The ORION family expanded with the introduction of the ORION Migratable (ME) and the ORION Fixed Network (SE) endpoints in 2011. In 2014, Badger Meter released the ORION Cellular endpoint, delivering two-way communication through cellular technology and eliminating the need for utility owned infrastructure. The ORION Cellular endpoint, released in 2019, is an expansion of the ORION Cellular endpoint’s power and functionality. As an innovative, two-way water endpoint for smart water applications, the ORION Cellular endpoint utilizes existing IoT cellular infrastructure, optimized for M2M communications, to efficiently and securely deliver meter reading data to the City via the reliable cellular network.
3 Overall AMI Solution
Describe the product development roadmap outlining
the vision and strategy for the future of the proposed
system, including a description of any upgrades and/or
enhancements that are in the planning or design
stage.

Regarding the evolution of the ORION endpoint family, communication technology continues to advance. Because cellular communication is the only low-power wide area network technology with an infrastructure that is already deployed nationwide, Badger Meter will continue its investment in the development of its cellular endpoint offering. This efficiency, paired with the robustness of the network, enables Badger Meter to focus endpoint development on providing the greatest user experience of any water AMI solution. As we look into 2021 and beyond, our project schedule is driven by customer needs and expectations. Badger Meter gathers customer insight from customer user groups, one-on-one customer meetings and surveys, to name a few. After award, Badger Meter would appreciate the City’s participation in our user group to help us continue to drive the most robust solution offering. Furthermore, BEACON SaaS will continue to be the central platform for all future endpoint and technology developments. 4 Overall AMI Solution
Describe any partnerships or consortiums the AMI
provider is a member of related to: Internet of Things; Smart Utilities; Smart Cities; and Wireless
Telecommunications. Describe any major
accomplishments made as a part of these groups.

Badger Meter is a partner in the AT&T Smart City Alliance, created to provide cities with smart solutions for their citizens by leveraging the potential of existing cellular Internet of Things (IoT) networks. The strategic alliance furthers the Badger Meter goal of providing smart water metering solutions. Badger Meter is also a founding member of the Wisconsin IoT Council, supporting the state's IoT and connected product industry ecosystem to sustain growth and industry innovation. 5 Overall AMI Solution
Affirm if the proposed system is designed to
communicate with every meter in the service area. If
not, describe the options available to communicate
with those meters.

The ORION Cellular endpoint is designed to work with every meter in your service territory. A cellular coverage analysis has been performed to assure the required cellular coverage. 6 Overall AMI Solution
Identify the average system minimum latency and how
it is achieved.

In order to provide the latest data throughout the system on an ongoing basis without compromising the longevity of the solution or impacting warranty, the endpoints are programmed to call in four times per workday. Of those times, three can be configured by the City; thus, during the work week, the City can direct the endpoints to communicate at times that support the City’s business practices. This means that the age of the latest read in the system for any particular service will vary according to the City’s own settings, but will be quite recent. 7 Overall AMI Solution
Identify how long it would typically take to perform a
firmware upgrade to all endpoints.

Firmware updates, when required, are typically performed within one 15-minute interval read. When performing a campaign to update firmware over the air, up to 1,000 endpoints are updated per day as a general practice. This is not a hard limit.

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8 Overall AMI Solution
Provide a complete list of events and alarms
supported by the proposed endpoints and AMI
headend. If necessary, answer may be a reference to
an appendix.

The system, using the ORION Cellular endpoint and the HR-E LCD encoder or E-Series meter, supports the following endpoint/encoder condition events:
- Endpoint tamper status (Cut-wire): For protection against cut-wire tampering, the smart circuitry of the ORION Cellular endpoint immediately detects an open or short circuit in the three-wire connection between the endpoint and the encoder.

An electronic tamper flag is sent with the next broadcast message if the wire is either accidentally or intentionally cut.

BEACON SaaS will provide a tamper alert on the City’s dashboard with a link to account details. This tamper flag is maintained until a valid reading can be obtained from the endpoint or until the wire is repaired by the City. - Programming status: Indicates an endpoint configuration parameter has been changed in the field (for example, transitioned from PAUSE to ACTIVE mode).
- Encoder error: The ORION Cellular endpoint sets an encoder error status flag if the endpoint’s attempt to read the encoder results in a meter reading that is not valid or contains an erroneous value. The alarm is cleared when a valid encoder reading is obtained. This alarm is also stored as part of the interval metering data. - Battery life indicator: An alarm triggered when an algorithm detects low battery strength. - Potential leak: Flow has been detected during every 15-minute interval in a 24-hour period. - Reverse flow: A condition in which reverse water flow of more than one gallon has been reported in the past 30 days. - No Recent Communication: Endpoint receptions which were expected but not received within the user-specified window. - No Recent Flow: Meters which show no consumption over the previous 72 hours. - Backflow: Meters which show any amount of water which flowed in reverse. 9 Overall AMI Solution
For the solution being proposed, provide total number
of systems and endpoints supplied in the last 12
months.

Badger Meter introduced the first cellular solution in 2014. Since then, Badger Meter has successfully deployed thousands of AMI systems with millions of endpoints using cellular as the network of choice for our utility customers. Badger Meter is bringing more than 500 systems per year, on average, into BEACON SaaS. Owing to the flexibility of the solution, these include a wide range of deployment types and sizes.
10 Overall AMI Solution
For the solution being proposed, provide total number
of systems and endpoints completed to date.

In 2014, Badger Meter introduced the first cellular AMI solution for North American water utilities. Since then, Badger Meter has successfully deployed thousands of AMI systems with millions of endpoints using cellular as the network of choice for our utility customers.
11 Overall AMI Solution
For the solution being proposed, provide total number
of systems and endpoints in operation for 3 years or
longer.

In 2014, Badger Meter introduced the first cellular AMI solution for North American water utilities. Since then, Badger Meter has successfully deployed thousands of AMI systems with millions of endpoints using cellular as the network of choice for our utility customers.
12 Reliability and Operating Life
Describe what system elements are at risk of technical
obsolescence over the operating life of the system and
provide a plan to address this risk.

Unlike traditional fixed network systems, cellular AMI solutions will provide the City with a seamless transition in technology throughout the life of the system. Governed by the global 3rd Generation Partnership Project (3GPP) standards, cellular communication standards are driven to maintain forward and backward compatibility as changes are made in the cellular technology. This global standard safeguards investments in technology and supports components throughout the life of the system.
13 Reliability and Operating Life
Provide a plan of how the Vendor provides continuity
of its product line, including a description of how it
handles routine obsolescence of critical electronic
components that are integral to its products.

With the rapid advancement of communications technology, it is wise to take steps to avoid solutions which may become obsolete much sooner than anticipated. One of the many advantages of BEACON SaaS is that it requires no proprietary collectors or repeaters, thereby eliminating related maintenance work and costs to utilities. Instead, ORION Cellular endpoints leverage the same cellular network that is the primary communication technology supporting the Internet of Things (IoT). To support the continual evolution of IoT networks, the body that sets mobile broadband standards, 3GPP, incorporates requirements regarding forward and backward compatibility. This helps ensure that endpoints deployed today will be supported by future generation networks. As network progression occurs, Badger Meter will continue to advance the communication technology in the endpoint. For these reasons, the network is anticipated to support the endpoint for the term of its warranty. This is a commitment that Badger Meter backs in our published endpoint warranty with a guarantee of network performance. With this commitment, the City can be confident that we will be in position to help manage BEACON SaaS over the life of the system. When components are obsoleted, our engineering team will redesign the product to utilize the latest components.

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14 Support
Provide a description of your ability to offer network-as- a-service and/or managed services for the AMI
network in terms of all monitoring, maintenance, and
upgrades to the network. Describe what is included in
each service model available, and explicitly reference
which service model is being proposed.

Built on the time-tested ORION system for interval data capture and two-way communication, the NaaS solution delivers a simple yet powerful end-to-end solution. Badger Meter monitors, manages, and maintains the Cellular-based network for the City. One of the major benefits for the City is that our solution eliminates the need for the City to build its own networking infrastructure such as gateways, repeaters, and cell towers. If the City decided to install a proprietary network from one a competitive offering, it would be burdened with the following maintenance requirements:
• Foundation inspection for self-supporting and guy-wire towers and structural upgrades • Anchor replacement and inspection structural analysis • Guy-wire treatment (tensioning & realignment) • Re-lamping and replacement of grounding
• Storm damage repairs and Troubleshooting for underperforming sites • System extensions and upgrades and Mono-pine replacement branches when required • Generator and fuel system inspections, installation, preventative maintenance, and repairs (propane, diesel, natural gas, and fuel cells).
• Battery maintenance and HVAC installation, maintenance, and repair • Shelter and compound maintenance and repair and generator fueling services and propane tank purchasing and procurement
• Asset tracking and Deployment of portable generators • Fence/compound containment installation, replacement, and repair • Calibration for gas leak detectors and load bank testing for battery backup • 24/7 nationwide emergency call out and disaster response service • Web-based application availability with complete site databases, work order support, real-time reporting, and communication system. Badger Meter has developed the ORION NaaS solution to overcome these challenges. By leveraging existing network infrastructure from our Smart City Alliance Partner AT&T, we can offer the City a true NaaS solution. Badger Meter, in partnership with AT&T, will manage and maintain the network, providing the City the ability to focus its resources on other areas, such as customer engagement. 15 Support
Provide a description of your ability to offer hosted,
SaaS, and/or managed services for the AMI headend
in terms of all monitoring, maintenance, and upgrades
to the system. Describe what is included in each
service model available, and explicitly reference which service model is being proposed.

Badger Meter offers our BEACON Software as a Service (SaaS) model. The BEACON SaaS license provides access to a cloud-based portal on a subscription basis. Utilities are continuously thinking about the broader return on investment (ROI) implications of their water metering systems. Beyond reducing non-revenue water, water utilities want their systems to provide greater efficiency and reliability, including reduced truck rolls, reduced time spent resolving and managing customer service issues, extended lifespan of equipment, greater flexibility with employee time, and greater services provided to utility end water consumers. With the introduction of new advanced technologies, utilities are seeking innovative systems that share the workload. To address these concerns, many utilities are transitioning to cloud- computing software, or SaaS solutions. These cloud-based platforms, such as BEACON SaaS, are quick to deploy, do not require any hardware purchases, include automatic software updates, and can be scaled up or down as needed. Our Service Level Agreement (SLA), as part of a BEACON SaaS Master Agreement, provides for BEACON portal and service availability of 99 percent within each calendar month, excluding any emergency downtime, scheduled downtime, any unavailability of the portal and service due to any force majeure event and any unavailability of the portal and service less than 15 minutes in duration following written notice thereof. Actual availability has been higher. 16 Support
Provide a list of proposed training sessions on the
solution, hours for each session, and suggested
participants, that the Proposer would hold if selected. Please refer to the Management and Implementation Plan Section in the Proposal Response. 17 Support
Does the vendor have a user's group that meets
regularly? How long has it been in operation? Are
utility representatives running the group?
Badger Meter has a Customer Advisory Board that generally meets at least annually. In addition, Badger Meter seeks customer feedback as part of the product development process. Badger Meter does not currently manage a user group meeting, however, post-COVID Badger Meter is planning to host an annual user conference. 18 Support
Does the vendor maintain a knowledge base online
that allows users to search for problem resolutions as
Badger Meter has a robust knowledge base available online.

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19 Support
Describe your standard support services, hours of
operation and escalation policies and procedures for
problem resolution.

Our customers have a top-quality 24/7 technical support team ready to assist whenever needed. As a part of your BEACON SaaS deployment, our technical support team can assist you remotely by connecting to your BEACON cloud- based solution via the internet to directly analyze and troubleshoot any difficulties. Technical support is available 24/7, with direct support phone service Monday through Friday from 7:30 a.m. to 5:00 p.m. CST and after-hours pager support Monday through Sunday, with a normal 30-minute response time. In addition to the technical support staff, Field Sales Support Specialists located throughout the country are available to assist on site as needed. If a problem cannot be solved by our technical support staff, they have a direct connection with engineering if additional support is needed. 20 Support
Describe the vendor support policy during the AMI
implementation, immediately following the AMI
implementation and ongoing support. Include your
standard certification procedures for support personnel and average years of service in the support
organization.

Badger Meter is committed to providing planning, communication, training and delivery of a successful project in support through all the project phases. During the AMI implementation, the assigned Badger Meter Project Manager is your 'hub' for communication and activity. Badger Meter has a team of PMP-certified project managers within our PMO office that will be managing your project deployment and will ensure the success for the City. Immediately following the implementation and ongoing support, we provide a top-quality 24/7 technical support team ready to assist whenever needed. As a part of your BEACON SaaS deployment, our technical support team can assist you remotely by connecting to your BEACON SaaS cloud-based solution via the internet to directly analyze and troubleshoot any difficulties. Technical support is available 24/7, with direct support phone service Monday through Friday from 7:30 a.m. to 5:00 p.m. CST and after-hours pager support Monday through Sunday, with a normal 30-minute response time. In addition to the technical support staff, Field Sales Support Specialists located both locally and throughout the country are available to assist on site when needed. All support personnel complete a standard onboarding training certification process while also attending technical update meetings to support any recent changes to our products. Our technical support personnel have an average of ten years of industry experience.
21 Product Warranties
Describe if the production capacity for AMI endpoints
will satisfy the number and timeline for unit
replacements identified in this RFP. Badger Meter's production capacity will firmly meet the project demands of the City. 22 Product Warranties
Describe the length of the warranty and support
provided for all proposed equipment (and distinguish
between full vs. prorated), and when the warranty
period will start in the project schedule (e.g., at
shipment, at install, etc.). Badger Meter is proposing our standard warranties. Please refer to the warranty section in the Appendix. 23 Integrations
Identify what interface mechanisms are available to
facilitate integration with utility enterprise systems such as CIS, MDMS, etc. (e.g., CMEP files, Multispeak,
REST API, web services, etc.).

The BEACON system includes two standard Web Services API connectors: The BEACON Data Exchange Import and BEACON Export Data Service. The Data Exchange Import API facilitates automatic system sync between billing or customer information systems and BEACON. The BEACON Export Data Service API facilitates automatic flow and billing read exports from BEACON to other utility systems. BEACON Web Services APIs use RESTful web services to deliver data in JSON. Most programming environments have readily available libraries for creating HTTP requests and parsing the responses. The documentation explains how to authenticate and get access to the API endpoints, how to create requests to the various API methods, and how to interpret the results of API responses. By calling various BEACON features through code, you can extend the system and create customized reports and other extensions to achieve specific requirements. Export Data Service sample scripts are provided during the process to quickly automate the process of exporting data from the BEACON software.
24 Integrations
Provide a list and description of the integration the
Proposer expects to provide between the AMI
headend and utility enterprise systems. Include the
integration method for each. Badger Meter is proposing to utilize the BEACON Export Data Service API as the integration method for the City. 25 Integrations
Provide a list and description of the integrations the
Proposer expects the utility to build between any of its enterprise systems and the AMI headend, given the
requirements in this RFP. Include the integration
method for each of these integrations. Badger Meter expects to only need to integrate with the City's billing system. See previous response.

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26 Integrations
Describe your system integration implementation
experience between the proposed AMI headend and
the utility's enterprise systems.

As we understand, HTE is now a part of Central Square utility systems. Badger Meter has fully integrated with Central Square at 29 water utilities.
27 Endpoints
For the proposed endpoints, detail any formal product
recalls or advisories that have been issued within the
past five (5) years. There have been no product recalls or advisories for the product lines proposed. 28 Endpoints
Identify if the endpoint is pre-configured in the factory, programmed in the field upon product installation,
batch-programmed remotely after installation, or other.

For field-programmed endpoints, describe how the
endpoint is configured (e.g., using a handheld with an
IR port).

ORION Cellular endpoints utilize a single design for both remote (indoor/outdoor, non-submersible application) and pit (submerged location) installations, and require no programming, configuration or special software to install or activate. The ORION Cellular endpoint ships in a "soft sleep" mode and wakes up automatically upon the first consumption of water.

The endpoint may optionally be activated using a Badger Meter supplied IR (infrared) Communication Device or ORION Endpoint Utility and a special IR (infrared) cable.
29 Endpoints
Identify how many days of hourly interval data the
endpoint can store.

Each ORION Cellular endpoint stores up to 42 days of 15-minute interval data (4,032 data points). 30 Endpoints
Describe any accessories that are necessary for
operation and maintenance with your endpoint
product.

Due to the Smart Activation feature that enables activation of the endpoint with water consumption, there are no accessories required to support the ORION Cellular endpoint proposed. Optionally, the IR Communication device can be used to activate the endpoint, verify encoder connection, force encoder read and confirm network communication. 31 Software as a Service (SaaS) /
Is the proposed Software is hosted at a vendor data
center or on a third-party cloud computing platform
(Microsoft Azure, Amazon Web Services, etc.)? If a
vendor data center is being used, specify the name
and location of the primary data center, and the
name(s) and location(s) of any backup/redundant data
center(s). If a cloud computing platform is being used, specify which platform.

The Badger Meter cloud-based BEACON software is hosted on Amazon Web Services (AWS), an industry leader in providing cloud-computing services. As a SaaS, BEACON runs in its own Virtual Private Cloud (VPC) within AWS. As our cloud services provider, AWS operates multiple availability zones and provides replication and recovery services. The application data storage location is AWS data centers. AWS operates multiple availability zones. The AWS servers are located in North America: https://aws.amazon.com/about-aws/global-infrastructure/. To protect against data loss, the BEACON system has multiple levels of built-in redundancy. The software server stores the past three years of 15-minute information from all endpoints in the system and this data can be accessed in the BEACON software at any time. 32 Software as a Service (SaaS) /
Specify any times or days the hosted services are
restricted.

While scheduled downtime is seldom used and the system is operational during update deployments, the standard Badger Meter SLA states the following: Scheduled Downtime means any unavailability of the Portal or Service due to scheduled maintenance. Scheduled maintenance may occur between 8:00 p.m. on Saturday to 2:00 a.m. on Sunday (CST) every week.

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1 Installation Methodology Describe the process by which Contractor will determine the optimum strategy to deploy/program water meters and endpoints.

Not Applicable. Badger Meter, Inc. is not proposing installation services.
2 Installation Methodology
Describe all site preparation activities and timing (include site prep lead time) related to deployment. Provide detail on all equipment (i.e. vehicles, uniforms, tools, forklifts, recycle bins, etc.) and facilities (office, warehouse, etc.) required during deployment.

Not Applicable. Badger Meter, Inc. is not proposing installation services.
3 Installation Methodology Describe inventory control procedures.

Not Applicable. Badger Meter, Inc. is not proposing installation services.
4 Installation Methodology
Describe how this project will be staffed. Are installers (field personnel--not supervisors) contracted workers, or are they full-time employees? Will you be hiring installers locally, or will you be using dedicated staff that travel from project-to-project?
Not Applicable. Badger Meter, Inc. is not proposing installation services.
5 Installation Methodology
How are crews scheduled to perform work? What are their typical working hours (including weekends and holidays if appropriate)? Not Applicable. Badger Meter, Inc. is not proposing installation services.
6 Installation Methodology
How will Contractor communicate with customers? Describe how appointments are scheduled, what credentials Contractor employees carry, and how employees are dressed.

Not Applicable. Badger Meter, Inc. is not proposing installation services.
7 Installation Methodology
Provide sample pictures of vendor credentials, uniforms and vehicles.

Not Applicable. Badger Meter, Inc. is not proposing installation services.
8 Installation Methodology
Provide detailed, step-by-step procedures for an installer including the duties/activities performed at the staging site upon arrival, duties/activities performed at the customer site, and duties/activities performed upon return to the staging site.

Not Applicable. Badger Meter, Inc. is not proposing installation services.
9 Installation Methodology
Outline and describe, in detail, any incidences that could warrant an RTU, including, but not limited to: due diligence, customer refusal/opt-out, meter obstruction that prevents access to meter, unsafe situation, etc. Discuss your approach/process, in detail, for confirming the validity of an RTU that has been identified by the Contractor installer.

Not Applicable. Badger Meter, Inc. is not proposing installation services.
10 Installation Methodology
Describe the three most common installation issues you have experienced in the past and how they have been rectified. Identify utility expectation for involvement in rectifying these issues.

Not Applicable. Badger Meter, Inc. is not proposing installation services.
11 Installation Methodology
After equipment has been installed, how does Contractor verify that it has been installed correctly, that equipment is working correctly, and that the customer’s property is as it was before installation? What is your process for resolving installation-related issues during deployment discovered after the installer has left the site, including troubleshooting root cause (device, network, or installation error)? Identify utility expectation for involvement in resolving these issues.

Not Applicable. Badger Meter, Inc. is not proposing installation services.
12 Installation Methodology
Describe the method Contractor installer will use to record data and information from each installation. Describe all data and information that can be collected by Contractor installers.

Not Applicable. Badger Meter, Inc. is not proposing installation services.

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13 Installation Methodology
What data quality assurance checks are conducted on completed installations? How much time does it take for Contractor to perform these checks and deliver the completed work order to the utility? What is your process for resolving data quality related issues during deployment discovered after the work order has been delivered to the utility?
Not Applicable. Badger Meter, Inc. is not proposing installation services.
14 Installation Methodology
For the installer, provide total number of AMI deployments in the last 12 months.

Not Applicable. Badger Meter, Inc. is not proposing installation services.
15 Installation Methodology For the installer, provide total number of endpoints installed in the last 12 months.

Not Applicable. Badger Meter, Inc. is not proposing installation services.
16 Installation Methodology For the installer, provide total number of endpoints installed over the life of the company.

Not Applicable. Badger Meter, Inc. is not proposing installation services.
17 Work Order Management System (WOMS) Specify the WOMS software vendor and version being proposed. Not Applicable. Badger Meter, Inc. is not proposing installation services.
18 Work Order Management System (WOMS)
Specify the number of licensed users at the utility that can access the systems.

Not Applicable. Badger Meter, Inc. is not proposing installation services.
19 Work Order Management System (WOMS) Specify KPIs and dashboards of interest to a meter/endpoint install project.

Not Applicable. Badger Meter, Inc. is not proposing installation services.
20 Work Order Management System (WOMS)
Specify all applicable WOMS reports that will be used during deployment as part of the project management and progress tracking.

Not Applicable. Badger Meter, Inc. is not proposing installation services.
21 Work Order Management System (WOMS)
Describe prior methodology in importing utility customer data to populate work orders and what data formats completed work order information can be exported into.

Not Applicable. Badger Meter, Inc. is not proposing installation services.
22 Work Order Management System (WOMS) Can the WOMs track equipment inventory? Not Applicable. Badger Meter, Inc. is not proposing installation services.
23 Work Order Management System (WOMS) Will "Return to Utility" and "Can't Complete" work orders be available for inspection on the WOMS?
Not Applicable. Badger Meter, Inc. is not proposing installation services.
24 Work Order Management System (WOMS) Will "Return to Utility" and "Can't Complete" work orders be exported into an Excel, .csv, or similar file?
Not Applicable. Badger Meter, Inc. is not proposing installation services.

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1 Capabilities
Provide a concise list and description of all operational reports (e.g., system monitoring, meter status, VEE exceptions, etc.) and analytics (e.g., historical use trends, revenue forecasting, leak detection, etc.) available in the proposed solution. Provide a reference to an appendix, if neccessary.

The BEACON system eliminates the need to run reports in the traditional sense to find exception conditions and make information-driven business decisions. Reporting is provided through a standard internet web browser and CSV export files. The At a Glance dashboard and Monitor page allow you to readily filter information to create numerous online views and exportable reports. The customizable At a Glance dashboard provides an overview and direct access to accounts with the following information:
• No recent flow
• Leak detected
• Backflow (reverse flow)
• Continuous flow
• No recent endpoint communication
• Endpoint tamper
• Endpoint alarms
• Encoder communication error
• Meter/encoder alarms
• Favorite accounts
• Top accounts by usage
The Monitor page provides access to individual accounts with numerous account and asset related filters and allows sorting by many account fields as well as leak rates, leak start dates, and backflow amounts. Many account fields and tags to support the report filtering capabilities can be imported by the City. Users can then create their own online reports by selecting any number of criteria on the Monitor page and saving their filter (account group) for instant recall at any time. District Metering Areas are also supported on the Monitor page with charts comparing supply and demand within each zone. The alarms availble are based on encoder connected to the endpoint. 2 Capabilities
Describe the mathematical functions available for calculating billing determinants.

Our integration analysts will work with your utility to develop a custom interface file to support any billing determinants that you may need. The flexibility of our custom interface development assures alignment with the many different pricing programs that you may offer to your customers.
3 Capabilities
Describe the data export ability from the MDMS. Can exports be automated?
BEACON SaaS supports exporting data for all meters or subsets of meters in your system. Exports of 15-minute interval data organized based on static/dynamic/custom tags can be exported as CSV files or via API in JSON format for direct ingest into external databases and CIS systems. Data can be extracted manually via a Data Export function or automatically using BEACON Web Services APIs; the City may also choose to parse the data using BEACON SaaS filtering based on system input volume, unbilled authorized consumption, and billed authorized consumption. 4 Capabilities
Describe individual user ability to establish user defined alarms based on user defined thresholds for operational reports and virtual metering.

User-defined thresholds for alarms are available for some events such as leak detection and high or low water pressure and temperature for meters with those sensing capabilities. Further development of user-defined event configuration is on the product development roadmap.

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5 Capabilities
Provide a discussion of the MDMS product development
roadmap outlining the vision and strategy for the next 3 years of the proposed MDMS. Include a description of the
upgrades/enhancements that are in the planning or design stage.

Confidential: Badger Meter continues to make significant investments in research and development to drive innovative hardware and software solutions for our customers. Our vision is to continue to evolve BEACON SaaS (MDMS), and the ORION communications service to provide intelligence for utilities throughout the water cycle and empower them to capture revenue, reduce costs, mitigate risk, improve customer satisfaction, enhance sustainability and optimize assets. Planned enhancements to our core BEACON SaaS analytics offering include the addition of data validation estimating and editing (VEE), work order management system integration, asset management system integration, GIS partnership, sensor data (pressure, temperature, water quality, level, position, status, voltage, current, power, speed, weight etc.) storage and presentment, system diagnostics, conservation analytics (usage, budgets, comparative consumption), and enhanced alert, notification and simple case management. Additionally, Badger Meter will add optional modules for Water Quality Management, Hydraulics Management, Sustainability/Efficiency and Solution management. These modules will provide enhanced analytics to assist the utilities with water quality monitoring, water age, flushing management, pressure monitoring and management, leak detection, water main break reduction, AWWA Water audits, non-revenue water detection and reporting, district metering, night flow analysis, utility benchmarking, meter performance tracking, end of life prediction, hardware management including firmware upgrades and configuration updates. Badger Meter will also continue to expand our customer engagement offerings to include bill delivery, bill presentment, and bill pay and increase the features in EyeOnWater, our consumer portal, with updates to the mobile apps with more comparison, conservation, notification and customer feedback and observation tools. 6 Capabilities
For the solution being proposed, provide total number of systems supplied in the last 12 months.

Badger Meter introduced the first cellular solution in 2014. Since then, Badger Meter has successfully deployed thousands of AMI systems with millions of endpoints using cellular as the network of choice for our utility customers. Badger Meter is bringing more than 500 systems per year, on average, into BEACON SaaS. Owing to the flexibility of the solution, these include a wide range of deployment types and sizes. 7 Capabilities
For the solution being proposed, provide total number of systems implemented to date.

In 2014, Badger Meter introduced the first cellular AMI solution for North American water utilities. Since then, Badger Meter has successfully deployed thousands of AMI systems with millions of endpoints using cellular as the network of choice for our utility customers. 8 Capabilities
For the solution being proposed, provide total number of systems in operation for 3 years or longer.

In 2014, Badger Meter introduced the first cellular AMI solution for North American water utilities. Since then, Badger Meter has successfully deployed thousands of AMI systems with millions of endpoints using cellular as the network of choice for our utility customers.

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9 Integrations
Identify what interface mechanisms are available to facilitate integration with utility enterprise systems such as CIS, MDMS, etc. (e.g., CMEP files, Multispeak, REST API, web services, etc.).

BEACON SaaS includes two standard Web Services API connectors: The BEACON Data Exchange Import and BEACON Export Data Service. The Data Exchange Import API facilitates automatic system sync between billing or customer information systems and BEACON SaaS. The BEACON Export Data Service API facilitates automatic flow and billing read exports from BEACON to other utility systems. BEACON Web Services APIs use RESTful web services to deliver data in JSON. Most programming environments have readily available libraries for creating HTTP requests and parsing the responses.

The documentation explains how to authenticate and get access to the API endpoints, how to create requests to the various API methods, and how to interpret the results of API responses. By calling various BEACON SaaS features through code, you can extend the system and create customized reports and other extensions to achieve specific requirements. Export Data Service sample scripts are provided to quickly automate the process of exporting data from BEACON SaaS.
10 Integrations
Provide a list and description of the integration the Proposer expects to provide between the MDMS and utility enterprise systems. Include the integration method for each.

The BEACON SaaS cloud-based solution must be set up and integrated with the billing system prior to deployment of the endpoints. An integration specialist will be assigned to your implementation to perform the following tasks: Setup and configuration of the BEACON SaaS cloud-based solution and Integration support for the billing vendor to develop an interface file or web services for transfer of data from/to the billing system. 11 Integrations
Provide a list and description of the integrations the Proposer expects the utility to build between any of its enterprise systems and the MDMS, given the requirements in this RFP.

Include the integration method for each of these integrations.

Integrations would include the mandatory billing system integration, described above, as well as the EyeOnWater consumer portal. Integration to our consumer portal is automatic and seamless with no additional effort required by the utility unless there is interest in branding and billing modules. These features are available for an additional cost. 12 Integrations
Describe your system integration implementation experience between the MDMS and the utility's enterprise systems.

BEACON SaaS includes two standard Web Services API connectors; The BEACON Data Exchange Import and BEACON Export Data Service. The Data Exchange Import API facilitates automatic system sync between billing or customer information systems and BEACON. The BEACON Export Data Service API facilitates automatic flow and billing read exports from BEACON to other utility systems. BEACON Web Services APIs use RESTful web services to deliver data in JSON. Most programming environments have readily available libraries for creating HTTP requests and parsing the responses. The documentation explains how to authenticate and get access to the API endpoints, how to create requests to the various API methods, and how to interpret the results of API responses. By calling various BEACON features through code, you can extend the system and create customized reports and other extensions to achieve specific requirements. Export Data Service scripts are provided to quickly automate the process of exporting data from BEACON SaaS.13 Support
Provide a description of your ability to offer hosted, SaaS, and/or managed services for the AMI headend in terms of all monitoring, maintenance, and upgrades to the system.

Describe what is included in each service model available, and explicitly reference which service model is being proposed.

BEACON SaaS includes import/export web services APIs, collectively the BEACON software suite. All updates to the BEACON software suite are included in the ongoing license and hosting fees. With a cloud-based, hosted platform, all updates or patches are automatically installed. You will always be using the most current version of the BEACON software suite. Information regarding new features is documented in the online Help and significant changes to existing functions or features are announced in the What’s New notification module available on each user’s dashboard. 14 Support
Provide a list of proposed training sessions on the solution, hours for each session, and suggested participants, that the Proposer would hold if selected.

Please refer to the Management and Implementation Plan Section in the Proposal Response.

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15 Software as a Service (SaaS) / Hosting Services
Is the proposed Software is hosted at a vendor data center or on a third-party cloud computing platform (Microsoft Azure, Amazon Web Services, etc.)? If a vendor data center is being used, specify the name and location of the primary data center, and the name(s) and location(s) of any
backup/redundant data center(s). If a cloud computing
platform is being used, specify which platform.

BEACON SaaS is hosted on Amazon Web Services (AWS), an industry leader in providing cloud-computing services. As a SaaS, BEACON runs in its own Virtual Private Cloud (VPC) within AWS. As our cloud services provider, AWS operates multiple availability zones and provides replication and recovery services. The application data storage location is AWS data centers. AWS operates multiple availability zones. The AWS servers are located in North America: https://aws.amazon.com/about-aws/global- infrastructure/. To protect against data loss, BEACON SaaS has multiple levels of redundancy built in. The software server stores the past three years of 15-minute information from all endpoints in the system and this data can be accessed in BEACON SaaS at any time.
16 Software as a Service (SaaS) / Hosting Services
Describe any limitations (e.g., age, type, etc.) around what data is available is available to be used within the system actively (e.g., metering data available analytics) and what data is available only through cold storage retention/archival.

There are no known limitations to data accessibility in the system. Currently the system retains three years of data but additional data storage can be made available. 17 Software as a Service (SaaS) / Hosting Services
Describe the basic process for archiving meter data (e.g., daily, weekly, monthly, etc.) and how long the data would be archived for retrieval.

There are two options for the City to archive old meter reading data. The first is to negotiate an extended standard BEACON SaaS capacity greater than three years. The second is for the City to use the API or download tools available to send flow data to a secondary location for backup.
18 Software as a Service (SaaS) / Hosting Services Specify any times or days the hosted services are restricted.

There are no times or days that the hosted services are restricted. However, scheduled maintenance may occur between 8:00 p.m. on Saturday to 2:00 am. on Sunday (CST) every week.

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1 Capabilities Provide metrics on the rate of customer adoptions of the platform at other utilities.

EyeOnWater adoption rates vary greatly depending on how well the utility markets the consumer engagement platform to their customers.

Typical adoption rates with limited marketing such as a link on the utility website and bill stuffers are 7-10 percent. Utilities with strong marketing campaigns promoting EyeOnWater as a service they provide have experienced 30 percent or greater adoption rates. 2 Capabilities
A narrative description of the proposed Customer Portal, system components/modules, and capabilities. Clearly state what is included in your base offering.

The EyeOnWater consumer engagement web portal and smartphone app, powered by 15-minute interval data from the ORION Cellular endpoint, provides utility customers with access to their water consumption data, allowing them to view their usage activity and gain a greater understanding and control of the water they consume.

EyeOnWater goes beyond traditional monthly statements to connect utilities and their customers like never before. Available exclusively through BEACON SaaS, EyeOnWater enables utility customers to view and understand their usage profile through easy-to-understand consumption graphs and provides a simple method to establish alerts to better manage their water use. Literally putting water usage data in the palm of consumers’ hands, the EyeOnWater mobile app brings the power of the online portal to your customer’s iOS device or Android smartphone.
3 Capabilities For the solution being proposed, provide total number of systems supplied in the last 12 months.

Thousands of utilities have adopted EyeOnWater with the BEACON SaaS since it was released in 2015.
4 Capabilities For the solution being proposed, provide total number of systems implemented to date.

Thousands of utilities have adopted EyeOnWater with the BEACON SaaS since it was released in 2015.
5 Capabilities For the solution being proposed, provide total number of systems in operation for 3 years or longer.

Thousands of utilities have adopted EyeOnWater with the BEACON SaaS since it was released in 2015.
6 Integrations
Identify what interface mechanisms are available to facilitate integration with utility enterprise systems such as CIS, MDMS, etc. (e.g., CMEP files, Multispeak, REST API, web services, etc.).

BEACON SaaS can be integrated with other systems through the use of an API Web Services. Deep linking is available directly on each account card allowing for a one-click relationship with integrated utility systems.
7 Integrations
Provide a list and description of the integration the Proposer expects to provide between the Customer Portal and utility enterprise systems. Include the integration method for each.

Badger Meter has worked with hundreds of different billing system vendors to develop the necessary system interface file. We have designed the BEACON software to be easily customized by our technical support personnel for export to a billing system compatible format (note: billing vendors may charge a fee for the development of this interface). Also, by providing web services, the City can easily subscribe to our database and seamlessly integrate into other applications within their system. BEACON SaaS and EyeOnWater were built in tandem and are automatically seamlessly integrated without any additional effort by the utility.
8 Integrations
Provide a list and description of the integrations the Proposer expects the utility to build between any of its enterprise systems and the Customer Portal, given the requirements in this RFP. Include the integration method for each of these integrations.

BEACON SaaS and EyeOnWater use the same customer account database, which is synchronized with your CIS through BEACON Data Exchange. See responses in MDMS tab.
9 Integrations
Describe your system integration implementation experience Customer Portal and the utility's enterprise systems.

See responses in MDMS tab.
10 Support
Pprovide a description of your ability to offer hosted, SaaS, and/or managed services for the AMI headend in terms of all monitoring, maintenance, and upgrades to the system. Describe what is included in each service model available, and explicitly reference which service model is being proposed. See responses in MDMS tab.
11 Support
Provide a list of proposed training sessions on the solution, hours for each session, and suggested participants, that the Proposer would hold if selected.

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12 Software as a Service (SaaS) / Hosting Services
Is the proposed Software hosted at a vendor data center or on a third-party cloud computing platform (Microsoft Azure, Amazon Web Services, etc.)? If a vendor data center is being used, specify the name and location of the primary data center, and the name(s) and location(s) of any backup/redundant data center(s). If a cloud computing platform is being used, specify which platform.

The Badger Meter cloud-based BEACON software is hosted on Amazon Web Services (AWS), an industry leader in providing cloud- computing services. As a SaaS, BEACON runs in its own Virtual Private Cloud (VPC) within AWS. As our cloud services provider, AWS operates multiple availability zones and provides replication and recovery services. The application data storage location is AWS data centers. AWS operates multiple availability zones. The AWS servers are located in North America: https://aws.amazon.com/about- aws/global-infrastructure/. To protect against data loss, the BEACON system has multiple levels of redundancy built in. The software server stores the past three years of 15-minute information from all endpoints in the system and this data can be accessed in the BEACON software at any time.
13 Software as a Service (SaaS) / Hosting Services Specify any times or days the hosted services are restricted.

There are no times or days that the hosted services are restricted.However, scheduled maintenance may occur between 8:00 p.m. on Saturday to 2:00 am. on Sunday (CST) every week.

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ATTACHMENT E - PRICE PROPOSAL

WORKBOOK
223
DocuSign Envelope ID: C156E555-6922-4C23-8568-53758AE3C8A0 City of Vallejo
Price Proposal
Instructions
City of Galveston will not be held responsible for any adverse scoring and evaluation that may result from a failure to follow these instruction.

Proposer shall populate the following columns accordingly:
• *Item/Service - note that certain item information is pre-populated; however, Proposer can modify/add Items/Services accordingly
• *Quantity - number of items or hours, unless otherwise noted • *Unit Price
• *Extended Price - this column is set to calculate automatically; however, Proposer must verify • *Proposer Notes/Comments - provide clarification/explanation, according to the additional instructions given; Proposers may also note item make/model, if applicable Line items given are give to Proposers as a convenience. Proposers are encouraged to add or remove line items as neccessary to accurately reflect their proposals. Prices given must be representative of those requirements marked as "Current Base" by Proposer(s).

Extended prices for professional services (such as project management) are to be given as a fixed fee, inclusive of all design, oversight, quality assurance, or other activities.

Travel and expenses are to be given as a not-to-exceed limit.

Line items related to systems integration are to be given as an estimated number of hours for completion, and a time and materials (T&M) rate, based on the integrations described. These estimates should be inclusive only of the work to be performed by the Proposer.

For those items that recur annually (e.g., maintenance fees, cellular fees, SaaS fees, etc.), Proposers must note the escalation rate(s) over a 10-year term. If no escalation rate is noted by a Proposer, a 5% annual escalation rate will be assumed for the purposes of scoring and evaluation. 224
DocuSign Envelope ID: C156E555-6922-4C23-8568-53758AE3C8A0 Component 1
Component 2
Component 3
Component 4
296,586.36$
N/A
-$
-$
3,230,011.00$
-$
-$
-$
City of Vallejo
Price Proposal
Summary
Capital Cost for Implementation Annual Cost (Year 0)
This page will automatically populate based on the pricing given in subsequent worksheets. Proposers are responsible for verification of accuracy.
225
DocuSign Envelope ID: C156E555-6922-4C23-8568-53758AE3C8A0 Item/Service Quantity Unit Price Extended Price Notes/Comments Upfront AMI Hardware
AMI Network and Deployment Tools
Handheld programming device 5 100.00$ 500.00$ IR COMMUNICATION DEVICE Item 2 1 -$ Provide unit cost.

Item 3 1 -$ Provide unit cost.

Subtotal 500.00$
AMI Endpoints
Water Endpoints 39231 81.00$ 3,177,711.00$

ORION CELLULAR ENDPOINTS
Subtotal 3,177,711.00$
Other Upfront AMI Hardware Costs
Item 1 -$
Item 2 -$
Item 3 -$
Subtotal -$
Upfront AMI Software
Upfront AMI Software
One-Time Set-Up Fee 1 $37,500.00 37,500.00$
BEACON SaaS Engagement Fee
Single Sign on Integration 0 33,000.00$ -$ Optional item 3 -$
Subtotal 37,500.00$
Upfront Professional Services
Project Management 1 -$
Provide fixed fee.

Systems Integration Services 0 $21,000.00 -$
Optional-development work for integration to third party software services.(example-work order,hydraulic modeling, GIS)
Travel and Expenses -$
Two day on-site training 1 3,500.00$ 3,500.00$
Billing Integration 1 10,800.00$ 10,800.00$
Subtotal 14,300.00$
Other Upfront AMI Headend Costs
Item 1 -$
Item 2 -$
City of Vallejo
AMI Price Proposal
226
DocuSign Envelope ID: C156E555-6922-4C23-8568-53758AE3C8A0 Subtotal -$
Total AMI Upfront Costs 3,230,011.00$
Annual AMI Network Services
Maintenance -$
Note annual escalation rate(s) over 10-year term. If none is given, 5% will be assessed during scoring. Input
escalation rate(s) directly into this cell and replace this note.

Managed Services Fees -$
Note annual escalation rate(s) over 10-year term. If none is given, 5% will be assessed during scoring. Input
escalation rate(s) directly into this cell and replace this note.

Cellular Fees -$
Note annual escalation rate(s) over 10-year term. If none is given, 5% will be assessed during scoring. Input
escalation rate(s) directly into this cell and replace this note.

Service 4 -$
Note annual escalation rate(s) over 10-year term. If none is given, 5% will be assessed during scoring. Input
escalation rate(s) directly into this cell and replace this note.

Service 5 -$
Note annual escalation rate(s) over 10-year term. If none is given, 5% will be assessed during scoring. Input
escalation rate(s) directly into this cell and replace this note.

Year 0 Subtotal -$
Annual AMI Headend Services
Annual AMI Headend Software Hosting Fee -$
Note annual escalation rate(s) over 10-year term. If none is given, 5% will be assessed during scoring. Input
escalation rate(s) directly into this cell and replace this note.

Maintenance Fee -$
Note annual escalation rate(s) over 10-year term. If none is given, 5% will be assessed during scoring. Input
escalation rate(s) directly into this cell and replace this note.
227
DocuSign Envelope ID: C156E555-6922-4C23-8568-53758AE3C8A0 SaaS Fee 470772 0.63$ 296,586.36$
Monthly BEACON Service Unit Includes the following: ORION® Network as a Service, BEACON® Software as a Service, BEACON® AMA Utility Software, EyeOnWater® Consumer Portal,
EyeOnWater® Smartphone App, 24/7 Technical Support, Local Field Support, Cellular Communication. Badger Meter reserves the right to increase Service Unit pricing 1.5% annually to begin in year

4. Year 0 Subtotal 296,586.36$
Total AMI Annual Costs 296,586.36$
ASSUMPTIONS:
228
DocuSign Envelope ID: C156E555-6922-4C23-8568-53758AE3C8A0 Item/Service Quantity Unit Price Extended
Price Notes/Comments
Professional Services
Project Management -$
Call Center -$
Mobilization -$
Flat File Exchange Set-Up -$
Inventory Ownership and Management -$
Printing Services for Customer Notification -$
Travel and Expenses -$
Item 8 -$
Subtotal -$
Facilities
Work Trailer -$
Storage Containers and Fencing -$
Heavy Equipment (forklifts, etc.) -$
Item 4 -$
Subtotal -$
Meter and Lid Replacement, and Endpoint Installation
5/8" 27345 -$
3/4" 7255 -$
1" 3658 -$
Subtotal -$
Other Work
Meter Box Replacement (in Grass or Dirt) 1 -$ Give unit pricing to standard install.

City of Vallejo
Installation Services Price Proposal
Not applicaable for Badger Meter offering
229
DocuSign Envelope ID: C156E555-6922-4C23-8568-53758AE3C8A0 Meter Box Replacement (in Concrete) 1 -$ Give unit pricing to standard install.

Total Installation Cost -$
The City reserves the right to award or not
award on these items of work.

Optional Retrofits
Nicor Connector
1-1/2" 1 -$ Give unit pricing to standard install. 2" 1 -$ Give unit pricing to standard install. 3" 1 -$ Give unit pricing to standard install. 4" 1 -$ Give unit pricing to standard install. 6" 1 -$ Give unit pricing to standard install. 8" 1 -$ Give unit pricing to standard install. 10" 1 -$ Give unit pricing to standard install.

Wire Splicing
1-1/2" 1 -$ Give unit pricing to standard install. 2" 1 -$ Give unit pricing to standard install. 3" 1 -$ Give unit pricing to standard install. 4" 1 -$ Give unit pricing to standard install. 6" 1 -$ Give unit pricing to standard install. 8" 1 -$ Give unit pricing to standard install. 10" 1 -$ Give unit pricing to standard install.

ASSUMPTIONS:
230
DocuSign Envelope ID: C156E555-6922-4C23-8568-53758AE3C8A0 Item/Service Quantity Unit/Hourly
Price
Extended
Price Notes/Comments
Upfront MDMS Software
One-Time Set-Up Fee -$
Item 2 -$
Item 3 -$
Subtotal -$
Upfront Professional Services
Project Management -$ Provide fixed fee.

Systems Integration Services -$ Provide estimated number of hours and T&M rate for hourly work.

Travel and Expenses -$
Service 4 -$
Service 5 -$
Subtotal -$
Other Upfront MDMS Costs
Item 1 -$
Item 2 -$
Subtotal -$
Total MDMS Hosted Upfront Costs -$
Annual MDMS Services
Annual MDMS Software Hosting Fee -$
Note annual escalation rate(s) over 10-year term. If none is given, 5% will be assessed during scoring. Input
escalation rate(s) directly into this cell and replace this note.

Maintenance Fee -$
Note annual escalation rate(s) over 10-year term. If none is given, 5% will be assessed during scoring. Input
escalation rate(s) directly into this cell and replace this note.

City of Vallejo
MDMS Price Proposal
All MDMS Charges incorporated in Hosted Component 1 Pricing Tab 231
DocuSign Envelope ID: C156E555-6922-4C23-8568-53758AE3C8A0 SaaS Fee -$
Note annual escalation rate(s) over 10-year term. If none is given, 5% will be assessed during scoring. Input
escalation rate(s) directly into this cell and replace this note.

Year 0 Subtotal -$
Total MDMS Annual Costs -$
ASSUMPTIONS:
232
DocuSign Envelope ID: C156E555-6922-4C23-8568-53758AE3C8A0 Item/Service Quantity Unit/Hour
ly Price
Extended
Price Notes/Comments
Upfront Customer Engagement Platform Software
One-Time Set-Up Fee -$
Item 2 -$
Item 3 -$
Subtotal -$
Upfront Professional Services
Project Management -$ Provide fixed fee.

Systems Integration Services -$ Provide estimated number of hours and T&M rate for hourly work.

Travel and Expenses -$
Service 4 -$
Service 5 -$
Subtotal -$
Other Upfront Customer Engagement Platform Costs
Item 1 -$
Item 2 -$
Subtotal -$
Total Customer Engagement Platform Hosted Upfront Costs -$ Annual Customer Engagement Platform Services
Annual MDMS Software Hosting Fee -$
Note annual escalation rate(s) over 10-year term. If none is given, 5% will be assessed during scoring. Input
escalation rate(s) directly into this cell and replace this note.

City of Vallejo
CEP Price Proposal
All CEP Charges incorporated in Hosted Component 1 Pricing Tab 233
DocuSign Envelope ID: C156E555-6922-4C23-8568-53758AE3C8A0 Maintenance Fee -$
Note annual escalation rate(s) over 10-year term. If none is given, 5% will be assessed during scoring. Input
escalation rate(s) directly into this cell and replace this note.

SaaS Fee -$
Note annual escalation rate(s) over 10-year term. If none is given, 5% will be assessed during scoring. Input
escalation rate(s) directly into this cell and replace this note.

Year 0 Subtotal -$
Total CEP Annual Costs -$
ASSUMPTIONS:
234
DocuSign Envelope ID: C156E555-6922-4C23-8568-53758AE3C8A0

ADDENDA
235
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CCA-02 (March 2020) Confidential and Proprietary Information 1 of 4 City of Vallejo, CA 10/7/2021
City of Vallejo, CA - RFP 1.0

LTE-M & LTE-MS
40,865
Jimmy Terry
Brian Helphand
City of Vallejo CA Coverage Evaluation Request (CER)
Form.pdf
10/5/2021
Attachment F - Meter Population Information.xlsx 10/5/2021

70.0 Analysis is based on service location addresses provided by City of Vallejo, CA, with 40,451 out of 40,865 (99%) successfully geocoded. A map of the geocoded endpoint locations is shown below. Addresses unable to be geocoded are in the Not Found tab of the geocoded addresses spreadsheet. 239
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CCA-02 (March 2020) Confidential and Proprietary Information 2 of 4 City of Vallejo, CA
City of Vallejo, CA - RFP
10/7/2021

1.0 240
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CCA-02 (March 2020) Confidential and Proprietary Information 3 of 4 City of Vallejo, CA
City of Vallejo, CA - RFP
10/7/2021

1.0 • A check of our cellular network providers' Machine-to-Machine (M2M) cellular coverage for the service locations provided has indicated that coverage to support the ORION Cellular LTE-M and LTE-MS endpoints is available. • Approximately 99% of locations evaluated are expected to have coverage for the ORION LTE-M endpoint, with a Field Evaluation recommended for 1% of the ORION LTE-MS locations evaluated. • The map below provides an illustration of that coverage. Further guidance as to the placement of endpoints by type will be provided as deployment plans are refined.
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CCA-02 (March 2020) Confidential and Proprietary Information 4 of 4 City of Vallejo, CA
City of Vallejo, CA - RFP
10/7/2021

1.0 • Approximately 99% of locations evaluated are expected to have coverage for the ORION LTE-M endpoint, with a Field Evaluation recommended for 1% of the LTE-MS locations evaluated. For the 1%, an on-site Field Evaluation will done to determine which endpoint will be installed at those locations. This evaluation will be performed at no cost to Vallejo. 242
DocuSign Envelope ID: C156E555-6922-4C23-8568-53758AE3C8A0

WATER METER COMPATIBILITY MATRIX
243
DocuSign Envelope ID: C156E555-6922-4C23-8568-53758AE3C8A0

Meter Compatibility Matrix

ORION endpoint wires: Red = Power/Clock; Black = Ground; Green = Data

Endpoint
Label Encoder Connectivity Endpoint Wire Colors Red Black Green Reading Resolution

ORION Cellular

LTE-M, LTE
Badger Meter HR-E LCD or HR-E encoders or
E-Series Ultrasonic and Ultrasonic Plus Meter with High Resolution output Encoder Wire/Termination Colors

Red

Black

Green Up to nine (9) most significant
digits
Elster InVISION and ScanCoder® encoders and evoQ4 meter (encoder output)* Green Black Red Up to nine (9) most significant digits
Metron-Farnier Hawkeye* Red Black Green Up to nine (9) most significant digits
Mueller Systems 420 Solid State Register (SSR) LCD* Red Black Green Up to nine (9) most significant digits
Neptune ProRead, E-coder or ARB-V* Black Green Red Up to nine (9) most significant digits
Sensus Electronic Register encoder (ECR) or ICE* Red Black Green Up to nine (9) most significant digits
Master Meter® Octave® Ultrasonic meter (encoder output)* Red Black Green Up to eight (8) most significant digits

Hersey Translator*
Due to the customized, factory wire configurations of the Hersey Translator, the terminal posts may not match the ORION
endpoint wire colors Please contact Hersey for the terminal post wiring schematic of your encoders to determine how the posts correspond to ORION endpoint wires NOTEE: Competitive encoder output is determined by the encoder configuration

*ORION Cellular endpoints are compatible with the encoders/meters noted above that have a manufacture date within 10 years of the current date as long as the encoder has three wires connected to it and is programmed into the three-wire output mode for AMR/AMI Encoder registers with two-wire mode of operation require programming by the Utility, including registers that support auto two- or three-wire detection systems that do not automatically switch to three-wire mode of operation when a compatible endpoint is connected for ORION connectivity

Badger Meter has not tested compatibility with all meters on the market, however, the ORION Cellular endpoints do support the ASCII industry standard three-wire protocol and should be compatible with meters that support the same protocol. We would be willing to verify connectivity with specific meters, if selected for this project. Please note that competitive encoder output and read resolution is determined by the encoder manufacturer who may, at their discretion, limit output for third-party connectivity. 244
DocuSign Envelope ID: C156E555-6922-4C23-8568-53758AE3C8A0

PRODUCT DATA SHEET
245
DocuSign Envelope ID: C156E555-6922-4C23-8568-53758AE3C8A0 ORI-DS-02271-EN-04 (October 2020)
ORION® Water Endpoints
Cellular L TE Endpoint
Product Data Sheet

DESCRIPTION
The ORION® Cellular endpoint is an innovative, two-way water endpoint that utilizes existing cellular infrastructure to efficiently and securely deliver meter reading data to the utility via the reliable cellular network.

The Cellular endpoint is a member of the time-tested ORION family of products from Badger Meter, designed for maximum flexibility.

Since 2002, the ORION product family has provided comprehensive Advanced Metering Analytics (AMA) for interval meter reading and data capture using both one-way and two-way communications.

FUNCTIONALITY
Operation: The endpoint communicates with the encoder
and captures 15-minute interval read data and meter status information. On a regular schedule (up to twice per day) the endpoint then automatically broadcasts the information, including endpoint status information, via the cellular network to the BEACON® AMA software.

Activation: All ORION Cellular LTE endpoints are shipped in an inactive, non-transmitting state. The endpoints offer a Smart Activation feature. After installation, the endpoint begins broadcasting data when the encoder senses the first usage of water. No field programming or special tools are required.

Alternatively, the Badger Meter IR Communication Device can be used to activate the endpoint and verify the encoder connection.

Successful endpoint function can be confirmed through a web app demonstrating that communication has been verified to both the encoder and the network.

Broadcast Mode: The endpoint broadcasts fixed network reading data through the secure existing cellular network within the service area. The endpoint also transmits a mobile message to support troubleshooting in the field.

Data Storage: The endpoint stores 42 days of 15-minute data.

Output Message: The endpoint broadcasts its unique serial number, meter reading data, and applicable status indicators.

Each message is securely transported to the BEACON AMA software via Virtual Private Network (VPN) using Advanced Encryption Standard (AES) 256.

APPLICATION
Configurations: The endpoint is a multi-purpose endpoint that can be deployed in indoor, outdoor and pit applications. The electronics and battery assembly are fully encapsulated in epoxy for environmental integrity. The endpoint is available with a connector assembly for ease of installation.

Meter Compatibility: When attached to a Badger Meter High Resolution Encoder, the endpoint is compatible with all current Badger Meter Recordall® Disc, Turbo Series, Compound Series, Combo Series and Fire Service meters and assemblies, and with E-Series® Ultrasonic, E-Series® Ultrasonic Plus, and M-Series® Electromagnetic flow meters.

Encoder Compatibility: ORION Cellular LTE endpoints are suitable for use with Badger Meter High Resolution Encoders as well as the following Badger Meter approved three-wire encoder registers that have a manufacture date within 10 years of the current date as long as the encoder has three wires connected to it and is programmed into the three-wire output mode for AMR/AMI: Honeywell® (Elster) ScanCoder® encoder with Sensus® protocol module and evoQ4 meter (encoder output); Master Meter® Octave® Ultrasonic meter encoder output; Metron-Farnier Hawkeye; Mueller Systems 420 Solid State Register (SSR) LCD; Neptune® ProRead, E-Coder®, ARB-V®, and ProCoder; and Sensus iPerl®.
246
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www.badgermeter.com
E-Series, M-Series, ORION and Recordall are registered trademarks of Badger Meter, Inc. Other trademarks appearing in this document are the property of their respective entities.

Due to continuous research, product improvements and enhancements, Badger Meter reserves the right to change product or system specifications without notice, except to the extent an outstanding contractual obligation exists. © 2020 Badger Meter, Inc. All rights reserved.

ORION® Water Endpoints, Cellular LTE Endpoint

SMART WATER IS BADGER METER

SPECIFICATIONS
Dimensions

5.125 in. (130 mm) (H)

1.75 in. (44 mm) Diameter at top

2.625 in. (W) x 2.875 in. (D) at base
67 mm (W) x 73 mm (D) at base
Broadcast Network
LTE cellular network, with fallback
to 3G where LTE is unavailable.

Mobile backup frequency is
FCC-regulated 902…928 MHz
frequency hopping modulation
Operating Temperature
Range
• Storage, Meter Reading
and Mobile Backup –40…60° C (–40…140° F)
• Cellular
Communications –20…60° C (–4…140° F)
Humidity 0%…100% condensing
Battery One (1) lithium thionyl chloride
D cell (nonreplaceable)
Construction: All ORION Cellular endpoints are housed in an engineered polymer enclosure with an ORION RF board, battery and antenna. To ensure long-term performance, the enclosure is fully potted to withstand harsh environments and to protect the electronics in flooded or submerged pit applications.

Wire Connections: ORION Cellular endpoints are available with in-line connectors (Twist Tight or Nicor®) for easy installation and connection to compatible encoders/meters. The endpoints are also available with flying leads for field splice connections. Other wire connection configurations may be available upon request.

FEATURES
Communication Type Two-way
Application Type Control/Monitor
Reading Interval Type 15-minute
Encoder Compatibility Absolute
Fixed Network Reading 3
Premise Leak Detection 3
Cut-Wire Indication 3
Reverse Flow Indication 3
No Usage Indication 3
Encoder Error 3
Low Battery Indication 3
Remote Programming 3
Remote Clock
Synchronization
3 Firmware Upgrades 3
License Requirements: ORION Cellular LTE endpoints comply with Part 15, Part 22, Part 24, and Part 27 of the FCC Rules. No license is required by t he utility to operate an ORION meter reading system. This device complies with Industry Canada license-exempt RSS standard(s).

Transportation: WARNING: The operation of transmitters and receivers on airlines is strictly prohibited by the Federal Aviation Administration. As such, the shipping of radios and endpoints via air is prohibited. Please follow all Badger Meter return and/or shipping procedures to prevent exposure to liability.

Warning: To reduce the possibility of electrical fire and shock hazards, never connect the cable from the endpoint to any electrical supply source. The endpoint cable provides SELV low voltage limited energy power to the load and should only be connected to passive elements of a water meter register.

Caution: The endpoint batteries are not replaceable. Users should make no attempt to replace the batteries.

Changes or modifications to the equipment that are not expressly approved by Badger Meter could void the user’s authority to operate the equipment. 247
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WARRANTY DOCUMENTATION
248
DocuSign Envelope ID: C156E555-6922-4C23-8568-53758AE3C8A0 ORI-WR-02406-EN-04 (November 2019) Badger Meter Warranty ORION® Water Products
with BEACON AMA®

PRODUCTS
This warranty shall apply to Badger Meter ORION® series AMR/AMI Water Endpoints, Endpoint Assemblies, reading hardware, and software for a BEACON® AMA system, sold on or after November 18, 2019.

ORION series AMR/AMI Water Endpoints include Fixed Network (SE), Migratable (ME), and Classic (CE). Endpoint Assemblies are Water Endpoints factory-connected to Badger Meter HR-E® LCD, and HR-E® encoders.

This warranty is not transferable and is extended only to utilities, municipalities, other commercial users and authorized distributors, hereafter referred to as “Customer” and does NOT apply to consumers or any person or entity who is not an original Customer of Badger Meter or its authorized distributors.

MATERIAL AND WORKMANSHIP
Badger Meter warrants all ORION series AMR/AMI Water Endpoints including battery, Endpoint Assemblies, reading hardware and software, hereafter referred to as “Product(s)” as listed below, to be free from defects in material and workmanship for the time period stated.

ORION Water Endpoints1, 2 20 years and 6 months after shipment ORION Endpoint Assemblies1 20 years and 6 months after shipment Trimble® T10 Tablet3 3 years after shipment
Panasonic Toughbook® Laptop for
BEACON AMA Mobile Solution3 3 years after shipment
Trimble® Ranger 7 Handheld3 3 years after shipment
Trimble Yuma 7 Tablet3 3 years after shipment
ORION ME, CE Modules3 for
Trimble Yuma 7 Tablet and
Trimble Ranger 7 Handheld
3 years after shipment
ORION Mobile Migratable (ME)
Transceiver Kit
3 or Classic (CE)
Receiver Kit3
3 years after shipment
Trimble® Ranger 3 Handheld3 and
Charging Cradle 3 years after shipment
ORION Fixed Network (SE)
Gateway Transceiver 1 year after shipment
1 Water Endpoints, Endpoint Assemblies and Endpoint batteries—collectively ORION Water Endpoint Products—are warranted to be free from defects in material and workmanship for twenty (20) years and six (6) months after shipment from Badger Meter. Badger Meter will repair or replace, at its discretion, a non-performing ORION Water Endpoint Product at no cost during the first ten (10) years, and at a prorated price during the last ten (10) years of the warranty. Badger Meter will apply these prorated price discounts to the ORION Water Endpoint Product list prices at the time of ORION Water Endpoint Product return and according to the following prorated price discount schedule: Years 11 through 12 - 75% discount; Years 13 through 15 - 50% discount; Year 16 - 40% discount; Year 17 - 30% discount; Year 18 - 20% discount; and Years 19 through 20 - 10% discount. Replacement Products are warranted for and under the balance of the original applicable Product warranty. 2 ORION Water Endpoints that are sold factory-connected to an E-Series® meter are warranted per the 20-year proration shown above. Refer to the appropriate E-Series Ultrasonic Meter warranty for meter, electronics and battery coverage. 3 Batteries, antennas, cables and accessories warranty is limited to 12 months from the date of shipment.

PRODUCT RETURNS
Product failures must be proven and verified to the satisfaction of Badger Meter. The Badger Meter obligation hereunder shall be limited to such repair and replacement and shall be conditioned upon Badger Meter receiving written notice of any asserted defect within 10 (ten) days after its discovery. This exclusive remedy shall not be deemed to have failed its essential purpose so long as Badger Meter is willing and able to replace the defective Product for the Customer within a reasonable time, after receipt of proof that a defect is involved. Product returns must be shipped by the Customer prepaid F.O.B. to the nearest Badger Meter factory or distribution center. The Customer shall be responsible for all direct and indirect costs associated with removing the Product and reinstalling the repaired or replacement Product.

LIMITS OF LIABILITY
This warranty shall not apply to any Product repaired or altered by any Party other than Badger Meter. The foregoing warranty applies only to the extent that the Product is installed, serviced and operated strictly in accordance with Badger Meter instructions. The warranty shall not apply and shall be void with respect to Products exposed to conditions other than those detailed in Product technical literature or which have been subject to vandalism, negligence, accident, acts of God, improper installation, operation or repair, alteration or other circumstances which are beyond the reasonable control of Badger Meter. With respect to products not manufactured by Badger Meter, the warranty obligations of Badger Meter shall in all respects conform and be limited to the warranty extended to Badger Meter by the supplier.

THE FOREGOING WARRANTIES ARE EXCLUSIVE AND IN LIEU OF ALL

OTHER EXPRESS AND IMPLIED WARRANTIES WHATSOEVER, INCLUDING

BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE (except warranties of Title).

Any description of the Product, whether in writing or made orally by Badger Meter or its agents, specifications, samples, models, bulletins, drawings, diagrams, engineering sheets or similar materials used in connection with any Customer’s order are for the sole purpose of identifying the Product and shall not be construed as an express warranty. Any suggestions by Badger Meter or its agents regarding use, application or suitability of the Product shall not be construed as an express warranty unless confirmed to be such, in writing, by Badger Meter.

Exclusion of Consequential Damages and Disclaimer of
Other Liability
The liability of Badger Meter with respect to breaches of the foregoing warranty shall be limited as stated herein. Badger Meter’s liability shall in no event exceed the contract price. BADGER METER SHALL NOT BE SUBJECT TO AND DISCLAIMS: (1) ANY OTHER OBLIGATIONS OR

LIABILITIES ARISING OUT OF BREACH OF CONTRACT OR OF WARRANTY, (2) ANY OBLIGATIONS WHATSOEVER ARISING FROM TORT CLAIMS (INCLUDING NEGLIGENCE AND STRICT LIABILITY) OR ARISING UNDER

OTHER THEORIES OF LAW WITH RESPECT TO PRODUCTS SOLD OR

SERVICES RENDERED BY BADGER METER, OR ANY UNDERTAKINGS, ACTS OR OMISSIONS RELATING THERETO, AND (3) ALL CONSEQUENTIAL, INCIDENTAL AND CONTINGENT DAMAGES WHATSOEVER.
249
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BEACON, E-Series, HR-E, Making Water Visible, and ORION are registered trademarks of Badger Meter, Inc. Other trademarks appearing in this document are the property of their respective entities. Due to continuous research, product improvements and enhancements, Badger Meter reserves the right to change product or system specifications without notice, except to the extent an outstanding contractual obligation exists. © 2019 Badger Meter, Inc. All rights reserved.

ORION® Water Products with BEACON AMA®

SMART WATER IS BADGER METER
The Americas | Badger Meter | 4545 West Brown Deer Rd | PO Box 245036 | Milwaukee, WI 53224-9536 | 800-876-3837 | 414-355-0400 México | Badger Meter de las Americas, S.A. de C.V. | Pedro Luis Ogazón N°32 | Esq. Angelina N°24 | Colonia Guadalupe Inn | CP 01050 | México, DF | México | +52-55-5662-0882 Europe, Eastern Europe Branch Office (for Poland, Latvia, Lithuania, Estonia, Ukraine, Belarus) | Badger Meter Europe | ul. Korfantego 6 | 44-193 Knurów | Poland | +48-32-236-8787 Europe, Middle East and Africa | Badger Meter Europa GmbH | Nurtinger Str 76 | 72639 Neuffen | Germany | +49-7025-9208-0 Europe, Middle East Branch Office | Badger Meter Europe | PO Box 341442 | Dubai Silicon Oasis, Head Quarter Building, Wing C, Office #C209 | Dubai / UAE | +971-4-371 2503 Asia Pacific | Badger Meter | 80 Marine Parade Rd | 19-07 Parkway Parade | Singapore 449269 | +65-63464836 Switzerland | Badger Meter Swiss AG | Mittelholzerstrasse 8 | 3006 Bern | Switzerland | +41-31-932 01 11 250
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ORI-WR-02596-EN-09 (August 2020) Badger Meter Warranty
ORION® Cellular L TE-M, L TE-MS and
L TE Endpoints
Network as a Service (NaaS)

PRODUCTS
This warranty shall apply to Badger Meter ORION® Cellular LTE-M, LTE-MS and LTE water endpoints and endpoint assemblies sold on or after August 3, 2020. Endpoint assemblies are water endpoints factory-connected or connected via a Badger Meter approved connector to Badger Meter HR-E® LCD and HR-E® encoders, or E-Series® Ultrasonic meters.

This warranty is not transferable and is extended only to utilities, municipalities, other commercial users and authorized distributors, hereafter referred to as “Customer” and does NOT apply to consumers or any person or entity who is not an original Customer of Badger Meter or its authorized distributors.

MATERIAL AND WORKMANSHIP
Badger Meter warrants all ORION Cellular LTE-M, LTE-MS and LTE water endpoints, including battery (configured to the standard mode of operation set by the factory at time of shipment) and endpoint assemblies, hereafter referred to as “Product(s)” as listed below, to be free from defects in material and workmanship for the time period stated.

ORION Water Endpoints 1, 2 20 years and 6 months after shipment ORION Endpoint Assemblies 1 20 years and 6 months after shipment 1 Products are warranted to be free from defects in material and workmanship for twenty (20) years and six (6) months after shipment from Badger Meter. Badger Meter will repair or replace, at its discretion, a non-performing Product at no cost during the first ten (10) years, and at a prorated price during the last ten (10) years of the warranty. Badger Meter will apply these prorated price discounts to the Product list prices at the time of Product return and according to the following prorated price discount schedule:

Year Discount % Year Discount %
11 70 16 45
12 65 17 40
13 60 18 35
14 55 19 30
15 50 20 25
>20 0
Replacement Products are warranted for and under the balance of the original applicable Product warranty.
2 ORION water endpoints that are sold factory-connected to an E-Series® meter are warranted per the 20-year proration shown above. Refer to the appropriate E-Series Ultrasonic Meter Warranty for meter, electronics and battery coverage.

GUARANTEE OF NETWORK PERFORMANCE
If the communication network that supports any ORION Cellular LTE-M, LTE-MS or LTE water endpoint in the Customer’s meter service area (“Network”) explicitly and publicly discontinues operation during the Product warranty time period stated herein, thereby rendering any endpoint unable to successfully transmit meter reading data (“Shut Down”), then for each Shut Down endpoint, as confirmed in writing by the Network operator and verified in writing by Badger Meter, Badger Meter will provide the following guarantee in exchange for applicable fees and minimum purchase commitments as described in the most current BEACON AMA Solution with ORION NaaS Pricing Terms and Conditions document from Badger Meter.

Badger Meter will supply a replacement endpoint that is supported by the most current technology readily available for full-scale use in the Customer’s meter service area affected by Shut Downs (“Replacement endpoints”) at no charge to the Customer for such Replacement endpoints during the first ten (10) years of the Product warranty time period, and according to the prorated price discount schedule stated herein, during the last ten (10) years of the Product warranty time period. Replacement endpoints are warranted for and under the balance of the original applicable endpoint warranty.

The Customer shall be responsible for all other direct and indirect costs associated with the Replacement endpoints, including but not limited to costs associated with installation and maintenance.

If the Customer agrees to pay for shipping and the most current Badger Meter published disposal fee per Replacement endpoint, Badger Meter will properly dispose of returned Shut Down endpoints.

PRODUCT RETURNS
Product failures must be proven and verified to the satisfaction of Badger Meter. The Badger Meter obligation hereunder shall be limited to such repair and replacement and shall be conditioned upon Badger Meter receiving written notice of any asserted defect within 10 (ten) days after its discovery. This exclusive remedy shall not be deemed to have failed its essential purpose so long as Badger Meter is willing and able to replace the defective Product for the Customer within a reasonable time, after receipt of proof that a defect is involved. Product returns must be shipped by the Customer prepaid F.O.B. to the nearest Badger Meter factory or distribution center. The Customer shall be responsible for all direct and indirect costs associated with removing the Product and reinstalling the repaired or replacement Product.

LIMITS OF LIABILITY
This warranty shall not apply to any Product repaired or altered by any Party other than Badger Meter. The foregoing warranty applies only to the extent that the Product is installed, serviced and operated strictly in accordance with Badger Meter instructions. The warranty shall not apply and shall be void with respect to Products exposed to conditions other than those detailed in Product technical literature or which have been subject to vandalism, negligence, accident, acts of God, improper installation, operation or repair, alteration or other circumstances which are beyond the reasonable control of Badger Meter. With respect to products not manufactured by Badger Meter, the warranty obligations of Badger Meter shall in all respects conform and be limited to the warranty extended to Badger Meter by the supplier.

THE FOREGOING WARRANTIES ARE EXCLUSIVE AND IN LIEU OF ALL

OTHER EXPRESS AND IMPLIED WARRANTIES WHATSOEVER, INCLUDING

BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE (except warranties of Title).

Any description of the Product, whether in writing or made orally by Badger Meter or its agents, specifications, samples, models, bulletins, drawings, diagrams, engineering sheets or similar materials used in connection with any Customer’s order are for the sole purpose of identifying the Product and shall not be construed as an express warranty. Any suggestions by Badger Meter or its agents regarding use, application or suitability of the Product shall not be construed as an express warranty unless confirmed to be such, in writing, by Badger Meter.
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E-Series, HR-E and ORION are registered trademarks of Badger Meter, Inc. Other trademarks appearing in this document are the property of their respective entities. Due to continuous research, product improvements and enhancements, Badger Meter reserves the right to change product or system specifications without notice, except to the extent an outstanding contractual obligation exists. © 2020 Badger Meter, Inc. All rights reserved.

ORION® Cellular LTE-M, LTE-MS and LTE Endpoints, Network as a Service (NaaS)

SMART WATER IS BADGER METER
Exclusion of Consequential Damages and Disclaimer of
Other Liability
The liability of Badger Meter with respect to breaches of the foregoing warranty shall be limited as stated herein. Badger Meter liability shall in no event exceed the contract price. BADGER METER SHALL NOT BE SUBJECT TO AND DISCLAIMS: (1) ANY OTHER OBLIGATIONS OR

LIABILITIES ARISING OUT OF BREACH OF CONTRACT OR OF WARRANTY, (2) ANY OBLIGATIONS WHATSOEVER ARISING FROM TORT CLAIMS (INCLUDING NEGLIGENCE AND STRICT LIABILITY) OR ARISING UNDER

OTHER THEORIES OF LAW WITH RESPECT TO PRODUCTS SOLD OR

SERVICES RENDERED BY BADGER METER, OR ANY UNDERTAKINGS, ACTS OR OMISSIONS RELATING THERETO, AND (3) ALL CONSEQUENTIAL, INCIDENTAL AND CONTINGENT DAMAGES WHATSOEVER.
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BEACON SAAS MASTER AGREEMENT

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This BEACON AMA MANAGED SOLUTION MASTER AGREEMENT (“Agreement”) is entered into as of the ___________ day of ________________, 2021 (the “Effective Date”) by and between Badger Meter, Inc. , a Wisconsin corporation with offices located at 4545 W. Brown Deer Road, Milwauke e, Wisconsin 53223 (“Badger Meter”) , and City of Vallejo, with offices located at 202 Fleming Hill Rd, Vallejo, CA 94589, and as applicable its officers, directors, members, board members, governing members, trustees, commissioners, elected and appointed officials, employees, agents, consultants and other representatives (“Customer”).

(1) SERVICE. Badger Meter and its cellular service aggregator and data- hosting service providers (“Suppliers”) have developed a hosted, on -demand, web- based service w ebsite (“Portal ”) accessible t o its customers to provide metering and water usage service information, communicated through a cellular network, for its customers (“ Service”), and documentation to assist customers in using the Portal and the Service (“Documentation”).

(2) RIGHT TO ACCESS AND USE THE PORTAL AND SERVICE. In consideration of the payment of the Service Fees as set forth in Section (5), Badger Meter grants to Customer, its employees and contractors that Customer approves as users of the Service ( “Authorized User”) and Customer’s approved end- user water customers (“Authorized Consumer ”) the right to remotely access and use the Service from the Portal (as currently configured) for Customer’s internal business use and for the benefit of its Authorized Consumers in a ccordance with this Agreement. Any rights and obligations in this Agreement relative to Customer and its Authorized Consumers will only be in effect when Customer affirmatively enables the EyeOnWater Service.

(3) OWNERSHIP OF PORTAL AND SERVICE.

(a) Badger Meter Service. Badger Meter owns all rights, title and interest in the Portal, Service and Documentation, including all associated intellectual property rights. Neither Customer, nor its Authorized Users or Authorized Consumers will obtain any rights, title or interest in the Portal, Service, or Documentation or any associated intellectual property rights, other than the right to access and use the Portal, Service and Documentation, subject to the terms of this Agreement.

(b) Suggestions. If Customer provides Badger Meter any suggested improvements (“Suggestions”) to the Portal, Service or Documentation, Customer agrees that Badger Meter will own all rights, title and interest in and to the Suggestions, even if Customer has designated the Suggestions as confidential. Badger Meter will be entitled to use the Suggestions without restriction. By entering into this Agreement, Customer irrevocably assigns, conveys and transfers to Badger Meter all right, title and interest in and to the Suggestions and agrees to provide Badger Met er with commercially reasonable assistance to document, perfect and maintain Badger Meter’s rights in the Suggestions.

(4) TERM. The term of this Agreement begins on the Effective Date and continues for a ten (10) year term unless earlier terminated in accordance with Section (16) of the Agreement (the “Term”).

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(5) FEES.

(a) Service Fees. In consideration for the right to access and use the Portal, Service and Documentation, Customer agrees to pay Badger Meter certain fees (“Service Fees”) to obtain enterprise-wide access to the Portal, Service and Documentation, authorizing all of its Authorized Users and Authorized Consumers to use the Portal and Service and Documentation in accordance with the terms of this Agreement, pursuant to the pricing set forth in Exhibit 1 - Fees.

(b) Taxes and Surcharges. Customer will be responsible to pay any s ales, use, value added or excise taxes or surcharges resulting from use of the Portal, Service and Documentation by Customer, its Authorized Users or Authorized Consumers, excluding taxes due on Badger Meter’s income.

Customer will not be responsible for payment of taxes or surcharges resulting from its use of the cellular service included as part of the Service, as those charges are included in the Service Fees.

(c) Updated Schedule of Fees. At least ninety (90) days prior to the expiration date of the Term (“Anniversary Date”), Badger Meter will provide Customer with an updated Schedule of Fees for the Service for the upcoming contract term.

(6) RESTRICTIONS ON RIGHT TO USE. Customer agrees that Customer, its Authorized Users and Authorized Consumers will not use or permit or assist another to use the Portal, Service or Documentation in violation of this Agreement and will not:

(a) Sell, license, resell, sublicense, or otherwise permit any third parties other than Authorized Users or Authorized Consumers to access or use the Portal, Service, or Documentation.

(b) Remove patent, copyright, trademark or other intellectual property markings from the Portal, Service or Documentation.

(c) Modify, alt er, tamper with, repair or otherwise create derivatives from the Portal, Service or Documentation.

(d) Copy, reverse engineer, disassemble or decompile the Portal, Service or Documentation or apply any other process or procedure to derive the source code from any software included in the Portal or Service.

(e) Use the Portal or Service in a manner that violates any applicable international, federal, state or local laws, rules or regulations.

(f) Assert or authorize, assist or encourage any third party to assert agai nst Badger Meter, its affiliates, customers, vendors, business partners, Servicers or licensors any intellectual property infringement Claim regarding the Portal, Service or Documentation.

(g) Transmit content or messages that are illegal, fraudulent, threa tening, abusive, defamatory, or obscene.

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(h) Make any unauthorized connection to Badger Meter’s information technology architecture (“Network”)

(i) Communicate any unsolicited commercial, voice, SMS, or other message.

(j) Upload or transmit any “virus,” “worm,” or malicious code or access, alter, or interfere with the communications of and/or information about another customer.

(k) Take actions that could cause damage to or adversely affect Badger Meter, the Service, Portal, Suppliers, Network or the property or reputation of Badger Meter or its Suppliers.

Customer and Badger Meter agree to make good faith efforts to minimize abuse or fraudulent use of the Portal and Service, to promptly report to each other any such abuse or fraudulent use of which they become aware, and to fully cooperate in any investigation or prosecution initiated by Badger Meter, its Suppliers or Customer related to abuse or fraudulent use of the Portal and Service.

(7) CUSTOMER SUPPORT. Badger Meter will provide Customer the support services described in Exhibit 2 - Service Level Agreement.

(8) CUSTOMER DATA.

(a) Customer Data Defined. Customer, its Authorized Users and Authorized Consumers may provide Badger Meter and its Suppliers certain, customer billing information, personally identifiable information or other content (“Customer Data”).

(b) Ownership. The Parties agree that the Customer Data is and shall remain the sole and exclusive property of Customer and/or its licensors or Authorized Consumers, including but not limited to any intellectual rights in the Customer Data.

(c) Use of Customer Data by Badger Meter. Customer, its Authorized Users and Authorized Consumers consent to Badger Meter and its Suppliers’ right to host, access, store, copy and use the Customer Data as reasonably necessary to provide, maintain, repair and enhance the Portal, Service and Documentation. Badger Meter may disclose certain Customer Data only to provide the Service to Customer, its Authorized Users and Authorized Consumers or to comply with the law or request of a governmental or regulatory body (including subpoenas or court orders as described in Section

9.).

(d) Customer Responsibilities. Customer is solely responsible for the development, content, operation and maintenance of the Customer Data, including but not limited to the technical operation of the Customer Data, and ensuring that calls made to the Service from Customer’s network are compatible with then -current API’s for the Service. Customer is responsible to ensure that Customer, its Authorized Users and Authorized Consumers comply with the Badger Meter Terms of Use Policy, the Badger Meter Privacy Policy or any other policies referenced in this Agreement and the law.

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(9) CONFIDENTIALITY.

(a) Confidential Information Defined. For purposes of this Agreement, Confidential Information means all nonpublic information disclosed by one party to the other that is designated as confidential or that given the nature of the information or circumstances surrounding its disclosure, reasonably should be understood to be confidential, including but not limited to: (a) nonpublic information related to Badger Meter or its affiliates, Suppliers, business partners, technology, customers, business plans, intellectual property, promotional and marketing activities, finances and other business affairs; (b) third party information Badger Meter is obligated to keep confidential; (c) the content and existence of any discussions or negotiations between the parties; (d) Badger Meter’s intellectual property used in providing the Portal, Service or Documentation; (e) Customer Data); and (f) Traffic Data, as defined below.

(b) Protection of Confidential Information. To the extent permitted by law, t he parties agree to hold the other party’s Confidential Information in strict confidence and will not copy, reproduce, give, sell, assign, license, market, transfer or otherwise dispose of the Confidential Information of the other party to any third parties or use the Confidential Information for any purposes whatsoever other than as contemplated by this Agreement. The Parties will take commercially reasonable steps to avoid disclosure, dissemination or unauthorized access to or use of the Confidential Information during the Term and for a period of five (5) years after the end of the Term, except that Confidential Information which is designated as a trade secret which shall continue to be subject to these confidentialit y obligations in perpetuity. Customer agrees it will not misrepresent or embellish the relationship between the Parties (including by expressing or implying that Badger Meter supports, sponsors, endorses or contributes to Customer or its business endeavors) or express or imply any relationship or affiliation between Badger Meter and Customer or any other person or entity except as expressly permitted by this Agreement.

(c) Traffic Information. All de -identified data (generally, aggregated system data strip ped of PII) generated or collected by Badger Meter through operation of the Portal and Service is referred to as the “Traffic Data.” All Traffic Data shall be the Confidential Information of and owned exclusively by Badger Meter.

(d) Third Party Requests for Confidential Information. Neither party may disclose the other party’s Confidential Information except to a Supplier subject to the restrictions in this Agreement or an Authorized User or Authorized Consumer except as otherwise required by law. If a party receives a request for access to the other party’s Confidential Information from a third party, the receiving party agrees to inform the disclosing party in writing within three (3) business days of receipt of the request unless prohibited by law.

(e) Exclusions from Confidential Information. Confidential Information of a party shall not include information which: (i) is in or becomes part of the public domain through no fault of the receiving party; (ii) the receiving party can prove was known to it prior to its receipt from the disclosing party without reference to the Confidential Information; (iii) is independently developed by the rece iving party outside of this Agreement without use of the disclosing party’s Confidential Information; or (iv) is obtained by the receiving party from a third party which had no obligation of confidentiality to the disclosing party.
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(10) CUSTOMER’S REPRESENTATIONS AND WARRANTIES. Customer represents and warrants to Badger Meter that:

(a) Authority. Customer has the right and authority to enter into this Agreement and to meet its financial and legal obligations under this Agreement.

(b) Ownership. Customer, its licensors or its Authorized Consumers, own all rights, title and interest in and to the Customer Data. Customer has all rights in the Customer Data necessary to grant the rights to Badger Meter contemplated under this Agreement.

(c) Compliance with Badger Meter Policies. None of the Customer Data or the use of the Customer Data, the Portal or Service by Customer, its Authorized Users or its Authorized Consumers will violate Badger Meter’s BEACON Terms of Use https://beaconama.net/termsofuse.html or Privacy
Policy https://beaconama.net/privacy/privacy.html.

(d) Compliance with the Law. Neither Customer, the Authorized Users nor the Authorized Consumers will access or use the Portal, Service or Documentation in any manner that violates any applicable international, federal, state or local laws and/or regulations, including but not limited to all applicable data protection, intellectual property and privacy laws.

(11) REPRESENTATIONS AND WARRANTIES OF BADGER METER.

(a) Authority. Badger Meter represents and warrants to Customer that it has the right and authority to enter into this Agreement and to perform its obligations under this Agreement.

(b) Service Warranty. Badger Meter represents and warrants to Customer that the Portal and Service will be provided pursuant to Exhibit 2 – Service Level Agreement . In providing the Portal and Service, Badger Meter will maintain sufficient data storage capacity to sati sfy the t echnical requirements and required storage capacity to host the Portal and Service, in its reasonable discretion.

If Customer allows unauthorized users to access the Portal, Service or Documentation, this express limited warranty will immediately become null and void.

(c) Remedy for Breach of the Express Limited Warranty . If the Portal, Service or Documentation fail to meet the terms of the express limited warranty set forth in Section 11(b), Customer is required to notify Badger Meter promptly as defined in Exhibit 2 – Service Level Agreement. Customer’s exclusive remedy for a breach of the express limited warranty is a Service credit to be calculated in accordance with Exhibit 2 – Service Level Agreement.

(d) DISCLAIMER OF IMPLIED WARRANTIES. EXCEP T FOR THE EXPRESS LIMITED WARRANTY SET FORTH IN SECTION 11(b), BADGER METER MAKES NO OTHER

EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES AS TO THE PORTAL, SERVICE OR DOCUMENTATION. BADGER METER EXPRESSLY DISCLAIMS ANY

OTHER EXPRESS OR IMPLIED WARRANTIE S WITH REGARD TO THE PORTAL,

SERVICE OR DOCUMENT ATION, INCLUDING, BUT NOT LIMITED TO, THE

IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, NON- INFRINGEMENT, 258
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FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT, OR IMPLIED

WARRANTIES ARISING FROM A COURSE OF DEALING, INDUSTRY PRACTICE OR USAGE OF TRADE.

BADGER METER EXPRESSLY DISCLAIMS THAT THE PORTAL AND SERVICE WILL

BE UNINTERRUPTED, ERROR FREE OR FREE OF HARMFUL COMPONENTS, AND

EXPRESSLY DISCLAIMS ANY WARRANTIES AS TO THE RELIABILITY, QUALITY,

SECURITY, CONDI TION, DESIGN, SUITABILITY, INTER -OPERABILITY,

AVAILABILITY, COMPLETENESS OF THE PORTAL OR SERVICE OR THAT ANY

DATA, INCLUDING THE CUSTOMER DATA, WILL BE SECURE OR NOT OTHERWISE LOST OR DAMAGED.

(e) ESSENTIAL TERMS. THE ENFORCEABILITY OF THIS SECTION (11) I S ESSENTIAL TO BADGER METER’S WILLINGNESS TO ENTER INTO THIS AGREEMENT WITH CUSTOMER.

(12) LIMITATION OF LIABILITY

(a) DIRECT DAMAGES. IF ANY PARTY DEFAULTS IN ITS OBLIGATIONS UNDER THIS AGREEMENT, :THE NON -BREACHING PARTY WILL BE ENTITLED TO RECOVER

FROM THE BREACHING PARTY ONLY THE ACTUAL AND DIRECT DAMAGES THAT THE NON-BREACHING PARTY MAY INCUR AS A RESULT OF SUCH BREACH.

(b) CAP ON DAMAGES. NEITHER PARTY’S NOR ANY OF ITS RESPECTIVE AFFILIATES

ANNUAL LIABILITY UNDER THIS AGREEMENT WILL EXCEED THE LESSER OF (A)

THE AMOUNTS THE CUSTOMER ACTUALLY PAYS BADGER METER UNDER THIS

AGREEMENT FOR THE SERVICE THAT GAVE RISE TO THE CLAIM DURING THE 12 MONTHS PRECEDING THE CLAIM, OR (B) US $250,000. NOTHING IN THIS SECTION 12 WILL LIMIT CUSTOMER’S OBLIGATION TO PAY BADGER METER FOR USE OF THE SERVICES PURSUANT TO SECTION 5.

(c) LIMITS ON DAMAGES. EXCEPT FOR PAYMENT OBLIGATIONS ARISING UNDER SECTIONS (13) AND (14) (INDEMNIFICATION), NEITHER PARTY NOR ANY OF ITS

RESPECTIVE AFFILIATES, SUPPLIERS OR LICENSORS WILL BE LIABLE TO THE

OTHER PARTY, AN AUTHORIZED USER, AUTHORIZED CONSUMER OR ANY THIRD

PARTY FOR ANY CLAIMS, DEMANDS, ACTIONS, LOSSES, DAMAGES, FINES, JUDGMENTS SETTLEMENTS, COSTS, EXPENSES, ATTORNEY’S FEES, AND COURT

COSTS OR ANY OTHER LIABILITIES OF ANY NATURE WHATSOEVER, INCLUDING

BUT NOT LIMITED TO THE PORTAL, SERVICE, DOCUMENTATION, OR THE SUBJECT MATTER OF THIS AGREEMENT (“CLAIM”).

FURTHER, NEITHER PARTY NOR ANY OF EITHER PARTY’S RESPECTIVE

AFFILIATES, SUPPLIERS OR LICENSORS SHALL BE LIABLE TO THE OTHER

PARTY, AN AUTHORIZED CONSUMER OR ANY THIRD PARTY FOR ANY SPECI AL,

INDIRECT, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, PUNITIVE OR

ENHANCED DAMAGES, LOST REVENUE OR PROFITS OR DIMINUTION OF VALUE, 259
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OR OTHER ECONOMIC ADVERSITY, CLAIMS RESULTING FROM LOSS OF

CUSTOMER DATA, OR BREACH OF CONFIDENTIALITY, ARISING OUT OF, OR

RELATING TO, AND/OR IN CONNECTION WITH ANY BREACH OF THIS

AGREEMENT, REGARDLESS OF WHETHER SUCH DAMAGES WERE

FORESEEABLE, WHETHER OR NOT THE PARTY WAS ADVISED OF THE

POSSIBILITY OF SUCH DAMAGES, AND THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT OR OTHERWISE) UPON WHICH THE CLAIM IS BASED.

NEITHER BADGER METER NOR ANY OF ITS AFFILIATES, SUPPLIERS OR

LICENSORS WILL BE RESPONSIBLE FOR ANY COMPENSATION,
REIMBURSEMENT OR DAMAGES ARISING IN CONNECTION WITH: (A) CUSTOMER’S INABILITY TO USE THE PORTAL OR SERVICE, I NCLUDING AS A RESULT OF ANY: (i) TERMINATION OR SUSPENSION OF THIS AGREEMENT OR CUSTOMER’S USE OF OR ACCESS TO THE SERVICE ; OR (ii) WITHOUT LIMITING

ANY OBLIGATIONS UNDER THE SERVICE LEVEL AGREEMENT, ANY

UNANTICIPATED OR UNSCHEDULED DOWNTIME OF ALL OR A PORTION OF THE

SERVICE FOR ANY REASON, INCLUDING BUT NOT LIMITED TO AS A RESULT OF A POWER OUTAGE, SYSTEM FAILURE OR OTHER INTERRUPTION; (B) THE COST OF PROCUREMENT OF SUBSTITUTE SERVICES; (C) ANY INVESTMENTS,

EXPENDITURES OR COMMITMENTS MADE BY CUSTOMER IN CONNECTION WITH THIS AGREEMENT OR CUSTOMER’S USE OF OR ACCESS TO THE SERVICE OR (D)

ANY UNAUTHORIZED ACCESS TO, ALTERATION OR THE DELETION, DESTRUCTION, DAMAGE, LOSS OR FAILURE TO STORE ANY OF CUSTOMER’S DATA.

(13) CUSTOMER’S INDEMNIFICATION OBLIGATIONS.

(a) Generally. Customer agrees to defend, indemnify, and hold harmless Badger Meter as well as its parents, subsidiaries, affiliates, officers, employees, agents, licensors, Suppliers, representatives and customers and each of their respective employees, officers, directors, members and representatives (the “Badger Meter Parties”), against any and all Claims made against the Badger Meter Parti es by any third party arising out of or related to: (i) Customers, Authorized Users or Authorized Consumers access and use of the Portal, Service, or Documentation; (ii) the subject matter of this Agreement ; (iii) violation of applicable law by Customer, its Authorized Users or Authorized Consumers; or (iv) a dispute between Customer and any Authorized User or Authorized Consumer.

(b) Procedure for Indemnification. Upon receipt of a Claim, Badger Meter will provide prompt written notice to Customer of the C laim for which the Badger Meter Parties seek indemnification.

Badger Meter’s failure to promptly notify Customer will only affect Customer’s obligation to indemnify the Badger Meter Parties to the extent such failure causes actual prejudice to Customer’s ability to defend the Claim. The notice must include a description of the Claim with reasonable detail of the facts giving rise to the Claim. Upon receipt of notice of a Claim, Customer shall be obligated to assume and control the defense of such Claim at its own expense. The Badger Meter Parties may retain their own counsel to cooperate in defending the Claim, at their own expense. The Badger Meter Parties agree to cooperate with Customer in defending the Claim and in making available to Customer all witnesses, records, materials and information in their possession or control 260
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to assist in the defense of the Claim, as is reasonably requested by Customer. Customer may not settle or compromise any Claim or consent to the entry of any judgment unless Badge r Meter provides prior written consent and the Badger Meter Parties are given an unconditional written release from Customer with respect to the Claim. In the event Customer fails to defend, indemnify, and hold the Badger Meter Parties harmless, after notice of a request for indemnification, the Badger Meter Parties shall be entitled to assume the defense and seek reimbursement from Customer for all losses with regard to the Claim and all attorneys’ fees and litigation costs expended by the Badger Meter Parties in defending the Claim.

(14) BADGER METER’S INDEMNIFICATION OBLIGATIONS.

(a) Generally. Subject to the limitations of liability provisions set forth in Section (12) of this Agreement, Badger Meter agrees to indemnify, defend and hold harmless Customer, and as applicable its officers, directors, members, board members, governing members, trustees, commissioners, elected and appointed officials, employees, agents, consultants and other representatives (“Customer Parties ”) from and against any legal proceedings filed against the Customer Parties by a third party based upon the allegations that the Portal, Service or Documentation infringes or violates a third party’s patent, copyright or other intellectual property rights (“Intellectual Property Dispute”).

(b) Mitigation. If the Portal, Service or Documentation becomes the subject of an Intellectual Property Dispute and is enjoined, Badger Meter will have the right to (i) procure for Customer the right to continue using the Portal and Service; (ii) modify the Portal and Service to avoid allegations of infringement, provided the modification does not materially change the functionality of the Portal and Service; (iii) replace the Portal and Service with an equally suitable, functionally equivalent, non-infringing Portal and Service; or (iv) immediately terminate this Agreement and p rovide Customer with a refund of any unused pre-paid portion of the Service Fees.

(c) Exclusions. Badger Meter assumes no liability for and Customer will not be entitled to receive indemnification from Badger Meter for any Intellectual Property Dispute which results directly and solely from (i) Customer’s failure to use the Portal or Service in conformity with the Documentation; (ii) Customer’s actions in combining the Service with any third party software, technology, hardware or data; or (iii) Customer’s violation of access granted in Section (2).

(d) Procedure for Indemnification. Upon receipt of an Intellectual Property Dispute, Customer will provide prompt written notice to Badger Meter of the Intellectual Property Dispute for which the Customer Parties seek indemnification. Customer’s failure to promptly notify Badger Meter will only affect Badger Meter’s obligation to indemnify the Customer Parties to the extent such failure causes actual prejudice to Badger Meter’s ability to defend the Claim. The notice must include a description of the Intellectual Property Dispute with reasonable detail of the facts giving rise to the Intellectual Property Dispute. Upon receipt of notice of an Intellectual Property Dispute, Badger Meter shall be obligated to assume and control the defense of such Intellectual Property Dispute at its own expense. Customer may retain its own counsel to cooperate in defending the Intellectual Property Dispute, at its own expense. Customer agrees to cooperate with Badger Meter in defending the Intellectual Property Dispute and in making available to Badger Meter all witnesses, records, materials and information in Customer’s possession or control to assist in the defense of the 261
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Intellectual Property Dispute as is reasonably requested by Badger Meter. Badger Meter may not settle or compromise any Intellectual Property Dispute or consent to the entry of any judgment unless Customer provides prior written consent and the Customer is given an unconditional written release from Badger Meter with respect to the Intellectual Property Dispute. In the event Badger Meter fails to defend, indemnify, and hold the Customer Parties harmless, after notice of a request for indemnification, Customer shall be entitled to assume the defense and seek reimbursement from Badger Meter for all losses with regard to the Intellectual Property Dispute and all attorneys’ fees and litigation costs expended by Customer in defending the Intellectual Property Dispute.

(15) TERMINATION.

(a) Termination for Convenience. Custome r may terminate this Agreement for any reason by providing Badger Meter written notice of termination at least ninety (90) days in advance of the effective date of such termination. Badger Meter shall be entitled to receive just and equitable compensation for any services performed hereunder through the date of the termination. After receipt of a notice of termination for convenience, Badger Meter will exercise reasonable diligence to accomplish the cancellation or diversion of related services and settle all outstanding liabilities associated with the cancellation of such commitments.

(b) Termination for Cause. A party is in default under this Agreement if it materially breaches or materially fails to perform its obligations under this Agreement, which includes any failure to make undisputed payments pursuant to Section (5) (“Event of Default”).

(c) Opportunity to Cure. Upon the occurrence of an Event of Default, the non- defaulting party shall deliver a written notice describing the Event of Default (the “ Cure Notice”). If the receiving party has not cured the Event of Default within thirty (30) days after receipt of the Cure Notice, then the non-defaulting party shall have the right to terminate this Agreement, at its option, by delivering to the defaulting party a written notice of termination (the “Termination Notice”).

(d) Immediate Right to Terminate. Badger Meter shall have the right to immediately terminate this Agreement: (i) in order to protect its Confidential Information, or its Intellectual Property Rights in the Portal or Service; (ii) in order to comply with applicable law (iii) if Customer mak es any representation or warranty which is materially untrue as of the Effective Date or at any time during the Term; or (iv) upon an assignment for the bene fit of creditors, if Customer suffers or permits the appointment of a receiver for its business or assets, or avails itself of, or becomes subject to, any proceeding under any statute relating to insolvency or for the protection of creditor rights or if a party becomes insolvent or technically bankrupt.

(e) Termination. Upon delivery of the Termination Notice to Customer by Badger Meter: (i) Badger Meter may cease providing Services to Customer, its Authorized Users and Authorized Consumers; (ii) Customer, its Authorized Users and Authorized Consumers will have no further right to use the Portal, Service or Documentation, will immediately cease using the Portal, Service and Documentation, and will receive no further Service; (iii) Customer will deliver to Badger Meter any Confidential Information of Badger Meter’s in its possession or control, and (iv) Badger Meter may cease gathering data from Customer’s endpoints, within a reasonable time, up to one hundred twenty (120) days after termination. Within a reas onable time after termination, at Badger Meter’s 262
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discretion, Badger Meter will scrub the personally identifiable information from the Customer Data.

Customer must immediately return, or at Badger Meter’s option, destroy all Documentation provided to Customer by Badger Meter. Customer will remain liable for any Service Fees incurred prior to termination.

(f) Post – Termination Assistance. At either the expiration of the Term without renewal, or upon a default by Customer and subsequent termination, Badger Meter will provide post-termination data retrieval assistance to Customer for an additional fee , wh ich shall be invoiced at the rate of $200/hour, with the number of hours required determined by the amount of data Customer wishes to extract from the Service. Any additional post -termination assistance from Badger Meter is subject to mutual agreement by the parties.

(g) Reinstatement Fee. If Customer desires to reinstate access to the Portal and Service after termination, a reinstatement fee of $7.50 per endpoint reinstated will apply.

(16) SUSPENSION OF SERVICES.

(a) Nonpayment. Badger Meter may suspend the Service and access to the Portal and shall not be obligated to provide access to the Portal and Service to Customer, its Authorized Users or Authorized Consumers until all outstanding undisputed invoices for the Service have been paid in full, including any fees associated with suspension of the Service.

(b) Network Protection. Customer acknowledges that Badger Meter (and any of its Suppliers) may restrict, or suspend all or a portion of the Service or limit the Service as may be reasonably necessary to prev ent or limit suspected fraud or any problem that materially and adversely affects the performance of the Service and/or is likely to do substantial damage to Badger Meter, Badger Meter’s customers or Suppliers. Some of these actions may interrupt or preve nt legitimate communications and usage. Such situations may arise: (a) if a device deployed on the Service is materially out of compliance with the technica l requirements; (b) in case of actual or suspected fraudulent use; or (c) in case of disruptive or damaging operation.

(c) Notification. In the event that Badger Meter or one of its Suppliers restricts, suspends or cancels any portion of the Service or limits the operation of the Service, Badger Meter shall use reasonable efforts to (i) promptly notify Customer in advance; (ii) provide reasonable information regarding its identification of the issue that resulted in the actions taken; and (iii) reinstate Se rvice upon resolution of the issue as soon as practicable and in any case within a reasonable timeframe.

(d) Immediate Suspension. Badger Meter may suspend Customer’s or an Authorized Users or Authorized Consumers right to access or use the Service immediately upon notice to Customer if Badger Meter determines:

(i) Use of the Service poses a security risk to the Service, the Network or any third party, adversely impacts the Service, the Network or data of any other Badger Meter customer, or subjects Badger Meter or any third party to liability or fraud.

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(ii) Customer or one of its Authorized Users or Authorized Customers is in breach of this Agreement or is delinquent on its payments for more than fifteen (15) days.

(iii) Badger Meter ceases to operate in the ordinary course, has an assignment for the benefit of creditors or similar disposition of its assets or becomes the subject of any bankruptcy, reorganization, liquidation dissolution or similar proceeding.

(e) Reinstatement. Badger Meter will use commercially reasonable efforts to restore Customer’s rights to use and access those portions of the Service or accounts that gave rise to the suspension promptly after Customer has resolved the problem giving rise to the suspension.

(f) Effect of Suspension. If Badger Met er suspends Customer’s right to access or use all or any portion of the Service or the Portal:

(i) Customer remains responsible for all Service Fees and undisputed charges incurred through the date of suspension.

(ii) Customer remains responsible for any applicable Service Fees and charges for any Services to which Customer has continued access as well as applicable fees and charges.

(iii) Customer will not be entitled to any service credits under the Service Level Agreement for any period of suspension.

(iv) Badger Meter’s right to suspend the Services is in addition to Badger Meter’s right to terminate this Agreement.

(17) COMPLIANCE WITH REGULATIONS; DATA PRIVACY
. Each party is responsible for
complying with industry standards and such applicable laws and regulations, including, but not limited to, the generally accepted practices in the information technology service management industry for providing secure data handling and management, including meeting or exceeding Information Technology Infrastructure Library ( ITIL) standards for logical and physical security and all requirem ents regarding the protection of data in its possession or under its control. A party will not be liable for any failure of the other party to comply with this requirement.

(18) DATA SECURITY AND RECOVERY.

(a) Data Security. In order to protect the Customer Data and prevent unauthorized access to or use of the Customer Data, Portal or Service, Badger Meter has implemented commercially reasonable internal procedures and systems designed to protect the privacy and security according to the requirements set forth in Exhibit 3 – BEACON AMA Managed Solution Security Policy (“Security Standards”), consistent with applicable international, federal, state and local laws. The purpose of the security policy is to identify reasonably foreseeable and internal risks to security and unauthorized access to Badger Meter’s Network and minimize security risks, including through risk assessment and regular testing. Badger Meter will designate one or more employees to coordinate and be accountable for the security program.

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(b) Protection of Customer Data . Badger Meter will implement reasonable and appropriate measures for the Badger Meter Network designed to help Customer secure the Customer Data against accidental or unlawful lo ss, access or disc losure in accordance with Badger Meter’s Security Standards. Badger Meter may modify its Security Standards from time to time but will continue to provide at least the same level of security as described in the Security Standards as of the Effective Date. The security and data privacy provisions in this Section contain Badger Meter, and its Suppliers entire obligation regarding the security, privacy and confidentiality of the Customer Data.

(c) Data Storage. Badger Meter will employ commercially reasonable storage (including backup, archive and redundant data storage) and commercially reasonable precautions to prevent the loss of or alteration of Customer Data but does not guarantee against any such loss or alteration. Badger Meter will not serve as Customer’s official record keeper. Customer will maintain source documents of the Confidential Information (such as billing information) hosted by Badger Meter under this Agreement.

(d) Customer Responsibilities. Customer is responsible for properly configuring and using the Service and taking steps to maintain appropriate security, protection and backup of the Customer Data, including but not limited to the use of encryption technology to protect Customer Data from unauthorized access and will perform routine archiving of the Customer Data. Further, Customer is responsible for regularly auditing its Authorized Users, and will enact internal procedures to remove Authorized Users from the Service if their job duties change and access is no longer appropriate, or if an Authorized User separates from Customer.

(e) Data Transmission Risks.

(i) Cellular Transmissions . Badger Meter cellular endpoints conform to the AES256 encryption standards or the latest AES standard in effect. Customer acknowledges that neither Badger M eter nor its Suppliers can guarantee the privacy or security of any cellular transmissions as part of the Service. Customer acknowledges that cellular transmissions are capable of being intercepted by third parties without the knowledge or permission of B adger Meter or its Suppliers. Badger Meter and its Suppliers shall not be liable to Customer, the Authorized Users, the Authorized Consumers or any third party for interception or unauthorized use of any data transmitted through the cellular network, as part of the Service.

(ii) Internet Transmissions. Customer acknowledges that security of transmissions over the Internet cannot be guaranteed. Badger Meter is not responsible for: (i) Customer’s access to the Internet; (ii) interception, unauthorized use or interruptions of communications through the Internet; or (iii) changes or losses of data through the Internet, in each case other than to the extent caused solely by Badger Meter. In order to protect Customer Data, Badger Meter may suspend Customer, Customer’s Authorized Users or Authorized Consumers access to or use of the Badger Meter Portal or Service via the Internet immediately, without prior notice, pending an investigation of any potential security breach.

(f) Coverage Availability. The Service is provided using a wireless network. Actual signal availability in the Service Area will depend on the device used to access the Service as well as coverage for the applicable wireless network provided in specific geographic regions. Coverage may 265
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be refused, interrupted or limited by environmental factors such as signal strength, buildings, weather, geography, topography, or by factors affecting the Suppliers, such as usage concentration or by facilities changes, modifications, updates, rel ocations, repairs, maintenance or other similar activities necessary for the proper or improved operation of the Supplier’s facilities. Any such factors may result in dropped and blocked connections or slower data speeds. Neither Badger Meter nor any of its Suppliers will be responsible to Customer or any of Customer’s Authorized Users or Authorized Consumers for any such lapses in or obstructions to coverage. The Service Area is subject to change from time to time. Should Badger Meter receive notice from its Supplier that such Supplier intends to discontinue its support for the Badger Meter Service in all or part of the Service Area, Badger Meter will provide Customer with as much advance notice as practicable under the circumstances.

(g) Password Protection. Customer, its Authorized Users and Authorized Consumers will be required to select and use certain usernames , passwords or codes to access and use the Service and Portal. Customer assumes sole responsibility for the selection, management and use of any codes or passwords as may be permitted or required for the access to and use of the Portal and Service by Customer, its Authorized Users and its Authorized Consumers. Customer agrees to maintain the privacy of usernames and passwords associated with the Badger Meter Portal and Service. Customer shall remain responsible for all activities that occur under Customer’s password or Internet account.

Customer will immediately notify Badger Meter of any unauthorized use of Customer’s password or Internet account or any other breach of security and ensure that Customer exits from Customer’s Internet account at the end of each session. Badger Meter shall not be liable for any damages incurred by Customer or any third party arising from Customer’s failure to comply with this Section.

(h) Third Party Access. To the extent that Customer requests that Badger Meter provide any Customer Data to Authorized Users, Authorized Consumers or third parties or any non-U.S. location, Customer represents that it has acqu ired any consents or provided any notices required to transfer such content or information and that such transfer does not violate any applicable international, federal, state or local laws and/or regulations.

(i) Security Breach. If Badger Meter becomes aware of a security breach or that compromises the security, confidentiality or integrity of the Customer Data (“Breach”), Badger Meter will promptly notify Customer in writing and take appropriate actions to resolve the Breach . Badger Meter will reasonably cooperate with Customer to investigate the nature and scope of any Breach .

In its initial notification to Customer, Badger Meter will provide Customer with: (i) a description of the Breach; (ii) the estimated impact of the Breach on Customer’s Data; (iii) the name and contact information of the person at Badger Meter who will be primarily responsible for resolving the issues for Customer; and (iv) the investigation taken and the suggested corrective action. Badger Meter will provide commercially reasonable coopera tion to Customer in investigating, assisting with notification of the Breach and taking corrective action as requested by Customer.

(j) Notification of Breach. In the event that applicable law requires notification to individuals of a Breach or if requested by Customer, Badger Meter will take additional mitigation steps for the benefit of Customer, including, but not limited to, providing reasonable assistance with drafting and sending of required notifications.

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(19) CHANGES.

(a) Right to Make Changes. Badger Met er may from time to time make changes, without Customer’s approval, to the Terms of Use, the Privacy policies, the Portal, Service or Documentation, provided that such changes: (i) do not increase Customer’s total costs of accessing and using the Portal and Service during the Term of this Agreement ; (ii) do not require Customer to make any material changes to its systems, software, equipment, policies or procedures ; (iii) do not have a material adverse impact on the functionality, interoperability, performance, reliability, security or resource efficiency of the Portal and Service ; (iv) do not materially reduce the scope of the Portal and Service; and (v) are otherwise consistent with this Agreement. Badger Meter will publicize any changes by a notice given to Customer or by a prominent announcement on the Portal.

Any such changes will not take effect until thirty (30) days after posting of notice on the Portal. By continuing to use the Service after the effective date of the modification to a policy, Customer agrees to be bound by the modified policies. It is Customer’s responsibility to check the Badger Meter site regularly for modifications to the policies.

(b) Emergency Changes; System Improvement. Notwithstanding the foregoing, Badger Meter and its Suppliers may make temporary changes to the Portal and Service required by an emergency or threat to the security or integrity of the Portal or Service, to respond to Claims, litigation or loss of license rights related to third party intellectual property rights or to comply with the law or requests of a government entity, as well as take actions deemed reasonably necessary to protect or optimize the Service. Some of these actions may interrupt or prevent legitimate communications and usage, including, for example, use of message filtering/blocking software to prevent SPAM or viruses, limitations on throughput, and scheduled maintenance. Badger Meter will provide notice by sending a message to the email address then associated with Customer’s account and by posting it on Badger Meter’s Portal. Badger Meter will provide Customer with: (i) at least thirty (30) days’ advance notice of planned maintenance by Badger Meter; and (ii) as much advance notice as reasonably possible of emergency changes or maintenance by Badger Meter or its Suppliers. Any actions resulting in permanent changes shall only be made in compliance with Section (19) (a).

(20) RIGHT TO SUBCONTRACT. Badger Meter may subcontract the performance of any of its cellular or web-services duties or obligations under this Agreement and will use commercially reasonable efforts to subcontract only with subcontractors that have the requisite skills to perform any subcontracted obligations in accordance with the terms of this Agreement.

(21) GENERAL.

(a) Binding Agreement. This Agreement is binding upon and will inure to the benefit of the parties and their respective successors and assigns.

(b) Affiliates. This Agreement covers only the employees and agents of Customer. If Customer wishes to have any entity that directly or indirectly controls, is controlled by or is in common control with Customer to access the Portal and use the Service, Customer’s Affiliate must execute a separate agreement with Badger Meter.

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(c) Assignment. Either party may assign its rig hts and obligations under this Agreement with the express written consent of the other party, which consent will not be unreasonably withheld or delayed. Any purported assignment or transfer in violation of this Section will be null and void.

Notwithstanding the foregoing, Badger Meter may assign its rights and obligations under this Agreement without the consent of Customer: (i) upon a sale of a majority of its outstanding capital stock to an affiliate or third party; (ii) if it sells all or substantially all of its assets; (iii) in the event of a merger; or (iv) in the event of a similar change of control.

(d) No Waiver. The waiver or failure of either party to exercise any right or remedy provided under this Agreement will not be deemed a waiver of any further right or remedy. All waivers must be in writing to be effective.

(e) Severability. If any portion of this Agreement is held to be invalid or unenforceable, the remaining portions of this Agreement will remain in full force and effect. Any invalid or unenforceable portions of this Agreement will be interpreted to effectuate the intent of the original Agreement. If such construction is not possible, the invalid or unenforceable portion of the Agreement will be severed from this Agreement, and the remainder of the Agreement will remain in full force and effect.

(f) Independent Contractors. The Parties agree that they are independent contractors and that neither party nor any of their respective affiliates, is an agent of the other for any purpose or has the authority to bind the other.

(g) Savings Clause. The invalidity of any provision of this Agreement shall not affect the validity and binding effect of the remaining provisions.

(h) No Third-Party Beneficiaries. Nothing express or implied in this Agreem ent shall confer any rights, remedies, obligations or liabilities whatsoever to third parties which are not signatories to this Agreement.

(i) Governing Law. To the extent permitted by law, the terms of this Agreement are governed by the laws of the State of Wisconsin, without reference to its conflict of laws principles. The United Nations Convention for the International Sale of Goods does not apply to this Agreement.

(j) No Claims Against or Liability of Badger Meter Suppliers. Customer acknowledges that the Service utilizes services that are furnished to Badger Meter and one or more Suppliers pursuant to agreements between Badger Meter and its Suppliers. Neither Customer nor any Authorized Users or Authorized Consumers has a contractual relationship with Badger Meter’s Suppliers and neither Customer nor its Authorized Users or Authorized Consumers is a third-party beneficiary of or will have any claim against Badger Meter’s Suppliers in the event any such agreement expires or is terminated. Customer furthe r acknowledges that the Suppliers disclaim all liability of any nature, whether legal or equitable, to Customer, its Authorized Users or Authorized Consumers, whether direct, indirect, incidental or consequential, arising out of the use of Badger Meter Portal or Service by Customer, its Authorized Users or Authorized Consumers, including any liability for personal injury or death, failure to be able to use the Service or otherwise. Customer agrees that neither it nor any Authorized Users or Authorized Cons umers shall have any Claim against the Supplier of any 268
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kind with respect thereto, whether arising out of breach of contract, warranty, negligence, and tort or otherwise.

(k) Dispute Resolution.

(i) Initial Resolution Efforts. The parties shall act in good faith and use commercially reasonable efforts to promptly resolve any claim, dispute, controversy or disagreement (each a “Dispute”) between the parties or any of their respective subsidiaries, affiliates, successors and ass igns under or related to this Agreement or any document executed pursuant to this Agreement or any of the transactions contemplated hereby.

(ii) Mediation. If the parties cannot resolve the Dispute within ten (10) days after initial notice of the Dispute, the Dispute shall be submitted for resolution to the Judicial Arbitration and Mediation Services (“JAMS ”), or its successor (“Mediation ”) in Chicago, Illinois. If the mediator is unable to amicably resolve the Dispute, then the mediator will refer the matter to a JAMS arbitrator to resolve the Dispute. Neither party shall seek, nor shall be entitled to seek, binding outside resolution of the Dispute unless and until the parties have been unable to amicably resolve the dispute as set forth in this Section, and then only in compliance with the procedures set forth in this Section. Except for Disputes relating to issues of (i) proprietary rights, including, but not limited to, intellectual property and confidentiality, and (ii) any provision of this Agreement which expressly or implicitly provides for the parties to reach mutual agreement as to certain terms, any Dispute not resolved by amicable resolution as set forth in this Section shall be governed exclusively and finally by arbitration described below.

(iii) Arbitration. Either party may initiate arbitration with respect to a Dispute by submitting a written demand at any time following Mediation.

• Arbitration shall be administered by JAMS, or its successor, pursuant to the Comprehensive Arbitration Rules and Procedures.

• Either party may commence arbitration by notifying the other in writing that arbitration is desired and setting forth the topics to be arbitrated. Within thirty (30) days of mailing a notice of arbitration, the party receiving the notice may spe cify additional topics of arbitration in writing to the other party. Within forty- five (45) days of the mailing of the notice of arbitration, the parties will confirm and attempt to identify an arbitrator associated with JAMS to resolve the Dispute. If t he parties cannot agree, JAMS will appoint an arbitrator who is a lawyer familiar with software as a service and information technology support services agreements.

• Except to the extent, if any, that law applicable to the dispute requires that arbitrators retain authority to award punitive damages, the arbitrators shall not have such authority.

• Each party will bear its own costs of the arbitration. The resulting award may be confirmed and reduced to judgment in any court of competent jurisdiction. With respect to any such post -arbitral jud icial proceedings, the parties consent to the 269
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exercise of personal jurisdiction over them by the state and federal courts sitting in Milwaukee, Wisconsin and waive any objection that they would otherwise have to venue in such courts.

• The duty to arbitrate does not preclude either party from pursuing interlocutory or provisional relief pending arbitration in any court of competent jurisdiction if such relief is necessary in order to preserve the practical ability of the arbitrator to make an effective award or to avoid a genuine and substantial risk of injury that cannot be adequately remedied by an eventual arbitral award. Neither the pursuit of nor the failure to provide any such interlocutory or provisional remedy in court, however, shall relieve either party of the duty to pursue ultimate resolution of the dispute through arbitration as provided for herein.

• The arbitration shall be governed by and construed and interpreted in accordance with the Federal Arbitration Act, 9 U.S.C. §§ 1 et seq.

(22) INJUNCTIVE RELIEF: Notwithstanding the provisions of Section 21, to the extent permitted by law, Badger Meter shall have the right to pursue injunctive, declaratory or other relief by the state and federal courts sitting in Milwaukee, Wisconsin and waive any objection that they would otherwise have to venue in such courts.

(23) NOTICES. All notices shall be in writing and delivered to the other party by means of: (a) personal delivery set forth below; (b) courier (signature required upon delivery); (c) recognized overnight courier, at the following address; (d) fax with proof of delivery; or ( e) via electronic mail with proof of delivery:

Notices sent by email will be effective when sent and notices pos ted on Badger Meter’s Portal will be effective upon posting. All notices must be provided in the English language.

If to Badger Meter:

Legal Department, Attn: Assistant General Counsel
4545 W. Brown Deer Road
Milwaukee, WI 53223

If to Customer:

City of Vallejo

(24) SURVIVABILITY. Any provision of this Agreement which by its nature should survive termination or expiration of this Agreement shall survive its expiration or termination.

(25) LIMITATION OF CLAIMS. No action arising under or in connection with this Agreement , regardless of the form, may be brought by Customer more than two (2) year after Customer becomes aware of or should reasonably have become aware of the occurrence of events giving rise to the Claim.

(26) FORCE MAJEURE. Neither party shall be liable to the o ther or any third party by reason of any failure or delay of its obligations under this Agreement where the delay or failure results from any cause beyond its reasonable control, including, but not limited to, acts of God, fires, storms, floods or other acts of nature, explosions, systemic electrical telecommu nications or other utility failures, earthquakes, 270
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hurricanes, tornados, natural disasters, strikes, shortage of materials, work stoppage or other labor dispute, embargoes, riots, insurrections, acts of war or terrorism, or any action or restraint by court order or public or governmental authority (“ Force Majeure Event ”). The party subject to the Force Majeure Event agrees to use commercially reasonable efforts to minimize the impact of the Force Majeur e Event on the other party.

(27) AMENDMENT. This Agreement may only be amended by a written document signed by both parties. Badger Meter will not be bound by and specifically objects to any term, condition or other provision which is different from or in addition to the provisions of this Agreement (whether or not it would materially alter this Agreement) and which is submitted by Customer in any receipt, acceptance, confirmation, agreement, purchase order, correspondence or other documentation. If the terms of this Agreement are not consistent with the terms c ontained in any policy, the terms contained in this Agreement will control, except that the Service Terms will control over this Agreement.

(28) ENTIRE AGREEMENT. This Agreement, including all applicable Exhibits and policies, constitutes the entire agreement between the parties with regard to its subject matter. This Agreement supersedes all prior or contemporaneous agreements, discussions, negotiations, undertakings, communications, representations or proposals, whether written or oral.

(29) ORIGINALS, COUNTERPARTS. This Agreement may be executed in several counterparts, each of which shall be deemed an original and all of which together will be deemed to constitute one and the same document. This Agreement may be executed and delivered by facsimile sign ature or portable document format (.pdf) by electronic mail.

IN WITNESS WHEREOF, the authorized representatives of the parties hereby bind the parties to this BEACON AMA Managed Solution Master Agreement by signing below:

BADGER METER, INC CITY OF VALLEJO

Signature Signature

Printed Name Printed Name

Title Title

Date Date

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EXHIBIT 1

FEES

1. Service Fees. Customer agrees to pay the following Service Fees, as consideration for the right to access and use the Portal, Service and Docu mentation during the Term, as well as applicable Taxes.

2. Invoicing. Badger Meter shall issue invoices to Customer for Service and Support Fees on a monthly basis. Undisputed payments are due within thirty (30) days of the date of the invoice.

3. Interest and Costs. Customer agrees that it will be responsible to pay Badger Meter for any collection expenses incurred by Badger Me ter, including interest at the highest interest rate permitted by law, and reasonable attorneys’ fees and court costs incurred by Badger Meter in enforcing its rights under this Agreement.

BEACON Monthly Endpoint Subscription Fee

Hourly Data, Once Daily Call- in: $0.63 per endpoint per month to increase 1.5% annually beginning in year four (4).

Invoicing for monthly endpoint subscription fee starts at time of endpoint activation or 6 months from date of shipment, whichever comes first.

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EXHIBIT 2

SERVICE LEVEL AGREEMENT

This Service Level Agreement (“SLA”) will go into effect upon completion of Endpoint Provisioning, which is the point during meter installation when the endpoint is installed and verified to provide data to the BEACON AMA Managed Solution.

1. CUSTOMER SUPPORT.

Service Levels. Within one (1) hour after a request for Customer Support Services from Customer, Badger Meter will respond to such request in accordance with the procedures set forth below. Customer may report the problem by phone, email or website provided by Badger Meter to Customer. Badger Meter will use commercially reasonable efforts to meet the response and resolution times set forth below:

Severity Level Response Time Resolution Time
Level 1 – Service is
unavailable
one (1) hour six (6) hours
Level 2 – certain
interruptions but service
is still available
twenty-four (24) hours twenty-four (24) hours
Level 3 – minor
intermittent malfunction
twenty-four (24) hours three (3) days
Level 4 – suggestions for
new features or
enhancements to
BEACON Portal and
Service
twenty-four (24) hours Evaluated, scheduled and
prioritized for potential
inclusion in upcoming releases.

2. BEACON PORTAL AND SERVICE AVAILABILITY PROMISE.

Badger Meter will use commercially reasonable efforts to fulfill the following Service Promise:
• BEACON Portal and Service Availability of 99% within each calendar month, excluding any Emergency Downtime, Scheduled Downtime, any unavailability of the Portal and Service due to any Force Majeure Event and any unavailability of the Portal and Service less than fifteen (15) minutes in duration following written notice thereof.

Definitions

“Availability” is the monthly uptime percentage with normal functionality of the Portal and the Service, calculated as described below.

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“Emergency Downtime” means any unavailability of the Portal or Service due to a temporary suspension by Badger Meter to perform maintenance to address any, urgent and unexpected issue with the Portal or Service.

“Scheduled Downtime” means any unavailability of the Portal or Service due to scheduled maintenance.

Scheduled maintenance may occur between 10:00 p.m. on Saturday to 4:00 a.m. on Sunday (Pacific Time) every week. Badger Meter shall have the right to change the scheduled maintenance times upon notice to Customer posted on the BEACON Portal.

CALCULATION of BEACON Portal and Service Availability:

Availability is measured by Badger Meter through standard monitoring software that tests the application availability at least every five (5) minutes and logs unavailability incidents (date and UTC time) for each monitored component.

Availability is calc ulated as the p ercentage of uptime in the applicable calendar month, excluding scheduled downtime:

1 − 𝑇𝑇𝑇𝑇𝑇𝑇𝑇𝑇𝑇𝑇 𝑈𝑈𝑈𝑈𝑇𝑇𝑈𝑈𝑇𝑇𝑈𝑈𝑇𝑇𝑇𝑇𝑈𝑈𝑈𝑈𝑇𝑇𝑈𝑈𝑇𝑇𝑈𝑈 𝑀𝑀𝑈𝑈𝑈𝑈𝑀𝑀𝑇𝑇𝑀𝑀𝑀𝑀 𝑇𝑇𝑇𝑇𝑇𝑇𝑇𝑇𝑇𝑇
𝑀𝑀𝑈𝑈𝑈𝑈𝑀𝑀𝑇𝑇𝑀𝑀𝑀𝑀 𝑇𝑇𝑜𝑜 𝑆𝑆𝑀𝑀𝑆𝑆𝑈𝑈𝑈𝑈𝑆𝑆𝑀𝑀 𝑀𝑀𝑇𝑇𝑈𝑈𝑇𝑇ℎ − 𝑇𝑇𝑇𝑇𝑇𝑇𝑇𝑇𝑇𝑇 𝑀𝑀𝑈𝑈𝑈𝑈𝑀𝑀𝑇𝑇𝑀𝑀𝑀𝑀 𝑇𝑇𝑜𝑜 𝐴𝐴𝐴𝐴𝐴𝐴𝑆𝑆𝑇𝑇𝑈𝑈𝑀𝑀𝑑𝑑 𝐷𝐷𝑇𝑇𝐷𝐷𝑈𝑈𝑇𝑇𝑈𝑈𝐷𝐷𝑀𝑀

Where:
“Total Unavailability Minutes” is the cumulative unavailability time in minutes in the applicable month where the Portal and Service are not available due to unplanned outages or from systematic errors on the part of Badger Meter,

“Total Minutes of Service Month ” is the cumulative time in minutes in the month in question, calculated by taking the number of days in month x 24 hours/day x 60 minutes/hour, and

“Total Minutes of Approved Downtime ” is the cumulative time in minutes in the applicable month where the Supplier applications are not available due to scheduled downtime; other planned scheduled outages, or approved exclusion conditions as defined in this Agreement.

In order to be included within the Total Unavailability Minutes: (a) Customer shall notify Badger Meter, in writing, via email([email protected]) of the unavailability of the Portal or the Service; (b) such unavailability shall be greater than fifteen (15) minutes in duration following Badger Meter’s receipt of such notice; and (c) Customer shall notify Badger Meter, in writing, via email within twenty- four (24) hours of such unavailability that it should be included within the Total Unavailabil ity Minutes unless such unavailability is due to any Emergency Downtime, Scheduled Downtime, or any unavailability of the Services due to any Force Majeure Event.

Service Credits

If Badger Meter fails to meet the BEACON Portal and Service Availability Promise, the following Service Credits will be calculated as follows:

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Service Credit = Endpoint Service Units Consumed in the Month * (1 - Availability) rounded to the next whole number

For example;
Availability Service Credit (Service Units per 1,000 Service Units consumed in the month)
95% 50
90% 100
80% 200
70% 300
60% 400
50% 500

Service Credit will be added to Customer’s account in the form of pre -paid Service Units for the same endpoint type(s).

3. MONTHLY BILLING DATA SERVICE PROMISE.

Badger Meter will use commercially reasonable efforts to fulfill the following Service Promise:

• The BEACON AMA Managed Solution will successfully provide Monthly Billing Data for at least

98.5% of provisioned accounts at the time of billing requ est to the BEACON AMA Managed Solution.

Definitions

“Managed Solution ” is a system that consists of a network deployment using fixed network and/or cellular endpoints, where Badger Meter maintains the responsibility for managing the reading hardware and software for system operation over the Term of the Agreement.

“Provisioned Accounts” are accounts with cellular or fixed network endpoints that are discovered by the network, fully able to communicate with the network, and completely entered correctly in the BEACON AMA Managed Solution.

“Monthly Billing Data” is a valid meter reading obtained within three (3) days of the billing as performed through the BEACON AMA Managed Solution to provisioned accounts.

CALCULATION of Monthly Billing Data Service Promise for Provisioned Accounts:

Monthly Billing Data success rate is calculated by the count of accounts in the billing cycle with meter read data within three (3) days (“Count of Billing Reads ”) divided by the number of active and Provisioned Accounts in the billing cycle (“Count of Total Billing Cycle”).

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Cycle Billing Total of Count
Reads Billing of Count
Where:
“Count of Billing Reads” is the total number of accounts in the billing file with v alid data that a billing quality reading is supplied for managed solution endpoints.

“Count of Total Billing Cycle” is the total number of accounts with valid data in the billing file being processed for managed solution endpoints.

If Customer suspects that the Monthly Billing Data Service Promise has not been met for a particula r Billing Cycle, (a) Customer shall notify Badger Meter, in writing, within twenty-four (24) hours of the occurrence, via email ([email protected]
) of the Count of Billing Reads and Count of Total
Billing Cycle of managed solution endpoints; (b) the specific time and date when the billing read file was generated.

Service Credits
If Badger Meter fails to meet the Monthly Billing Data Service Promise, Service Credits will be calculated as follows:

Service Credit = Managed Solution Endpoint Service Units Consumed in the Month * (1 - Monthly Billing Data Success Rate) rounded to the next whole number

For example;
Monthly Billing Data Success Rate Service Credit (Service Units per 1,000 Service Units consumed in the month)
95% 50
90% 100
80% 200
70% 300
60% 400
50% 500

Service Credit will be added to Customer’s account in the form of pre -paid Service Units for the sa me endpoint type(s).

4. MISCELLANEOUS.

Exclusions
The BEACON Portal and Service Availability Promise and Monthly Billing Data Service Promise do not apply to any of the following performance issues, in addition to other exclusions herein:
(i) Resulting from any actions or inactions of Customer, its Authorized Users or Authorized Consumers in accordance with the restrictions and requirements of this Agreement; (ii) Resulting from Customer or its supplier’s equipment, software, or other technology and/or Customer’s third-party equipment, software, or other technology outside of Badger Meter’s control;
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(iii) Caused by failures, including, but not limited to, internet connectivity, port availability, firewall configuration, or cellular networks at Customer’s location; (iv) Resulting from Customer’s breach of any term or condition under the Agreement; (v) Caused by unexpected or unintentional RF interference or signal obstruction caused by sources not present or not in use during endpoint installation; (vi) Caused by intentional RF interference or signal obstruction not present during endpoint installation, caused by third parties;
(vii) Caused by Customer, an Authorized User’s or an Authorized Consumer’s misuse or abuse of the Portal or Service;
(viii) During an event triggering a disaster recovery and for a twenty- four (24) hour period after the resumption of the Service following such an event to allow for the system to return to normal operating ranges;
(ix) Arising from Badger Meter’s suspension or termination of Customer’s right to use the BEACON Managed Solution in accordance with the Agreement;
(x) Arising from failure of Customer to follow Badger Meter’s published installation, operation and maintenance instructions and Clarifications from Badger Meter’s Preliminary Network Design; (xi) When outdoor temperatures either exceed or are below the endpoint operating temperature range as described in the applicable product data sheet.
(xii) Accounts read using manual, touch read, handheld and mobile technology are not included as part of the Monthly Billing Data Service Promise, as these reading technologies are outside of Badger Meter’s control.

In the event Badger Meter does not meet a Service Promise hereunder, Badger Meter will conduct a commercially reasonable root cause analysis of the Service promise failure. If Badger Meter’s analysis is inconclusive, or if Badger Meter concludes that circumstances outside of Badger Meter’s control caused the Service promise failure, or if Badger Meter concludes that a failure falls under any other exclusions described hereunder, Customer will not be entitled to a Service Credit. If Badger Meter’s analysis is conclusive and that circumstances within Badger Meter’s control caused the Service failure, Customer will be eligible to receive a Service Credit as described above.

EXCEPT AS EXPRESSLY PROVIDED IN THIS SLA, THE SERVICE CREDITS SPECIFIED IN THIS SLA WILL BE CUSTOMER’S SOLE AND EXCLUSIVE REMEDY FOR BADGER METER’S FAILURE TO MEET THE SERVICE PROMISE SPECIFIED IN THIS SLA.

Badger Meter will report Service Promises and applicab le Service Credits upon request and upon a commercially reasonable frequency. Following each report, upon Customer request, the parties will discuss such performance and the extent to which any Service Credits either are appropriate or should be modified due to circumstances not captured by the reporting methodology.

Upon agreement concerning the Service Credits due, such Service Credits will be applied against Badger Meter’s charges in the months following the month in which the credits were incurred. .

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EXHIBIT 3

BEACON AMA MANAGED SOLUTION SECURITY POLICY

1. BEACON AMA Portal and Service Information Security Program. Badger Meter maintains an information security program (including the adoption and enforcement of internal policies and procedures) designed to (a) support the BEACON AMA Managed Solution, (b) identify reasonably foreseeable and internal risks to the BEACON Portal and Service security and unauthorized access to the Badger Meter Network, and (c) minimize security risks. The BEACON Portal a nd Service information security program includes the following measures:

1.1 Network Security. The Badger Meter Network is electronically accessible to employees, and contractors necessary to provide the Portal and Service. Badger Meter maintains access controls and policies to manage what access is allowed to the Badger Meter Network from each network connection and user, including the use of firewalls or functionally equivalent technology and authentication controls. Badger Meter maintains corrective action and incident response plans to respond to potential security threats.

1.2 Physical Security.

1.2.1 Physical Access Controls . Physical components of the Badger Meter Network are housed in nondescript facilities (the “ Facilities”). Physical barrier controls are used to prevent unauthorized entrance to the Facilities both at the perimeter and at building access points. Passage through the physical barriers at the Facilities requires either electronic access control validation (e.g., card access systems, etc.) or validation by human security personnel (e.g., contract or in-house security guard service, receptionist, etc.). Employees and contractors are assigned photo-ID badges that must be worn while the employees and contractors are at any of the Facilities. Vi sitors are required to sign in with designated personnel, must show appropriate identification, and are assigned a visitor ID badge that must be worn while the visitor is at any of the Facilities, and are continually escorted by authorized employees or contractors while visiting the Facilities.

1.2.2 Limited Employee and Contractor Access. Badger Meter provides access to the Facilities to those employees and contractors who have a legitimate business need for such access privileges. When an employee or contractor no longer has a business need for access privileges, the access privileges are promptly revoked, even if the empl oyee or contractor continues to be an employee of Badger Meter or its affiliates.

1.2.3 Physical Security Protections. All major access points (other than main entry doors) are maintained in a secured (locked) state. Access points to the Facilities are monitored by video surveillance cameras designed to record all individuals accessing the Facilities.

All physical access to the Facilities by employees and contractors is logged and routinely audited.

1.2.4 Pre-Employment Screening. Badger Meter conducts criminal background checks, as permitted by applicable law, as part of pre -employment screening practices for employees commensurate with the employee’s position and level of access to the Facilities. Badger Meter will not permit an employee to have access to the non-public Customer Data or perform material aspects of the Service if such employee has failed to pass such background check.
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2. Continued Evaluation. Badger Meter will conduct periodic reviews of the security of its Badger Meter Network and adequacy of its information security program as measured against industry security standards and its policies and procedures. Badger Meter will continually evalua te the security of its Badger Meter Network and associated Service to determine whether additional or different security measures are required to respond to new security risks or findings generated by the periodic reviews.

3. Customer Responsibilities. System security is a shared responsibility between Badger Meter and Customer. Customer shall assign a systems service administrator to be responsible for establishing access and usage policies. Customer shall develop commercially reasonable policies and procedures to ensure physical security, establishing account access approvals and procedures, conduct regular reviews of access rights, and provide security awareness training for staff using the Service. The administrator shall also be responsible for policies and procedures related to Authorized Consumers access to their individual data resident on the Network.

CITY OF VALLEJO CALIFORNIA.DOCX 032016
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ADDITIONAL DOCUMENTATION
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081518

A P P O I N T M E N T O F

N O N - E L E C T E D O F F I C E R S

We certify as follows:

Under authority delegated by the Badger Meter, Inc. Board of Directors to Badger Meter, Inc. executive management, the following non-elected officers are hereby appointed to execute, amend, and cancel documentation in the name of Badger Meter, Inc., in the ordinary course of business and within the scope of their job duties or as otherwise explicitly authorized by the Secretary:

Jennifer A. Awah-Manga Assistant Secretary Proposal Lead Bids and Contract Administration
Joanne K. Crumer-Pascale Assistant Treasurer Milwaukee Accounting Manager Wayne Dennis Assistant Secretary Senior Director - International Sales and Marketing and Business Development Charla D. Dury Assistant Secretary Proposal Lead Bids and Contract Administration Frank J. Fenton Assistant Secretary Director Utility Sales David A. Kutil Assistant Treasurer Milwaukee Assistant Controller Benjamin E. Loomis Assistant Secretary Milwaukee Credit Manager David A. Miller Assistant Secretary Counsel II
Pamela G. Stokke-Ceci Assistant Secretary Assistant General Counsel and Director

BY:

Kenneth C. Bockhorst William R. A. Bergum,

Chairman, President, and Chief Executive Officer Vice President - General Counsel & Secretary

Badger Meter, Inc. Badger Meter, Inc.

July 26, 2021 July 26, 2021

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Pricing Terms and Conditions
The following Terms & Conditions apply to BEACON® AMA managed solution services sold by Badger Meter, Inc. (“Badger Meter”) or one of its authorized distributors to a utility or non-utility customer (“Customer”) and are in addition to those found at https://www.badgermeter.com/certifications-legal/ and as appropriate, the BEACON General Agreement and/or BEACON Master Agreement executed by Customer.

ONE-TIME FEES

BEACON ENGA

GEMENT FEE
A one-time
BEACON AMA Engagement Fee, invoiced by Badger Meter or one of its authorized distributors, is required for all BEACON AMA managed solution deployments. This fee includes setup and activation of Customer’s BEACON AMA portfolio. Billing Integration professional services are separate and an additional fee. Fees charged to a Customer by its utility billing vendor for an interface file are separate and are the responsibility of the Customer.

SERVICE UNITS
Recurring serv
ice fees are based on asset type and assessed monthly (“Service Units”). Asset types are identified by unique Service Unit part numbers as represented in this section. Service Units will be invoiced by Badger Meter or one of its authorized distributors.

MANAGED SOL

UTION SUBSCRIPTION FEE SERVICE UNITS
Customers d
eploying a BEACON AMA managed solution will be assessed managed solution Subscription Fee Service Units, which include Customer’s license and access to the BEACON AMA software, software updates, hosting of Customer’s metering data, and technical support. Managed solution Subscription Fee Service Units (68886-101, 68886-104 and 68886-201) will be assessed monthly, per eligible managed solution endpoint in Customer’s BEACON AMA portfolio. A managed solution endpoint will consume one or more Service Units each month, based on data interval and call-in frequency, and will be assessed on the 26th of each month. Service Units will be consumed for any managed solution endpoint which has been activated or is more than six months past its original manufacturer ship date. Service Unit price may vary if purchase increment is changed.

FIXED NETWOR
K GATEWAY TRANSCEIVERS (if applicable)
Supply, i
nstallation, backhaul communication and maintenance of ORION® fixed network gateway transceivers deployed as part of a Badger Meter managed solution are included in the managed solution endpoint pricing and monthly subscription fee Service Units.

EyeOnWater
® CONSUMER ENGAGEMENT
An EyeOnWat
er® License is included for BEACON AMA managed solutions. The license includes software licensing, setup and activation of EyeOnWater consumer engagement module for managed solution accounts in Customer’s BEACON AMA portfolio. The Customer is required to have appropriate data fields provided from billing software to support EyeOnWater. Fees charged to a Customer by its utility billing vendor for interface file are separate and are the responsibility of the Customer.

BEA-FM-02132-EN-11 (March 2020)
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BEACON, EyeOnWater and ORION are registered trademarks of Badger Meter, Inc. Other trademarks appearing in this document are the property of their respective entities.

Due to continuous research, product improvements and enhancements, Badger Meter reserves the right to change product or system specifications without notice, except to the extent an outstanding contractual obligation exists. © 2020 Badger Meter, Inc. All rights reserved.

www.badgermeter.com

SERVICE UNIT PRICING AND PAYMENT

Customer will be required to submit a PO to Badger Meter or one of its authorized distributors for applicable Service Units. Initial Service Unit pricing will be held for the first 36-month term at quoted purchase increment, then subject to change thereafter.

Service Units may be purchased in Customer-defined increments except where minimum multiple purchase increments have been stated. Reorder increments will be established at time of initial purchase and may be modified at a later date. Service Unit price may vary if purchase increment is changed.

Service Unit pricing is Net to Customer and will be invoiced by Badger Meter or one of its authorized distributors based on Customer- defined Service Unit purchase increments or minimum multiple purchase increments as noted. Service Unit part numbers are denoted as 68886 and have been included in this document for cross reference with Customer pricing proposal.

Service Units will be consumed on a monthly basis, as applicable to each asset type.

Service Units are non-refundable and non-transferable to another entity without Badger Meter approval.

Service Units may be converted to like-valued, or higher, Service Units of a different asset type with Badger Meter approval.

Service Units expire ten (10) years from date of purchase. Expired Service Units will be forfeited unless converted prior to expiration.

Upon termination of a Customer’s BEACON AMA services, for whatever cause, unused Service Units will be forfeited if not converted to Badger Meter future purchase credit within ninety (90) days.

Failure to renew services at term expiration, or pay for services invoiced by Badger Meter or one of its authorized distributors, may result in termination of services and limited access to Customer’s BEACON AMA portfolio at the discretion of Badger Meter.

Once deactivated by the network carrier, ORION Cellular endpoints cannot be reactivated.

REPLACEMENT OF ENDPOINTS UNDER NETWORK GUARANTEE

The following applies only to endpoints replaced under the network guarantee described in the ORION Cellular LPWA, LTE Endpoints Managed Solution warranty doc ument (ORI-WR-02596-EN), BEACON AMA Managed Solution with ORION Cellular CDMA N and Fixed Network (SE) Water Endpoints warranty document (BEA-WR-02097-EN), or with ORION Cellular CDMA and Fixed Network (SE) Water Endpoints warranty document (BEA-WR-00719-EN). For those endpoints replaced under the network guarantee, the Customer shall be responsible for fees related to communication, including the most recently published replacement endpoint activation fee to initiate endpoint communication, and a minimum of 60 Service Units per replacement endpoint, 12 per year for five (5) years. Purchase fees for a minimum of 12 Service Units per endpoint will be billed at the time replacement endpoints are shipped, and will thereafter be billed annually in 12-unit increments at a minimum per endpoint.

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SMART WATER IS BADGER METER
Trademarks appearing in this document are the property of their respective entities. Due to continuous research, product improvements and enhancements, Badger Meter reserves the right to change product or system specifications without notice, except to the extent an outstanding contractual obligation exists. © 2021 Badger Meter, Inc. All rights reserved.
www.badgermeter.com
The Americas | Badger Meter | 4545 West Brown Deer Rd | PO Box 245036 | Milwaukee, WI 53224-9536 | 800-876-3837 | 414-355-0400 México | Badger Meter de las Americas, S.A. de C.V. | Pedro Luis Ogazón N°32 | Esq. Angelina N°24 | Colonia Guadalupe Inn | CP 01050 | México, DF | México | +52-55-5662-0882 Europe, Eastern Europe Branch Office (for Poland, Latvia, Lithuania, Estonia, Ukraine, Belarus) | Badger Meter Europe | ul. Korfantego 6 | 44-193 Knurów | Poland | +48-32-236-8787 Europe, Middle East and Africa | Badger Meter Europa GmbH | Nurtinger Str 76 | 72639 Neuffen | Germany | +49-7025-9208-0 Europe, Middle East Branch Office | Badger Meter Europe | PO Box 341442 | Dubai Silicon Oasis, Head Quarter Building, Wing C, Office #C209 | Dubai / UAE | +971-4-371 2503 Slovakia | Badger Meter Slovakia s.r.o. | Racianska 109/B | 831 02 Bratislava, Slovakia | +421-2-44 63 83 01 Asia Pacific | Badger Meter | 80 Marine Parade Rd | 19-07 Parkway Parade | Singapore 449269 | +65-63464836 Switzerland | Badger Meter Swiss AG | Mittelholzerstrasse 8 | 3006 Bern | Switzerland | +41-31-932 01 11 285
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Exhibit C
Schedule of Values

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Contractor Address:

Owner:

CIP #:

DESCRIPTION Type
QUANTITY PER

CONTRACT UNIT
TOTAL UNIT PRICE IN
CONTRACT (SELL) Sales Tax*
EXTENDED PRICE W/TAX
IN CONTRACT (SELL)
PAY REQUEST QUANTITY TOTAL
QUANTITY TO
DATE
% COMPLETED
TOTAL FOR PAY

REQUEST
DISC, M35 3/4"(7‐1/2), BRZ BTM 430SS‐1, PL, (TS‐ Product Orders 30,000 EA $ 110.00 $ 119.21 $ 3,576,375.00 0 0.00% $                        ‐ DISC, M35 3/4"(9), BRZ BTM 430SS‐1, PL, SN YR 9 Product Orders 8,200 EA $ 118.25 $ 128.15 $ 1,050,858.19 0 0.00% $                        ‐ DISC, M55 1"(10‐3/4), BRZ BTM 430SS‐1, PL, (TS‐1 Product Orders 4,100 EA $ 154.50 $ 167.44 $ 686,501.44 0 0.00% $                        ‐ EP ONLY, FOR ENC, ORION LTE‐M, THRU LD INSTL KIT, Product Orders 39,230 EA $ 81.00 $ 87.78 $ 3,443,756.51 0 0.00% $                        ‐ EP ONLY, FOR ENC, ORION LTE‐MS, THRU LD INSTL KIT, Product Orders 1 EA $ 81.00 $   87.78 $ 87.78 0 0.00% $                        ‐ IR COMMUMNICATION DEVICE KIT ‐ LTE Product Orders 5 EA $ 100.00 $ 108.38 $ 541.88 0 0.00% $                        ‐ BEACON ENGAGEMENT FEE Professional Services 1 EA $  37,500.00 $                                  ‐ $ 37,500.00 0 0.00% $                        ‐ BILLING INTEGRATION Professional Services 1 EA $  10,800.00 $                                  ‐ $ 10,800.00 0 0.00% $                        ‐ SYSTEMS INTEGRATION (Optional) Professional Services 1 EA $  21,000.00 $                                  ‐ $ 21,000.00 0 0.00% $                        ‐ ON‐SITE TRAINING, CUSTOM, TWO DAYS Professional Services 1 EA $  3,500.00 $                                  ‐ $ 3,500.00 0 0.00% $                        ‐ SINGLE SIGN ON INTEGRATION (Optional) Professional Services 1 EA $  33,000.00 $                                  ‐ $ 33,000.00 0 0.00% $                        ‐ Bonding Construction 1 EA $  247,745.55
$                                 ‐ $ 247,745.55 0 0.00% $                        ‐ Project Management Professional Services 1 EA $  463,789.63 $                                  ‐ $ 463,789.63 0 0.00% $                        ‐ 3/4" Meter & Lid Replacement Construction 34,600 EA $ 144.59 $                                 ‐ $ 5,002,814.00 0 0.00% $                        ‐ 1" Meter & Lid Replacement Construction 3,658 EA $ 144.59 $                                 ‐ $ 528,910.22 0 0.00% $                        ‐ Post‐Notification (Door Hanger) Construction 38,258 EA $ 0.64 $                                 ‐ $ 24,485.12 0 0.00% $                        ‐ Sub‐Meter GPS Construction 38,258 EA $ 3.85 $                                 ‐ $ 147,293.30 0 0.00% $                        ‐ 3/4" ‐ 1" Valve Replacement (Labor Only) Construction 1 EA $ 264.88 $                                 ‐ $ 264.88 0 0.00% $                        ‐ Meter Box Replacement (In Grass) Construction 1 EA $ 224.70 $                                  ‐ $  224.70 0 0.00% $                        ‐ Meter Box Replacement (In Concrete) Construction 1 EA $  1,232.62 $                                  ‐ $ 1,232.62 0 0.00% $                        ‐ Retrofit with Nicor ‐ 1.5" RF Construction 1 EA $ 74.47 $ 80.71 $ 80.71 0 0.00% $                        ‐ Retrofit with Nicor ‐ 2" RF Construction 1 EA $ 74.47 $ 80.71 $ 80.71 0 0.00% $                        ‐ Retrofit with Nicor ‐ 3" RF Construction 1 EA $ 148.94 $ 161.41 $ 161.41 0 0.00% $                        ‐ Retrofit with Nicor ‐ 4" RF Construction 1 EA $ 148.94 $ 161.41 $ 161.41 0 0.00% $                        ‐ Retrofit with Nicor ‐ 6" RF Construction 1 EA $ 148.94 $   161.41 $ 161.41 0 0.00% $                        ‐ Retrofit with Nicor ‐ 8" RF Construction 1 EA $ 148.94 $ 161.41 $ 161.41 0 0.00% $                        ‐ Retrofit with Nicor ‐ 10" RF Construction 1 EA $ 148.94 $ 161.41 $ 161.41 0 0.00% $                        ‐ Retrofit with Wire Splice ‐ 1.5" RF Construction 1 EA $ 99.51 $ 107.84 $ 107.84 0 0.00% $                        ‐ Retrofit with Wire Splice ‐ 2" RF Construction 1 EA $ 99.51 $ 107.84 $ 107.84 0 0.00% $                        ‐ Retrofit with Wire Splice ‐ 3" RF Construction 1 EA $ 213.14 $ 230.99 $ 230.99 0 0.00% $                        ‐ Retrofit with Wire Splice ‐ 4" RF Construction 1 EA $ 213.14 $   230.99 $ 230.99 0 0.00% $                        ‐ Retrofit with Wire Splice ‐ 6" RF Construction 1 EA $ 213.14 $ 230.99 $ 230.99 0 0.00% $                        ‐ Retrofit with Wire Splice ‐ 8" RF Construction 1 EA $ 213.14 $ 230.99 $ 230.99 0 0.00% $                        ‐ Retrofit with Wire Splice ‐ 10" RF Construction 1 EA $ 213.14 $ 230.99 $ 230.99 0 0.00% $                        ‐ WOMS ‐ Programming & Setup Professional Services 1 EA $  8,754.38 $                                  ‐ $ 8,754.38 0 0.00% $                        ‐ WOMS ‐ Integration Professional Services 1 EA $  8,754.38 $                                  ‐ $ 8,754.38 0 0.00% $                        ‐ WOMS ‐ Implementation Professional Services 38,258 EA $ 1.92 $                                 ‐ $ 73,455.36 0 0.00% $                       ‐ Work
Trailer Construction 17 EA $ 622.15 $                                 ‐ $ 10,576.55 0 0.00% $                        ‐ Storage Containers Construction 17 EA $ 992.16 $                                 ‐ $ 16,866.72 0 0.00% $                        ‐ Fencing Construction 1 EA $  9,338.00 $                                  ‐ $ 9,338.00 0 0.00% $                        ‐ Grading, Yard Prep and BMP Maintenance Construction 1 EA $  13,540.10 $                                  ‐ $ 13,540.10 0 0.00% $                        ‐ Waste and Spoil Containers Construction 17 EA $  2,042.69 $                                  ‐ $ 34,725.73 0 0.00% $                        ‐ Mobilization Construction 1 EA $  180,355.88 $                                  ‐ $ 180,355.88 0 0.00% $                        ‐ Interval Reads Discovery Meeting Professional Services 1 EA No  Charge $                                  ‐ No Charge 0 0.00% $                        ‐ Based on level of customization required to meet criteria set in discovery meeting (billed at $197.00/hour not to exceed $30,0000) Professional Services
1E A$  30,000.00 $                                  ‐ $ 30,000.00 0 0.00% $                        ‐
$ 15,669,387.04 $                       ‐
Total Contract Value TOTAL FOR
PAY REQUEST
Product Orders
Construction
Professional Services
45 $                                   ‐
$                                   ‐
TOTAL TO DATE
*The rate of sales tax to be paid shall be determined at the actual time of shipping based on the ship to location and will be included on invoices for payment by the City. 40 $                                   ‐
41 $                                   ‐
42 $                                   ‐
43 $                                   ‐
44 $                                   ‐
35 $                                   ‐
36 $                                   ‐
37 $                                   ‐
38 $                                   ‐
39 $                                   ‐
30 $                                   ‐
31 $                                   ‐
32 $                                   ‐
33 $                                   ‐
34 $                                   ‐
25 $                                   ‐
26 $                                   ‐
27 $                                   ‐
28 $                                   ‐
29 $                                   ‐
20 $                                   ‐
21 $                                   ‐
22 $                                   ‐
23 $                                   ‐
24 $                                   ‐
15 $                                   ‐
16 $                                   ‐
17 $                                   ‐
18 $                                   ‐
19 $                                   ‐
10 $                                   ‐
11 $                                   ‐
12 $                                   ‐
13 $                                   ‐
14 $                                   ‐
5 $                                   ‐
6 $                                   ‐
7 $                                   ‐
8 $                                   ‐
9 $                                   ‐
ITEM NO. TOTAL TO DATE
1 $                                   ‐
2 $                                   ‐
3 $                                   ‐
4 $                                   ‐
Badger Meter
4545 West Brown Deer Rd Milwaukee, WI 53224
Vallejo, CA
Vallejo, CA
Water Meter & Endpoint Replacement
Period to: TBD
PROJECT NO: 0901165 PO  #: TBD
Pay
Application No.
1 287
DocuSign Envelope ID: C156E555-6922-4C23-8568-53758AE3C8A0

Exhibit D
Product Warranties (those not included in Response)

288
DocuSign Envelope ID: C156E555-6922-4C23-8568-53758AE3C8A0 RDM-WR-00685-EN-09 (April 2019) Badger Meter Warranty
Lead-Free Bronze Disc Meters

PRODUCTS COVERED
This warranty shall apply to all Recordall® Lead-Free Bronze Disc Meters, models 25 through 170, when used to measure potable water, including the registers used with these meters (collectively “Product”) sold on or after January 25, 2019.

This warranty is extended only to utilities, municipalities, other commercial users and authorized Badger Meter, Inc. distributors, hereafter referred to as “Customer” and does NOT apply to consumers or any person or entity who is not an original customer of Badger Meter or its authorized distributors.

MATERIALS AND WORKMANSHIP
Badger Meter warrants Product to be free from defects in materials and workmanship appearing within the following time frames and those listed in the table below:

Housings
Twenty-five (25) years and six (6) months after shipment from Badger Meter.

Local Registers Supplied with the Meters Listed Herein
Twenty-five (25) years and six (6) months after shipment from Badger Meter.

AWWA New Meter Accuracy AWWA Repaired Meter Accuracy
(AWWA M6 Manual)
Badger Meter Extended
Low Flow Meter Accuracy
Recordall
Meter Model, Size
The meter product will meet
or exceed new meter accuracy
standards set forth in AWWA
Standard C700 for the
following periods:

The meter product will meet or exceed repaired
meter accuracy standards set forth in AWWA
Manual M-6, Chapter 5, Table 5.3 for the
following periods:

Badger Meter further warrants the meter
product to meet or exceed the following
extended low flow accuracies in excess of
AWWA standard:

Model 25,
5/8 in. and 5/8 x 3/4 in.

Five (5) years from date of
shipment or registration of
750,000 gallons, whichever
occurs first.

Fifteen (15) years from date of shipment or
registration of 2,500,000 gallons, whichever
occurs first, with a 25 gpm safe maximum
operating capacity and a 15 gpm maximum rate
for continuous operation.

Badger Meter warrants Product low flow
accuracy of 98.5% at a rate of 1/4 gpm
and low flow accuracy of 95.0% at a rate
of 1/8 gpm for five (5) years from date
of shipment or registration of 675,000
gallons, whichever occurs first.

Model 35, 3/4 in. Five (5) years from date of
shipment or registration of
750,000 gallons, whichever
occurs first.

Fifteen (15) years from date of shipment or
registration of 2,500,000 gallons, whichever
occurs first, with a 35 gpm safe maximum
operating capacity and a 25 gpm maximum rate
for continuous operation.

Badger Meter warrants Product low flow
accuracy of 97% at a rate of 3/8 gpm for
five (5) years from date of shipment or
registration of 675,000 gallons, whichever
occurs first.

Model 55, 1 in. Five (5) years from date of
shipment or registration of
1,000,000 gallons, whichever
occurs first.

Fifteen (15) years from date of shipment or
registration of 3,000,000 gallons, whichever
occurs first, with a 55 gpm safe maximum
operating capacity and a 40 gpm maximum rate
for continuous operation.

Badger Meter warrants Product low flow
accuracy of 95% at a rate of 1/2 gpm for
three (3) years from date of shipment or
registration of 575,000 gallons, whichever
occurs first.

Model 70, 1 in. Five (5) years from date of
shipment or registration of
1,100,000 gallons, whichever
occurs first.

Fifteen (15) years from date of shipment or
registration of 3,250,000 gallons, whichever
occurs first, with a 70 gpm safe maximum
operating capacity and a 50 gpm maximum rate
for continuous operation.

Badger Meter warrants Product low flow
accuracy of 95% at a rate of 3/4 gpm for
three (3) years from date of shipment
or registration of 1,100,000 gallons,
whichever occurs first.

Model 120, 1-1/2 in. Two (2) years from date of
shipment or registration of
1,600,000 gallons, whichever
occurs first.

Fifteen (15) years from date of shipment or
registration of 5,600,000 gallons, whichever
occurs first, with a 120 gpm safe maximum
operating capacity and a 80 gpm maximum rate
for continuous operation.

Badger Meter warrants Product low flow
accuracy of 95% at a rate of 1-1/4 gpm
for two (2) years from date of shipment
or registration of 1,440,000 gallons,
whichever occurs first.

Model 170, 2 in. Two (2) years from date of
shipment or registration of
2,100,000 gallons, whichever
occurs first.

Fifteen (15) years from date of shipment or
registration of 10,400,000 gallons, whichever
occurs first, with a 170 gpm safe maximum
operating capacity and a 100 gpm maximum
rate for continuous operation.

Badger Meter warrants Product low flow
accuracy of 95% at a rate of 1-1/2 gpm
for two (2) years from date of shipment
or registration of 1,890,000 gallons,
whichever occurs first.

289
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www.badgermeter.com
Recordall is a registered trademark of Badger Meter, Inc. Other trademarks appearing in this document are the property of their respective entities. Due to continuous research, product improvements and enhancements, Badger Meter reserves the right to change product or system specifications without notice, except to the extent an outstanding con- tractual obligation exists. © 2019 Badger Meter, Inc. All rights reserved.

The Americas | Badger Meter | 4545 West Brown Deer Rd | PO Box 245036 | Milwaukee, WI 53224-9536 | 800-876-3837 | 414-355-0400 México | Badger Meter de las Americas, S.A. de C.V. | Pedro Luis Ogazón N°32 | Esq. Angelina N°24 | Colonia Guadalupe Inn | CP 01050 | México, DF | México | +52-55-5662-0882 Europe, Eastern Europe Branch Office (for Poland, Latvia, Lithuania, Estonia, Ukraine, Belarus) | Badger Meter Europe | ul. Korfantego 6 | 44-193 Knurów | Poland | +48-32-236-8787 Europe, Middle East and Africa | Badger Meter Europa GmbH | Nurtinger Str 76 | 72639 Neuffen | Germany | +49-7025-9208-0 Europe, Middle East Branch Office | Badger Meter Europe | PO Box 341442 | Dubai Silicon Oasis, Head Quarter Building, Wing C, Office #C209 | Dubai / UAE | +971-4-371 2503 Slovakia | Badger Meter Slovakia s.r.o. | Racianska 109/B | 831 02 Bratislava, Slovakia | +421-2-44 63 83 01 Asia Pacific | Badger Meter | 80 Marine Parade Rd | 19-07 Parkway Parade | Singapore 449269 | +65-63464836 Switzerland | Badger Meter Swiss AG | Mittelholzerstrasse 8 | 3006 Bern | Switzerland | +41-31-932 01 11 Legacy Document Number: RD-W-4-AWWA-EN Making Water Visible®

PRODUCT RETURNS
Any Product proved to the satisfaction of Badger Meter to have failed the foregoing warranties will, at the option of
Badger Meter, be repaired or replaced without charge to the Customer. Any eligible Product repaired or replaced by
Badger Meter will retain the original Product’s warranty based on the original Product purchase date, at Badger Meter’s sole discretion. The Badger Meter obligation hereunder shall be limited to such repair and replacement and shall be conditioned upon Badger Meter receiving written notice of any alleged defect within ten (10) days after its discovery. This exclusive remedy shall not be deemed to have failed its essential purpose so long as Badger Meter is willing and able to replace defective products or issue a credit to purchaser within a reasonable time of proof to Badger Meter that a defect is involved. Product returns must be shipped by the Customer prepaid F.O.B. to the nearest Badger Meter factory or distribution center. The Customer shall be responsible for all direct and indirect costs associated with removing the original Product and reinstalling the repaired or replacement Product.

LIMITS OF LIABILITY
This warranty shall not apply to Product repaired or altered by parties other than Badger Meter. The foregoing warranty applies only to the extent that the Product is installed, serviced and operated strictly in accordance with AWWA Standard C700 and AWWA M6 Manual, as applicable. The warranty shall not apply and shall be void with respect to Product exposed to conditions other than those detailed in the Badger Meter Product
technical and/or operational literature, or which have been exposed to adverse installation conditions, damaged by any water conditions and/or water quality, including but not limited to foreign matter in the water such as dirt, sand, minerals, debris, deposits, biofilms, extreme corrosivity, or
other impurities, or which have been subject to passage of high-speed air slugs, vandalism, negligence, accident, acts of God, alteration, improper installa tion, operation or repair, or other circumstances which are beyond the reasonable control of Badger Meter. With respect to Product not manufactured by Badger Meter, the warranty obligations of Badger Meter shall in all respects conform and be limited to the warranty extended to Badger Meter by the supplier.

THE FOREGOING WARRANTIES ARE EXCLUSIVE AND IN LIEU OF

ALL OTHER EXPRESS AND IMPLIED WARRANTIES WHATSOEVER,

INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF

MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE
(except warranties of Title).

Any description of Product, whether in writing or made orally by Badger Meter or its agents, specifications, samples, models, bulletins, drawings, diagrams, engineering sheets, or similar materials used in connection with any Customer’s order are for the sole purpose of identifying Product and shall not be construed as an express warranty. Any suggestions by
Badger Meter or its agents regarding use, application or suitability of Product shall not be construed as an express warranty unless confirmed to be such in writing by
Badger Meter.

Exclusion of Consequential Damages and Disclaimer of
Other Liability
Badger Meter liability with respect to breaches of the foregoing warranty shall be limited as stated therein. Badger Meter liability shall in no event exceed the contract price.

BADGER METER SHALL NOT BE SUBJECT TO AND DISCLAIMS:
(1) ANY OTHER OBLIGATIONS OR LIABILITIES ARISING OUT
OF BREACH OF CONTRACT OR OF WARRANTY (2) ANY

OBLIGATIONS WHATSOEVER ARISING FROM TORT CLAIMS
(INCLUDING NEGLIGENCE AND STRICT LIABILITY) OR ARISING

UNDER OTHER THEORIES OF LAW WITH RESPECT TO PRODUCTS

SOLD OR SERVICES RENDERED BY BADGER METER, OR ANY

UNDERTAKINGS, ACTS OR OMISSIONS RELATING THERETO, AND
(3) ALL CONSEQUENTIAL, INCIDENTAL AND CONTINGENT
DAMAGES WHATSOEVER.
290
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ENC-WR-02058-EN-03 (June 2021) Badger Meter Warranty
HR-E® LCD
High Resolution LCD Encoder

PRODUCTS COVERED
This Badger Meter warranty shall apply to the High Resolution LCD encoder (HR-E LCD) (“Product”), sold on or after June 23, 2021.

The warranty is extended only to utilities, municipalities, or other commercial users, and authorized Badger Meter, Inc.
(Badger Meter®) distributors, hereinafter referred to as “Customer, ” and does NOT apply to consumers or any person or entity who is not an original customer of Badger Meter or its authorized distributors.

MATERIALS AND WORKMANSHIP
Badger Meter warrants the Product to be free from defects in materials and workmanship appearing within twenty (20) years and six (6) months, prorated, after shipment from Badger Meter.

This warranty is prorated as follows: For the first ten (10) years of the warranty the Product is replaced at no charge, and the warranty is prorated at price discounts during the last ten (10) years of the warranty.

Specifically, Badger Meter will repair or replace, at its discretion, a non-performing Product at no cost during the first ten (10) years of the warranty and at prorated price discounts during the last ten (10) years of the warranty. Badger Meter will apply these prorated price discounts to the Product list prices in effect at the time of Product return and according to the following prorated price discount schedule:
• Years 11 through 12—75% discount
• Years 13 through 15—50% discount
• Year 16—40% discount
• Year 17—30% discount
• Year 18—20% discount
• Years 19 through 20—10% discount
Replacement Products are warranted for and under the balance of the original applicable Product warranty.

PRODUCT RETURNS
Product failures must be proven and verified to the satisfaction of Badger Meter. The Badger Meter obligation hereunder shall be limited to such repair and replacement and shall be conditioned upon Badger Meter receiving written notice of any asserted defect within 10 (ten) days after its discovery. If the defect arises and a valid claim is received within the Warranty Period, at its option, Badger Meter will either (1) exchange the Product with a new, used or refurbished Product that is at least functionally equivalent to the original Product, or (2) refund the purchase price of the Product.

Product returns must be shipped by the Customer prepaid F.O.B. to the nearest Badger Meter factory or distribution center. The Customer shall be responsible for all direct and indirect costs associated with removing the original Product and reinstalling the repaired or replacement Product. A replacement Product assumes the remaining warranty of the original Product, or ninety (90) days from the date of replacement, whichever provides longer coverage.

LIMITS OF LIABILITY
This warranty shall not apply to any Product repaired or altered by any party other than Badger Meter. The foregoing warranty applies only to the extent that the Product is installed, serviced and operated strictly in accordance with Badger Meter instructions. The warranty shall not apply and shall be void with respect to a Product exposed to conditions other than those detailed in applicable technical literature, or which have been subject to vandalism, negligence, accident, acts of God, improper installation, operation or repair, alteration, or other circumstances which are beyond the reasonable control of Badger Meter.

With respect to products not manufactured by Badger Meter, the warranty obligations of Badger Meter shall in all respects conform and be limited to the warranty extended to Badger Meter by the supplier.

THE FOREGOING WARRANTIES ARE EXCLUSIVE AND IN LIEU OF

ALL OTHER EXPRESS AND IMPLIED WARRANTIES WHATSOEVER,

INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF

MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE
(except warranties of title).

Any description of a Product, whether in writing or made orally by Badger Meter or its agents, specifications, samples, models, bulletins, drawings, diagrams, engineering sheets or similar materials used in connection with any Customer’s order are for the sole purpose of identifying the Product and shall not be construed as an express warranty. Any suggestions by Badger Meter or its agents regarding use, application or suitability of the Product shall not be construed as an express warranty unless confirmed to be such, in writing, by Badger Meter.

EXCLUSION OF CONSEQUENTIAL DAMAGES AND

DISCLAIMER OF OTHER LIABILITY
Badger Meter liability with respect to breaches of the foregoing warranty shall be limited as stated herein. Badger Meter liability shall in no event exceed the contract price. BADGER METER SHALL NOT BE SUBJECT TO AND DISCLAIMS: (1) ANY OTHER OBLIGATIONS

OR LIABILITIES ARISING OUT OF BREACH OF CONTRACT OR OF
WARRANTY, (2) ANY OBLIGATIONS WHATSOEVER ARISING FROM

TORT CLAIMS (INCLUDING NEGLIGENCE AND STRICT LIABILITY)

OR ARISING UNDER OTHER THEORIES OF LAW WITH RESPECT TO

PRODUCTS SOLD OR SERVICES RENDERED BY BADGER METER, OR

ANY UNDERTAKINGS, ACTS OR OMISSIONS RELATING THERETO,
AND (3) ALL CONSEQUENTIAL, INCIDENTAL AND CONTINGENT
DAMAGES WHATSOEVER.
291
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www.badgermeter.com
HR-E is a registered trademark of Badger Meter, Inc. Other trademarks appearing in this document are the property of their respective entities. Due to continuous research, product improvements and enhancements, Badger Meter reserves the right to change product or system specifications without notice, except to the extent an outstanding contractual obligation exists. © 2021 Badger Meter, Inc. All rights reserved.

HR-E® LCD , High Resolution LCD Encoder
Legacy document number: LCD-W-01

SMART WATER IS BADGER METER
292
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Exhibit E
Product Data Sheets and Maintenance Documentation (those not included in the Response)

293
DocuSign Envelope ID: C156E555-6922-4C23-8568-53758AE3C8A0 RDM-DS-00467-EN-06 (July 2019)
Recordall® Disc Meters
Lead-Free Bronze Alloy, Sizes 5/8, 5/8 x 3/4, 3/4 & 1 inch NSF/ANSI Standards 61 and 372 Certified
Product Data Sheet
Model 25—5/8 in., 5/8 × 3/4 in. Model 35—3/4 in. Model 55—1 in. Model 70—1 in.

DESCRIPTION
The Recordall Disc Series meters meet or exceed the most recent revision of AWWA Standard C700 and are available in a lead-free bronze alloy. The meters comply with the lead-free provisions of the Safe Drinking Water Act, are certified to NSF/ANSI Standards 61 and 372 (Trade Designations: M25-LL, M35-LL, M55-LL, M70-LL) and carry the NSF-61 mark on the housing. All components of the lead-free bronze alloy meter (housing, measuring element, seals, and so on) comprise the certified system.

Applications: For use in measurement of potable cold water in residential
, commercial and industrial services where flow is in one direction only.

Operation: Water flows through the meter’s strainer and into the measuring chamber where it causes the disc t
o nutate. The disc,
which moves freely, nutates on its own ball, guided by a thrust roller. A drive magnet transmits the motion of the disc to a follower magnet located within the permanently sealed register. The follower magnet is connected to the register gear train. The gear train reduces the disc nutations into volume totalization units displayed on the register or encoder face.

Operating Performance: The Recordall Disc Series meters meet or exc
eed registration accuracy for the low flow rates (95%), normal operating flow rates (100 r1.5%), and maximum continuous operation flow rates as specifically stated in AWWA Standard C700.

Construction: Recordall Disc meter construction, which
complies with ANSI/A
WWA standard C700, consists of three basic
components: meter housing, measuring chamber and permanently sealed register or encoder. The meter is available in a lead-free bronze alloy with externally threaded spuds. A corrosion-resistant engineered polymer material is used for the measuring chamber.

Magnetic Drive: Direct magnetic drive, through the use of high-strength mag
nets, provides positive, reliable and dependable
register coupling for straight-reading or AMR/AMI meter reading options.

Tamper-Proof Features: Unauthorized removal of the register or encoder is inhibit
ed by the option of a tamper detection seal wire
screw, TORX® tamper-resistant seal screw or the proprietary tamper-resistant keyed seal screw. Each can be installed at the meter site or at the factory.

Maintenance: Badger Meter Recordall Disc Series meters are designed and manufac
tured to provide long-term service with
minimal maintenance. When maintenance is required, it can be performed easily either at the meter installation or at any other convenient location.

To simplify maintenance, the register, measuring chamber, and strainer can be replaced without removing the meter housing from the installation. No change gears are required for accuracy calibration. Interchangeability of parts among like-sized meters and meter models also minimizes spare parts inventory investment. The built-in strainer has an effective straining area of twice the inlet size.

Connections: Tailpieces/Unions for installations of meters on various pipe types and siz
es, including misaligned pipes, are
available as an option.

Meter Spud and Connection Sizes
Model
Size
Designation
(in.)
×
“L “
Laying
Length
(in.)
“B“
Bore Dia.
(in.)
Coupling
Nut and
Spud Thread
(in.)
Tailpiece
Pipe Thread
(NPT) (in.)
25 5/8 × 7-1/2 5/8 3/4 (5/8) 1/2
5/8 x 3/4 × 7-1/2 5/8, 3/4 1 (3/4) 3/4
35 3/4 × 7-1/2 3/4 1 (3/4) 3/4
3/4 × 9 3/4 1 (3/4) 3/4
3/4 x 1 × 9 3/4 1-1/4 (1) 1
55 1 × 10-3/4 1 1-1/4 (1) 1
70 1 × 10-3/4 1 1-1/4 (1) 1
294
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Recordall® Disc Meters, Lead-Free Bronze Alloy, Sizes 5/8, 5/8 x 3/4, 3/4 & 1 inch RDM-DS-00467-EN-06Page 2 July 2019

SPECIFICATIONS
Model 25
(5/8 in. & 5/8 × 3/4 in.)
Model 35
(3/4 in.)
Model 55
(1 in.)
Model 70
(1 in.)
Typical Operating Range
(100% r1.5%)

0.5…25 gpm
(0.11…5.7 m3/hr)

0.75…35 gpm
(0.17…7.9 m3/hr)
1…55 gpm
(0.23…12.5 m3/hr)

1.25…70 gpm
(0.28…16 m3/hr)
Low Flow

0.25 gpm
(0.057 m3/hr)
Min. 98.5%

0.375 gpm
(0.085 m3/hr)
Min. 97%

0.5 gpm
(0.11 m3/hr)
Min. 95%

0.75 gpm
(0.17 m3/hr)
Min. 95%
Maximum Continuous
Operation
15 gpm
(3.4 m
3/hr)
25 gpm
(5.7 m3/hr)
40 gpm
(9.1 m3/hr)
50 gpm
(11.3 m3/hr)
Pressure Loss at
Maximum Continuous
Operation
5/8 in. size:

3.5 psi @ 15 gpm
(0.24 bar @ 3.4 m
3/hr)
5/8 × 3/4 in. size:

2.8 psi @ 15 gpm
(0.19 bar @ 3.4 m3/hr)
5 psi @ 25 gpm
(0.37 bar @ 5.7 m3/hr)

3.4 psi @ 40 gpm
(0.23 bar @ 9.1 m3/hr)

6.5 psi @ 50 gpm
(0.45 bar @ 11.3 m3/hr)
Maximum
Operating Temperature 80° F (26° C)
Maximum
Operating Pressure 150 psi (10 bar)
Measuring Element Nutating disc, positive displacement
Meter
Connections
Available in NL bronze and engineered polymer to fit spud thread bore diameter sizes:
5/8 in. size:
5/8 in. (DN 15 mm)
5/8 × 3/4 in. size:
3/4 in. (DN 15 mm)
3/4 in. (DN 20 mm) 1 in. (DN 25 mm) 1 in. (DN 25 mm)

MATERIALS
Model 25
(5/8 in. & 5/8 × 3/4 in.)
Model 35
(3/4 in.)
Model 55
(1 in.)
Model 70
(1 in.)
Meter Housing Lead-free bronze alloy
Housing Bottom Plates
Cast iron, lead-free
bronz
e alloy,
engineered polymer
Cast iron, lead-free bronze alloy
Measuring Chamber Engineered polymer
Disc Engineered polymer
Trim Stainless steel
Strainer Engineered polymer
Disc Spindle Stainless steel Stainless steel Engineered polymer Stainless steel Magnet Ceramic Ceramic Ceramic Ceramic
Magnet Spindle Engineered polymer Stainless steel Engineered polymer Stainless steel Register Lid and Shroud Engineered polymer, bronze
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Product Data Sheet
RDM-DS-00467-EN-06 Page 3 July 2019

DIMENSIONS
Meter Size Model A
Laying Length
B
Height Reg.

C
Centerline Base Width Approx. Shipping
Weight
5/8 in. (15 mm ) 25 7-1/2 in. (190 mm) 4-15/16 in. (125 mm) 1-11/16 in. (42 mm) 4-1/4 in. (108 mm) 4-1/2 lb (2 kg) 5/8 in. × 3/4 in. (15 mm) 7-1/2 in. (190 mm) 4-15/16 in. (125 mm) 1-11/16 in. (42 mm) 4-1/4 in. (108 mm) 4-1/2 lb (2 kg) 3/4 in. (20 mm)
35 7-1/2 in. (190 mm) 5-1/4 in. (133 mm) 1-5/8 in. (41 mm) 5 in. (127 mm) 5-1/2 lb (2.5 kg) 3/4 in. (20 mm) 9 in. (229 mm) 5-1/4 in. (133 mm) 1-5/8 in. (41 mm) 5 in. (127 mm) 5-3/4 lb (2.6 kg) 3/4 in. × 1 in. (20 mm) 9 in. (229 mm) 5-1/4 in. (133 mm) 1-5/8 in. (41 mm) 5 in. (127 mm) 6 lb (2.7 kg) 1 in. (25 mm) 55 10-3/4 in. (273 mm) 6 in. (152 mm) 2-1/32 in. (52 mm) 6-1/4 in. (159 mm) 8-3/4 lb (3.9 kg) 1 in. (25 mm) 70 10-3/4 in. (273 mm) 6-1/2 in. (165 mm) 2-5/16 in. (59 mm) 7-3/4 in. (197 mm) 11-1/2 lb (5.2 kg)

REGISTERS / ENCODERS
Standard—Sweep-Hand Registration
The standard register is a straight-reading, permanently sealed magnetic drive register. Dirt, moisture, tampering and lens fogging pr
oblems are eliminated. The register has a six-odometer wheel totalization display, 360° test circle with center sweep hand, and flow finder to detect leaks. Register gearing is made of self-lubricating engineered polymer, which minimizes friction and provides long life. The multi-position register simplifies meter installation and reading. The register capacity is 10,000,000 gallons (1,000,000 ft3, 100,000 m3).

A Model 25 register is used in the following example:
0 1
4 5
6 7
8 9
2 3
Badger Meter
®
Gallons
Model
25 Recordall
®
63961-067
5/8"
0 .1
.4
.5
.6
.7
.8
.9
.2
.3Cubic Feet
Badger Meter
®
Model
25 Recordall
®
63961-053
5/8"
0 0,01
0,04
0,05
0,06
0,07
0,08
0,09
0,02
0,03
Badger Meter
®
m
Model
25 Recordall
®
3 ,
63961-007
5/8", 3/4"
5/7 m 3
Model Gallon Cubic
Feet
Cubic
Meter
25 (5/8 in.) 10 1 0.1/0.01
25 (5/8 × 3/4 in.) 10 1 0.1/0.01
35 10 1 0.1
55 10 1 0.1
70 10 1 0.1
Optional—Encoders for AMR/AMI Reading Solutions
AMR/AMI solutions are available for all Recordall Disc Series meters. All reading options can be removed from the meter without disrupting water ser
vice. Badger Meter encoders provide years of reliable, accurate readings for a variety of applications. See details at www.badgermeter.com.
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Recordall® Disc Meters, Lead-Free Bronze Alloy, Sizes 5/8, 5/8 x 3/4, 3/4 & 1 inch RDM-DS-00467-EN-06Page 4 July 2019

PRESSURE LOSS CHARTS
Rate of Flow in Gallons per Minute
Model 25 5/8 in.
1 10 100
Pressure Loss
P.S.I.
0 5
10 15
20 25
248 2 0 4 0 6 0 8 06
Model 25 5/8 × 3/4 in.
1 100
Pressure Loss
P.S.I.
0 5
10 15
20 25
24 6 8 10
Pressure Loss
P.S.I.
0 5
10 15
20 25
P.S.I.
0 5
10 15
20 25
20 40 60 80
Model 35 3/4 in.

Pressure Loss
P .S.I.
0 5
10 15
20 25
1 2 1 46 8 0 20 40 60 80 100
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Product Data Sheet
RDM-DS-00467-EN-06 Page 5 July 2019

PRESSURE LOSS CHARTS (CONTINUED)
Rate of Flow in Gallons per Minute
Model 55 1 in.
20 40 60 8010 1001 24 6 8
25 20
15 10
5 0
Pressure Loss
P .S.I.

Model 70 1 in.
20 40 60 8010 1001 24 6 8
25 20
15 10
5 0
Pressure Loss
P .S.I.
298
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Recordall® Disc Meters, Lead-Free Bronze Alloy, Sizes 5/8, 5/8 x 3/4, 3/4 & 1 inch RDM-DS-00467-EN-06Page 6 July 2019

ACCURACY CHARTS
Model 25 5/8 in.
.2 .4 .6 .8 422 0 40 608 6.1 1.0 10 100
OverRegister
UnderRegister
Accuracy Percent
15 10
5 0
5 10
-
+
Model 25 5/8 × 3/4 in.
.2 .4 .6 .8 422 0 40 608 6.1 1.0 10 100
OverRegister
UnderRegister
Accuracy Percent
15 10
5 0
5 10
-
+
Model 35 3/4 in.

OverRegister
UnderRegister
Accuracy Percent
.2 .4 .6 .8 2 4 6 8 20 40 60 80.1 1.0 10 100
15 10
5 0
5 10
-
+
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Product Data Sheet
RDM-DS-00467-EN-06 Page 7 July 2019

ACCURACY CHARTS (CONTINUED)
Model 55 1 in.
.2 .4 .6 .8 2 4 6 8 20 40 60 80.1 1.0 10 100
OverRegister
UnderRegister
Accuracy Per Cent
15 10
5 0
5 10
-
+
Model 70 1 in.
.2 .4 .6 .8 2 4 6 8 20 40 60 80.1 1.0 10 100
OverRegister
UnderRegister
Accuracy Percent
15 10
5 0
5 10
-
+
300
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www.badgermeter.com
Recordall is a registered trademark of Badger Meter, Inc. Other trademarks appearing in this document are the property of their respective entities. Due to continuous research, product improvements and enhancements, Badger Meter reserves the right to change product or system specifications without notice, except to the extent an outstanding contractual obligation exists. © 2019 Badger Meter, Inc. All rights reserved.

Recordall® Disc Meters, Lead-Free Bronze Alloy, Sizes 5/8, 5/8 x 3/4, 3/4 & 1 inch The Americas | Badger Meter | 4545 West Brown Deer Rd | PO Box 245036 | Milwaukee, WI 53224-9536 | 800-876-3837 | 414-355-0400 México | Badger Meter de las Americas, S.A. de C.V. | Pedro Luis Ogazón N°32 | Esq. Angelina N°24 | Colonia Guadalupe Inn | CP 01050 | México, DF | México | +52-55-5662-0882 Europe, Eastern Europe Branch Office (for Poland, Latvia, Lithuania, Estonia, Ukraine, Belarus) | Badger Meter Europe | ul. Korfantego 6 | 44-193 Knurów | Poland | +48-32-236-8787 Europe, Middle East and Africa | Badger Meter Europa GmbH | Nurtinger Str 76 | 72639 Neuffen | Germany | +49-7025-9208-0 Europe, Middle East Branch Office | Badger Meter Europe | PO Box 341442 | Dubai Silicon Oasis, Head Quarter Building, Wing C, Office #C209 | Dubai / UAE | +971-4-371 2503 Slovakia | Badger Meter Slovakia s.r.o. | Racianska 109/B | 831 02 Bratislava, Slovakia | +421-2-44 63 83 01 Asia Pacific | Badger Meter | 80 Marine Parade Rd | 19-07 Parkway Parade | Singapore 449269 | +65-63464836 Switzerland | Badger Meter Swiss AG | Mittelholzerstrasse 8 | 3006 Bern | Switzerland | +41-31-932 01 11 Legacy Document Numbers: RDM-DS-00062, 63, 64, 65, 66, and 74

SMART WATER IS BADGER METER
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ENC-DS-01763-EN-06 (January 2021)
HR-E® LCD Encoder
Product Data Sheet

DESCRIPTION
Applications: The High Resolution encoder (HR-E LCD) is a fully electronic, solid-state encoder with no moving parts. It is designed for use with all current Badger Meter Recordall® Disc, Turbo Series, Compound Series, Combo Series and Fire Service meters and assemblies. The HR-E LCD provides connectivity with Badger Meter ORION® and GALAXY® AMR/AMI endpoints and other AMR/AMI
technology solutions approved by Badger Meter.

OTE: NFor more detailed information, refer to the document HR-E LCD Encoder User Manual, available at
www.badgermeter.com.

Field P
rogrammable: The HR-E LCD encoder comes standard as
factory programmed to customer specifications, with the option for field programming the unit of measure, meter type, meter model, digit resolution from the encoder, billing units, and rate-of-flow time and units. Programming is performed through the IR port via a computer.

Electronic Resolution: Standard encoded output from the HR-E LCD is nine digits.

Status Indicators: Status indicators are sent as part of the encoder extended message to AMR/AMI systems such as ORION Cellular, Fixed Network and Migratable endpoints that are capable of receiving an extended message. The details can also be read through an IR interface.

Mounting: Icons on the HR-E LCD encoder face indicate encoder status and alarm conditions. The fully potted encoder assembly has a bayonet mount compatible with all Recordall Disc, Turbo Series, Compound Series, Combo Series and Fire Series meters and assemblies. The bayonet mount positions the encoder in any of four orientations for visual reading convenience. The HR-E LCD encoder can be removed from the meter without disrupting water service.

Magnetic Drive Communication: The HR-E LCD encoder detects movement of the wet side meter magnet with magnetic sensors to provide reliable and dependable encoded communication.

Tamper-resistant Features:

Unauthorized removal of the HR-E LCD encoder is inhibited by a tamper-resistant Torx® seal screw. Torx seal screws are provided as standard accessories. Optional proprietary tamper-proof screws are also available.

Magnetic sensors detect and report an attempted encoder removal. In addition, the HR-E LCD encoder is resistant to magnetic tampering. The encoder detects an attempted tamper—as well as encoder removal—and sends a tamper alarm in either situation.

Approved endpoints capable of receiving the alarms, such as ORION Cellular, Fixed Network and Migratable endpoints, can then report the tamper condition to the meter reading software.

SPECIFICATIONS
Encoder type
Straight reading, permanently sealed,
electronic LCD absolute encoder with
field-programmable option
Encoder display
Status indicators, unit of measure, billing units,
automatic toggle between 9-digit and 6-digit
consumption (segmented leak detector in this
mode), rate of flow, meter model
Unit of measure
U.S. gallons, Imperial gallons, cubic feet,
cubic meters, and liters clearly identified on
register face
Flow rate Sec
onds, minutes, and hours
Numerals 7 mm (0.28 in.) high
Weigh
t 11 ounces
Humidity 0…100% condensing
Temperature
Storage: – 40…60° C (– 40…140° F)
Max. ambient for 1 hr: 70° C (158° F)
Electronics & Display: –10…60° C (14…140° F)
Status
indicators
Electronic and visual icons for:
meter functioning correctly, meter alarm
(indicates temperature limits exceeded,
magnetic tamper or encoder removal), reverse
flow, suspected leak, 30-day no usage, end of
battery life
Signal output Industry standard ASCII format
Signal type Three-wire synchronous for AMR/AMI solutions Red = clock/power; Black = ground; Green = data
Battery Lithium thionyl chloride AA cell, fully
encapsulated within encoder housing
Battery Life 20 years (calculated) 302
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HR-E® LCD Encoder
www.badgermeter.com
GALAXY, ORION and Recordall are registered trademarks of Badger Meter, Inc. Other trademarks appearing in this document are the property of their respective entities. Due to continuous research, product improvements and enhancements, Badger Meter reserves the right to change product or system specifications without notice, except to the extent an outstanding contractual obligation exists. © 2021 Badger Meter, Inc. All rights reserved.

Legacy Document Number: LCD-T-01

SMART WATER IS BADGER METER
Construction: The housing of the HR-E LCD encoder is constructed of an engineered polymer enclosure and a polycarbonate lens.

For long-term performance, the enclosure is fully encapsulated, weatherproof, and UV-resistant to withstand harsh environments and to protect the electronics in flooded or submerged pit applications. An epoxy potting (patented design - 8,482,908) comprises the encoder bottom. Due to this unique sealing, the HR-E LCD exceeds all applicable requirements of AWWA Standard C706 and C707.

Wire Connections: The HR-E LCD encoder is available with an in-line connector for easy connection and installation to AMR/AMI endpoints. It is also available with a flying lead for a field splice connection, or fully prewired to an AMR/AMI endpoint.

Operating Characteristics: The HR-E LCD encoder is shipped in storage mode so a meter status alarm is not triggered. In storage mode, the meter model screen is displayed. Upon sensing two revolutions of the meter magnet, the encoder goes into normal operation mode. The display then automatically toggles between these four modes:
• 9-digit consumption displays for 45 seconds.
• 6-digit consumption (segmented leak detector in this mode) displays for 5 seconds.
• Rate of flow displays for 5 seconds.
• Meter model displays for 5 seconds.

DIMENSIONAL DRAWINGS
Figure 1: Top view
Figure 2: Front view

MEASUREMENT RESOLUTION
The electronic encoder output resolution of the HR-E LCD is as noted below.

Recordall
Disc Series Size (in.) 9-dial encoder
output (gal)
9-dial encoder
output (ft3)
9-dial
encoder
output (m3)
LP 5/8, 5/8 x 3/4 0.01 0.001 0.0001
M25 5/8 , 5/8 x 3/4 0.01 0.001 0.0001
M35 3/4 0.01 0.001 0.0001
M40 1 0.01 0.001 0.0001
M55 1 0.01 0.001 0.0001
M70 1 0.01 0.001 0.0001
M120 1-1/2 0.1 0.01 0.001
M170 2 0.1 0.01 0.001
Recordall
Turbo
Series
Size
(in.)
9-dial encoder
output (gal)
9-dial encoder
output (ft3)
9-dial encoder
output (m3)
T160 1-1/2 0.1 0.01 0.001
T200 2 0.1 0.01 0.001
T450 3 0.1 0.01 0.001
T1000 4 0.1 0.01 0.001
T2000 6 1 0.1 0.01
T3500 8 1 0.1 0.01
T5500 10 1 0.1 0.01
T6200 12 10 1 0.01
T6600 16 10 1 0.01
T10000 20 10 1 0.01
Recordall
Compound Series
Size
(in.)
9-dial encoder
output (gal)
9-dial encoder
output (ft3)
9-dial
encoder
output (m3)
High Side T200 2 0.1 0.01 0.001
Low Side M25 2 0.01 0.001 0.0001
High Side T450 3 0.1 0.01 0.001
Low Side M25 3 0.01 0.001 0.0001
High Side T1000 4 0.1 0.01 0.001
Low side M35 4 0.01 0.001 0.0001
High Side T2000 6 1 0.1 0.01
Low Side M35 6 0.01 0.001 0.0001
High Side T3500 8 1 0.1 0.01
Low side M120 8 0.1 0.01 0.001
OTE: NFor Fire Service Meters and Assemblies, please refer to appropriate Disc and TSM information provided above.

Figure 3: Left side view
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Recordall® Disc Series Meters
Cold Water Disc Meters, 5/8 in. to 2 in.

Installation ManualRDM-UM-00059-EN-05 (January 2018)

SAFETY INFORMATION
The installation of the Recordall® Disc Series Meters must comply with all applicable federal, state, and local rules, regulations, and codes.

Failure to read and follow these instructions can lead to misapplication or misuse of the Recordall® Disc Series Meters, resulting in personal injury and damage to equipment.

PRODUCT UNPACKING AND

INSPECTION
Upon opening the shipping container, visually inspect the product and applicable accessories for any physical damage such as scratches, loose or broken parts, or any other sign of damage that may have occurred during shipment.

OTE:1 If damage is found, request an inspection by
the carrier’s agent within 48 hours of delivery
and file a claim with the carrier. A claim for
equipment damage in transit is the sole
responsibility of the purchaser.

METER PRE-INSTALLATION
Take into account the following considerations before you begin an installation:
• Inspect the piping around the meter for suitable
conditions. The service line, valves, connections and
meter must be watertight. Repair the piping system if
pipes are corroded or damaged.
• Install the meter in the pipeline in a horizontal position so that the flow arrow on the meter housing points in
the same direction as water flow. Registration should be upright and protected from damage, freezing,
and tampering.
• Position the meter so it is accessible for installation, removal and reading.
• Verify that a suitable electrical grounding wire is properly attached to the upstream and downstream pipe
connections of the meter. The grounding wire provides an alternative path for any electrical current that may exist across the opening in the line.
• Close the curb (shutoff ) valve to relieve water pressure in the line before starting the cutting operation. Provide a high-quality upstream shut-off valve with a low
pressure drop.
• When cutting into a new section of service pipe,
flush the pipe to clear chips, pipe dope or other
plumbing residue.
• The installed meter must not be an obstacle or a hazard to the customer or interfere with public safety.
• DO NOT ATTEMPT TO USE ANY METER AS A LEVER OR

CROWBAR TO STRAIGHTEN A MISALIGNED METER
POSITION. THIS COULD DAMAGE THE METER.
• DO NOT ATTEMPT TO INSTALL A METER INTO AN

OPENING THAT IS TOO LONG BY FORCING THE PIPING
INTO PLACE WITH THE METER'S COUPLING NUTS. THIS

WILL CAUSE SERIOUS DAMAGE TO THE THREADED ENDS
OF THE METER AND HOUSING.
• TO AVOID POTENTIAL PROBLEMS, CORRECT ANY

IRREGULARITIES IN PIPE SPACING AND MISALIGNMENT
BEFORE PLACING THE METER INTO ITS POSITION.
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RDM-UM-00059-EN-05

SPECIAL INSTRUCTIONS FOR REMOVING A METER

DEPRESSURIZE THE LINE BEFORE STARTING ANY DISASSEMBL Y OPERATION. REMOVING A METER THAT IS UNDER LINE PRESSURE CAN RESUL T IN COMPONENTS BECOMING PROJECTILES , CAPABLE OF CAUSING PERSONAL INJURY .

SPECIAL FITTINGS AND ACCESSORIES
To accommodate 5/8 in., 3/4 in. and 1 in. meter installations, special fittings and accessories are available. Metal meter setters, re-setters, horns and meter yokes are available for holding the service pipe in proper alignment to the meter and laying length spacing. The metal setters and meter yokes can provide an electrical continuity to protect meters and consumers from electrical shocks.

NL bronze connections are available from Badger Meter. To compensate for minor service pipe and setting misalignment for a 5/8 in., 3/4 in. and 1 in. meter, plastic swivel connections are also available.

Cast iron or NL bronze companion flanges are available for a 1-1/2 in. and 2 in. meter.

INSTALLING RECORDALL DISC SERIES METERS
Outdoor Installations
When installed outdoors in a meter box, the disc meter should have a two- to three-inch clearance to avoid damage or strain to the service piping or meter, and to accommodate any "settling" that may occur after installation.

The service pipe in the meter box should be properly bedded to ensure that it is not axially misaligned and that it lays evenly on the bottom of the pipe trench. The backfill material covering the pipe should be placed appropriately to maintain pipe alignment in the event of eventual ground shifts. This will prevent damage to the pipe.

The service lines and the water meter must be protected from freezing. The earth covering the service line must be adequate to prevent frost penetration. Due to the smaller volume of water, service line pipes will freeze sooner than the main distribution line.

For those locations in which a remote possibility of freezing exists, thermoplastic or lead-free bronze alloy meters with cast iron bottoms are recommended.

The meter box pit should be excavated below the frost line. Even though the meter itself may be positioned above the frost line, the warmer air rising from the earth below the frost line will reduce the possibility of freezing.

Indoor Installations
As a precautionary measure when working with metallic pipes, indoor settings must be checked for electrical continuity through the service pipe before you remove or service a meter. American Water Works Association (AWWA) policy specifies that service pipes must not be used as an electrical ground. Check your local codes and practices. A permanent ground strap or metal setter must be used if electrical grounding to water services is required in your community.

This is especially important for the engineered polymer meter.

To prevent floor damage, close the valve downstream from the meter before installing or removing a meter.

Recordall® Disc Series Meters, Cold Water Disc Meters, 5/8 in. to 2 in.