Vernon City Council
August 15, 2023

EXHIBIT B

SCHEDULE
. . . .

Item 12 Page 41 of 125
California Contractor’s License # A, C10 - 486311
A Certified Minority Business Enterprise
Corporate Office: 10125 Channel Rd. Lakeside, CA. 92040 (619) 390-1988 (619) 390-1941 Inland Empire: 224 N. Sherman Ave. Corona, CA. 92882 (951) 360-1352 (951) 681-5920 Rates valid through August 31, 2026
Prevailing Wage Time and Equipment (Hourly) Rates
For Work Performed for: City of Vernon
Service Short Text UOM
September
1, 2022, to
August 31,
2023
September
1, 2023, to
August 31,
2024
September
1, 2024, to
August 31,
2025
September
1, 2025, to
August 31,
2026
Foreman (DT) HR $270.06 $274.15 $285.12 $299.37
Foreman (ST) HR $155.20 $157.54 $163.84 $172.03
Foreman (TH) HR $212.62 $215.85 $224.48 $235.71
Foreman (PVG) HR $200.38 $206.39 $214.64 $225.37
Laborer (DT) HR $144.13 $148.45 $154.39 $162.11
Laborer (ST) HR $83.15 $85.65 $89.07 $93.52
Laborer (TH) HR $111.98 $115.35 $119.96 $125.96
Laborer (PVG) HR $118.96 $122.53 $127.43 $133.80
Welder-ARC (DT) HR $199.56 $205.54 $213.76 $224.45
Welder-ARC (ST) HR $111.98 $144.26 $150.03 $157.53
Welder-ARC (TH) HR $155.22 $159.88 $166.27 $174.59
Polyethylene Fuser (DT) HR $199.56 $205.55 $213.77 $224.46 Polyethylene Fuser (ST) HR $111.98 $115.34 $119.95 $125.95 Polyethylene Fuser (TH) HR $155.22 $159.88 $166.27 $174.59 Equipment Operator (DT) HR $199.56 $205.55 $213.77 $224.46 General Conditions:
** 4 Hour minimum for all Labor and Equipment ** Equipment Delivery Time is Billable** ** All billings shall be portal to portal from the time of dispatch to the return to the location of dispatch. ** Workmen called out form home shall be billable until time of return home. ** The Customer shall bear all responsibility for permits, authorizations, rights of entry, plans, specifications, and direction of the work, and shall be responsible for the cost of same. ** All crews composed of workmen covered by these rates shall include a Foreman. ** The selection of the Foreman shall be made by A.M. Ortega based on the type of work performed. ** Teeth, cutting edges, and consumable parts shall be considered billable. ** Standard rates are for the first 8 hours of the workday, starting and ending between 7:00 AM and 5:00PM Monday through Friday.
** Double time rates are for work after the 12th hour in a single day, and for work starting after 9:00 PM or before 7:00 AM Monday to Saturday, and on all Sundays and Holidays. ** It is assumed that a single crew will carry a job to completion – crews will not be rotated during an active job.
. . . .

Item 12 Page 42 of 125
California Contractor’s License # A, C10 - 486311
A Certified Minority Business Enterprise
Corporate Office: 10125 Channel Rd. Lakeside, CA. 92040 (619) 390-1988 (619) 390-1941 Inland Empire: 224 N. Sherman Ave. Corona, CA. 92882 (951) 360-1352 (951) 681-5920 Equipment Operator (ST) HR $111.98 $115.34 $119.95 $125.95 Equipment Operator (TH) HR $149.25 $159.88 $166.27 $174.59 Equipment Operator (PVG) HR $151.54 $156.08 $162.33 $170.44 Driver/Teamster (DT) HR $138.59 $148.45 $154.39 $162.11 Driver/Teamster (ST) HR $83.15 $85.64 $89.07 $93.52
Driver/Teamster (TH) HR $111.98 $115.34 $119.95 $125.95

Designer (Journeyman) HR $147.27 $151.69 $157.76 $165.64 Sr. Designer HR $153.68 $158.29 $164.62 $172.85
Supervising Designer HR $184.70 $190.24 $197.85 $207.74

Service Short Text UOM
September
1, 2022, to
August 31,
2023
September
1, 2023, to
August 30,
2024
September
1, 2023, to
August 30,
2024
September
1, 2023, to
August 30,
2024
AirCompr-185CFMwJckHamrClay Digger & hose HR $21.70 $22.35 $23.25 $24.41 Arrow Board HR $9.14 $9.41 $9.79 $10.28
Breaker for 580 Backhoe HR $35.00 $36.05 $37.49 $39.37
Breaker for 710 Backhoe HR $43.67 $44.98 $46.78 $49.12
Backhoe-580 HR $44.50 $45.84 $47.67 $50.05
Backhoe-580 w/hammer
attachment HR $80.70 $83.12 $86.45 $90.77
Backhoe-710 HR $70.36 $72.47 $75.37 $79.14
Backhoe-710 w/hammer
attachment HR $114.03 $117.45 $122.15 $128.26
Type II Barricade DAY $0.37 $0.38 $0.40 $0.42
Type II Barricade HR $0.86 $0.89 $0.92 $0.97
Bobcat / Skidsteer HR $48.87 $50.34 $52.35 $54.97
Bobcat / Skidsteer w/ attachment HR $83.89 $86.41 $89.86 $94.36 Chipping Gun HR $3.02 $3.11 $3.24 $3.40
Large Compactor HR $40.35 $41.56 $43.22 $45.38
Delineators/Cones HR $0.29 $0.30 $0.31 $0.33
Delineators/Cones DAY $0.40 $0.41 $0.43 $0.45
. . . .

Item 12 Page 43 of 125
California Contractor’s License # A, C10 - 486311
A Certified Minority Business Enterprise
Corporate Office: 10125 Channel Rd. Lakeside, CA. 92040 (619) 390-1988 (619) 390-1941 Inland Empire: 224 N. Sherman Ave. Corona, CA. 92882 (951) 360-1352 (951) 681-5920 Core Drill up to 10” HR $201.04 $207.07 $215.35 $226.12 Dozer-Sideboom CAT D4/JD
450/equilavlnt HR $56.11 $57.79 $60.11 $63.11
Electric Flat Saw HR $201.04 $207.07 $215.35 $226.12
3 Axle Equipment Carrier HR $34.56 $35.60 $37.02 $38.87 Excavator Cat 215 or equivalent HR $119.44 $123.02 $127.94 $134.34 Excavator-Trackhoe HR $247.00 $254.41 $264.59 $277.82
Excavator-Mini HR $46.26 $47.65 $49.55 $52.03
Flat Saw up to 18” HR $177.22 $182.54 $189.84 $199.33
Flat Saw beyond 18.1” HR $177.22 $182.54 $189.84 $199.33 Telehandler Forklift-10K Capacity HR $70.75 $72.87 $75.79 $79.58 Telehandler Forklift-12K Capacity HR $82.40 $84.87 $88.27 $92.68 Telehandler Forklift-5K Capacity HR $45.56 $46.93 $48.80 $51.24 Generator HR $7.95 $8.19 $8.52 $8.94
Jackhammer-Clay digger-30 lbs HR $3.91 $4.03 $4.19 $4.40 Jackhammer-60 lbs HR $4.65 $4.79 $4.98 $5.23
Jackhammer-90 lbs HR $5.32 $5.48 $5.70 $5.98
Light Tower Daily DAY $12.25 $12.62 $13.12 $13.78
Loader-910-920Cat or JohnDeere
624-644 HR $137.89 $142.03 $147.71 $155.09
Loader-926 Cat or 1.4yd Wheel HR $99.03 $102.00 $106.08 $111.38 Mini Excavator w/ attachment HR $77.20 $79.52 $82.70 $86.83 Miscellaneous Equipment HR $1.08 $1.11 $1.16 $1.21
Cement Mixer HR $13.35 $13.75 $14.30 $15.02
Leeboy 8515 Paving Machine HR $166.99 $172.00 $178.88 $187.82 Asph Cold Planer-4hr min-255
Hp-w/belt HR $239.03 $246.20 $256.05 $268.85
Plate Delivery HR $164.28 $169.21 $175.98 $184.78
4x8 Plate Day- Non Skid DAY $4.11 $4.23 $4.40 $4.62
6x10 Plate Day- Non Skid DAY $5.84 $6.02 $6.26 $6.57
6x8 Plate Day- Non Skid DAY $5.23 $5.39 $5.60 $5.88
8x10 Plate Day- Non Skid DAY $7.14 $7.35 $7.65 $8.03
Pneumatic mole boring projectile
1" HR $19.26 $19.84 $20.63 $21.66
. . . .

Item 12 Page 44 of 125
California Contractor’s License # A, C10 - 486311
A Certified Minority Business Enterprise
Corporate Office: 10125 Channel Rd. Lakeside, CA. 92040 (619) 390-1988 (619) 390-1941 Inland Empire: 224 N. Sherman Ave. Corona, CA. 92882 (951) 360-1352 (951) 681-5920 Pneumatic mole boring projectile
2" HR $19.26 $19.84 $20.63 $21.66
Pneumatic mole boring projectile
3" HR $19.26 $19.84 $20.63 $21.66
Pneumatic mole boring projectile
4" HR $19.26 $19.84 $20.63 $21.66
Pneumatic mole boring projectile
5" HR $19.26 $19.84 $20.63 $21.66
Fresh Air Pump-Electric HR $18.27 $18.82 $19.57 $20.55
Pumps-Trash HR $20.56 $21.18 $22.02 $23.13
Water Pump 2" HR $9.03 $9.30 $9.67 $10.16
Power Puff Compactor HR $5.09 $5.24 $5.45 $5.73
Radios DAY $10.94 $11.27 $11.72 $12.30
3-5 Ton Roller (Small Asphalt
Roller) HR $48.07 $49.51 $51.49 $54.07
5-8 Ton Roller (Large Asphalt
Roller) HR $71.80 $73.95 $76.91 $80.76
Construction Signs DAY $5.70 $5.87 $6.11 $6.41
Sprayer, Emulsion-230 gallon HR $30.00 $30.90 $32.14 $33.74 Spreader-Layton HR $81.25 $83.69 $87.04 $91.39
Steel Plates Move Off Charge 0-8 EA $217.43 $223.95 $232.91 $244.56 Steel Plates Move On Charge 0-8 EA $217.43 $223.95 $232.91 $244.56 Tack Machine HR $20.38 $20.99 $21.83 $22.92
Trailer, Dolly HR $10.19 $10.50 $10.92 $11.46
Trailer-Equipment Flatbed HR $19.26 $19.84 $20.63 $21.66 Vac Trailer-800 Gallon HR $56.80 $58.50 $60.84 $63.89
Trailer-750 gallon water trailer HR $20.58 $21.20 $22.05 $23.15 Boom Truck-10-12 Ton HR $99.23 $102.21 $106.30 $111.61
Utility Bed Bucket Truck-48'-56' HR $61.51 $63.36 $65.89 $69.18 Dump Truck-10yd HR $131.74 $135.69 $141.12 $148.18
Dump Truck-10yd (DT) HR $189.81 $195.50 $203.32 $213.49 Dump Truck-10yd (TH) HR $160.77 $165.59 $172.22 $180.83 Dump Truck-5yd HR $115.11 $118.56 $123.31 $129.47
Dump Truck-5yd (DT) HR $173.19 $178.39 $185.52 $194.80
Dump Truck-5yd (TH) HR $144.15 $148.47 $154.41 $162.13
Dump Truck-Super 10 HR $140.69 $144.91 $150.71 $158.24
Dump Truck-Super 10 (DT) HR $198.77 $204.73 $212.92 $223.57 . . . .

Item 12 Page 45 of 125
California Contractor’s License # A, C10 - 486311
A Certified Minority Business Enterprise
Corporate Office: 10125 Channel Rd. Lakeside, CA. 92040 (619) 390-1988 (619) 390-1941 Inland Empire: 224 N. Sherman Ave. Corona, CA. 92882 (951) 360-1352 (951) 681-5920 Dump Truck-Super 10 (TH) HR $169.73 $174.82 $181.81 $190.91 Flatbed Truck-2 Ton HR $32.56 $33.54 $34.88 $36.62
Flatbed or Utility Bed-1 Ton HR $44.19 $45.52 $47.34 $49.70 Material Truck-2 ton wLift Gate HR $22.36 $23.03 $23.95 $25.15 Pickup Truck 1-Assist HR $15.97 $16.45 $17.11 $17.96
Pickup Truck-1 Ton wTools &
Cell-Radio HR $15.76 $16.23 $16.88 $17.73
5 Ton Service Body Truck with
Crane HR $44.30 $45.63 $47.45 $49.83
Truck Tractor & Lowboy HR $81.03 $83.46 $86.80 $91.14
Utility Truck w All necessary tools
B HR $44.30 $45.63 $47.45 $49.83
Water Truck 2000 gallon HR $45.18 $46.54 $48.40 $50.82
Water Truck 4000 gallon HR $81.63 $84.08 $87.44 $91.81
1 Ton Weld Truck w250 Amp or
Below HR $35.45 $36.51 $37.97 $39.87
Vibratory Plate HR $11.69 $12.04 $12.52 $13.15
Wacker HR $11.93 $12.29 $12.78 $13.42
Water Wagon (200-500) gallons HR $16.79 $17.29 $17.99 $18.88 120-140 Amp Arc Welder Machine HR $8.77 $9.03 $9.39 $9.86 Welding Rig-Excl Fuel HR $35.45 $36.51 $37.97 $39.87
Acetylene Welding Rig or Truck HR $32.79 $33.77 $35.12 $36.88 ARC Welding Rig or Truck HR $32.79 $33.77 $35.12 $36.88 . . . .

Item 12 Page 46 of 125

EXHIBIT C

EQUAL EMPLOYMENT OPPORTUNITY

PRACTICES PROVISIONS
A. Contractor certifies and represents that, during the performance of this Agreement, the contractor and each subcontractor shall adhere to equal opportunity employment practices to assure that applicants and employees are treated equally and are not discriminated against because of their race, religious creed, color, national origin, ancestry, handicap, sex, or age. Contractor further certifies that it will not maintain any segregated facilities.

B. Contractor agrees that it shall, in all solicitations or advertisements for applicants for employment placed by or on behalf of Contractor, state that it is an "Equal Opportunity Employer" or that all qualified applicants will receive consideration for employment without regard to their race, religious creed, color, national origin, ancestry, handicap, sex or age.

C. Contractor agrees that it shall, if requested to do so by the City, certify that it has not, in the performance of this Agreement, discriminated against applicants or employees because of their membership in a protected class.

D. Contractor agrees to provide the City with access to, and, if requested to do so by City, through its awarding authority, provide copies of all of its records pertaining or relating to its employment practices, except to the extent such records or portions of such records are confidential or privileged under state or federal law.

E. Nothing contained in this Agreement shall be construed in any manner as to require or permit any act which is prohibited by law.
. . . .

Item 12 Page 47 of 125

SERVICES AGREEMENT BETWEEN THE CITY OF VERNON AND ENERGY EXPERTS INTERNATIONAL, INC. FOR NATURAL GAS PROJECT DESIGN,

CONSTRUCTION AND REPAIR SERVICES

COVER PAGE
Contractor: Energy Experts International, Inc.

Responsible Principal of Contractor: Steve Gauthier, Sr. Vice President & General Manager
Notice Information – Contractor: Energy Experts International, Inc. 555 Twin Dolphin Drive, Suite 150
Redwood City, CA 94065
Attention: Steve Gauthier, Sr. Vice
President & General Manager
Telephone: (630) 297-9630
Notice Information – City: City of Vernon
4305 Santa Fe Avenue
Vernon, CA 90058
Attention: Todd Dusenberry,
General Manager of Public
Utilities
Telephone: (323) 583-8811 ext. 579
Commencement Date: August 31, 2023
Termination Date: August 30, 2026
Consideration: Total not to exceed $690,000 (includes all applicable sales tax); and more particularly
described in Exhibit B
Records Retention Period Three (3) years, pursuant to Section 11.20 . . . .

Item 12 Page 48 of 125

SERVICES AGREEMENT BETWEEN THE CITY OF VERNON AND ENERGY EXPERTS INTERNATIONAL, INC. FOR NATURAL GAS PROJECT DESIGN, CONSTRUCTION AND

REPAIR SERVICES
This Agreement is made between the City of Vernon, a California charter City and California municipal corporation (“City”), and Energy Experts International, Inc., a California corporation (“Contractor”).

The City and Contractor agree as follows:

1.0 EMPLOYMENT OF CONTRACTOR. City agrees to engage Contractor to perform the services as hereinafter set forth as authorized by the City Council on August 15, 2023.

2.0 SCOPE OF SERVICES.

2.1 Contractor shall perform all work necessary to complete the services set forth in the City’s Request for Proposals issued on or about May 15, 2023, and titled Natural Gas Project Design, Construction and Repair Services, and Contractor's proposal to the City ("Proposal") dated May 26, 2023, Exhibit “A”, a copy which is attached to and incorporated into this Agreement by reference.

2.2 All services shall be performed to the satisfaction of City.

2.3 All services shall be performed in a competent, professional, and satisfactory manner in accordance with the prevailing industry standards for such services.

3.0 PERSONNEL.

3.1 Contractor represents that it employs, or will employ, at its own expense, all personnel required to perform the services under this Agreement.

3.2 Contractor shall not subcontract any services to be performed by it under this Agreement without prior written approval of City.

3.3 All of the services required hereunder will be performed by Contractor or by City approved subcontractors. Contractor, and all personnel engaged in the work, shall be fully qualified and authorized or permitted under State and local law to perform such services and shall be subject to approval by the City.

4.0 TERM. The term of this Agreement shall commence on August 31, 2023, and it shall continue until August 30, 2026, unless terminated at an earlier date pursuant to the provisions thereof.

5.0 COMPENSATION AND FEES.

5.1 Contractor has established rates for the City of Vernon which are comparable to and do not exceed the best rates offered to other governmental entities in and . . . .

Item 12 Page 49 of 125

around Los Angeles County for the same services. For satisfactory and timely performance of the services, the City will pay Contractor in accordance with the payment schedule set forth in Exhibit “B” attached hereto and incorporated herein by reference.

5.2 Contractor's grand total compensation for the entire term of this Agreement, shall not exceed $690,000 without the prior authorization of the City, as appropriate, and written amendment of this Agreement.

5.3 Contractor shall, at its sole cost and expense, furnish all necessary and incidental labor, material, supplies, facilities, equipment, and transportation which may be required for furnishing services pursuant to this Agreement. Materials shall be of the highest quality. The above Agreement fee shall include all staff time and all clerical, administrative, overhead, insurance, reproduction, telephone, air travel, auto rental, subsistence, and all related costs and expenses.

5.4 City shall reimburse Contractor only for those costs or expenses specifically approved in this Agreement, or specifically approved in writing in advance by City.

Unless otherwise approved, such costs shall be limited and include nothing more than the following costs incurred by Contractor:

5.4.1 The actual costs of subcontractors for performance of any of the services that Contractor agrees to render pursuant to this Agreement, which have been approved in advance by City and awarded in accordance with this Agreement.

5.4.2 Approved reproduction charges.

5.4.3 Actual costs and/or other costs and/or payments specifically authorized in advance in writing and incurred by Contractor in the performance of this Agreement.

5.5 Contractor shall not receive any compensation for extra work performed without the prior written authorization of City. As used herein, “extra work” means any work that is determined by City to be necessary for the proper completion of the Project, but which is not included within the Scope of Services and which the parties did not reasonably anticipate would be necessary at the time of execution of this Agreement. Compensation for any authorized extra work shall be paid in accordance with the payment schedule as set forth in Exhibit “B,” if the extra work has been approved by the City.

5.6 Licenses, Permits, Fees, and Assessments. Contractor shall obtain, at Contractor’s sole cost and expense, such licenses, permits, and approvals as may be required by law for the performance of the services required by this Agreement. Contractor shall have the sole obligation to pay for any fees, assessments, and taxes, plus applicable penalties and . . . .

Item 12 Page 50 of 125

interest, which may be imposed by law and which arise from or are necessary for the performance of the Services by this Agreement.

6.0 PAYMENT.

6.1 As scheduled services are completed, Contractor shall submit to the City an invoice for the services completed, authorized expenses, and authorized extra work actually performed or incurred according to said schedule.

6.2 Each such invoice shall state the basis for the amount invoiced, including a detailed description of the services completed, the number of hours spent, reimbursable expenses incurred and any extra work performed.

6.3 Contractor shall also submit a progress report with each invoice that describes in reasonable detail the services and the extra work, if any, performed in the immediately preceding calendar month.

6.4 Contractor understands and agrees that invoices which lack sufficient detail to measure performance will be returned and not processed for payment.

6.5 City will pay Contractor the amount invoiced within thirty (30) days after the City approves the invoice.

6.6 Payment of such invoices shall be payment in full for all services, authorized costs, and authorized extra work covered by that invoice.

7.0 CITY'S RESPONSIBILITY. City shall cooperate with Contractor as may be reasonably necessary for Contractor to perform its services; and will give any required decisions as promptly as practicable so as to avoid unreasonable delay in the progress of Contractor's services.

8.0 COORDINATION OF SERVICES. Contractor agrees to work closely with City staff in the performance of Services and shall be available to City’s staff, consultants, and other staff at all reasonable times.

9.0 INDEMNITY. Contractor agrees to indemnify City, its officers, elected officials, employees and agents against, and will hold and save each of them harmless from, any and all actions, suits, claims, damages to persons or property, losses, costs, penalties, obligations, errors, omissions or liabilities (herein “claims or liabilities”), including but not limited to professional negligence, that may be asserted or claimed by any person, firm or entity arising out of or in connection with the work, operations or activities of Contractor, its agents, employees, subcontractors, or invitees, provided for herein, or arising from the acts or omissions of Contractor hereunder, or arising from Contractor’s performance of or failure to perform any term, provision, covenant or condition of this Agreement, except to the extent such . . . .

Item 12 Page 51 of 125

claims or liabilities arise from the gross negligence or willful misconduct of City, its officers, elected officials, agents or employees.

10.0 INSURANCE. Contractor shall, at its own expense, procure and maintain policies of insurance of the types and in the amounts set forth below, for the duration of the Agreement, including any extensions thereto. The policies shall state that they afford primary coverage.
i. Automobile Liability with minimum limits of at least $1,000,000 combined single limit, including owned, hired, and non-owned liability coverage. ii. Contractor agrees to subrogate automobile liability resulting from performance under this Agreement by agreeing to defend, indemnify and hold harmless, the City, and its respective employees, agents, and City Council from and against all claims, liabilities, suits, losses, damages, injuries and expenses, including all costs and reasonable attorney’s fees (“Claims”), which are attributable to any act or omission by the City under the performance of the services. The city of Vernon, its directors, commissioners, officers, employees, agents, and volunteers must be endorsed on the policy as additional insureds and under the Contractors’ policy shall be primary and non-contributory and will not seek contribution from the City’s insurance or self-insurance.
iii. General Liability with minimum limits of at least $2,000,000 per occurrence and $4,000,000 aggregate written on an Insurance Services Office (ISO) Comprehensive General Liability "occurrence" form or its equivalent for coverage on an occurrence basis. Premises/Operations and Personal Injury coverage is required. The City of Vernon, its directors, commissioners, officers, employees, agents, and volunteers must be endorsed on the policy as additional insureds as respects liability arising out of the Contractor's performance of this Agreement. The additional insured coverage under the Contractor’s policy shall be primary and non-contributory and will not seek contribution from the City’s insurance or self-insurance. (1) If Contractor employs other contractors as part of the services rendered, Contractor's Protective Coverage is required. Contractor may include all subcontractors as insureds under its own policy or shall furnish separate insurance for each subcontractor, meeting the requirements set forth herein.
(2) Contractor agrees to subrogate General Liability resulting from performance under this agreement by agreeing to defend, indemnify and hold harmless, the City, and its respective employees, agents, and City Council from and against all claims, liabilities, suits, losses, damages, . . . .

Item 12 Page 52 of 125

injuries and expenses, including all costs and reasonable attorney’s fees (“Claims”), which are attributable to any act or omission by the City under the performance of the services.
iv. Professional Errors and Omissions coverage in a sum of at least $1,000,000, where such risk is applicable. Applicable aggregates must be identified and claims history provided to determine amounts remaining under the aggregate. Contractor shall maintain such coverage for at least one (1) year after the termination of this Agreement. v. Contractors Pollution Liability (CPL) policy limit shall provide coverage of no less than $1,000,000 per claim and in the aggregate. Coverage shall apply to bodily injury; property damage, including loss of use of damaged property or of property that has not been physically inured; cleanup costs; and costs of defense, including costs and expenses incurred in the investigation, defense, or settlement of claims.
(1) Contractor shall obtain, pay for, and maintain for the duration of the Agreement CPL insurance that provides coverage for liability caused by pollution conditions arising out of the operations of the Contractor.

Coverage shall be included on behalf of the insured for covered claims arising out of the actions of independent contractors. If the insured is using Subcontractors, the policy must include work performed “by or on behalf” of the insured.
(2) All activities contemplated in the Agreement shall be specifically scheduled on the CPL policy as “covered operation.” In addition, the policy shall provide coverage for the hauling of waste from the Project site to the final disposal location, including non-owned disposal sites. (3) The policy shall specifically provide for a duty to defend on the part of the insurer. The City of Vernon, its officers, employees and agents shall be added to the policy as additional insureds by endorsement. vi. Excess Coverage – Any umbrella or excess insurance shall contain or be endorsed to contain a provision that such coverage shall also apply on a primary and noncontributory basis for the benefit of City before the City’s own insurance or self-insurance shall be called upon to project it as a named insured. Any umbrella liability policy or excess liability policy will in “following form” and will contain a provision to the effect that, if the underlying aggregate is exhausted, the excess coverage will drop down as primary insurance. vii. Contractor shall comply with the applicable sections of the California Labor Code concerning workers' compensation for injuries on the job. In addition, Contractor shall require . . . .

Item 12 Page 53 of 125

each subcontractor to similarly maintain workers’ compensation insurance in accordance with the laws for California for all of the subcontractor’s employees. Compliance is accomplished in one of the following manners:
(1) Provide copy of permissive self-insurance certificate approved by the State of California; or
(2) Secure and maintain in force a policy of workers' compensation insurance with statutory limits and Employer's Liability Insurance with a minimal limit of $1,000,000 per accident. The policy shall be endorsed to waive all rights of subrogation against City, its directors, commissioners, officers, employees, and volunteers for losses arising from performance of this Agreement; or
(3) Provide a "waiver" form certifying that no employees subject to the Labor Code's Workers' Compensation provision will be used in performance of this Agreement.
viii. Each insurance policy included in this clause shall be endorsed to state that coverage shall not be cancelled except after thirty (30) days' prior written notice to City. ix. Insurance shall be placed with insurers with a Best's rating of no less than A-VIII. x. Prior to commencement of performance, Contractor shall furnish City with a certificate of insurance for each policy. Each certificate is to be signed by a person authorized by that insurer to bind coverage on its behalf. The certificate(s) must be in a form approved by City. City may require complete, certified copies of any or all policies at any time. xi. Failure to maintain required insurance at all times shall constitute a default and material breach. In such event, Contractor shall immediately notify City and cease all performance under this Agreement until further directed by the City. In the absence of satisfactory insurance coverage, City may, at its option: (a) procure insurance with collection rights for premiums, attorney's fees and costs against Contractor by way of set-off or recoupment from sums due to Contractor, at City's option; (b) immediately terminate this Agreement and seek damages from the Contract resulting from said breach; or (c) self-insure the risk, with all damages and costs incurred, by judgment, settlement or otherwise, including attorney's fees and costs, being collectible from Contractor, by way of set-off or recoupment from any sums due to Contractor. . . . .

Item 12 Page 54 of 125

11.0 GENERAL TERMS AND CONDITIONS.

11.1 INDEPENDENT CONTRACTOR.

11.1.1 It is understood that in the performance of the services herein provided for, Contractor shall be, and is, an independent contractor, and is not an agent, officer or employee of City and shall furnish such services in its own manner and method except as required by this Agreement, or any applicable statute, rule, or regulation. Further, Contractor has and shall retain the right to exercise full control over the employment, direction, compensation and discharge of all persons employed by Contractor in the performance of the services hereunder. City assumes no liability for Contractor’s actions and performance, nor assumes responsibility for taxes, bonds, payments, or other commitments, implied or explicit, by or for Contractor. Contractor shall be solely responsible for, and shall indemnify, defend and save City harmless from all matters relating to the payment of its employees, subcontractors and independent contractors, including compliance with social security, withholding and all other wages, salaries, benefits, taxes, exactions, and regulations of any nature whatsoever.

11.1.2 Contractor acknowledges that Contractor and any subcontractors, agents or employees employed by Contractor shall not, under any circumstances, be considered employees of the City, and that they shall not be entitled to any of the benefits or rights afforded employees of City, including, but not limited to, sick leave, vacation leave, holiday pay, Public Employees Retirement System benefits, or health, life, dental, long-term disability or workers' compensation insurance benefits.

11.2 CONTRACTOR NOT AGENT. Except as the City may authorize in writing, Contractor and its subcontractors shall have no authority, express or implied, to act on behalf of or bind the City in any capacity whatsoever as agents or otherwise.

11.3 OWNERSHIP OF WORK. All documents and materials furnished by the City to Contractor shall remain the property of the City and shall be returned to the City upon termination of this Agreement. All reports, drawings, plans, specifications, computer tapes, floppy disks and printouts, studies, memoranda, computation sheets, and other documents prepared by Contractor in furtherance of the work shall be the sole property of City and shall be delivered to City whenever requested at no additional cost to the City. Contractor shall keep such documents and materials on file and available for audit by the City for at least three (3) years after completion or earlier termination of this Agreement. Contractor may make duplicate copies of such materials and documents for its own files or for such other purposes as may be authorized in writing by the City. . . . .

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11.4 CORRECTION OF WORK. Contractor shall promptly correct any defective, inaccurate or incomplete tasks, deliverables, goods, services and other work, without additional cost to the City. The performance or acceptance of services furnished by Contractor shall not relieve the Contractor from the obligation to correct subsequently discovered defects, inaccuracy, or incompleteness.

11.5 RESPONSIBILITY FOR ERRORS. Contractor shall be responsible for its work and results under this Agreement. Contractor, when requested, shall furnish clarification and/or explanation as may be required by the City, regarding any services rendered under this Agreement at no additional cost to City. In the event that an error or omission attributable to Contractor occurs, then Contractor shall, at no cost to City, provide all necessary design drawings, estimates and other Contractor professional services necessary to rectify and correct the matter to the sole satisfaction of City and to participate in any meeting required with regard to the correction.

11.6 WAIVER. The City's waiver of any term, condition, breach, or default of this Agreement shall not be considered to be a waiver of any other term, condition, default or breach, nor of a subsequent breach of the one waived. The delay or failure of either party at any time to require performance or compliance by the other of any of its obligations or agreements shall in no way be deemed a waiver of those rights to require such performance or compliance.

No waiver of any provision of this Agreement shall be effective unless in writing and executed by a duly authorized representative of the party against whom enforcement of a waiver is sought.

11.7 SUCCESSORS. This Agreement shall inure to the benefit of, and shall be binding upon, the parties hereto and their respective heirs, successors, and/or assigns.

11.8 NO ASSIGNMENT. Contractor shall not assign or transfer this Agreement or any rights hereunder without the prior written consent of the City and approval by the City Attorney, which may be withheld in the City's sole discretion. Any unauthorized assignment or transfer shall be null and void and shall constitute a material breach by the Contractor of its obligations under this Agreement. No assignment shall release the original parties from their obligations or otherwise constitute a novation.

11.9 COMPLIANCE WITH LAWS. Contractor shall comply with all Federal, State, County and City laws, ordinances, rules and regulations, which are, as amended from time to time, incorporated herein and applicable to the performance hereof. Violation of any law material to performance of this Agreement shall entitle the City to terminate the Agreement and otherwise pursue its remedies. Further, if the Contractor performs any work knowing it to be . . . .

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contrary to such laws, rules, and regulations Contractor shall be solely responsible for all costs arising therefrom.

11.10 ATTORNEY'S FEES. If any action at law or in equity is brought to enforce or interpret the terms of this Agreement, the prevailing party shall be entitled to reasonable attorney's fees, costs, and necessary disbursements in addition to any other relief to which such party may be entitled.

11.11 INTERPRETATION.

11.11.1 Applicable Law. This Agreement shall be deemed an agreement and shall be governed by and construed in accordance with the laws of the State of California. Contractor agrees that the State and Federal courts which sit in the State of California shall have exclusive jurisdiction over all controversies and disputes arising hereunder, and submits to the jurisdiction thereof.

11.11.2 Entire Agreement. This Agreement, including any exhibits attached hereto, constitutes the entire agreement and understanding between the parties regarding its subject matter and supersedes all prior or contemporaneous negotiations, representations, understandings, correspondence, documentation, and agreements (written or oral).

11.11.3 Written Amendment. This Agreement may only be changed by written amendment executed by Contractor and the City Administrator or other authorized representative of the City, subject to any requisite authorization by the City Council. Any oral representations or modifications concerning this Agreement shall be of no force or effect.

11.11.4 Severability. If any provision in this Agreement is held by any court of competent jurisdiction to be invalid, illegal, void, or unenforceable, such portion shall be deemed severed from this Agreement, and the remaining provisions shall nevertheless continue in full force and effect as fully as though such invalid, illegal, or unenforceable portion had never been part of this Agreement.

11.11.5 Order of Precedence. In case of conflict between the terms of this Agreement and the terms contained in any document attached as an Exhibit or otherwise incorporated by reference, the terms of this Agreement shall strictly prevail. The terms of the City’s Request for Proposals shall control over the Contractor’s Proposal.

11.11.6 Construction. In the event an ambiguity or question of intent or interpretation arises with respect to this Agreement, this Agreement shall be construed as if drafted jointly by the parties and in accordance with its fair meaning. There shall be no . . . .

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presumption or burden of proof favoring or disfavoring any party by virtue of the authorship of any of the provisions of this Agreement.

11.12 TIME OF ESSENCE. Time is strictly of the essence of this agreement and each and every covenant, term, and provision hereof.

11.13 AUTHORITY OF CONTRACTOR. The Contractor hereby represents and warrants to the City that the Contractor has the right, power, legal capacity, and authority to enter into and perform its obligations under this Agreement, and its execution of this Agreement has been duly authorized.

11.14 ARBITRATION OF DISPUTES. Any dispute for under $25,000 arising out of or relating to the negotiation, construction, performance, non-performance, breach, or any other aspect of this Agreement, shall be settled by binding arbitration in accordance with the Commercial Rules of the American Arbitration Association at Los Angeles, California and judgment upon the award rendered by the Arbitrators may be entered in any court having jurisdiction thereof. The City does not waive its right to object to the timeliness or sufficiency of any claim filed or required to be filed against the City and reserves the right to conduct full discovery.

11.15 NOTICES. Any notice or demand to be given by one party to the other must be given in writing and by personal delivery or prepaid first-class, registered or certified mail, addressed as follows. Notice simply to the City of Vernon or any other City department is not adequate notice.

If to the City:

City of Vernon
Attention: Todd Dusenberry, General Manager of Public Utilities 4305 Santa Fe Avenue
Vernon, CA 90058
If to the Contractor:

Energy Experts International, Inc.

Attention: Steve Gauthier, Sr. Vice President & General Manager 555 Twin Dolphin Drive, Suite 150
Redwood City, CA 94065
Any such notice shall be deemed to have been given upon delivery, if personally delivered, or, if mailed, upon receipt, or upon expiration of three (3) business days from the date of posting, whichever is earlier. Either party may change the address at which it desires to receive notice upon giving written notice of such request to the other party. . . . .

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11.16 NO THIRD PARTY RIGHTS. This Agreement is entered into for the sole benefit of City and Contractor and no other parties are intended to be direct or incidental beneficiaries of this Agreement and no third party shall have any right or remedy in, under, or to this Agreement.

11.17 TERMINATION FOR CONVENIENCE (Without Cause). City may terminate this Agreement in whole or in part at any time, for any cause or without cause, upon fifteen (15) calendar days' written notice to Contractor. If the Agreement is thus terminated by City for reasons other than Contractor's failure to perform its obligations, City shall pay Contractor a prorated amount based on the services satisfactorily completed and accepted prior to the effective date of termination. Such payment shall be Contractor's exclusive remedy for termination without cause.

11.18 DEFAULT. In the event either party materially defaults in its obligations hereunder, the other party may declare a default and terminate this Agreement by written notice to the defaulting party. The notice shall specify the basis for the default. The Agreement shall terminate unless such default is cured before the effective date of termination stated in such notice, which date shall be no sooner than ten (10) days after the date of the notice. In case of default by Contractor, the City reserves the right to procure the goods or services from other sources and to hold the Contractor responsible for any excess costs occasioned to the City thereby. Contractor shall not be held accountable for additional costs incurred due to delay or default as a result of Force Majeure. Contractor must notify the City immediately upon knowing that non-performance or delay will apply to this Agreement as a result of Force Majeure. At that time Contractor is to submit in writing a Recovery Plan for this Agreement. If the Recovery Plan is not acceptable to the City or not received within 10 days of the necessary notification of Force Majeure default, then the City may cancel this order in its entirety at no cost to the City, owing only for goods and services completed to that point.

11.19 TERMINATION FOR CAUSE. Termination for cause shall relieve the terminating party of further liability or responsibility under this Agreement, including the payment of money, except for payment for services satisfactorily and timely performed prior to the service of the notice of termination, and except for reimbursement of (1) any payments made by the City for service not subsequently performed in a timely and satisfactory manner, and (2) costs incurred by the City in obtaining substitute performance. If this Agreement is terminated as provided herein, City may require, at no additional cost to City, that Contractor provide all finished or unfinished documents, data, and other information of any kind prepared by Contractor in connection with the performance of Services under this Agreement. Contractor . . . .

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shall be required to provide such document and other information within fifteen (15) days of the request.

11.19.1 Additional Services. In the event this Agreement is terminated in whole or in part as provided herein, City may procure, upon such terms and in such manner as it may determine appropriate, services similar to those terminated.

11.20 MAINTENANCE AND INSPECTION OF RECORDS.

The City, or its authorized auditors or representatives, shall have access to and the right to audit and reproduce any of the Contractor's records to the extent the City deems necessary to insure it is receiving all money to which it is entitled under the Agreement and/or is paying only the amounts to which Contractor is properly entitled under the Agreement or for other purposes relating to the Agreement.

The Contractor shall maintain and preserve all such records for a period of at least three (3) years after termination of the Agreement.

The Contractor shall maintain all such records in the City of Vernon. If not, the Contractor shall, upon request, promptly deliver the records to the City of Vernon or reimburse the City for all reasonable and extra costs incurred in conducting the audit at a location other than the City of Vernon, including, but not limited to, such additional (out of the City) expenses for personnel, salaries, private auditors, travel, lodging, meals, and overhead.

11.21 CONFLICT. Contractor hereby represents, warrants, and certifies that no member, officer, or employee of the Contractor is a director, officer, or employee of the City of Vernon, or a member of any of its boards, commissions, or committees, except to the extent permitted by law.

11.22 HEADINGS. Paragraphs and subparagraph headings contained in this Agreement are included solely for convenience and are not intended to modify, explain or to be a full or accurate description of the content thereof and shall not in any way affect the meaning or interpretation of this Agreement.

11.23 ENFORCEMENT OF WAGE AND HOUR LAWS. Eight hours labor constitutes a legal day's work. The Contractor, or subcontractor, if any, shall forfeit twenty-five dollars ($25) for each worker employed in the execution of this Agreement by the respective Contractor or subcontractor for each calendar day during which the worker is required or permitted to work more than 8 hours in any one calendar day and 40 hours in any one calendar week in violation of the provisions of Sections 1810 through 1815 of the California Labor Code as a penalty paid to the City; provided, however, work performed by employees of contractors in excess of 8 hours per day, and 40 hours during any one week, shall be permitted upon . . . .

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compensation for all hours worked in excess of 8 hours per day at not less than 1½ times the basic rate of pay.

11.24 PREVAILING WAGES. The provisions of California Labor Code 1770, et seq., regarding the payment of prevailing wages on public works, and related regulations, apply to all City agreements. In addition, the selected consultant and/or any subcontractor must be currently registered and qualified (including payment of any required fee) with the State Department of Industrial Relations pursuant to Labor Code section 1725.5. This project is subject to compliance monitoring and enforcement by the State Department of Industrial Relations.

11.25 EQUAL EMPLOYMENT OPPORTUNITY PRACTICES. Contractor certifies and represents that, during the performance of this Agreement, it and any other parties with whom it may subcontract shall adhere to equal employment opportunity practices to assure that applicants, employees and recipients of service are treated equally and are not discriminated against because of their race, religion, color, national origin, ancestry, disability, sex, age, medical condition, sexual orientation or marital status. Contractor further certifies that it will not maintain any segregated facilities. Contractor further agrees to comply with The Equal Employment Opportunity Practices provisions as set forth in Exhibit “C”. [Signatures Begin on Next Page].
. . . .

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IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Commencement Date stated on the cover page.

City of Vernon, a California charter City
and California municipal corporation
By: ____________________________
Carlos Fandino, City Administrator
Energy Experts International, Inc., a
California corporation
By:

Name:

Title:

ATTEST:
_______________________________
Lisa Pope, City Clerk
By:

Name:

Title:

APPROVED AS TO FORM:
_______________________________
Zaynah N. Moussa,
City Attorney
Steven Gauthier
Sr, Vice President & General Manager
. . . .

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EXHIBIT A

CONTRACTOR'S PROPOSAL
. . . .

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International
Energy
Consultants

ENERGY EXPERTS

INTERNATIONAL
Twin Dolphin Plaza
555 Twin Dolphin Drive, Suite 150
Redwood City, CA U.S.A. 94065
650/593-4261 FAX 650/593-4271
City of Vernon
Attention: Claudia Arellano, Utilities Program Analyst
4305 Santa Fe Avenue
Vernon, CA 90058
May 26, 2023
Subject: RFP for Natural Gas Project Design, Construction and Repair Services Ms. Arellano,
Energy Experts International, EEI, is an international design engineering and technical consulting company specializing in energy supply, delivery, and utilization systems and operations. EEI is pleased to submit our technical proposal in response to the city of Vernon’s Request for Proposals titled “Natural Gas Project Design, Construction, and Repair Services”. EEI’s cost proposal will be submitted as a separate sealed bid. EEI’s proposal will remain valid for a period of not less than ninety (90) days from the date of submittal. All the work that EEI performs in this project will be conducted by EEI employees. EEI will not use subcontractors on this project.

EEI is well qualified to provide the required gas transmission, distribution, and metering and regulation station design services to the city of Vernon, having provided similar services to numerous gas industry clients, including: • Ameren Corporation • Atlanta Gas Resources, Inc. • Baltimore Gas & Electric Company
• Berkshire Gas Company • California High Speed Train
Authority (TPZP-JV)
• Carolina Power & Light Company • City of Long Beach, California • Columbia Gas of Massachusetts • Consolidated Edison Company of New York
• DTE Energy • Gas Natural Fenosa (Spain) • Gas Supply Pte, Ltd., (Singapore) • Gas Technology Institute • Gaz de France Suez (France) • And others EEI’s Corporate Headquarters is in Redwood City, CA, with additional California offices including; • Engineering & Technical Services in San Ramon . . . .

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• Renewable Energy Services in Laguna Niguel • Central CA Regional Office in Fresno • Southern CA Regional Office in San Bernardino • Valve & Actuation Services in Newark EEI is able to readily dispatch personnel to VPU offices or jobsite locations as needed. EEI also has regional offices in Chicago, IL, Washington DC, and Brussels, Belgium, to support international projects.

I look forward to answering any questions you may have on our proposal and discussing it further with you as needed.

Regards,
Steve Gauthier
Sr. Vice President & General Manager
Gas & Energy Business Initiatives
Energy Experts International
1821 Walden Office Square, Suite 400
Schaumburg, IL 60173
www.eeintl.com . . . .

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PROPOSAL: E-295
Technical Proposal to Provide Natural Gas Project Design, Construction, and Repair Services
PREPARED FOR:

City of Vernon, California
4305 Santa Fe Avenue
Vernon, CA 90058
PREPARED BY:

Energy Experts International Corporate Headquarters
1621 Walden Office Square, Suite 400 555 Twin Dolphin Drive, Suite 150 Schaumburg, IL 60173 Redwood City, California 94065
Phone: 630-297-9630 Phone: 650.593.4261
Fax: 650.593.4271
May 26, 2023
EEI is a Minority Business Enterprise recognized and on file with the California Public Utilities Commission. (VON: 0FN00009) . . . .

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Natural Gas Project Design, Construction, and Repair,
Services

TABLE OF CONTENTS
1 Table of Contents 4
2 Introduction 5
3 Qualification & Criteria 5
4 Scope of Services Required 7
5 Work Plan 9
6 Fees and Costs 10
7 Demonstrated Competence 10
A Past Gas Industry Clients 10
B Past Gas Industry Projects Similar to the Work in This RFP 11 8 EEI 12
9 Affidavit of Non-Collusion 12

. . . .

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2 Introduction
EEI is pleased to submit its technical proposal in response to The City of Vernon’s (City) Request for Proposals titled “Natural Gas Project Design, Construction and Repair Services”. The City is requesting proposals from qualified contractors to provide Natural Gas Project Design, Construction, and Repair Services to conduct general design, construction and emergency repair support, on an as needed basis, for work on the City’s six-inch polyethylene (PE) gas distribution system, its ten-inch high pressure steel gas transmission system, two natural gas pressure regulator stations, service laterals and any other aspect of the City's natural gas infrastructure that may need outside support. EEI proposes to provide the City with Natural Gas Project Design Services but not services in the actual construction and repair of the City’s natural gas pipe infrastructure, except to the extent that EEI’s services might provide technical design and engineering support to construction or repair work. The engineering design services, and construction and repair support will consist of specific and unique design approaches to solve complex gas transmission and distribution issues that may arise on the City’s transmission and distribution systems and for various types of individual natural gas customers whose gas demand may vary widely. EEI will maintain a staff of experienced and qualified natural gas transmission and distribution engineers and designers to be made available to provide the City with engineering design and operational support on an as needed basis for a range of gas operations issues. These services will be provided at the request of the City for the duration required. 3 Qualification & Criteria The following is EEI’s response to the Qualification and Criteria requirements. ➢ Must have employees with extensive experience working on natural gas pipelines and infrastructure design and construction. o EEI staff have extensive experience in working on natural gas pipelines and infrastructure design. EEI has been providing these services to numerous clients for 25 years. Please see the details of company experience in Demonstrated Competence on page 10.
. . . .

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➢ Must be able to respond within a timely fashion. o EEI has approximately 200 employees on client projects. EEI staff and management are accustomed to responding rapidly to our clients. Our staffing level will allow us to respond quickly to any work requests. ➢ Must be based within reasonable distance of the City in order to readily dispatch equipment and personnel. o EEI’s Corporate Headquarters is in Redwood City, CA, with additional California offices including; ▪ Engineering & Technical Services in San Ramon ▪ Renewable Energy Services in Laguna Niguel ▪ Central CA Regional Office in Fresno ▪ Southern CA Regional Office in San Bernardino ▪ Valve & Actuation Services in Newark EEI is able to readily dispatch personnel to VPU offices or jobsite locations as needed.
➢ Must be able to respond to some smaller jobs, such as three-man crew working for two days to complete a gas service connection. o We have often provided client services that require as little as two to three days to complete and are staffed to continue to do so.
➢ At all times during performance of the Work, including full completion of all corrective work during the Correction Period, Contractor’s employees and/or subcontractors must be Operator-Qualified and appropriately certified for all Work being performed. o As an engineering consultant firm, we do not perform pipeline operator tasks that are covered under the requirements of the Operator Qualification rule in the Code of Federal Regulations. However, EEI staff is fully trained and licensed to perform the services we provide. ➢ Must provide a Pipeline and Hazardous Materials Safety Administration (PHMSA) 49 CFR Part 199-qualified Anti-Drug and Alcohol Program and Management Information System (MIS) reports, in compliance with Title 49 Part . . . .

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40 of the United States Code of Federal Regulations (CFR) and PHMSA 49 CFR Part 199. o Since EEI is not a pipeline operator we are not covered by the requirements of the Pipeline and Hazardous Materials Safety Administration (PHMSA) 49 CFR Part 199-qualified Anti-Drug and Alcohol Program and Management Information System (MIS) reports. We do, however, have our own company Drug and Alcohol-Free Work Environment policy which is attached as Appendix A.
➢ Must be registered with the Department of Industrial Relations (DIR), pursuant to Labor Code 1725.5. o EEI is registered with the Department of Industrial Relations, Registration Number: PW-LR-1000884311.
➢ The contractor(s) shall apply for, obtain, and pay for all licenses required by governing authorities for the Work. Contractor(s) shall apply and pay for a City of Vernon business license. o EEI will apply for, obtain, and pay for all licenses, including a City of Vernon business license, required by governing authorities for the Work. 4 Scope of Services Required
EEI proposes to provide the City with natural gas engineering design and construction and repair support services in these specific areas. ➢ Provide natural gas pipeline design and engineering for the construction, repair, replacement, or extension of the City’s natural gas transmission and distribution infrastructure, and pressure regulation stations, as needed. Engineering designs and drawings will be prepared for 30%, 60%, 90%, and Released for Construction design milestones. Drawings will include plan and detail views for pipe installation, abandonment, and removal. Depending upon the needs of individual projects this might include: o Coordinating field surveying to develop base background drawings. o Performing soil borings, and test holes. . . . .

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o Performing detailed engineering & design. o Preparing engineering design drawings. o Leading the effort to obtain easement, park district, city, or railroad encroachment permits.
o Developing shoring and dewatering designs. o Developing traffic control plans. o Developing restoration designs and drawings. o Identifying required construction materials and preparing a detailed Bill -ofMaterial (BOM) for construction.
o Providing material procurement support. o Providing construction oversite and engineering guidance. ➢ Upon project completion for the construction, repair, replacement, or system extension of the City’s natural gas transmission and distribution infrastructure and pressure regulation stationsprepare final as-built construction plans and drawings. Depending upon the needs of individual projects this might include: o Preparation of final as-built drawings. o Preparation of the final as-built Bill of Materials o Final restoration drawings of the jobsite. o Documentation of tests performed and their results. ➢ Consult with City and VPU staff to explore and define design and construction options to address the construction, repair, replacement, or system extension issues, needs, and opportunities of the City’s natural gas system. ➢ EEI is not proposing to provide construction and repair services in these areas :
o Welding of high-pressure steel gas pipe.
o Fusion of PE distribution line. o Pressure testing of steel and PE pipe. o Excavation and installation of steel or PE pipe. . . . .

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o Shoring of trenches and excavations (other than the development of shoring plans and drawings). o Technical and maintenance services of pressure regulator stations (other than the development of plans and drawings required to perform such services).
oPerforming traffic control management (other than the preparation of Traffic Control Plans). o Recovery services from an unforeseen event or natural disaster such as a major earthquake (other than the development of plans and drawings required to perform such services).
5 Work Plan
The work on a new project would begin with a meeting and discussion between the City’s Project Manager (PM) and EEI’s team to define the project’s needs and deliverables. Depending upon the scope and complexity of the design project, one or more EEI staff may contribute to the design work effort. The EEI team for a project would include staff from one or more of the following four Personnel Classification categories as needed: o Principal Design Engineer o Senior Design Engineer o Design Engineer o Clerical/Administrative The required work and the planned design deliverables will be determined and detailed by the City’s PM. Working with the City’s PM the EEI team will complete the required design and engineering tasks for review by the City’s PM. A typical design project might include the preparation of drawings prepared and completed for 30%, 60%, 90%, and Released for Construction design milestones. Drawings might include plan and detail views for pipe installation, abandonment, and removal. Additional profile and detail views might be developed for more complex pipe installations such as jack and bore, horizontal directional drilling (HDD), and railroad crossings. All drawings and . . . .

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designs will be completed in accordance with the requirements and approval.

Survey data and the City background maps will be utilized to show third party utility infrastructure, property lines, easements, and right-of-ways. Bills of material will be generated to include material quantities, descriptions, sizes, the City material standards and material codes. Construction project estimates will be created utilizing pipeline construction estimating tools. The final plan will be delivered to the City for use in a construction bid process. 6 Fees and Costs
Submitted in accordance with RFP requirements as a separate sealed price bid. 7 Demonstrated Competence
as Appendix B.

Statement of Qualifications which
expertise, and past industry experience is attached
Past Gas Industry Clients
has completed numerous engineering design projects for a diverse set of clients. These clients have included:

Ameren Corporation
Atlanta Gas Resources, Inc.

Baltimore Gas & Electric
Company
Berkshire Gas Company
California High Speed Train
Authority (TPZP-JV)
Carolina Power & Light Company
City of Long Beach, California
Columbia Gas of Massachusetts
Consolidated Edison Company of
New York
DTE Energy
Gas Natural Fenosa (Spain)
Gas Supply Pte, Ltd., (Singapore)
Gas Technology Institute
Gaz de France Suez (France)
And others
. . . .

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Client references can be provided upon request.

Past Gas Industry Projects Similar to the Work in This RFP Peoples Gas 33rd St. & Keeler Ave Pipeline Replacement.

EEI performed preliminary and detailed engineering and permitting work for Peoples Gas to install
designed an upstream blowdown
on a section of the pipeline installed in a city street.

Paramount Farms Meter & Regulator Station
EEI provided preliminary and detailed engineering to design and install a new meter & regulator station receiving gas from a gas storage pipeline to feed a new customer.

Main & Service Replacement Project
EEI provided engineering design services to PG&E for the replacement of 30 miles of old steel and Aldyl-A plastic gas distribution main in various communities throughout their service territory.

Engineering Design of High-Pressure Regulator Sets
EEI provided engineering designs and cost estimates for 172 gas company projects that required the rebuild of 239 high pressure regulator sets, the redesign of 28 district regulator stations, and the extension of 13 miles of new gas. distribution main.

A detailed description of these projects is Attached as Appendix C. . . . .

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8 initially include;
Phil Storment, Director of Engineering and Design. Mr. Storment will be project.

Jeff Chu, Senior Manager, Pipeline Engineering and Design. Mr. Chu will for this project.
attached as Appendix D.
9 Affidavit of Non-Collusion
EEI has completed and executed the Affidavit of Non-Collusion which is attached as Exhibit A. . . . .

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EXHIBIT A
Affidavit of Non-Collusion

. . . .

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March 2013

AFFIDAVIT OF NON-COLLUSION BY CONTRACTOR

STATE OF CALIFORNIA )
) ss

COUNTY OF LOS ANGELES )
_______________________________________________________________, being first duly sworn deposes and says that he/she is ______________________________________________________________________ (Insert "Sole Owner", "Partner", "President, "Secretary", or other proper title) of______________________________________________________________________________________ (Insert name of bidder)
who submits herewith to the City of Vernon a bid/proposal; That all statements of fact in such bid/proposal are true; That such bid/proposal was not made in the interest of or on behalf of any undisclosed person, partnership, company, association, organization or corporation; That such bid/proposal is genuine and not collusive or sham; That said bidder has not, directly or indirectly by agreement, communication or conference with anyone attempted to induce action prejudicial to the interest of the City of Vernon, or of any other bidder or anyone else interested in the proposed contract; and further That prior to the public opening and reading of bids/proposals, said bidder:
a. Did not directly or indirectly, induce or solicit anyone else to submit a false or sham bid/proposal;
b. Did not directly or indirectly, collude, conspire, connive or agree with anyone else that said bidder or anyone else would submit a false or sham bid/proposal, or that anyone should refrain from bidding or withdraw his/her bid/proposal;
c. Did not, in any manner, directly or indirectly seek by agreement, communication or conference with anyone to raise or fix the bid/proposal price of said bidder or of anyone else, or to raise or fix any overhead, profit or cost element of his/her bid/proposal price, or of that of anyone else; d. Did not, directly or indirectly, submit his/her bid/proposal price or any breakdown thereof, or the contents thereof, or divulge information or data relative thereto, to any corporation, partnership, company, association, organization, bid depository, or to any member or agent thereof, or to any individual or group of individuals, except the City of Vernon, or to any person or persons who have a partnership or other financial interest with said bidder in his/her business.

I certify under penalty of perjury that the above information is correct By:______________________________________ Title:________________________________ Steve Gauthier
Sr. VP & GM Gas & Energy Business Initiatives
Energy Experts International
Sr. VP & GM Gas & Energy Business Initiatives
Date:_____May 26, 2023_______________________________
. . . .

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APPENDIX
A
EEI’s Drug and Alcohol Policy
. . . .

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Drug and Alcohol
-Free Work Environment
May 24, 2023
EEI is committed to the health and safety of its employees, independent contractors, subcontractors, clients, vendors, and the general public. EEI requires and monitors for, a safe and professional Workplace free of any bodily harm or property damage caused by employees as a result of any use or abuse of covered substances. It further provides helpful resources available for employees suffering from addiction, and the effects of addiction, to certain covered substances.

EEI does not prohibit the lawful use of prescriptions or over-the-counter (OTC) medication or the non- impairing use of legallycovered substances, except as noted. “Personnel” includes all EEI employees, independent contractors who perform work directly for EEI, and subcontractors who perform work directly for EEI. “Workplace” means any EEI site where work is conducted, including EEI’s buildings, offices, facilities, grounds, parking lots, and garages, and includes employee’s work-related driving of their own or EEI-rented vehicles, any other site where EEI business or a work-related event is conducted, and all client and supplier worksites. “Impairment” means that any employee may not be fit for work and is based on objective factors such as the individual’s appearance, speech, behavior, or other conduct and facts that the employee possesses or is under the influence of unlawful drugs, including marijuana or alcohol, or both. An employee is fit for work if they maintain the appropriate judgment, reflexes, and mental acuity to safely, competently, and efficiently perform all duties without limitation throughout the entire workday.

EEI considers all of its job positions to require a high standard of fitness for work since engineering design and the other professional services offered to its clients can potentially cause personal injuries and/or property damage. Employees who take over-the-counter medication or other lawful medication that can be legally prescribed under both federal and state law to treat a disability should inform HR if they believe the medication will impair their job performance, safety, or the safety of others, or if they believe they need a reasonable accommodation before reporting to work while under the influence of that medication.

Employees who have properly self-identified to EEI that they are a qualified individual with a disability under the Americans with Disabilities Act may exhibit one or more of the above characteristics without being in a state of Impairment. “Covered Substances” means any legal or illegal drug, chemical, OTC medications, herbal/natural substances including marijuana, alcohol, or any other substance which when ingested, inhaled, topically applied, or administered into the body in any other manner, results in a state of Impairment, whether administered as legally prescribed or as a result of misuse/abuse or side effects.

Prohibited Conduct
No employee shall report to their Workplace in a state of Impairment nor shall any individual use any Covered Substance during or after work hours or at any Workplace, except as otherwise stated in this . . . .

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Policy. In addition to the above, EEI strictly prohibits in all Workplaces, during or after work hours, the unlawful manufacture, importation, distribution, cultivation and/or dispensing, possession or use of any illegal, controlled, regulated or other Covered Substances, drug paraphernalia or contraband, including medication not prescribed to that employee. The use of alcohol in the Workplace is also prohibited. Also, if any Covered Substances are used by any employee outside of the Workplace and after work hours to the extent that the usage results in Impairment on the next scheduled workday, then this conduct is also prohibited.

Reporting Requirements
Reasonable Suspicion Reporting - If any employee reports to the Workplace while in a state of Impairment but does not immediately self-report to their manager or HR, upon observation or other evidence including reports of reasonable suspicion of Impairment by other employees, an investigation shall be conducted which may include searches of the employee’s personal effects and EEI-provided property, e.g., work station and electronic devices, as well as a drug test. A final determination of Impairment will be made by HR or designated management. If the investigation concludes with a finding of Impairment, the employee will be subject to disciplinary action up to and including termination of employment.

Voluntary Self-Reporting - When any employee timely and voluntarily self-reports their Impairment to their manager or HR, preferably prior to entering the Workplace, EEI reserves the right to determine whether that employee should be temporarily transferred/reassigned to another job position, be subjected to drug testing, referred to Employee Assistance, placed on paid or unpaid leave, or any combination of these or other options. Depending on the circumstances, EEI also reserves the right to terminate the employment of the employee.

Drug Conviction Reporting Requirement – Employees working on federal or other governmental client projects (“Regulated Workplaces”) are required to submit a written notice to their supervisor or other designated management within five (5) calendar days that they were convicted of violating a criminal drug statute. Upon notification to EEI, EEI is then required to notify the client or contracting agency of this conviction within ten (10) calendar days from the notice of conviction.

Drug Testing
EEI conducts drug testing using one or more independent third-party vendors whose services are compliant with the Department of Health and Human Services’ “Mandatory Guidelines for Federal Workplace Drug Testing Programs.” Educational and Assistance Resources for Direct Employees Individuals who are direct employees and who are aware that they may have an alcohol or drug dependency, addiction or functional problem with any Covered Substance that causes Impairment are urged to immediately seek professional medical assistance and treatment from their medical provider.

Rehabilitation and counseling assistance may be available through EEI’s group healthcare medical provider. EEI encourages all affected employees to confidentially contact their medical provider.

An employee that has an addiction that is recognized and/or has been diagnosed as a qualified disability under federal and/or state laws may be eligible for a leave of absence to participate in a rehabilitation program. Contact EEI’s HR Director for more information. All such contacts are treated as confidential with any information shared only on a “need to know” basis or as required by law. Seeking voluntary . . . .

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help from EEI before violations of this Policy will not be used as a basis for disciplinary action. However, until the employee is considered satisfactorily rehabilitated, EEI reserves the right to take protective action such as transferring the employee to a different job or Workplace, placing certain restrictions on the employee including a leave of absence, or other action at EEI’s discretion. . . . .

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APPENDIX B
EEI’s Statement of Qualifications
. . . .

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ENERGY EXPERTS INTERNATIONAL
Statement
of
Qualifications
Corporate Headquarters
555 Twin Dolphin Drive, Suite 150
Redwood City, California 94065
United States of America
Phone: 650.593.4261 Fax: 650.593.4271
U.S. Western Region Office
Bishop Ranch 15
12657 Alcosta Blvd., Suite 140
San Ramon, California 94583
United States of America
Phone: 925.242.0446 Fax: 925.242.0454
U.S. Midwest Region Office
1821 Walden Office Square, Suite 400
Schaumburg, Illinois 60173
United States of America
Phone: 847.397.1141 Fax: 847.303.1121
U.S. Eastern Region Office
1725 I Street NW, Suite 300
Washington, District of Columbia 20006
United States of America
Phone: 202.349.1107 Fax: 202.349.3915
Technical Services Center
Bishop Ranch 15
12657 Alcosta Blvd., Suite 140 & 470
San Ramon, California 94583
United States of America
Phone: 925.242.0446 Fax: 925.242.0454
Europe Operations
Rond Point Schuman n 6 / bte 5 B-1040
Brussels, Belgium
Phone: 32.0.485.461764 Fax: 32.0.2.234.7911
Serving the Energy Industry Since 1998
JAN 2022
. . . .

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Table of Contents
TABLE OF CONTENTS ......................................................................................................................................... 1 ENERGY EXPERTS INTERNATIONAL GENERAL INFORMATION ........................................................................... 2 INTRODUCTION ........................................................................................................................................................ 2 CORPORATE INFORMATION ........................................................................................................................................ 3 KEY CONTACTS ........................................................................................................................................................ 4 SCOPE OF SERVICES .......................................................................................................................................... 5 MANAGEMENT CONSULTATION SERVICES ..................................................................................................................... 5 FIELD & TECHNICAL SERVICES ..................................................................................................................................... 5 ENGINEERING SERVICES ............................................................................................................................................. 6 ENERGY UTILIZATION CONSULTING SERVICES ................................................................................................................ 7 Renewable & Energy Efficiency ...................................................................................................................... 7 Alternatives & Technologies ........................................................................................................................... 7 LIST OF CLIENTS (PARTIAL) ......................................................................................................................................... 8 MANAGEMENT TEAM ............................................................................................................................................. 10 PROJECT PROFILES .......................................................................................................................................... 13 . . . .

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2 Energy Experts International General
Information
Introduction
Energy Experts International, Inc. (EEIntl) is an international management and technical consulting firm specializing in energy supply, delivery and utilization systems. Established in 1998, EEIntl serves a diverse client base across the United States, as well as serving numerous international clients. EEIntl's Corporate Headquarters is located in Redwood City, California in the San Francisco Bay Area, with Regional Offices situated in Washington, D C, Chicago, Illinois and a European Office in Brussels, Belgium. In addition, EEIntl has 5 Offices located throughout California supported by an Engineering & Technical Services Center in San Ramon, California.

EEIntl can provide a team of professional and technical personnel having extensive expertise in gas, electric and other utility operations to augment the evaluation of current management and operations policies, practices and procedures.

Of EEIntl’s utility expertise, the majority of its employees were former employees of major U.S. gas and electric utility companies, ranging in expertise from SMART meters to regulatory compliance, as well as to have the experience at all levels of operations from the field to executive management.

EEIntl has a staff of highly experienced and seasoned professionals in the gas and electric transmission and distribution business in all facets of engineering, maintenance and construction activities on a national level. All employees have significant, expert first-hand experience in the electric power and gas utility industries.

A unique feature of EEIntl is that the firm offers field services, as well as the traditional management, technical and engineering consulting services. Since 2011, EEIntl has partnered with the IBEW Local 1245 Union to offer services for electric storm response and pipeline inspection services to our clients.

EEIntl is well qualified by experience and expert knowledge to make technical assessments on a wide range of electric power issues, such as federal safety requirements and mandated regulatory requirements.

Consulting in the energy industry is EEIntl’s only business. As such, EEIntl is singularly focused in experience, training, resources, clients and customer service to energy-related entities. EEIntl primarily practices its expertise in three energy sectors – natural gas, electric power, and oil (crude and products). . . . .

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3 Corporate Information
Company Title: Energy Experts International, Inc. (A California Corporation) Length of Time in
Existence:
23 years (Established October 1, 1998; Incorporated July 21, 1999) Federal ID Number: 94-3335277
CA EDD Number: 453-0303-9
California
Corporation Number:
2076056
DUNS Number: 136520470
Number of
Employees:
~320+ full-time and part-time employees; more than 250 consultants retained via professional services agreement.

Brief Description of
Company’s Principal
Areas of Activity:

Energy Experts International, Inc. (EEIntl) is an international management and technical consulting firm specializing in energy supply, delivery and utilization systems. EEIntl is singularly focused and committed to providing premier management and technical consultation to energy companies, regulatory and research organizations, and end-users. EEIntl provides expertise in three energy sectors: Natural Gas, Electric Power, and Oil (crude and products). Services include: Business Development & Management; Operations Management; Support Services Management; Technology Management; Intelligence & Information; Training & Education; and Utility Engineering & Technical Services.

Corporate Diversity: EEIntl is a Minority Business Enterprise recognized and on file with the California Public Utilities Commission. (VON: 0FN00009) Website: www.eeintl.com . . . .

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4 Key Contacts
Mr. Mike Watanabe, P.E.

President & CEO
[email protected]
Mr. Donald Murray
Executive Vice President & COO
[email protected]
Mr. Steve Gauthier
Sr. Vice President & GM, Gas& Energy
Initiatives
[email protected]
Mr. Robert Suehiro, P.E.

Sr. Vice President & GM, Electric Energy
Initiatives
[email protected]
Mr. Bruce Agid
Vice President, Management Consulting &
Corporate Services
[email protected]
Mr. Pat Hayes
Vice President & GM, Energy Market
Enterprises
[email protected]
Mr. Rudy Movafagh, PhD
Vice President & Engineering and R&D
[email protected]
Mr. Cliff Simon
Vice President, Europe Operations
[email protected]
Mr. Pat Alameda
Director, Electric Operations & PM Services
[email protected]
Mr. Marc Brener
Director, Renewable Energy Services
[email protected]
Mr. Warren Brown
Manager, Gas Construction & Field Services
[email protected]
Mr. Robert Naper
Director, Field Services
[email protected]
Mr. Bob Gault
Director, Safety & Compliance
[email protected]
Mr. Doug Glover
General Manager, Southern California
Operations
[email protected]
Ms. Deborah Myers
Manager, Business Operations
[email protected]
Mr. Dave Stitt, P.E.

Director, Pipeline Engineering & Technical
Services
[email protected]
Ms. Nancy Yu
Director, Human Resources
[email protected]
. . . .

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5 Scope of Services
Management Consultation Services
EEIntl’s expertise encompasses the entire energy supply chain; from upstream to downstream issues. EEIntl is committed to bringing its expertise to clients to enable them to concentrate on “keeping their eyes” focused on their business objectives.

Effective operations management requires hands-on experience and knowledge. In light of recent safety and integrity management mandates, it is vital for utility companies to optimize the management of their assets and infrastructures. EEIntl can assist in identifying, analyzing and alleviating potential problem areas to prevent deterioration of service reliability and costly capital investments.

Energy commodities are among the most volatile markets in the world, with prices moving rapidly as supply and demand change. EEIntl’s professionals have hands-on experience with designing trading strategies, asset management, physical and derivatives trading and risk management. • Information and analysis • Regulatory and policy analysis • Research reports and “white papers” • Industry and market trends • Industry best practices and benchmarking • Feasibility studies • Due diligence • Expert witness testimony Field & Technical Services
Safety, integrity management and asset management are vital to your company's operations, reputation and bottom line. EEIntl offers a broad range of field and technical services to optimize your natural gas, electric power, and petroleum systems and operations. EEIntl’s staff of natural gas and electric utility and energy company veterans brings together extensive hands-on experience and sound technical knowledge to support your project.

EEIntl's experience in developing and/or conducting training in the United States spans the entire continental United States from the east coast to the west coast, including Puerto Rico.

Internationally, EEIntl has provided training in countries such as Bangladesh, Israel, Japan, People's Republic of China, Taiwan, Turkmenistan, United Kingdom, etc. • Training and Education • Construction and Field Support • Operations and Maintenance Support . . . .

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6 • Inspections and Audits • Operator Qualification • Process Improvements • Specialized Topics Engineering Services (and R&D)
EEIntl offers a wide range of engineering services to support our clients’ needs. EEIntl specializes in natural gas and electric operations, for both transmission and distribution functions.

Many of EEIntl’s professionals are natural gas and electric utility veterans, with decades of experience in utility project engineering and supporting activities such as design reviews, plan checks, planning/estimating and permitting. EEIntl is well positioned to meet the diverse needs of domestic and international energy companies and end-users.

EEIntl's approach to designing utility infrastructures is accomplished with the input of our field experts. A design must be cost effective, practical and incorporates the best combination of technologies. Every EEIntl design goes through an internal review process which incorporates the review by our subject matter experts having extensive years of field maintenance and operating experience to avoid the pitfalls of start-up and operational problems. EEIntl’s engineering efforts are spearheaded by a strong group of experienced design engineers, augmented by our veteran field technicians and operators.

In addition to the design of new facilities, EEIntl is equipped to assess and upgrade existing facilities. In many ways, the engineering modifications for existing facilities often presents a significant challenge in keeping costs down, while incorporating the needed upgrades for operability.

EEIntl has conducted numerous engineering assessments on facilities replacement projects, such as for vintage pipeline facilities. • Integrity Management Program (TIMP, DIMP) • Service Reliability & Improvement • Mapping & Drafting support • As-builts support • Engineering documentation and records verification • Data mining efforts and creation of technical databases • Technical feasibility studies • Economic feasibility and assessments • Project cost estimating • Project Management • Research & Development . . . .

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7 Energy Utilization Consulting Services
Renewable & Energy Efficiency
Cap-and-trade emissions trading, feed-in tariffs, “smart grid” systems; these are a few of the initiatives and innovations that have emerged as our society collectively seeks solutions to reduce greenhouse gases. EEIntl conducts research and feasibility assessments, providing risk analysis and making recommendations for investments in renewable energy and energy efficiency.

In the U.S., EEIntl routinely monitors federal, state, and regional efforts – initiatives, incentives and legislation – to promote energy efficiency and renewable energy. We interact with governmental and regulatory staff, industry stakeholders, and companies that are actively engaged in energy efficiency and renewable energy programs.

Alternatives & Technologies
EEIntl can help advise owners of industrial and commercial buildings on the most cost effective and energy efficient design for your building. EEIntl can share a range of options for you to consider.

EEIntl is at the forefront of leading energy efficient technologies and solutions.

EEIntl is available to assist in making businesses and/or homes to becoming energy independent from traditional options. A net zero building means that the total energy needs for that premise are all being produced by on-site. A net zero solution is the ideal scenario and there are current designs that can achieve this. However, getting it as close as possible to net zero is more practical and feasible. . . . .

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8 List of Clients (Partial)  Ameren Corporation  Amisragas, (Israel)  Atlanta Gas Resources, Inc.  Baltimore Gas & Electric Company  Bel Marin Keys Community Service District  BerkShire Gas Company  California High Speed Train Authority (TPZP-JV)  Carolina Power & Light Company  Chevron Corporation  Chung-Hua Institution for Economic Research, (Taiwan)  City of Long Beach, California  Columbia Gas of Massachusetts  Consolidated Edison Company of New York  Crimson Midstream, LLC  DTE Energy  Dynegy Inc.  Eliot Solutions – RYB Group (France)  Energy Charter  Equilon Enterprises, LLC  Ernst & Young, LLP  Federal Emergency Management Agency  Gas Natural Fenosa (Spain)  Gas Supply Pte, Ltd., (Singapore)  Gas Technology Institute  Gaz de France Suez (France)  Heritage Ranch Community Service District  Institute of International Education . . . .

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9  International Gas Union  Japan Gas Association  Liberty Utilities  Maine Natural Gas  Nat’l Development and Reform Commission, (Taiwan)  National Grid USA  Nisource  North Carolina Natural Gas Company  Oak Ridge National Laboratory  Osaka Gas Company, Ltd. (Japan)  Pacific Gas & Electric Company  Peoples Gas Light and Coke Company  Phillips Petroleum Company  Piedmont Gas Company  Progress Energy Corporation  RT Conduccion Integral (Mexico)  San Diego Gas & Electric Company  San Francisco International Airport  Shell Pipeline  Southern California Gas Company  Summit Natural Gas of Maine  Taiwan Power Company, (Taiwan)  Toho Gas Company, Ltd. (Japan)  Tokyo Electric Power Company, Inc. (Japan)  Tokyo Gas Company, Ltd. (Japan)  Torre Gas (Spain)  Unitil Corporation  University of California at Berkeley  Washington Gas Light . . . .

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10 Management Team
Michael T. Watanabe, P.E.

President & CEO (Board Director)
Mr. Michael Watanabe is the co-founder of Energy Experts International with 36 years of experience in the energy business. He has 25 years of gas and electric utility management and technical expertise with Pacific Gas and Electric Company (PG&E) and a diverse background that includes assignments in Engineering, Operations, Marketing and Research & Development. In addition to his experience in the regulated utility sector, he has worked with PG&E affiliates, serving in an advisory capacity to provide technical input and general market feasibility for projects in Indonesia, Taiwan, Australia and Japan. In his most recent appointment at PG&E, Mr. Watanabe served as Director of Technology Development and successfully expanded the scope of international technology exchanges with European and Asian utility companies.

Mr. Watanabe is a graduate of the University of Texas and is a licensed Professional Engineer in the state of California. He earned his MBA in Management from the University of San Francisco and attended the Engineering Executive Program at Stanford University.

Donald R. Murray
Executive Vice President & COO (Board Director)
Mr. Donald Murray is the Executive Vice President & COO as well as a Board Director with 40 years of experience in the energy industry. He has 29 years of management experience with Pacific Gas & Electric Company and a diverse background in the gas and electric utility industry. He worked as an electrical engineer early in his career and progressed to positions with increasing responsibility. In his most recent assignment, Mr. Murray was appointed as the Director of Capital Investment for the San Francisco Division. During his career, he amassed extensive experience in managing high profile assignments. One of the more difficult assignments he tackled was the planning, design and completion of a $50 million gas pipeline replacement and electric underground project in San Francisco. As a result of Mr. Murray's outstanding work management as the Division Gas & Electric Operation's manager, his Division received the Chairman's Award, the company’s highest accolade, in 1995.

Mr. Murray earned his BS degree in Electrical Engineering from the University of California, Berkeley.

Steven W. Gauthier, P.E.

Sr. Vice President & General Manager, Gas & Energy Business Initiatives Mr. Steve Gauthier is the Sr. Vice President & General Manager, Gas and Energy Business Initiatives, a veteran of 30+ years in the Energy industry and is primarily responsible for overseeing the Company’s overall Gas & (non-Electric) Energy consulting business. In this role, he is the lead executive concerning all matters related to the Natural Gas Industry and non-Electric Energy Resources.

He has held key positions in several organizations, serving as the Vice President of Research & Deployment at the Gas Technology Institute, Principle Technology Manager at the Gas Research . . . .

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11 Institute, and in his most recent capacity serving as a Business Development Manager at Dexter Magnetic Technologies. He has extensive experience in marketing and business development, as well as having a solid foundation in engineering and technical services. More recently held the position as Vice President & General Manager for the Midwest Region.

Mr. Gauthier is a licensed Professional Engineer in the state of Illinois and a graduate of Stevens Institute of Technology with a BS in Mechanical Engineering. He earned his MBA from the University of Illinois.

Robert Suehiro, P.E.

Sr. Vice President & General Manager, Electric Business Initiatives Mr. Robert Suehiro is the Sr. Vice President & General Manager, Electric Energy Initiatives, veteran of 35+ years in the Energy industry and is primarily responsible for overseeing the Company’s overall Electric Energy consulting business. In this role, he is the lead executive concerning all matters related to the Company’s services regarding the Electric Industry.

Mr. Suehiro is responsible for overseeing the Electric Design & Engineering, Project Management and the Electric Operations departments. Mr. Suehiro is a 35+ year veteran of PG&E and has held positions with increasing responsibilities from Electric Distribution Engineer to Director level positions in both the gas and electric operations. More recently he held the position as Vice President & General Manager, Electric Operations
Mr. Suehiro earned his BS Degree in Electric Engineering at California State University, Fresno and is a licensed professional electric engineer in California.

Bruce Agid
Vice President, Management Consulting & Corporate Services Mr. Agid is the Vice President of Management Consulting and Corporate Services. Mr. Agid is responsible for providing and supporting our clients with the advice and counsel of industry subject matter experts. EEI’s management consulting business covers a diverse range of support such as litigation and experts witness services, technical and business consultation, regulatory and compliance matters, as well as providing other corporate support services for our clients.

Mr. Agid developed his broad utility experience across operations and customer care through leadership assignments in Gas and Electric Field Services, Electric Switching Center Operations, Call Center Operations, Local Office Customer Service, and Meter Reading. Most recently, he was the Managing Director of Business Development.

Mr. Agid has a Bachelor of Science degree in Business Administration from San Francisco State University and serves on the Board of Directors of Utilimetrics (Utility Technology Association). . . . .

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12 Patrick F. Hayes, J.D.

Vice President & General Manager, Western Region
Mr. Pat Hayes is the Vice President & General Manager, Western Region. He is responsible for new business operations within California and the western states. Pat is a 40 year veteran of the utility business and was responsible for the provision of gas and electric services for PG&E’s customers in densely populated sectors of Northern California. He has an extensive and diverse experience interfacing with utility clients, as well as the energy industry in the private sector. He spearheaded numerous initiatives such as the EV charging station and overhead to underground conversion projects, as the Director of the Utility Design & Consulting Division for Energy Experts International.

Mr. Hayes is a graduate of the University of San Francisco and has a Law Degree from Empire College.

Rudy Movafagh, PhD
Vice President, Engineering and R&D
Dr. Rudy Movafagh is the Vice President, Engineering and R&D/ He is responsible for all engineering services and disciplines for the Company. He is responsible for enabling and ensuring that our clients design and engineering services are delivered effectively to all our clients.

He has over 36 years of experience in Asset Management, Engineering, Design, Operation, Construction Management, and Work coordination in both public and private sectors of the electric utility industry. He has held engineering and leadership positions with companies such as Boston Edison, NSTAR and Danvers Electric. Most recently he was the Director of Electric Standards for Transmission, Substation, and Distribution at PG&E.

Cliff I. Simon
Vice President, European Operations
Mr. Cliff Simon represents Energy Experts International's business and strategic interests in Europe. He manages the Company's business operations from the Company's European Office located in Brussels, Belgium. Mr. Simon is a veteran in the energy business with over 22 years of international experience. His career as managing director of a natural gas pipe manufacturing plant in Mexico since the early 1980's gave him a unique perspective on Mexico's natural gas industry.

Mexico's dynamic privatization process included worldwide players in gas distribution, bringing Mr. Simon in contact with diverse distribution technologies, regulations and corporate cultures.

Mr. Simon expanded his international expertise working in Italy from 2000 to 2003 where he developed technical and commercial relationships with European gas consortiums. With the launch of the Brussels office in 2007, Mr. Simon has become a specialist on EU energy policy and he coordinates the Company’s projects in Europe and the Middle East.

Mr. Simon earned a BA in Economics and Management from Beloit College, Wisconsin . . . .

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13 Project Profiles
The following Project Profiles are symbolic of the type and scope of work that EEIntl has successfully managed and completed. . . . .

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ENGINEERING SERVICES

PROJECT MANAGEMENT EXPERTISE
San Francisco · Los Angeles · Chicago · Washington, D.C. · Brussels 555 Twin Dolphin Dr., Suite 150 Redwood City, CA 94065 T 650.593.4261 www.eeintl.com Cameo 05 © Energy Experts International 2021. All rights reserved. ALBERMARLE PAMLICO ECONOMIC DEVELOPMENT CORPORATION (APEC) PIPELINE PROJECT PIEDMONT NATURAL GAS, CHARLOTTE, NORTH CAROLINA For years, gas infrastructure expansion in the 14 counties has been considered largely uneconomic due to their sparse populations and a lack of existing industry. That changed when the $200 million bond package for infrastructure improvement was approved in 1999.

Carolina Power & Light (CP&L) worked with the APEC organization to develop the project plan. Subsequently, Energy Experts International (EEI) provided subject matter experts to assist with the preparations of filings with the State Commission. Once the project was approved by the Commission, EEI continued to support the project engineering and planning for the remainder of the project. In 2000, CP&L became Progress Energy.

The 600 miles of transmission pipeline (ranging in size from 4 to 12 inches in diameter) and 250 miles of distribution pipeline (2 to 6 inches in diameter) were constructed in five phases over a period of four years. EEI’s Team assisted in the coordination of construction schedules, project assessment, mitigating various field issues and resolving engineering issues.

EEI’s project team was responsible for mitigation (i.e., directional boring/marine crossings) of the numerous waters and wetlands crossing, procurement of rights-of-ways and permits for the required work as well as the pipeline routing and meter and regulation station siting. Finally, EEI also provided pipeline inspection services for the steel and PE pipeline systems.

In 2004, Progress Energy sold the pipeline system supplied to the APEC to Piedmont Natural Gas.

ABOUT PIEDMONT NATURAL GAS
Piedmont Natural Gas is an energy and services company primarily engaged in the distribution of natural gas to 725,000 residential, commercial and industrial customers in North Carolina, South Carolina and Tennessee. The Charlotte-based company is the second-largest natural gas utility in the Southeast. Piedmont is also invested in a number of non-utility, energy- related businesses including companies involved in unregulated retail natural gas and propane marketing, and interstate and intrastate natural gas storage and transportation. www.piedmontng.com . . . .

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ENGINEERING SERVICES

PROJECT MANAGEMENT EXPERTISE
San Francisco · Los Angeles · Chicago · Washington, D.C. · Brussels 555 Twin Dolphin Dr., Suite 150 Redwood City, CA 94065 T 650.593.4261 www.eeintl.com Cameo 06 © Energy Experts International 2021. All rights reserved. COPPER SERVICE REPLACEMENT PROGRAM PACIFIC GAS AND ELECTRIC, SAN FRANCISCO, CALIFORNIA Gas copper services were installed within the PG&E gas distribution system from the 1930’s to late 1960’s. Beginning in the 1930’s and continuing into the 60’s, many copper pipes were utilized in lieu of steel pipes for gas service installations. Copper pipes were installed initially because at the time they were the best solution against external corrosive elements.

Copper service pipes can be found to be either wholly installed by itself or inserted into the existing steel pipe. Over time, there have been leakages as a result of internal corrosion and external deterioration. Copper services had been replaced as a precautionary measure when identified with other projects in the same work area.

In 2006, Energy Experts International (EEI) was contracted by PG&E to locate all the copper services by searching over 50,000 distribution maps.

The process took almost 18 months to complete the review and required a stringent QA/QC process. The data was then catalogued and sorted into a database. In 2007, PG&E conducted a full assessment and developed a plan for the replacement of over 45,000 copper services. The 6-year Copper Service Replacement Program (CSRP) was launched in 2008 and continued through 2014. The goal was to replace approximately 6,500 copper services per year.

To manage this aggressive replacement program, EEI was contracted to manage the entire program and to act as a Project Management Lead in coordinating the construction schedule and financial management of the program. In addition to the project management aspects of the Program, EEI is providing field inspection and the permit coordination required with city and county entities.

ABOUT PACIFIC GAS AND ELECTRIC
Pacific Gas and Electric Company, based in San Francisco, was incorporated in California in 1905 and is one of the largest combination natural gas and electric utilities in the United States. PG&E has approximately 20,000 employees who carry out the company’s primary business – the transmission and delivery of energy. PG&E provides natural gas and electric service to approximately 15 million people throughout a 70,000-square-mile service area in northern and central California. www.pge.com . . . .

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FIELD TECHNICAL SERVICES

VALVE & ACTUATOR MAINTENANCE SERVICES
San Francisco · Los Angeles · Chicago · Washington, D.C. · Brussels 555 Twin Dolphin Dr., Suite 150 Redwood City, CA 94065 T 650.593.4261 www.eeintl.com Cameo10 © Energy Experts International 2021. All rights reserved.

VALVE AND ACTUATOR MAINTENANCE

SHELL PIPELINE COMPANY,HOUSTON,TEXAS
The pipeline infrastructure in California is controlled by a combination of common carrier and private companies. Shell Pipeline has an extensive pipeline system that carries more than 40 different kinds of crude oil and more than 20 different grades of gasoline, as well as diesel fuel, jet fuel, chemicals, and ethylene.

Northern California refineries processed 754.8 thousand barrels per day (TBD) of crude oil during 2014.

Some significant facts: • 261.6 TBD pipeline shipments • 35% of crude oil received in California overall • Northern California refineries processed 45.5% of total crude oil in California To maintain the integrity of this system, Shell engages in a very aggressive pipeline maintenance program that includes the repair and service of its infrastructure. About 59% of the petroleum products transported by pipelines is crude oil (7.6 billion barrels) and the remainder (5.3 billion barrels) is in the form of refined petroleum products.

Crude oil pipelines transport crude oil from onshore and offshore production wells and from coastal shipping terminals to refineries and chemical plants. At refineries, the oil is processed into refined products such as gasoline, heating fuel, diesel and oil feed stocks.

Energy Experts International (EEI) is supporting Shell Pipeline’s maintenance program by providing the repair and replacement of motor operated actuators and valves. EEI has replaced valves up to 30 inches in diameter across various facilities and locations in California from Tracy to Coalinga. In addition to working with Shell Pipeline, EEI has supported other oil companies, such as Chevron and the power plant facility for the City of Long Beach. All work is coordinated and managed from EEI’s Newark, California
maintenance office. ABOUT SHELL PIPELINE

COMPANY
Shell Pipeline Company’s pipeline business dates back to 1919 through the acquisition of Yarhola Pipe Line Company, later renamed Ozark Pipe Line Company.

Shell Pipeline currently owns and operates 7 tank farms across the U.S. and transports more than 1.5 billion barrels of crude oil and refined products annually through 3,800 pipeline miles across the Gulf of Mexico and 5 states.

Shell’s various non-operated ownership interests add an additional 8,000 pipeline miles. www.shell.us.com. . . . .

Item 12 Page 99 of 125

ENGINEERING TECHNICAL SERVICES

PIPELINE INTEGRITY MANAGEMENT SUPPORT
San Francisco · Los Angeles · Chicago · Washington, D.C. · Brussels 555 Twin Dolphin Dr., Suite 150 Redwood City, CA 94065 T 650.593.4261 www.eeintl.com Cameo11 © Energy Experts International 2021. All rights reserved.

PIPELINE INTEGRITY MANAGEMENT PLAN SUPPORT

SOUTHERN CALIFORNIA GAS COMPANY,LOS ANGELES,CALIFORNIA
Energy Experts International (EEI) provided staff experience in developing and managing Integrity Management Programs to support Southern California Gas Company (SoCalGas) in gathering integrity management data required by US DOT for its gas transmission pipelines.

Federal pipeline integrity regulations mandate that a
pipeline operator develop and maintain an Integrity
Management Plan (IMP) that addresses regulatory
safety requirements.

An IMP is a systematic and comprehensive program
designed to provide information and guidance to
effectively allocate resources for the appropriate
detection, prevention and mitigation activities
necessary to ensure pipeline safety.

IMP requirements apply to DOT regulated natural gas
transmission pipelines that coincide with High
Consequence Areas. These pipelines are typically
larger diameter (6” to 36”) steel pipe, operating at
pressures from 60 psig to over 1,000 psig.

High Consequence Areas are defined as areas in close proximity to a DOT-regulated pipeline that contain high population density and/or “identified sites” (known facilities housing people with limited or impaired mobility such as hospital, school, prison, recreation areas, etc.)
SoCalGas identified pipeline segments to be evaluated for compliance with federal safety requirements. Specific EEI work tasks involved the research of over 100 identified pipeline segments to obtain and validate the required integrity management data. EEI aided SoCal Gas’s efforts to ensure that the data collected for the pipeline segments are accurate so as to enable a correct evaluation of the High Consequence Areas. ABOUT SOUTHERN CALIFORNIA GAS COMPANY Southern California Gas Company provides natural gas service for approximately 21.4 million customers, spanning roughly 20,000 square miles of California, extending from Visalia in the north to the Mexican border in the south. The company is the largest natural gas distribution company in the United States. www.socalgas.com . . . .

Item 12 Page 100 of 125

CONSULTING SERVICES

GRID STABILITY AND INTEGRITY
San Francisco · Los Angeles · Chicago · Washington, D.C. · Brussels 555 Twin Dolphin Dr., Suite 150 Redwood City, CA 94065 T 650.593.4261 www.eeintl.com Cameo13 © Energy Experts International 2021. All rights reserved.

ELECTRIC SERVICE RELIABILITY MANAGEMENT
Although there have been some major electric transmission outages in the United States, the majority of customer outages occur on the distribution system. According to the Electric Power Research Institute, outage costs to society amounts to $119 billion annually.

Traditional assessments, such as tracking the Outage Indices (i.e., SAIFI, SAIDI, CAIDI and MAIFI) remain key indicators for assessing trends. Today’s distribution grid is taking on numerous challenges spurred by the growth in the renewable sector generation. EEI can assist in providing an assessment that takes into consideration the challenges that must be dealt with as solar arrays and other non-traditional generation sources are interconnected with the distribution system.

SMART GRID&DISTRIBUTED RESOURCES PLAN
These external influences are beginning to have a significant effect on the distribution system. In California, electric utilities recently submitted a Distributed Resources Plan to the California Public Utilities Commission (CPUC) to upgrade its grid to incorporate “smart” technologies that will allow the distribution feeder to take on the growing number of solar generation connections.

With the cost of solar panels becoming very affordable, the influx of solar panels/arrays have become a significant factor in planning a distribution network. More technology solutions are required to manage this new source of electricity. The challenge is to manage the infrastructure costs and balancing the operational gains using the right technology solutions.

Sectionalizing line segments with reclosers is no longer as straightforward as it once was. EEI can assist in the planning, assessment and counsel for developing an optimum grid. Many utilities are using Smart technologies to cope with maintaining system stability and service reliability at the same time.

Good feeder designs will need to consider other factors for an optimum design. We can help analyze and develop the best solutions for today’s very complex and complicated grid.

EEI engineers and technicians worked on projects using the latest technologies for isolating faulted line sections.
. . . .

Item 12 Page 101 of 125

ENGINEERING SERVICES

ELECTRIC DISTRIBUTION ENGINEERING SUPPORT
San Francisco · Los Angeles · Chicago · Washington, D.C. · Brussels 555 Twin Dolphin Dr., Suite 150 Redwood City, CA 94065 T 650.593.4261 www.eeintl.com Cameo19 © Energy Experts International 2021. All rights reserved.

DISTRIBUTION POLE REPLACEMENT PROGRAM

PACIFIC GAS ANDELECTRIC,SAN FRANCISCO,CALIFORNIA
PG&E has an extensive distribution electric system that supplies electricity to customers from Northern to Central California. To maintain the integrity of this system, PG&E conducts a very aggressive inspection under their Pole Test and Treat Program, which typically oversees about 250,000 poles annually. On average, each pole is inspected once every ten years.

Ninety-five percent of the inspected poles will be treated to protect from rot and decay, or reinforced with metal braces until the next inspection, which can extend the life of the poles by 10 years. However, about 3 percent of the poles inspected and reinforced/treated will require replacement.

Energy Experts International (EEI) is supporting PG&E's effort to replace these critical poles by providing the electric estimating support. To date, over 600 poles have been engineered for replacement. A particular challenge is the requirement to engineer these replacement jobs accurately and expeditiously.

The engineering work involves field checking the poles so that the proper safety and required clearances are met according to PG&E standards and the State of California General Order 95 requirements. Inventory and proper framing and hardware for each pole must be accurately assessed.

The poles that have been the target for replacements have ranged from North Bay to Fresno. The replacement of these poles will enhance the reliability of service and ensures that the poles are safe for employees and customers. ABOUT PACIFIC GAS AND ELECTRIC Pacific Gas and Electric Company, incorporated in California in 1905, is one of the largest combination natural gas and electric utilities in the United States. Based in San Francisco, the company is a subsidiary of PG&E Corporation. There are approximately 20,000 employees who carry out Pacific Gas and Electric Company's primary business – the transmission and delivery of energy. The company provides natural gas and electric service to approximately 15 million people throughout a 70,000-square-mile service area in northern and central California. www.pge.com
. . . .

Item 12 Page 102 of 125

ENGINEERING SERVICES

ELECTRIC DISTRIBUTION ENGINEERING SUPPORT
San Francisco · Los Angeles · Chicago · Washington, D.C. · Brussels 555 Twin Dolphin Dr., Suite 150 Redwood City, CA 94065 T650.593.4261www.eeintl.com Cameo 20© Energy Experts International 2021. All
rights reserved.

DISTRIBUTION ELECTRIC CORRECTIVE TAG/POLE REPLACEMENT
San Francisco, California– Pacific Gas& Electric Company PG&E has an extensive service territory, which places
them as the largest utility by area in the United States, at roughly 70,000 square miles. With this large set of
assets, comesa large responsibility for maintaining and ensuring its equipment is both running safely and
effectively. It is through their pole replacement and
electric corrective tag (EC Tag) program they can keep
up with general maintenance and customer concerns.

Pole replacements are discovered through PG&E’s Pole
Test and Treat program (PT&T), which typically oversees 250,000 poles annually. These tests confirm how much of the original wood support structure is left by measuring the shell thickness at the base of the pole. About 3% of these poles will fail this inspection and need to be replaced yearly.

EC tag work is discovered through regular inspections of existing facilities. The inspector will fill out an Electric corrective tag by doinga visual inspection of the utility pole. Examples of the scope can be replacing aging transformers, down guys, crossarms, and the pole itself.

It is important to address these issues ina
timely manner, urgency of the EC tag is
determined by the extent of the issue. This
range can carry froma pole needing to be
replaced withina year of discovery, or 30
days. EEI has supported PG&E in these efforts
for over 10 years, replacing as many as 5,000
poles/EC tags ina years time.

About Pacific Gas& Electric Company
Pacific Gas and Electric Company, incorporated in California in 1905, is one of the largest combination natural gas and electric utilities in the United States. Based in San Francisco, the company isa subsidiary of PG&E Corporation. There are approximately 20,000 employees who carry our Pacific Gas and Electric Company’s primary business– the transmission and delivery of energy. The company provides natural gas and electric service to approximately 15 million people throughouta 70,000‐square‐mile service area in norther and central California. . . . .

Item 12 Page 103 of 125

ENGINEERING SERVICES

ELECTRIC DISTRIBUTION ENGINEERING SUPPORT
San Francisco · Los Angeles · Chicago · Washington, D.C. · Brussels 555 Twin Dolphin Dr., Suite 150 Redwood City, CA 94065 T650.593.4261www.eeintl.com Cameo 21© Energy Experts International 2021. All
rights reserved.

ENGINEER PROCURE AND CONSTRUCT (EPC)
San Francisco, California– Pacific Gas& Electric Company PG&E has tried many variations of an
Engineer Procure and Construct program
(EPC) to help increase its efficiency as it
pertains to its engineering work. Through its
70,000 square mile territory, PG&E has
approximately 18,500 miles of electric
transmission and 107,000 miles of
distribution assets to maintain.

EEI has been part of many different versions
of PG&E’s EPC program. Our involvement
started in 2018 pairing with construction
partner ARB on some of the first contract Wildfire Hardening effort. Process was drafted to try and improve the effectiveness of takinga job from estimating to construction for contract workers.

Program has continued to grow in recent years and
additional pilots were created for Pole Replacement
and Wildfire Hardening work. EEI has expanded its
work includea pole replacement pilot with MGE
Construction, and Wildfire Hardening work with
Wilson Construction.

While issues are still being hit on material
procurement during the current hard times, process
for designing and estimating work is proving successful.

About Pacific Gas& Electric Company
Pacific Gas and Electric Company, incorporated in California in 1905, is one of the largest combination natural gas and electric utilities in the United States. Based in San Francisco, the company isa subsidiary of PG&E Corporation. There are approximately 20,000 employees who carry our Pacific Gas and Electric Company’s primary business– the transmission and delivery of energy. The company provides natural gas and electric service to approximately 15 million people throughouta 70,000‐square‐mile service area in norther and central California. . . . .

Item 12 Page 104 of 125

ENGINEERING SERVICES

ELECTRIC DISTRIBUTION ENGINEERING SUPPORT
San Francisco · Los Angeles · Chicago · Washington, D.C. · Brussels 555 Twin Dolphin Dr., Suite 150 Redwood City, CA 94065 T650.593.4261www.eeintl.com Cameo 22© Energy Experts International 2021. All
rights reserved.

FIBEROPTIC CABLE INSTILLATION DESIGN
San Francisco, California– Pacific Gas& Electric Company EEI was contracted to assist and aid
PG&E IT department install
fiberoptic cable on existing electric
distribution poles.

Some major hurdles included
navigating PG&E work system,
which was not properly set up to
handle Fiber work. This was due to   a powerful inventory tool being introduced called Enterprise
Estimating Solutions (EES). This
made dispersing work, accounting
for materials, contracts, and keep
track of assets more accessible.

Beinga new system, not all programs and processes have been mapped efficiently, and Fiberoptic design and material was one of them.

EEI helped navigate this process and establish protocol that made this process possible. Adding any type of equipment or line to an existing
PG&E pole, requiresa full
assessment of the structure.

While Fiberoptic cable is light
compared to other equipment,
the main issue came from the
existing utility pole already being
overloaded to new standards. At
the conclusion of the project,
roughly 50% of all locations ended up needed to be replaced or brought back up to standard. . . . .

Item 12 Page 105 of 125

ENGINEERING SERVICES

ELECTRIC DISTRIBUTION ENGINEERING SUPPORT
San Francisco · Los Angeles · Chicago · Washington, D.C. · Brussels 555 Twin Dolphin Dr., Suite 150 Redwood City, CA 94065 T650.593.4261www.eeintl.com Cameo 20© Energy Experts International 2021. All
rights reserved.

KEY UNIT – CAPACITY AND RELIABILITY UPDATES
San Francisco, California– Pacific Gas& Electric Company Like in many industries, old assets age and become less reliable, and new more efficient equipment is developed. PG&E’s Key Unit program focuses on projects that deal with the capacity and reliability of the power they provide. The scopes of these projects are wide and ranging giving PG&Es over 100‐year existence and roughly 70,000 square miles of territory.

EEI has been aiding in these efforts for over7 years, having completed well over 1,000 projects to date. Majority of these jobs included updating overhead line equipment due to new standards and equipment. It is important to insure these new designs both PG&E standards as well as General Order 95 (GO95).

Another main scope includes reconductoring overhead and underground lines.  Aging facilities over the years takea beating both from mother nature and people. Lines that have been repaired due to damage caused bya storm or traffic, will need replacing. The priority of this work is developed by customer impact and frequency of faults. Work can range from small projects 500’ or single span jobs to 10+ miles of Overhead line.

Projects are managed internally, and regular updates are provided to ensure original scope and project dates are being kept.  Updates usually include issue due to land acquisition, existing property rights, permitting, and scope viability.

About Pacific Gas& Electric Company
Pacific Gas and Electric Company, incorporated in California in 1905, is one of the largest combination natural gas and electric utilities in the United States. Based in San Francisco, the company is a subsidiary
of PG&E Corporation. There are approximately 20,000 employees who carry our Pacific Gas and Electric Company’s primary business– the transmission and delivery of energy. The company provides natural gas and electric service to approximately 15 million people throughouta 70,000‐square‐mile service area in norther and central California. . . . .

Item 12 Page 106 of 125

ENGINEERING SERVICES

ELECTRIC DISTRIBUTION ENGINEERING SUPPORT
San Francisco · Los Angeles · Chicago · Washington, D.C. · Brussels 555 Twin Dolphin Dr., Suite 150 Redwood City, CA 94065 T650.593.4261www.eeintl.com Cameo 20© Energy Experts International 2021. All
rights reserved.

PG&E Wildfire Hardening
San Francisco, California– Pacific Gas& Electric Company California has seen increasing worse wildfire seasons over the past couple of years. PG&E has largely been the face of these issues with5 of the6 largest wildfires in the state’s history occurring in 2020 alone, all happening within their territory. Their response has been to havea greater focus on updating there aging infrastructure by “Hardening” those areas more at risk. The California Public Utilities Commission (CPUC) has identified that roughly one‐third of PG&E’s over head assets fall within these High Fire Threat Districts (HFTD).

Energy Experts International (EEI) has been supporting in these efforts from the onset of the Wildfire Mitigation plan (WMP) in 2018. Having estimated roughly 150 miles during that span, EEI has become versed in the process and design.

This work involves reconductoring overhead lines with insulated conductor or converting to underground. This helps reduce the chance of ignition caused due to falling branches and downed lines. Strick standards and procedure were drafted to ensure best practices were followed and updated as information is received.

Work is arranged based on risk models created using many factors including, circuit age, location, elevation, historic wind conditions, and many more. This program has grown intoa robust work steam with the need for hardening increasing each year.

About Pacific Gas& Electric Company
Pacific Gas and Electric Company, incorporated in California in 1905, is one of the largest combination natural gas and electric utilities in the United States. Based in San Francisco, the company is a subsidiary
of PG&E Corporation. There are approximately 20,000 employees who carry our Pacific Gas and Electric Company’s primary business– the transmission and delivery of energy. The company provides natural gas and electric service to approximately 15 million people throughouta 70,000 ‐square‐mile service
area in norther and central California. . . . .

Item 12 Page 107 of 125

APPENDIX
C
Past Gas Industry Projects
. . . .

Item 12 Page 108 of 125

ENGINEERING SERVICES
SF  LA  Chicago  Washington DC  Newark  Brussels

GAS DISTRIBUTION DESIGN & ENGINEERING
California High Speed Rail
Fresno, California – Tutor-Perini/Zachry/Parsons
The California High Speed Rail (CAHSR) is a publicly funded project to install the nation’s first high-speed rail system. EEI was hired as a subcontractor to Tutor-Perini/Zachry/Parsons to provide engineering services on the first phase (Construction Package 1) of the CAHSR to install the first 32 miles of rail between Madera, CA and Fresno, CA. EEI was responsible
for developing design packages (drawings, bills of material, and estimates) to clear conflicts between the CAHSR right of way and existing gas distribution lines.

Drawings were prepared and completed for 30%, 60%, 90%
and Released for Construction design milestones. Drawings included plan and detail views for pipe installation,
abandonment, and removal. Additional profile and detail views were developed for more complex pipe installations such as jack and bore, horizontal directional drilling (HDD), and railroad crossings. All drawings and designs were
completed in accordance with the utility owner’s requirements and approval. Survey data and the utility’s base map were utilized to show third party utility infrastructure, property lines, easements, and right-of-ways. Bills of material were generated to include material quantities, descriptions, size, the utility’s standard, and utility’s material code. Estimates were created utilizing the utility’s estimating tools.

In total, EEI supported the installation of 8.31 miles and the deactivation of 11.05 miles of steel and plastic main as well as the re-connection of 111 services across 18 different conflict areas.

For more information contact Steve Gauthier, 630-297-9630, [email protected]. EEI is an MBE on file with the California PUC . . . .

Item 12 Page 109 of 125

ENGINEERING SERVICES
SF  LA  Chicago  Washington DC  Newark  Brussels

GAS TRANSMISSION DESIGN & ENGINEERING
33rd & Keeler Pipeline Replacement Project
Chicago, Illinois – Peoples Gas
Energy Experts International, EEI, performed
preliminary and detailed design, engineering,
and permitting work for Peoples Gas in Chicago,
Illinois, to install a new 36” uncased gas
transmission pipeline railroad crossing to
replace an existing shorted 42” cased crossing,
and designed an upstream blowdown on a
section of the pipeline installed in a city street.

The project consisted of: • Preparing a preliminary
engineering
& construction cost estimate.
• Coordinating field surveying to develop a base background. • Soil boring, and test holes. • Performing detailed engineering & design. • Developing engineering design drawings. • Leading the effort to obtain easement, park district, city, and railroad encroachment permits .
• Developing shoring and dewateringdesigns.
• Developing traffic control.
• Providing material procurement support.
• Providing construction oversite and engineering guidance. • Developing restoration designs.

Drawings were prepared using Bentley MicroStation
and completed for 40%, 75%, 90% and Issued for
Construction design milestones. Drawings included
installation and retirement plan and profile and
details, work area plan, bill of material, restoration
plan and details, and traffic control plan. The design
was done in accordance with the Code of Federal
Regulations Title 49 Part 192 (49CFR Part 192),
railroad standards, and the client’s requirements
and standards. A total of approximately 535 feet of
steel gas main was jacked and bored under the
railroad crossing.

For more information contact Steve Gauthier, 630-297-9630, [email protected], EEI is an MBE on file with the California PUC . . . .

Item 12 Page 110 of 125

ENGINEERING SERVICES
SF  LA  Chicago  Washington DC  Newark  Brussels

GAS TRANSMISSION DESIGN & ENGINEERING
Paramount Farms Meter & Regulator Station
Firebaugh, California – Pacific Gas & Electric Company
As the project engineer under Pacific Gas
& Electric Company’s owners engineer, Energy
Experts International (EEI) provided preliminary
and detailed engineering to design and install a
new meter & regulator station tapping off of a gas
storage pipeline in order to feed a new customer.

The new station included three runs of gas
regulation, a gas odorizer, an inline ultrasonic
meter, a rotary meter, and a gas sampler. During
preliminary engineering, EEI helped define the
scope of the project and the overall station
operation by drafting the design criteria document.

For detailed engineering, EEI was directly responsible for the mechanical design of the station as well as oversight of civil engineering, instrumentation design, and electrical and controls design. EEI provided construction support drafting the weld procedure table, clearance reviews, replying to requests for information, as well as commissioning support drafting the commissioning plan, reviewing the functional checkout documents, and leading the commissioning of the station.

EEI also provided material procurement support, specifying technical requirements, requesting material quotes, and providing material deliverytracking. After construction and commissioning, EEI reviewed the redline as-built drawings
and all other project documentation including
strength test pressure reports and weld
summary sheets, to verify the information was
correct and that the project adhered to federal
code requirements (49 CFR 192) and the
client’s standards and procedures.

Additionally, EEI was responsible for creating
various station documents such as the
operating and maintenance instructions and
station equipment manual.

For more information contact Steve Gauthier,
630-297-9630, [email protected], EEI is an MBE on file with the California PUC. . . . .

Item 12 Page 111 of 125

ENGINEERING SERVICES
SF  LA  Chicago  Washington DC  Newark  Brussels

GAS DISTRIBUTION DESIGN & ENGINEERING

MAIN &SERVICE REPLACEMENT PROJECT
San Francisco, California – Pacific Gas & Electric Company • 30 miles of Main Replacement • 2,722 Work Orders generated • 60 discreet projects EEI was contracted by PG&E to provide engineering design for the replacement of 30 miles of old steel and Aldyl-A plastic gas distribution main in various communities throughout their service territory. Two thousand seven hundred and twenty two (2,722) work orders were generated in conjunction with the main reconstruction work. EEI prepared design drawings and utilized the client’s proprietary estimating tool to create cost estimates for each of the 60
replacement projects for main
replacement and service work orders.

EEI completed this work in a 13-month
period, including time for field
investigations, pre-design meetings with
client representatives, drawing
preparation, multiple reviews by
engineers and engineering designers,
and preparation of construction estimates
and permit applications.

Drawings were prepared in AutoCAD (or MicroStation) in accordance with the client’s CAD drafting method and included specific details for tie-ins, by-passes, abandonments, property lines and street widths. Bill of Material (BOM) tables specific to each project were generated, including quantities, sizes, material codes, and related company standards. Gas transmission pipelines in the vicinity of distribution mains were carefully delineated in each design drawing. All civil features such as intersecting roads, railroads, wetlands, and stream and culvert crossings were identified. Third-party utility infrastructure was also included on drawings, such as water, sewer, storm sewer, electric, fiber optic, and CATV. Additional design considerations were made in areas under state right-of-way jurisdiction. Separate permit drawings were prepared that detailed trench locations and/or locations of receiving pits for horizontal directional drilling, as required by the permitting agency. EEI prepared permit applications for submittal by the client and ordered traffic control plans for each project. All work was surveyed to wheel accuracy.

About Pacific Gas & Electric Company
Pacific Gas and Electric Company, based in San Francisco, was incorporated in California in 1905 and is one of the largest combination natural gas and electric utilities in the United States. PG&E has approximately 20,000 employees who carry out the company’s primary business - the transmission and delivery of energy. The company provides natural gas and electric service to approximately 15 million people throughout a 70,000-square-mile service area in northern and central California.

For more information contact Steven Gauthier, [email protected], 630-297-9630 . . . .

Item 12 Page 112 of 125

ENGINEERING SERVICES
SF  LA  Chicago  Washington DC  Newark  Brussels

GAS DISTRIBUTION DESIGN & ENGINEERING

ENGINEERING DESIGN OF HIGH PRESSURE REGULATOR SETS
San Francisco, California – Pacific Gas & Electric Company • 239 High Pressure Regulator rebuilds • 366 High Pressure Regulators transferred from high pressure mains to distribution main pressure (work orders generated) • 28 District Regulators redesigned • 6 Regulator Stations redesigned • 13 miles of Gas Distribution Main Extension • 172 discreet projects EEI was contracted by PG&E to provide
engineering designs and cost estimates for 172
projects throughout their service territory that
required the rebuild 239 high pressure regulator
(HPR) sets, 28 district regulator station re-
designs, 6 regulation stations re-designs,
removal of 366 HPRs and the extension of 13
new miles of gas distribution main. Projects
ranged in size and complexity from 1 to 39 HPR
rebuilds or removals. These projects required
more extensive field investigations in rural areas
and the expertise of EEI’s trained inspectors
and designers.

EEI conducted initial field investigations,
attended field meetings to confirm scope of project and construction methods, and prepared design drawings in AutoCAD that included site plans, pipe detail, extensive BOMs. EEI utilized PG&E’s proprietary estimating program to prepare cost estimates, prepared permit documents for the client’s submittal and utilized the client’s proprietary work management system. All design work was in conformance with PG&E’s design standards and subjected to extensive engineering and design review. Significant attention to detail was given due to use of existing transmission taps or design of new taps.

For more information contact Steve Gauthier, 630-297-9630, [email protected], EEI is an MBE on file with the California PUC
About Pacific Gas & Electric Company
Pacific Gas and Electric Company, based in San Francisco, was incorporated in California in 1905 and is one of the largest combination natural gas and electric utilities in the United States. PG&E has approximately 20,000 employees who carry out the company’s primary business - the transmission and delivery of energy. The company provides natural gas and electric service to approximately 15 million people throughout a 70,000-square-mile service area in northern and central California. . . . .

Item 12 Page 113 of 125

APPENDIX D
Project Team Resumes
. . . .

Item 12 Page 114 of 125
Professional Resume PHILIP J STORMENT
810 Fairywren Court, Lincoln, CA 95648
Cell: (916) 295-3341 | [email protected]

PROFESSIONAL EXPERIENCE
Energy Experts International
Director, Engineering and Design August 2022-Present
Oversee Gas & Electric Distribution Engineering Design
Gas Distribution Design, Pole Replacements, Fire Hardening, Capacity and OH to UG conversion design.

Pacific Gas & Electric Company Northern Region
Director, (Service Planning & Design) October 2018-July 2022 • Oversee new business gas and electric service connections in PG&E Northern Region. Including Residential Housing, Commercial, Industrial, Agriculture, Electric Vehicle, and Solar • Oversee Design and Project Management of all new business projects. • Lead 250 employees in Northern Region that provide utility services to 1.5 million customers. • Document, monitor, and manage an annual budget of $5M • Preparation of Advance Authorizations, Job Estimates, and Business Cases • Communicate project status on a regular basis to all stakeholders. • Assess project risk and formulates mitigation and contingency plans. • Identify and communicate lessons learned and incorporate prior lessons learned as best • practices in projects. • Identifies project performance issues, and analyzes and addresses them in a timely manner.

Pacific Gas & Electric Company West Sacramento Ca.

Manager(Service Planning & Design) July 2014-October 2018 • Oversee new business gas and electric service connections in PG&E Sierra & Sacramento Divisions. Including Residential Housing, Commercial, Industrial, Agriculture, Electric Vehicle, and Solar.
• Oversee Design and Project Management of all new business projects. • Lead 85 employees in Sierra & Sacramento divisions to provide utility services to 750K customers. • Document, monitor, and manage an annual budget of $1.5M • Preparation of Advance Authorizations, Job Estimates, and Re-Aauthorizations. • Communicate project status on a regular basis to all stakeholders. • Assess project risk and formulates mitigation and contingency plans. • Identify and communicate lessons learned and incorporate prior lessons learned as best • practices in projects. • Identifies project performance issues, and analyzes and addresses them in a timely manner.

Pacific Gas & Electric Company West Sacramento Ca.

Supervisor(Gas Distribution Line) July 2012-July 2014
• Oversee design and job estimates for Copper Service Replacement Program. Replacing 2,500 services annually
. . . .

Item 12 Page 115 of 125
• Oversee all design and estimates of Cast Iron pipeline Replacement in the City of San Francisco.

Removing and replacing 50 miles annually.
• Document, monitor, and communicate project milestones and project risk. • Prepare project performance analysis, cost, and schedule status reports. Identify cost and schedule variances from objectives and recommend corrective action. • Review and assist in the preparation of Advance Authorizations, Job Estimates, and Re- Aauthorizations.

Pacific Gas & Electric Company West Sacramento Ca.

Engineering Estimator & Senior Engineering Estimator October 1981- July 2012 (Gas Reconstruction/New Business) • Responsible for designing gas distribution -related projects in accordance with Gas Standards and
Specifications. • Completed various jobs in reconstruction areas such as Gas Pipeline Replacement Project (San Francisco), Copper Service Replacement Project, Aldyl-A retirements, cathodic protection systems, high-pressure regulators, and uprates. • New business jobs have been primarily subdivision design, giving me the opportunity to coordinate with Sr. New Business Representatives, as well as applicant designers and contractors.

EDUCATION
Santa Clara University Santa Clara, CA
Mission Junior College Santa Clara, CA
Business Administration: BS September 1979– Jan. 1983

. . . .

Item 12 Page 116 of 125

PERSONNEL

RESUMES
JEFFREY M.CHU, P.E.

SUPERVISING ENGINEER

PROFESSIONAL SUMMARY
Experience in design engineering for gas transmission pipeline and transmission station design specifically regulator and meter stations as well as experience with installing/replacing overpressure protection equipment. Experience with conducting gas system, equipment and documentation assessments (Station Assessment Program Group Support– review and update operating diagrams for gas transmission facilities including compressor stations and underground storage systems). Recognized by Energy Experts International in 2014 for exemplary dedication to the company.

PROFESSIONAL EXPERIENCE ENERGY EXPERTS INTERNATIONAL 2011 –PRESENT
Senior Design Engineer
Continue all duties and responsibilities required of an EEI Project Engineer. Provide oversight of the Project Engineers on the Gas Transmission Station Design Engineering Team and personnel on PG&E’s Station Features List Team.

Project Engineer – Gas Engineering
Plan, schedule, conduct and coordinate various engineering tasks. Evaluate statistical and physical data related to system hydraulics, capacities and future demand. Provide support on material inventory and design specification. Perform technical studies of a variety of problems relating to assigned engineering projects and the provision of cost estimates on proposed projects. Support the preparation of plans, specifications for capital projects. Coordinate with other clients, government entities and engineering design firms on various aspects of assigned projects. Prepare and maintain technical and administrative operating records and reports. Provide support as required by EEI personnel and EEI Clients.

Contractor – PG&E MAOP Validation, Walk Team QC and QA Checker Use PG&E’s electronic document system to analyze records to determine type and usefulness to create a pipeline features list. Learn and use PG&E’s Gas Information System and plat sheets to complete an analysis of the features associated with specific sections of pipeline. Perform quality control and quality assurance checks. . . . .

Item 12 Page 117 of 125

PERSONNEL

RESUMES

PROJECTS
For Pacific Gas and Electric (California):
• Line 300A and 300B OPP Project at Topock Compressor Station • Topock Meter and Odorizer Project • Line 400 and 401 OPP Project at Ruby Intertie Station • Valve Automation Site Assessments • Valve Automation Taps Assessments • Third Party Interconnect Assessments • Martin Station Regulator Station Rebuild Project • Sullivan Ave. Regulator Station Rebuild Project • Paramount Farms Meter and Regulator Station Project • Indian Springs PLS Relief Valve Replacement Project • Martin Station Cross-Tie Project • 4A & 4B PLS Relief Valve Replacement Project • Lomita Park Meter Station Rebuild Project • Becker Compliance Program • Station Assessment Program Group Support • Codes and Standards Support • ILI Equipment Maintenance Procedures • L-57C Pig Launcher Installation • Brentwood Terminal Rebuild Conceptual Design Project • Antioch Terminal Rebuild Conceptual Design Project • Facility Integrity Management Program Support • Engineering Critical Assessment Field Verifications • Overpressure Prevention of Low Flow, No Flow and Dead End Systems Analysis • Overpressure Prevention of Low Flow, No Flow and Dead End Systems Pilot Program • Station Assessment and Station Rebuild Scoping Project For Peoples Gas Light and Coke Company (Illinois): • Calumet 3 – East 98th Street and 126th Street Retrofit Project EDUCATION & CERTIFICATIONS ▪ B.S. Mechanical Engineering, University of California at Berkeley, Berkeley, CA ▪ Licensed Professional Mechanical Engineer, California (License No. M37263) . . . .

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PERSONNEL

RESUMES
ESTEBAN RUIZ, P.E.

GAS ENGINEER

PROFESSIONAL SUMMARY
Gas Engineer with increasing knowledge in natural gas transmission systems. Diversified skill sets covering gas & electrical engineering & estimating, team leadership, and client relations.

PROFESSIONAL EXPERIENCE ENERGY EXPERTS INTERNATIONAL 2018 – PRESENT Gas Engineer • Provide engineering and technical support to the gas transmission team for various engineering projects. Coordinate and conduct field visits to perform a variety of engineering and technical tasks. Assist in technical studies performed by subject matter experts. Coordinate with clients, material distributors, government entities and other engineering firms on various aspects of assigned projects.
• Engineering Critical Analysis Field Verifications - Perform above ground inspections at various gas transmission facilities to gather technical data and conduct research on gas transmission equipment.
• Station Assessment Program Group Support - Review, revise and create gas transmission operating diagrams for facilities such as compressor stations, regulator & meter stations, and underground storage facilities.
• Becker Compliance Program - Created redline as-founds based on field visits for Becker installed equipment at various gas transmission facilities which include regulator and compressor stations. • California High Speed Rail - Created plans based on field visits to reroute electrical distribution around or under High Speed Rail ROW.
• Pole Replacement – Created estimates and drawings based on field visits and worked with local authorities to replace utility poles. Lead the project to ensure it was completed in an accurate and timely manner.

Associate Electrical Engineer 2014 – 2018 • Provide engineering and technical support to the electrical distribution team for various engineering projects. Coordinate and conduct field visits to perform a variety of engineering and technical tasks. Assist in technical studies performed by subject matter experts. Coordinate with clients, government entities and other engineering firms on various aspects of assigned projects.

EDUCATION & CERTIFICATIONS  Professional Engineer, Mechanical Engineering, California, License 40834  B.S. Mechanical Engineering, California Polytechnic State University, San Luis Obispo, CA . . . .

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EXHIBIT B

SCHEDULE
. . . .

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International
Energy
Consultants

ENERGY EXPERTS

INTERNATIONAL
Twin Dolphin Plaza
555 Twin Dolphin Drive, Suite 150
Redwood City, CA U.S.A. 94065
650/593-4261 FAX 650/593-4271
City of Vernon
Attention: Claudia Arellano, Utilities Program Analyst
4305 Santa Fe Avenue
Vernon, CA 90058
May 26, 2023
Subject: RFP for Natural Gas Project Design, Construction and Repair Services Ms. Arellano,
Energy Experts International, EEI, is an international design, engineering, and technical consulting company specializing in energy supply, delivery, and utilization systems and operations. EEI is pleased to submit our cost proposal in response to the city of Vernon’s Request for Proposals titled “Natural Gas Project Design, Construction and Repair Services”. EEI’s technical proposal will be submitted as a separate sealed bid. EEI’s proposal will remain valid for a period of not less than ninety (90) days from the date of submittal. All the work that EEI performs in this project will be conducted by EEI employees. EEI will not use subcontractors on this project.

I look forward to answering any questions you may have on our proposal and discussing it further with you as needed.

Regards,
Steve Gauthier
Sr. Vice President & General Manager
Gas & Energy Business Initiatives
Energy Experts International
1821 Walden Office Square, Suite 400
Schaumburg, IL 60173 . . . .

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PROPOSAL: E
-295
Cost Proposal to Provide Natural Gas Project Design,
Construction, and Repair Services
Corporate Headquarters
555 Twin Dolphin Drive, Suite 150
Redwood City, California 94065
Phone: 650.593.4261
Fax: 650.593.4271
PREPARED FOR:

City of Vernon, California
4305 Santa Fe Avenue
Vernon, CA 90058
PREPARED BY:

Energy Experts International
1621 Walden Office Square, Suite 400
Schaumburg, IL 60173
Phone: 630-297-9630
May 26, 2023 . . . .

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Fees and Costs
EEI proposes to provide company personnel to perform the services detailed in our Technical Proposal at the following costs. EEI proposes to use staff from four different Personnel Classifications depending upon the required work. These classifications are: o Principal Design Engineer o Senior Design Engineer o Design Engineer o Clerical/Administrative EEI will assign personnel from specific categories to complete work tasks depending upon the scope of work, level of detail, and technical complexity of the assignment. Technical work will be supported by personnel from the Clerical/Administrative category as needed.

The hourly cost for each classification is presented below.

Personnel
Classification
Straight Time
Rate $/Hr.

Time and a
Half Rate
$/Hr.

Principal Design
Engineer 178.20 267.30
Senior Design Engineer 146.43 219.64
Design Engineer 110.70 166.05
Clerical/Administrative 50.00 75.00
Note: Time and a Half rate is for work performed beyond 40 hours /week. . . . .

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Costs are not provided for equipment and tools since these are included in the basic hourly rate of the staff assigned to specific work in this project. . . . .

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EXHIBIT C

EQUAL EMPLOYMENT OPPORTUNITY

PRACTICES PROVISIONS
A. Contractor certifies and represents that, during the performance of this Agreement, the contractor and each subcontractor shall adhere to equal opportunity employment practices to assure that applicants and employees are treated equally and are not discriminated against because of their race, religious creed, color, national origin, ancestry, handicap, sex, or age. Contractor further certifies that it will not maintain any segregated facilities.

B. Contractor agrees that it shall, in all solicitations or advertisements for applicants for employment placed by or on behalf of Contractor, state that it is an "Equal Opportunity Employer" or that all qualified applicants will receive consideration for employment without regard to their race, religious creed, color, national origin, ancestry, handicap, sex or age.

C. Contractor agrees that it shall, if requested to do so by the City, certify that it has not, in the performance of this Agreement, discriminated against applicants or employees because of their membership in a protected class.

D. Contractor agrees to provide the City with access to, and, if requested to do so by City, through its awarding authority, provide copies of all of its records pertaining or relating to its employment practices, except to the extent such records or portions of such records are confidential or privileged under state or federal law.

E. Nothing contained in this Agreement shall be construed in any manner as to require or permit any act which is prohibited by law.
. . . .

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City Council Agenda Report
Meeting Date: August 15, 2023
From: Carlos Fandino, City Administrator
Department: City Administration
Submitted by: Diana Figueroa, Administrative Analyst
Subject
Itron, Inc. Master Sales Agreement for Utility Meter Services Recommendation
Approve and authorize the City Administrator to execute a Master Sales Agreement with Itron Inc., in substantially the same form as submitted, for hardware, software, and maintenance services for utility service meters for a total amount not-to-exceed $148,770 for a three-year term.

Background
The Vernon Public Utilities Department (VPU) is responsible for the maintenance, functionality, and data collection associated with all metering equipment and metering system software for the purpose of accurate billing for meter revenue. VPU collects its electric, water, and gas usage data from meter connections for billing purposes and to obtain pertinent operational consumption data.

Itron, Inc. (Itron) provides Software-as-a-Service (SaaS), software license, certain software, hardware, firmware, and equipment, and maintenance and support for the meters in the Electric, Water, and Gas Divisions of VPU. These specialized services allow for remote meter reading of nearly 3,000 communicating devices in the field and offer the utility operation accurate data collection and efficiency, monitoring, and reporting. In 2018, Council authorized an Itron Revenue Meter Software Platform Upgrade that significantly improved the standardization and stability of the meter network, and improved data accessibility and analysis, allowing VPU to manage related department costs, and the ability to better serve its customer base. To fully optimize this most recent investment in meter improvements, it is recommended that Council authorize the Master Sales Agreement with Itron for a three-year term in order to maintain continuity of service and ensure that maintenance and support for the City’s meters is intact.

The proposed Master Sales Agreement is exempt from competitive bidding and competitive selection pursuant to Vernon Municipal Code Sections 3.32.110(A)(2) and 3.32.110(B)(1), respectively, as SaaS, software license, firmware and equipment, and maintenance services for existing City utility meters are only available through Itron. The proposed Master Sales Agreement with Itron has been reviewed and approved as to form by the City Attorney’s Office.

Fiscal Impact
The fiscal impact is anticipated to be $148,767.97 and shall not exceed $148,770. Sufficient funds are available in Electric Fund, Customer Service Department, Repairs & Maintenance Account No. 055-050-575-529110 for the current fiscal year and will be budgeted in subsequent years.

Attachments

1. Itron, Inc. Master Sales Agreement

2. Itron, Inc. Maintenance Proposal Pricing . . . .

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MASTER SALES AGREEMENT
General Terms and Conditions
This Master Sales Agreement (this “Agreement”) is made between Itron, Inc. an entity organized under the laws of Washington having an address at 2111 N. Molter Road, Liberty Lake, WA 99019, USA (“Itron”) and City of Vernon, California, a California charter City and California municipal corporation, having an address at 4305 Santa Fe Vernon, CA 90058 US (“Customer”) on [Agreement Start Date] (“Effective Date”). Itron and Customer are collectively referred to as the Parties or a Party, as applicable. 1 Introduction

1.1 Scope and Structure.

This Agreement applies to certain products and services provided by Itron to Customer and consists of these General Terms and Conditions, Addenda, Order Documents and Statements of Work.

1.2 General Terms and Conditions.

These General Terms and Conditions contain terms and conditions that are generally applicable to all products and services provided by Itron to Customer under this Agreement.

1.3 Addenda.

Addenda contain supplemental terms and conditions applicable to certain categories of products and services. Addenda incorporated into this Agreement on the Effective Date are identified on the Attachment Schedule. The Parties may add Addenda to this Agreement by written amendment after the Effective Date.

1.4 Order Documents.

Order Documents contain Fees and any related Statement of Work and supplemental terms and conditions applicable to specific products and/or services. Order Documents incorporated into this Agreement on the Effective Date are identified on the Attachment Schedule. The Parties may execute additional Order Documents after the Effective Date.

1.5 Order of Precedence.

In the event of a conflict between these General Terms and Conditions and an Addendum, the Addendum shall control. In the event of a conflict between an Order Document and these General Terms and Conditions or an Addendum, the Order Document shall control, but only with respect to the applicable products and services. These General Terms and Conditions, an Addendum or Order Document, as applicable, shall control over any conflict with a Statement of Work.

1.6 Purchase Order Requirement.

Customer shall purchase or license products or services described in each Order Document or Statement of Work under this Agreement by issuing a purchase order or similar ordering document accepted by Itron (“Purchase Order”) indicating specific products and services, Itron part numbers, quantity, unit price, total purchase price, shipping instructions, requested shipping dates, bill-to and ship-to addresses, tax exempt certifications, if applicable, and contract reference. No contingency contained on any Purchase Order shall be binding upon Itron. The terms of this Agreement shall apply, regardless of any additional or conflicting terms of any Purchase Order or other correspondence or documentation submitted by Customer to Itron, and any such additional or conflicting terms are deemed rejected by Itron.. . . .

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Itron Master Sales Agreement Page 2 of 60 Itron Confidential 2 Definitions.

The following defined terms are used throughout this Agreement. Additional terms may be defined in Addenda, Order Documents and Statements of Work.

Affiliate means any legal entity that directly or indirectly controls, is controlled by, or is under common control with, a Party to this Agreement, where "control" means ownership of at least fifty (50) percent of the equity having the power to vote on or direct the affairs of the entity.

Claim means an unaffiliated third-party claim, action, cause of action, or demand for damages, cost or expense (including reasonable attorney’s fees) or other relief.

Confidential Information means any confidential, trade secret or other proprietary information disclosed by a Party or a Party’s Affiliate related to its business that is designated as “confidential” or which a reasonable person knows or should understand to be confidential, regardless of the form of disclosure and whether of a technical, business or financial nature, including but not limited to processes and methods, product design and details of operation, product plans, prototypes, schedules, results, reports, computer programs, databases, compilations of data, engineering activity, manufacturing activity, analytical methods, strategies, and the like, but excluding information that: (i) is now or becomes generally available to the public through no fault or breach of the receiving Party; (ii) is rightfully in the receiving Party's possession, or known by it, prior to its receipt from the disclosing Party; (iii) is rightfully disclosed to the receiving Party by a third- party, free of any obligation of confidentiality; (iv) is developed by the receiving Party independently and without reference to the disclosing Party’s Confidential Information, or (v) is rightfully disclosed pursuant to the applicable laws or regulations, or rules of any stock exchange, or orders of the court or other government authorities with notice to the disclosing Party.

Customer Data means all data about Customer’s existing or prospective end users that Itron acquires, develops, or derives in connection with performance under this Agreement. Such customer data may include, without limitation, any personally identifying information relating to a Customer’s existing or prospective end user, or any other information that, either individually or when combined with other information could be used to identify a particular Customer end user or a prospective Customer end user, which information is not generally available to the public.

Customer Data does not include data sets from which all personally identifiable information and Customer-specific details have been removed (“Anonymized Data Sets”).

Defended Party means a Party entitled to defense and indemnification from the other Party under Section 7 (“Third-Party Claims”) of these General Terms and Conditions.

Defending Party means a Party obligated to provide defense and indemnification to the other Party under Section 7 (“Third Party Claims”) of these General Terms and Conditions.

Documentation means user manuals, training materials, product descriptions and specifications, technical manuals, supporting materials and other documentation relating to products and services offered by Itron, which Itron customarily makes available to its customers.

Fees means all amounts payable to Itron by Customer for products and services provided under this Agreement, as set forth in an Order Document or Statement of Work.

Intellectual Property and Intellectual Property Rights mean all industrial and intellectual property, including, without limitation, patents, patent applications, invention registrations, and all other rights in inventions, copyrights in published and unpublished works, whether registered or unregistered, know-how, trade secrets, and confidential and proprietary information, whether such intellectual property has been created, applied for or obtained anywhere throughout the world. . . . .

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Itron Master Sales Agreement Page 3 of 60 Itron Confidential Order Document means (i) any document attached hereto and identified as an Order Document or SOW on the Attachment Schedule on the Effective Date, and (ii) any other document identified as an Order Document or SOW that contains Fees and any related Statement of Work and supplemental terms and conditions applicable to specific products and/or services, references this Agreement, and is executed by the Parties after the Effective Date.

Statement of Work or SOW means any document describing services to be provided by Itron that is (i) attached hereto and identified as a Statement of Work on the Attachment Schedule, or attached to an Order Document, on the Effective Date, or (ii) any other document identified as a Statement of Work that references this Agreement and is executed by the Parties, or is attached to an Order Document that is executed by the Parties, after the Effective Date.

Territory means the country in which Itron delivers products and services to Customer. 3 Term.

The term of this Agreement begins on the Effective Date and expires three (3) years following the Effective Date. Any in-process Statements of Work and any accepted Purchase Orders as of the expiration date of this Agreement shall be completed by the Parties and the term of this Agreement will be extended solely for that purpose until completion. This section is subject to Section 11 (“Termination”) of these General Terms and Conditions. 4 Warranties and Disclaimer.

4.1 Warranties.

All warranties relating to products and services provided by Itron under this Agreement are set forth in the applicable Addendum or Order Document.

4.2 Disclaimer.

EXCEPT FOR THE EXPRESS WARRANTIES PROVIDED BY ITRON UNDER SECTION 4.1 (WARRANTIES”)

OF THESE GENERAL TERMS AND CONDITIONS, ITRON MAKES NO WARRANTY OF ANY KIND RELATING

TO PRODUCTS AND SERVICES AND DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING WITHOUT

LIMITATION, (I) IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR

PURPOSE, (II) WARRANTIES OF TITLE AND AGAINST INFRINGEMENT, AND (III) WARRANTIES ARISING FROM A COURSE OF DEALING, USAGE OR TRADE PRACTICE. TO THE EXTENT ANY IMPLIED WARRANTY

CANNOT BE EXCLUDED, SUCH WARRANTY IS LIMITED IN DURATION TO THE EXPRESS WARRANTY PERIOD. ITRON AND ITS SUPPLIERS DO NOT WARRANT OR REPRESENT THAT PRODUCTS OR SERVICES WILL BE FREE FROM BUGS, ERRORS OR THAT THEIR USE WILL BE UNINTERRUPTED OR ERROR-FREE.

ITRON ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY INTERRUPTION OR CESSATION OF

TRANSMISSION TO OR FROM ITS DATA CENTERS OR DATA CENTERS OF ITS VENDORS VIA WAN,

CELLULAR OR OTHER PUBLIC COMMUNICATIONS OR BROADBAND SYSTEMS (INCLUDING OUTAGES,

DEVICE NON-REACHABILITY, LOSS OR INACCURATE READING) OR FOR ANY CONSEQUENCES, LOSSES,

OR DAMAGES ARISING FROM CHANGES MADE BY CUSTOMER TO THE CONTENT OR PROGRAMMING OF EQUIPMENT (UNLESS CAUSED BY A DEFECTIVE PRODUCT). THESE DISCLAIMERS WILL APPLY

NOTWITHSTANDING ANY FAILURE OF THE ESSENTIAL PURPOSE OF ANY LIMITED REMEDY PROVIDED UNDER THIS AGREEMENT. 5 Intellectual Property.

5.1 Reservation of Intellectual Property.

Subject to the limited rights expressly granted by Itron to Customer under this Agreement: (i) Itron reserves all rights, title and interest in and to all of its Intellectual Property, and (ii) as between the . . . .

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Itron Master Sales Agreement Page 4 of 60 Itron Confidential Parties, Itron owns all rights, title and interest in and to its Confidential Information and the products, services and related deliverables provided by Itron under this Agreement. Subject to the limited rights expressly granted by Customer to Itron under this Agreement, Customer reserves all rights, title and interest in and to all of its Intellectual Property, and (ii) as between the Parties, Customer owns all right, title and interest in and to its Confidential Information and Customer Data. All rights, titles, and interests not specifically and expressly granted by either Party hereunder are hereby reserved. Nothing in this Agreement will be understood to preclude or limit Itron from providing software, materials, or services for itself or other clients, irrespective of the possible similarity of such software, materials or services to those delivered to Customer.

5.2 Customer Suggestions.

Itron shall have a royalty-free, worldwide, irrevocable, perpetual license to use and incorporate into any products and services any suggestions, enhancement requests, recommendations or other feedback provided by Customer. 6 Fees, Invoicing, Payment, and Taxes.

6.1 Fees.

Fees for products and services are set forth in the applicable Order Document or Statement of Work.

Unless otherwise provided in an applicable Addendum, Order Document, or Statement of Work, Fees for products and services are in US Dollars and valid for one (1) year from the effective date of the Order Document or Statement of Work.

6.2 Invoicing.

Itron will invoice Customer for products and services in accordance with the applicable Addendum, Order Document or Statement of Work. Itron will issue invoices to Customer via email to an email address, which Customer shall designate.

6.3 Payment.

Customer must pay each invoice within thirty (30) days of the invoice issuance date. Payment must be made in US Dollars and made by electronic transfer to a bank account designated by Itron.

6.4 Invoice Disputes.

Customer shall notify Itron in writing of any dispute with any invoice (along with substantiating documentation and a reasonably detailed description of the dispute) within ten (10) days from the original invoice date. Invoices for which no such timely notification is received shall be deemed accepted by Customer as true and correct, and Customer shall pay all amounts due under such invoices within the period set forth in Section 6.3. The Parties shall seek to resolve all such disputes expeditiously and in good faith in accordance with the dispute resolution provisions set forth in Section 14.

Notwithstanding anything to the contrary, each Party shall continue performing its obligations under this Agreement during any such dispute, including, without limitation, payment by Customer of all undisputed amounts due and payable under this Agreement.

6.5 Late Payment.

Except for invoiced payments that Customer has timely disputed, all late payments shall bear interest at the lesser of the rate of one percent (1%) per month or the highest rate permissible under applicable law, calculated daily and compounded monthly. Customer shall also reimburse Itron for all reasonable costs incurred in collecting any late payments, including, without limitation, attorneys' fees. In addition to all other remedies available under this Agreement or at law (which Itron does not waive by the exercise of any rights hereunder), Itron shall be entitled to suspend the provision of any services and/or . . . .

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Itron Master Sales Agreement Page 5 of 60 Itron Confidential delivery of any products if Customer fails to pay any undisputed amounts when due hereunder and such failure continues for fifteen (15) days following written notice thereof.

6.6 Right to Sell Receivables.

Customer agrees that Itron is entitled to sell and assign amounts due by Customer related to an undisputed invoice to any third party. Customer agrees to promptly sign all such documents, and take all such further actions, as Itron may reasonably request from time to time to facilitate and/or evidence such sale and assignment.

6.7 Taxes.

All prices are exclusive of any taxes, however designated, including without limitation sales or use, goods and services, consumption or other similar fees or taxes imposed on it with respect to the payments due to Itron under this Agreement. Customer shall be responsible for and pay on a timely basis any taxes imposed on it related to products and services provided by Itron pursuant to this Agreement (except for taxes based on Itron’s net income) or shall present Itron with an exemption certificate or direct pay permit authorized by the relevant taxing authorities. Applicable taxes shall, to the extent practical, be billed as a separate item on the invoice. The Parties agree to fully cooperate with one another regarding taxes and any related issues arising from this Agreement and to use reasonable efforts to make use of any lawful reliefs or exemptions that could apply. Customer shall indemnify and hold Itron and its affiliates harmless from any tax liability assessed against Itron or its affiliates but rightfully owed by Customer arising from or related to transactions relating to this Agreement. 7 Third-Party Claims.

7.1 General Claims.

The Defending Party will defend the Defended Party from and against Claims arising from personal bodily injury, death, or damage to tangible personal property or real property, and will indemnify the Defended Party from resulting settlements approved by the Defending Party and final judgments entered against the Defended Party, to the extent caused by the negligence of the Defending Party.

7.2 Infringement Claims.

Itron will defend, or at its option settle, any Claim against Customer alleging that any Itron-branded products or services, as delivered to Customer, infringe upon any third party’s Intellectual Property Rights within the Territory. If Itron receives notice of an alleged infringement by any products or services, or if Itron reasonably believes that an infringement Claim is likely, Itron may stop delivery of the affected products or services without liability for failure to deliver them. Itron will have the right, at its sole option, to obtain the right for Customer to continue use of the affected products or services, or to replace or modify the affected products or services so that they are no longer alleged or believed to infringe, if it can be done without significant loss of functionality. If neither of the foregoing options are available to Itron on commercially reasonable terms, Itron may terminate Customer’s use of the affected products or Services without further liability under this section, in which case Itron will refund to Customer the depreciated value of the affected product and any prepaid unused portion of the service.

7.3 Conditions to Defense.

As a condition to the Defending Party’s obligations under Section 7.1 or Section 7.2 above, the Defended Party must: (i) promptly notify the Defending Party in writing of the Claim; (ii) give the Defending Party all reasonably requested information and assistance in connection with the Claim in a timely manner; and (iii) give the Defending Party the sole right to control the defense and settle of the Claim. The Defending Party shall not enter into any settlement of a Claim against a Defended Party without the . . . .

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Itron Master Sales Agreement Page 6 of 60 Itron Confidential Defended Party’s prior written consent unless: (a) there is no admission of fault of the Defended Party; (b) there is no injunctive or other non-monetary relief against the Defended Party; and, (c) the settlement includes the claimant’s or plaintiff’s release of the Defended Party from all liability in respect of the Claim.

7.4 Exclusions to Infringement Claim Defense.

Itron will have no obligation under Section 7.2 above for any infringement Claim in which infringement is alleged or caused by (i) the combination, operation or use of any product or service provided by Itron with any product or service (including third-party software and equipment) not provided by Itron, (ii) any modification to products or services made either without Itron’s prior written consent or by a person other than Itron or an authorized representative of Itron , (iii) failure to use updated or modified products or services as provided by Itron, (iv) use of any release of Itron software or any firmware other than the most current release made available to Customer, (v) use of products or services not in accordance with this Agreement and applicable Documentation, or (vi) Itron’s compliance with any designs, specifications, or instructions provided by Customer. In addition, Itron shall not be liable for enhanced or punitive damages that could have been avoided or reduced by actions within the control of Customer.

7.5 EXCLUSIVE REMEDY. THIS SECTION 7 CONSTITUTES CUSTOMER’S SOLE AND EXCLUSIVE REMEDY WITH RESPECT TO THIRD PARTY CLAIMS BROUGHT AGAINST CUSTOMER. 8 Insurance.

Itron will maintain the following minimum levels of insurance (i) workers’ compensation insurance for Itron employees equal to applicable statutory limits and an employer’s liability policy in an amount not less than $1,000,000.00; (ii) an occurrence form commercial general liability policy or policies in an amount not less than $1,000,000 per occurrence and $2,000,000.00 aggregate; (iii) an automobile liability policy or policies in an amount not less than $1,000,000.00 combined single limit; and (iv) a professional liability policy or policies insuring against liability for errors and omissions covering professional activities contemplated under this Agreement in an amount not less than $1,000,000.00.

Upon written request, Itron will provide Certificates of Insurance evidencing the coverage described, so long as Itron is providing products or services under this Agreement. 9 Data Protection.

The Parties must implement and establish reasonable security protocols for the protection and retention of Customer Data. As between Customer and Itron, Customer will retain its rights in Customer Data; provided, however, Customer hereby grants Itron a non-exclusive, royalty-free, perpetual, worldwide license to copy, modify, use, sublicense, distribute, display, create derivative works of all Customer Data for the purposes of (i) providing products and services to Customer, (ii) testing, troubleshooting, and optimizing performance and quality of Itron’s products and services, and (iii) creating Anonymized Data Sets, so long as Customer is not identifiable and all personally identifiable information is either removed or anonymized. Itron’s use of Anonymized Data Sets, including for the purposes of analysis, reporting, program management, and to maintain, improve, and develop its products and services. shall not conflict with Itron’s obligations under this Agreement and shall comply with applicable data security and privacy protection laws. Itron assumes no responsibility for Customer or third-party content carried on Customer’s or Itron’s systems. Customer warrants and represents that, during the term of this Agreement, (a) it has the legal right and authority to grant Itron access to view, store, and use the Customer Data to provide products and services, and (b) Itron’s transmission, use and storage of any such Customer Data in accordance with this Agreement will not violate any applicable laws or regulations or cause a breach of any agreement or obligation between Customer and any third-party. . . . .

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Itron Master Sales Agreement Page 7 of 60 Itron Confidential 10 Confidentiality.

Each Party receiving, possessing, accessing or otherwise acquiring Confidential Information of the other Party acknowledges that the disclosing Party's Confidential Information is the property of and confidential to, or a trade secret of, the disclosing Party. The receiving Party: (a) must keep the disclosing Party's Confidential Information confidential and may not directly or indirectly disclose, divulge or communicate that Confidential Information to, or otherwise place that Confidential Information at the disposal of, any other person without the disclosing Party’s prior written approval; (b) must take all reasonable steps to secure and keep secure all disclosing Party's Confidential Information coming into its possession or control; (c) may not disclose any Confidential Information to anyone other than the receiving Party’s employees, agents, contractors or subcontractors and professional advisors, or those of its Affiliates, who have a need to know such Confidential Information; (d) must use the Confidential Information solely for purposes related to the subject matter of this Agreement or for potential future commercial transactions between the Parties not otherwise covered by a separate agreement; and (e) must ensure that any person to whom it discloses Confidential Information in accordance with this provision is subject to binding confidentiality obligations that are at least as restrictive as those set forth in this Agreement. 11 Termination.

Either Party may terminate this Agreement by providing the other Party with written notice if the other Party (i) becomes insolvent, executes a general assignment for the benefit of creditors or becomes subject to bankruptcy or receivership proceedings, or (ii) commits a material breach of this Agreement that remains uncured for thirty (30) days following delivery of written notice of such breach. Any notice of breach must specify (a) the nature of the breach, and (b) the specific act or acts that the non- breaching Party contends would correct such breach. For the avoidance of doubt, Customer’s failure to pay invoices timely will be deemed a material breach of this Agreement. 12 Survival.

The following sections of these General Terms & Conditions shall survive termination or expiration of this Agreement or any Order Document or Statement of Work: 1 (Introduction), 2 (Definitions), 3 (Term), 4.2 (Disclaimer), 5 (Intellectual Property), 6 (Fees, Invoicing, Payment and Taxes), 9 (Data Protection), 10 (Confidentiality), 11 (Termination), 12 (Survival), 13 (Limitation of Liability), 14 (Disputes), 15 (Governing Law and Venue), 17 (Publicity), 18 (Sub-contractor and Outsourcer), 19 (Independent Contractor), and 20 (Miscellaneous). An Addendum or Order Document may also contain provisions that expressly survive termination or expiration of this Agreement or any Order Document or Statement of Work.
13 Limitation of Liability.

Except for Customer’s violation of Itron’s Intellectual Property Rights, neither Party will be liable to the other Party for any consequential, indirect, special, incidental, punitive or exemplary damages arising out of this Agreement or products or services provided hereunder (including, but not limited to, damages for loss of data, goodwill, profits other than amounts payable by Customer to Itron hereunder, investments, use of money or facilities; interruption in use or availability of data; stoppage of other work or impairment of other assets), whether or not foreseeable and even if such Party has been advised of the possibility of such damages. Except for Customer’s payment obligations hereunder or violation of Itron’s Intellectual Property Rights, neither Party’s total, aggregate liability to the other Party arising out of or related to this Agreement or any products or services provided hereunder shall exceed the amounts paid and payable by Customer under the applicable Order Document or Statement of Work during the twelve month period immediately preceding the date upon which the liability arose, regardless of whether any action or claim is based on contract, warranty, indemnity, negligence, strict liability or other tort or otherwise. . . . .

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The Parties shall resolve any dispute, controversy, or claim arising out of or relating to this Agreement, or the breach, termination or invalidity hereof (each, a “Dispute”) in accordance with this Section. A Party shall send written notice to the other Party of any Dispute (“Dispute Notice”). The Parties shall first attempt in good faith to resolve any Dispute set forth in the Dispute Notice by negotiation and consultation between themselves. In the event that such Dispute is not resolved on an informal basis within thirty (30) Business Days after one Party delivers the Dispute Notice to the other Party, either Party may, by written notice to the other Party (“Escalation to Executive Notice”), refer such Dispute to the executives of each Party designated by such Party in a written notice to the other Party (“Executive(s)”). If the Executives cannot resolve any Dispute during the time period ending thirty (30) Business Days after the date of the Escalation to Executive Notice (the last day of such time period, the “Escalation to Mediation Date”), either Party may submit the Dispute to any mutually agreed to mediation service for mediation by providing to the mediation service a joint, written request for mediation, setting forth the subject of the dispute and the relief requested. The Parties shall cooperate with one another in selecting a mediation service and shall cooperate with the mediation service and with one another in selecting a neutral mediator and in scheduling the mediation proceedings. The Parties covenant that they will use commercially reasonable efforts in participating in the mediation.

The Parties agree that the mediator’s fees and expenses and the costs incidental to the mediation will be shared equally between the Parties. If the Parties cannot resolve any Dispute for any reason, including, but not limited to, the failure of either Party to agree to enter into mediation or agree to any settlement proposed by the mediator, within sixty (60) Business Days after the Escalation to Mediation Date, either Party may proceed in accordance with the provisions of Section 15 (Governing Law and Venue). Notwithstanding the foregoing, nothing in this Section shall be construed as preventing a Party from seeking available equitable relief, including without limitation, specific performance and injunctive relief in a court of competent jurisdiction.
15 Governing Law and Venue.

This Agreement and all related documents, including all addenda attached hereto, and all matters arising out of or relating to this Agreement, whether sounding in contract, tort, or statute are governed by, and construed in accordance with, the laws of the State of California, United States of America (including its statutes of limitations), without giving effect to the conflict of laws provisions thereof to the extent such principles or rules would require or permit the application of the laws of any jurisdiction other than those of the State of California. The Parties agree that the United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement.

Each Party irrevocably and unconditionally agrees that it will not commence any action, litigation, or proceeding of any kind whatsoever against any other Party in any way arising from or relating to this Agreement and all contemplated transactions, including, but not limited to, contract, equity, tort, fraud, and statutory claims, in any forum other than the United States District Court for the Central District of California, if such court does not have subject matter jurisdiction, the courts of the State of California sitting in Los Angeles County, and any appellate court from any thereof. Each Party irrevocably and unconditionally submits to the exclusive jurisdiction of such courts and agrees to bring any such action, litigation, or proceeding only in the United States District Court for the Central District of California, or, if such court does not have subject matter jurisdiction, the courts of the State of California sitting in Los Angeles County. Each Party agrees that a final judgment in any such action, litigation, or proceeding is conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.
16 Legal Compliance.

Each Party must comply with all applicable laws. Itron’s products and services delivered under this Agreement are subject to the U.S. Export Administration Regulations (“EAR”; 15 CFR part 730 et seq.) . . . .

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Itron Master Sales Agreement Page 9 of 60 Itron Confidential and any applicable laws and regulations of the particular country to which such items are shipped or received. Customer shall comply with all applicable export control laws and shall not cause, directly or indirectly, the export, re-export, or transfer of any such items or services to destinations or persons without obtaining any required prior authorization from the U.S. Government and any other applicable local authorities. Customer shall not do anything to cause Itron to violate such export control laws, including, but not limited to, requesting support for a product that has been unlawfully re-exported or requesting delivery of a product or service intended for a U.S. sanctioned region or person. Each party represents that it is not listed on a U.S. Government restricted party list for export control or trade sanctions purposes, and is not 50% or more owned, in the aggregate, by one or more restricted parties.

Customer shall maintain any required export records related to Itron’s products or services and make such records available to Itron upon request. The Parties must comply with all anti-bribery laws and may not make any payments or transfer any item of any value for the purpose of bribing any individual or group, or accepting or participating in any extortion, kickbacks, or other unlawful or improper means to obtain business related to this Agreement or products and services orderable under this Agreement. 17 Publicity.

Neither Party may issue a press release related to this Agreement or their relationship without the other Parties’ prior written consent. The Parties may create and approve for publication a press release announcing their relationship under this Agreement. Itron may use Customer’s name and logo as a part of Itron’s normal marketing materials.
18 Nuclear Applications.

Customer acknowledges that products and services orderable under this Agreement are not designed or intended for use in the design, construction, operation or maintenance of any nuclear facility. 19 Sub-contractor and Outsourcer.

Itron may hire, engage, or retain the services of one or more subcontractors and/or outsourcing providers to perform any or all of its obligations related to its product development, network operations, and/or any portion of services provided under this Agreement. Subcontractors and outsourcing providers that have access to Customer Data will be bound by written obligations of confidentiality and data security requirements as restrictive as those required under this Agreement. 20 Independent Contractor.

This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship between the Parties. The Parties are independent contractors. Neither Party has any authority to act on behalf of, or to bind the other to any obligation. 21 Force Majeure.

Neither Party (the “Impacted Party”) shall be liable or responsible to the other Party, nor be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement (except for Customer’s obligations to make payments to Itron under this Agreement), when and to the extent such failure or delay is caused by or results from acts or omissions (whether in effect on or after the Effective Date of this Agreement) beyond the Impacted Party's reasonable control and without the Impacted Party’s negligence, including, without limitation: (a) acts of God; (b) severe weather, flood, fire, earthquake or explosion; (c) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot, or other civil unrest; (d) changes in applicable laws or regulations; (e) embargoes or blockades; (f) action or inaction by any governmental authority; (g) national or regional emergency; (h) strikes, labor stoppages, or slowdowns or other industrial disturbances; (i) shortage of adequate materials, qualified labor, power or transportation; (j) epidemics, . . . .

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Itron Master Sales Agreement Page 10 of 60 Itron Confidential pandemics or quarantines; and (k) other similar or dissimilar circumstances outside the Impacted Party’s reasonable control and without the Impacted Party’s negligence (each a "Force Majeure"). 22 Miscellaneous.
(a) If any provision of this Agreement is found to be unenforceable by a court of competent jurisdiction or arbitration panel, such provision will be deleted and the remaining terms will be construed so as to give maximum lawful effect to any such deleted terms. (b) Section numbers and captions are provided for convenience of reference and do not constitute a part of this Agreement. Any references to a particular section of this Agreement will be deemed to include reference to any and all subsections thereof. (c) The Parties agree that neither of them will be deemed the drafter of this Agreement and that no provision will be construed in favor of one Party on the ground that such provision was drafted by the other. (d) No waiver by either Party of any breach under this Agreement will constitute a waiver of any other breach. (e) This Agreement is not made for the benefit of any third parties. (f) All notices under this Agreement must be sent in writing to the addresses identified in this Agreement or to such other address as such Party has notified the other in writing, will be effective on the date received (unless the notice specifies a later date) and must be sent by a courier service that confirms delivery in writing, or by certified or registered mail, postage prepaid, return receipt requested. All communications and notices to be made or given pursuant to this Agreement must be in English. (g) Customer may not assign this Agreement or any of its rights hereunder without Itron’s prior written consent. Subject to the foregoing, this Agreement will bind and inure to the benefit of the Parties and their respective successors and permitted assigns, but any assignment in violation of this provision will be void. (h) This Agreement may be executed and delivered in counterparts, including by a facsimile or by scan and electronic transmission, each of which will be deemed an original. Any document generated by the Parties related to this Agreement may be imaged and stored electronically and introduced as evidence in any proceeding as if original business records. (i) This Agreement contains the complete and entire agreement between the Parties as to its subject matter, and replaces and supersedes any prior or contemporaneous communications, representations, or agreements, whether oral or written with respect to such subject matter. (j) This Agreement may not be modified except by mutual written agreement signed by the Parties’ authorized representatives expressly modifying this Agreement.

Electronic communications do not constitute a “written agreement” under this provision. [Signature Page Follows]
. . . .

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Itron Master Sales Agreement Page 11 of 60 Itron Confidential AGREED:

Itron, Inc. City of Vernon, California \si2\ \si1\
Signature Signature \na2\ \na1\
Printed Name Printed Name \ti2\ \
Title Title \ds2\ \ds1\
Date Date
Itron, Inc. Attest \si2\
\si1\
Signature Signature \na2\ \na1\
Printed Name Printed Name \ti2\ \ti1\
Title Title \ds2\ \ds1\
Date Date
Approved as to Form
\si1\
Signature \na1\
Printed Name \ti1\
Title \ds1\
Date
. . . .

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ATTACHMENT SCHEDULE
• Equipment Addendum • Maintenance and Support Services Addendum • Software Addendum • SaaS Addendum . . . .

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EQUIPMENT ADDENDUM
1 Relationship to General Terms and Conditions.

This Addendum is governed by the General Terms and Conditions and applicable Order Documents. 2 Additional Definitions.

The following defined terms are in addition to those defined in the General Terms and Conditions:

Equipment means Itron Equipment and Third Party Equipment.

Firmware means the object code version of software embedded in Equipment.

Itron Equipment means equipment listed on an Order Document for sale to Customer under this Agreement that is manufactured by or on behalf of Itron.

Third-Party Equipment means equipment listed on an Order Document for sale to Customer under this Agreement that is not manufactured by or on behalf of Itron.

Warranty Period means the Itron Equipment warranty period specified on the attached Itron Equipment Warranty Table, if no other applicable Warranty Period is specified in the Order Document, or the Warranty period set forth in the Order Document, if the Order Document specifies the applicable Warranty Period.
3 Ordering Equipment.

Customer shall order Equipment by issuing a Purchase Order to Itron in accordance with this Agreement. 4 Invoicing.

Itron will invoice Customer for Equipment, any related surcharges, and reimbursable shipping-related expenses, on or after the date of shipment. 5 Ordering, Lead Time & Ship Date.

Scheduled shipping dates will be assigned by Itron as close as possible to Customer’s requested date based on Itron’s then-current lead times for the Equipment. Upon Customer’s request, Itron will communicate current lead times. Itron will also communicate scheduled shipping dates in the order acknowledgment or on Itron’s customer portal.
6 Order Cancellation & Rescheduling.

Purchase Orders for Equipment may not be canceled or rescheduled by Customer, unless agreed to by Itron. 7 Forecasts.

Each month Customer will provide Itron with a rolling, nonbinding, minimum 12-month forecast of Customer’s anticipated Equipment demand. 8 Shipment, Title & Risk of Loss.

Itron will ship Equipment to the location specified in the applicable Purchase Order. Unless otherwise provided in a Pricing Summary to this Agreement, Customer is responsible for reimbursing Itron’s freight, insurance, and other shipping expenses, which will be invoiced to and paid by Customer. At Customer’s request, Itron will make shipping arrangements with Customer’s designated carrier to ship Equipment from the production facility to the final delivery destination on Customer’s account, if Customer provides Itron with account and other information required by Itron to make such arrangements. Otherwise, Itron will select the carrier. Risk of loss and title to Equipment shall transfer . . . .

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Itron Master Sales Agreement Page 14 of 60 Itron Confidential to Customer upon shipment. Itron may charge Customer reasonable storage fees if Customer’s designated carrier fails to take delivery of Equipment within five (5) business days of the date Itron makes such Equipment available for shipment. 9 Documentation.

Itron will make its standard Documentation for Itron Equipment available via download. Itron will provide Customer with download instructions.
10 Equipment Firmware.

The purchase of Itron Equipment includes a nonexclusive license under Itron copyrights to use Firmware in Itron Equipment. The license to any Firmware in Third-Party Equipment purchased by Customer through Itron shall be between Customer and the manufacturer of the Third-Party Equipment. 11 Returns.

Except as provided in Section 12 below, Itron does not accept returns unless: (i) Itron shipped a product other than as specified in the Purchase Order, (ii) such product is unopened, and (ii) the product is returned in accordance with Itron’s then current RMA policy and procedures. 12 Itron Equipment Warranty.

Itron warrants solely to Customer that, during the Warranty Period, Itron Equipment will be free from defects in materials and workmanship and will conform in all material respects to the applicable Itron published specifications. As Customer’s sole and exclusive remedy for a breach of the foregoing warranty, Itron will, at its option and expense: (i) repair or replace faulty Itron Equipment under warranty after it has been returned to an Itron-designated repair facility during the Warranty Period in accordance with Itron’s then current RMA policy and procedures, (ii) provide Customer with a Firmware or software fix to correct the nonconformity, or (iii) if Itron determines (in its reasonable judgment) that it is unable to provide a remedy specified in item (i) or (ii) of this section, Itron will provide Customer with a depreciated refund of the purchase price for the applicable Itron Equipment. Customer will pay the cost of returning Itron Equipment to the Itron designated repair facility and Itron will pay the cost of returned repaired or replacement Itron Equipment to Customer. Customer is responsible for any labor costs associated with removal or reinstallation of Itron Equipment. Repaired and replacement Itron Equipment will be warranted for the remainder of the Warranty Period, or sixty (60) days from the ship date of the repaired or replaced Itron Equipment, whichever is longer. Additional warranty terms for specific Itron Equipment may be specified in the attached Itron Equipment Warranty Table. 13 Itron Equipment Warranty Exclusions.

The above warranty and additional warranty terms in the attached Itron Equipment Warranty Table do not cover Itron Equipment in poor operating condition due to: (a) changes made to Itron Equipment without Itron’s prior written consent; (b) use with cables, mounting kits, antennas, battery backups and other devices, third party software or firmware that Itron has not provided to Customer or approved in writing for use with Itron Equipment; (c) Customer’s or a third party’s misuse, abuse, negligence, or failure to install, test, handle or operate Itron Equipment in accordance with its Documentation; (d) a Force Majeure event; or (e) incorrect data, or data entry or output by Customer or a third party not under Itron’s control. Additional warranty exclusions for specific Itron Equipment may be specified in the attached Itron Equipment Warranty Table. Customer may request that Itron repair Itron Equipment damaged by any of the foregoing; if Itron agrees to make such repairs, Customer may be charged additional Fees. . . . .

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Itron Master Sales Agreement Page 15 of 60 Itron Confidential 14 Integration of Itron Equipment.

If Customer purchases Itron Equipment for integration into third-party devices or other third-party hardware, Customer must obtain warranty service for the Itron Equipment from the third-party integrated device provider.
15 Equipment End of Sale.

15.1 Notice. During the applicable pricing period, Itron will provide Customer with no less than one hundred and eighty (180) days’ notice before discontinuing the sale of any Itron Equipment set forth in an Order Document, provided that Customer has purchased such Itron Equipment within the three hundred and sixty-five (365) day period preceding the date upon which notice is to be given. During the foregoing notice period, Customer may place non-cancellable non- returnable “last time buy” Purchase Orders for any Itron Equipment identified in the end of sale notice, unless such discontinued sale is due to a Force Majeure Event in which case the last time buy will be governed by the Force Majeure Event notification. Customer must take delivery of all such Itron Equipment ordered within one hundred and eighty (180) days of the Purchase Order acceptance date or within thirty (30) days from shipment availability, whichever is longer.

Itron’s sole obligation with respect to the discontinuance of Third-Party Equipment is to provide Customer with any end of sale notice that Itron receives from the Third-Party Equipment manufacturer.

15.2 Replacement Itron Equipment. Itron will not end of sale any Itron Equipment during the pricing period without making functionally equivalent replacement equipment available for purchase by Customer, provided such functionality is listed in the Itron Documentation for such Itron Equipment in use by Customer. Any such replacement equipment will be backwards compatible and interoperable with other Itron Equipment to the same extent as the Itron Equipment it was designed to replace. Itron may either (i) disable any new functionality or features provided by the replacement equipment, or (ii) if Itron is unable to disable any new functionality or features in the replacement equipment, or Customer elects to purchase such new functionality or features, charge Customer the applicable fees for such new functionality or features.
16 Third-Party Equipment Warranty.

Itron is not the manufacturer of the Third Party Equipment and makes no representations or warranties whatsoever, directly or indirectly, express or implied, as to the suitability, durability, fitness for use, merchantability, condition, quality, performance or non-infringement of Third-Party Equipment. Third Party Equipment shall be subject to any warranties provided by the Third Party Equipment manufacturer.

Itron will pass through to Customer, or make commercially reasonable efforts to enforce on Customer’s behalf, any warranties and remedies received from the Third Party Equipment manufacturer. 17 Survival.

The following sections of this Addendum shall survive termination or expiration of this Agreement or any Order Document or Statement of Work: 1 (Relationship to General Terms and Conditions), 2 (Additional Definitions), 4 (Invoicing), 6 (Order Cancellation & Rescheduling), 8 (Shipment, Title & Risk of Loss), 10 (Equipment Firmware), 11 (Returns), 12 (Limited Itron Equipment Warranty), 13 (Itron Equipment Warranty Exclusions), 14 (Integration of Itron Equipment), 15 (Third-Party Equipment) and 16 (Survival). . . . .

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ITRON EQUIPMENT WARRANTY TABLE
Itron Equipment orRepair Service Warranty Period and Additional WarrantyTerms 100W+ series water module (including
battery)
500W series water module (including
battery)
Each 100W+ and 500W series water module (including
battery) (each, a “Water Module” and collectively, the
“Water Modules”) rece
ives a 20-year warranty consisting
of 10 yearsof warranty
coverage underSection12 (“Itron
Equipment Warranty”) followedby10 yearsofdiscounts
against replacementproducts,asdescribed below:

WarrantyPeriod:10years fromdateof shipment.

DiscountPeriod: If a Water Module (including battery)
fails during theten-yearperiodfollowing expirationofthe applicable WarrantyPeriod(the“Discount Period”),
subject to applicable warranty exclusions under Section 13 (“ItronEquipment Warranty Exclusions”),Itron will
provideCustomerwithadiscountoff Itron’s then-current
list priceforanyavailable Itron watermoduleto replace
the failedWater Module (including battery)per the
discountssetforth below:

DiscountPeriodDiscount
Years1through5 50%
Years6through10 25%
Itron does not guarantee that replacement Water Modules will be backwards compatible.

Warranties on the applicable Water Modules shall be void if (a) such Water Module is used in connection with a third- party reading system that has not been approved by Itron in writing; or (b) Customer utilizes the two (2) battery version of such 500W Water Module in mobile mode for
more than two (2) consecutive years.

CGR ACT Module (CAM) Warranty Period
: 5 years from date of shipment.

Itron Leak Sensor
CENTRON Electric Meter Warranty Period: 3 years from date of shipment.

Intellis Gas Meter
SENTINEL Electric Meter
QUANTOMETER (MZ) Gas Meter Warranty Period: 2 years from date of shipment.

ROTARY (DELTA) Meter
TURBINE (FLUXI) Gas Meter
Repairs or updates for out-of-warranty
electricity meters
Additional Warranty Terms: Itron shall perform the
repairs or updates with reasonable care and in a diligent and competent manner. Itron's sole obligation in connection with repair or update failures shall be, at its option, to correct or re perform repairs/updates or refund to Customer the amount paid for the repairs/updates. Customer must
report any deficiencies in repair work to Itron in writing . . . .

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Itron Master Sales Agreement Page 17 of 60 Itron Confidential Itron Equipment orRepair Service Warranty Period and Additional WarrantyTerms within 90 days of shipment to receive the remedies
described herein.

Repairs or updates for out-of-warranty
Socket Based Routers, Pole Mounted
Routersand Routing Nodes
Additional Warranty Terms: Itron shall perform the
repairs or updates with reasonable care and in a diligent and competent manner. Itron's sole obligation in connection with repair or update failures shall be, at its option, to correct or re perform repairs/updates or refund to Customer the amount paid for the repairs/updates. Customer must
report any deficiencies in repair work to Itron in writing within 90 days of shipment to receive the remedies
described herein.

All other Itron Equipment not listed
above.

Warranty Period: 1 year from date of shipment.
. . . .

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MAINTENANCE AND SUPPORT SERVICES ADDENDUM

1. Relationship to General Terms and Conditions.

This Addendum is governed by the General Terms and Conditions and applicable Order Documents.

2. Additional Definitions.

The following defined terms are in addition to those defined in the General Terms and Conditions:

Annual Adjustment means Itron’s annual price increase.

Annual Fees means the annual fees identified in an Order Document for each category of Covered Product, plus the Annual Adjustment, if any.

Client Services Guidelines Documents means the following documents as they may be updated by Itron from time to time: “Product Contact Information Sheet”, “After Hours Support”, “Itron Equipment Repair Center Locations”, and “Working Effectively with Itron Global Services”. Copies of the Client Services Guidelines Documents may be obtained by calling (877) 487-6602 or such other number or process provided by Itron to Customer.

Covered Equipment means Itron equipment identified as “Covered Equipment” in an Order Document.

Covered Firmware means Itron’s network and application firmware embedded within a communicating device identified in an Order Document (e.g., network interface cards, meters, endpoints, network equipment, etc.) for which Customer has purchased firmware Maintenance Services.

Covered Products mean Covered Firmware, Covered Software, Covered Equipment and Third Party Covered Products.

Covered Software means Itron software identified as “Covered Software” in an Order Document.

Error means a material failure of Covered Firmware or Covered Software to comply with applicable published Itron specifications.

Fix means a correction or workaround for an Error.

Global Support Services means those support services provided by Itron technical representatives via telephone, email, website or other means to assist Customer’s Primary Service Contacts with questions or issues related to the operation of Covered Products.

Improvement means an update, modification, enhancement and/or extension to Covered Software functionality that is included in a Release.

M&S Commencement Date means the date upon and after which a Covered Product will be entitled to receive Maintenance Services, which unless otherwise provided in the applicable Order Document, will be as follows: . . . .

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Itron Master Sales Agreement Page 19 of 60 Itron Confidential Covered Product M&S Commencement Date
On premise Covered Software First day of month following date Covered Software is made available to Customer
Covered Firmware Date of shipment of the applicable
communicating device
Covered Software provided as Software-
as-a-Service or Hybrid SaaS subscription
The earlier of (1) validation of Software-
as-a-Service implementation by Itron
pursuant to the applicable Statement of
Work, or (2) sixty (60) days after
completing application system setup
Covered Equipment End of warranty period
Third Party Covered Products Per applicable third-party service provider terms and conditions
Maintenance Billing Cycle means a period of one year beginning on the Effective Date or any anniversary thereof.

Maintenance Services means services provided under this Addendum.

Operating Condition means performance in accordance with applicable published Itron specifications.

Primary Services Contacts means Customer’s primary support staff who provides internal support to Customer’s operations personnel and who are key interface to Itron for all Maintenance Services.

Release means a collection of Fixes and / or Improvements made available by Itron to Customer.

Service Levels means the defined level of impact and associated response time, effort level, and escalation path procedures and guidelines described in Attachment A-1 to this Addendum.

Service Request means an Itron tracked Customer request for Global Support Services.

Third Party Covered Products means third-party equipment and third-party software identified as “Third Party Covered Products” in an Order Document.

3. End of Support.

Itron may discontinue Maintenance Services for any Covered Equipment, Covered Firmware or Covered Software, effective as of the end of the applicable Maintenance Billing Cycle, by giving Customer written notice of such discontinuance no less than one hundred eighty (180) days prior to the end of such Maintenance Billing Cycle. The end of support date for a Third Party Covered Product shall be the date specified by the applicable third-party service provider, which date will be promptly communicated by Itron to Customer following the date of receipt. . . . .

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Itron Master Sales Agreement Page 20 of 60 Itron Confidential If the end of support date is scheduled within a subsequent Maintenance Billing Cycle, Annual Fees for that subsequent Maintenance Billing Cycle will be pro-rated through the end of support date. At Customer’s request, or as defined in a related SaaS addendum / Order Document, Itron may elect to provide custom support for products for which Maintenance Services have been discontinued at Itron’s then-current rates. Unless otherwise agreed by the Parties in accordance with the foregoing sentence, Itron shall have no obligation to provide Maintenance Services with respect to Covered Products for which Itron has discontinued Maintenance Services.

Periodically, Itron will make available product plan publications, including product information letters (PIL), product newsletters or written technology roadmaps which outline Itron’s general plans for continued support and end of support of applicable Covered Products. Product publications are used as general guidelines for Customer communications and planning, which may be updated from time to time.

4. Principal Services Contacts.
a. Designation by Customer.

Customer shall designate a minimum of one and not more than two Primary Services Contacts for each Covered Product line, to serve as administrative liaisons for all matters pertaining to Maintenance Services for such Covered Product line and shall provide their contact information to Itron’s customer account representative. Primary Services Contacts shall promptly report problems with Covered Products by submitting a Service Request for entry into Itron’s support tracking system. Although it is Customer’s sole right to choose its Primary Services Contacts, Customer and Itron acknowledge that each Primary Services Contact must have the appropriate technical skills and training for the position. If Customer replaces a Primary Services Contact, Customer will provide updated contact information to Itron’s customer account representative, and the new Primary Services Contact will be properly trained prior to interfacing with Itron support personnel. b. Training of Principal Services Contacts.

Before a Primary Services Contact interfaces with Itron support personnel, he/she will attend training sessions offered by Itron, an Itron-approved trainer, or Customer’s training program approved by Itron to ensure that the Primary Services Contact is (i) knowledgeable about operation of the applicable Covered Products, and (ii) qualified to perform problem determination and remedial functions with respect to such Covered Products. Customer may perform Itron-approved training or may engage Itron to perform training of Primary Services Contacts at Itron’s then current rates. Itron will make training sessions available by remote video conference or training will be made available at a location or in a manner mutually agreed by the Parties. Customer shall be responsible for all Customer’s associated travel-related expenses and, if the Parties agree that training will be provided at a location other than an Itron-designated facility (e.g., at a Customer-proposed facility), Customer will also reimburse Itron’s travel-related expenses. The Primary Services Contacts must have the skills and capabilities to train other Customer personnel on Covered Products. Itron may update Covered Product training from time to time and, upon receiving notice of such . . . .

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Itron Master Sales Agreement Page 21 of 60 Itron Confidential updates from Itron, Customer shall promptly provide such training to its Primary Services Contacts in accordance with this Section.

5. Global Support Services & Service Requests.
a. Global Support Services.

Itron will make support representatives available to provide technical support during its then current normal business hours as set forth in the Product Contact Information Sheet included within the Client Services Guidelines Document. Global Support Services include troubleshooting & problem diagnosis relating to Covered Products; release or system management consulting; and recommendations for fully utilizing Covered Products.

Customer acknowledges and agrees that Global Support Services are not intended as a substitute for training of Customer personnel, field support, or Itron professional services.

Nor will Customer use Global Support Services in lieu of having qualified and trained support personnel of its own.
b. Service Request Process.

Customer shall submit Service Requests in the manner required by the Client Services Guidelines Documents and Service Levels. Customer may submit Service Requests on a 24/7/365 basis and Itron will respond to such Service Requests in accordance with the Service Levels. When Customer submits a Service Request, Customer will reasonably assess its urgency according to the appropriate Severity Level in Attachment A-1 to this Addendum. Itron will designate the initial Severity Level and the Parties will resolve any perceived gap regarding the Severity Level designation as soon as is reasonably practical. c. Field Support.

At Customer’s request, and Itron’s approval, Itron will dispatch support personnel to Customer’s location to provide onsite Global Support Services (“Requested Field Support”) related to a reported problem which cannot be addressed remotely. Requested Field Support will be billed at Itron’s then-current rates, and Customer will reimburse Itron’s travel-related expenses, unless the cause of the reported problem is found to be the fault of Itron.

6. Itron Firmware and Software Maintenance.
a. Scope.

Firmware Maintenance Services covers its associated Covered Firmware embedded within the applicable communicating device. Software Maintenance Services covers its associated Covered Software sold as any of the following: (i) on premise software license, and (ii) Software-as-a-Service or SaaS Hybrid subscription for software residing in the Itron cloud. b. Modifications.

Itron may modify or replace Covered Firmware and Covered Software so long as such modifications or replacements do not eliminate key, documented functionality provided by the most current System Release.
c. Fixes.

Itron shall provide Fixes in accordance with the Service Levels. Itron’s obligations with respect to Service Levels are contingent upon Customer (i) devoting the same level of effort to resolving the Error as is required of Itron, (ii) responding to requests made by Itron . . . .

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Itron Master Sales Agreement Page 22 of 60 Itron Confidential within the applicable Response Time, (iii) assigning only qualified personnel to help Itron address the Error, and (iv) providing all information, access, and assistance reasonably requested by Itron to address the Error.
d. Improvements.

Itron shall provide Improvements, if any, at no charge to Customer if such Improvements are made within the current product specifications and are made available to Itron customers generally at no charge. Improvements released as new add-on modules/features and not part of the products original specifications, may require additional licensing and support fees and will be made available at Itron’s then current rates. e. Software Releases.
i. Release Numbering Convention.

Upgrades, Fixes and/or Improvements are made available to customers through periodic Software Releases. For informational purposes, Itron’s current practice (which may be changed by product, at any time in Itron’s discretion) is to provide Software Releases using the numbering guideline, "X.X.X.X"
ii. The first place, "X.X.X.X", in Itron’s numbering convention refers to a "Major Release”, or “System Release", which consists of a new version of Covered Software. A Major Release may include architectural changes, Improvements, Fixes and / or interfaces to new functional modules or platforms. A Major release may require infrastructure or component updates which affect compatibility with previous release versions.
iii. The second place, "X.X.X.X", in Itron’s numbering convention refers to a "Minor Release, which is an update to a current Major Release. A Minor Release may include consolidation of previous Service Packs, Improvements, Fixes, platform / 3rd party updates. Minor Release are provided to Itron customers on a regularly scheduled basis. iv. The third place "X.X.X.X", in Itron’s numbering convention refers to a "Service Pack, which is an update to specific modules found in a current Major Release. A Service Pack may include Fixes to Severity 1 - Severity 4 issues for a specified Minor or Major Release. v. The fourth place, "X.X.X.X", in Itron’s numbering convention refers to a "Hot Fix," which is an un-scheduled release provided to one or more customers as a short-term, temporary fix to a critical Severity Level 1 Error. While not utilized by all Itron software product lines, Hot Fix releases are not made available to Itron customers generally but may be included in the next scheduled Minor Release or Service Pack for general release.
f. Support for Covered Firmware.

Itron will only provide Maintenance Services for Covered Firmware if Customer: (i) is current on all applicable fees for such Maintenance Services, (ii) tests and installs the latest Covered Firmware Fix within twelve (12) months of being made available to Customer, and (ii) tests and installs the latest Covered Firmware Improvement within twenty-four (24) months of being made available by Itron. . . . .

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Itron Master Sales Agreement Page 23 of 60 Itron Confidential g. Support for On Premise Itron Enterprise Edition and OpenWay Software.

Itron will only provide Maintenance Services for on premise Itron Enterprise Edition and OpenWay software if Customer: (i) pays the applicable fees for such Maintenance Services, (ii) tests and installs Service Pack Releases associated with the Major or Minor Release in use by Customer within twelve (12) months of such Service Pack Releases being made available to Customer, and (iii) tests and installs the latest Major or Minor Releases within twenty-four (24) months to thirty-six (36) months of such Software Release being made available by Itron.
h. Support for Other On Premise Covered Software.

Itron will only provide Maintenance Services for other on premise Covered Software if Customer: (i) pays the applicable fees for such Maintenance Services, and (ii) tests and installs Major, Minor and Service Pack Releases within twelve (12) months of such Software Releases being made available by Itron.
i. Support for SaaS or IaaS.

Itron will only provide Maintenance Services for Covered Software sold as a Software-as-a- Service or Hybrid SaaS subscription if Customer: (i) is current on all applicable fees for such Software-as-a-Service or SaaS Hybrid subscription and related Maintenance Services, and (ii) tests a Release as installed by Itron either in Customer’s production Software-as-a- Service or Hybrid SaaS environment, or in Customer’s funded non-production Software-as- a-Service or Hybrid SaaS environment, prior to Customer’s full production use of the Release.
j. Support for Unsupported Itron Software and Firmware.

At Customer’s request, Itron may elect to provide Maintenance Services for an unsupported Release at its then-current rates.
k. Mandatory Revisions.

Customer must install all software and firmware updates, patches, and service packages provided by, or as directed by, Itron from time to time and which may be required to correct errors, vulnerabilities, third-party concerns, or as otherwise necessary to ensure proper functioning of the Covered Software or to protect the interests of the Parties (“Mandatory Revisions”). ITRON IS NOT LIABILE FOR ANY CUSTOMER OR THIRD-PARTY DAMAGES RESULTING FROM CUSTOMER’S FAILURE TO INSTALL ANY MANDATORY REVISION IN A TIMELY MANNER.
l. Installation Services for On Premise Releases.

Maintenance Services for on premise Covered Software and Covered Firmware includes the following Release installation services: limited, remote consulting support, during standard business hours, for Covered Software and Covered Firmware on Itron-approved server configurations for one production server and one non-production server (test, training, or back-up – for example) owned / operated by Customer. At Customer’s request, Itron may provide on premise Software Release installation services for System Releases or Service Packs on current certified production servers, additional production servers or nonproduction servers, at its then-current rates. Itron will install Releases to Covered . . . .

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Itron Master Sales Agreement Page 24 of 60 Itron Confidential Software sold as a Software-as-a-Service or Infrastructure-as-Service subscription in accordance with the applicable terms and conditions for such services. m. Restoring Firmware or Software to Maintenance Services.

If Customer declines or discontinues Maintenance Services for Covered Firmware or Covered Software and thereafter wishes to resume such Maintenance Services for the most recent Release of that Covered Firmware or Covered Software, Customer shall, prior to receiving Maintenance Services, notify Itron in writing of its request for Maintenance Services and pay Itron’s then-current re-initiation fee, which shall not exceed an amount equal to all Annual Fees that would have been invoiced for the applicable Covered Firmware or Covered Software if Customer had not elected to decline or discontinue Maintenance Services for that Covered Firmware or Covered Software, plus a five percent (5%) markup, in addition to prorated Annual Fees for the then-current Maintenance Billing Cycle. n. Exclusions.

Itron shall have no obligation to provide Maintenance Services for, or liability to Customer for Covered Software adversely affected by (i) use of Covered Firmware or Covered Software by anyone other than Itron in combination with software, equipment, or communications networks not referenced in the Documentation as being compatible with the Covered Firmware or Covered Software; (ii) modification or recompiling of Covered Firmware or Covered Software or Covered Software installation instructions / installation scripts or database schema scripts, or improper installation of a Release, by anyone other than Itron, (iii) failure to perform customer responsibilities describe in this Addendum, (iv) use of an unsupported version of Covered Firmware or Covered Software by anyone other than Itron; (v) Customer’s failure to implement a Mandatory Revision; (vi) maintenance and/or support of Covered Firmware or Covered Products other than by Itron; or (vii) viruses introduced through no fault of Itron.
o. Documentation and Backup.

Itron will make an electronic copy of the Documentation available to Customer at no additional charge via physical media or download access. Itron will also maintain a copy of its most recent supported version of executable Covered Firmware and on premise Covered Software to be made available to Customer or installed by Itron as necessary in the event of corrupted or inoperative Covered Firmware or on premise Covered Software. Said copy of executable Covered Firmware or on premise Covered Software or Third-Party software does not relieve Customer of its responsibility to backup and managed its Covered Firmware or on-premise software installation as part of ongoing system operation. p. Customer Responsibilities.

The provision of Maintenance Services for Covered Firmware or Covered Software by Itron assumes that Customer will facilitate such services as follows:
i. Service Requests.

Customer will support Itron investigation and restoration efforts as defined in the Service Level table and will act upon / implement support solutions and workarounds recommended by Itron in a timely fashion. When escalating a Service Request with Itron, Customer’s Primary Service Contact shall collect and provide all data logs, findings, analysis, and any . . . .

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Itron Master Sales Agreement Page 25 of 60 Itron Confidential relevant forensic information pertaining to the issue as outlined in Client Services Guideline Documents.
ii. Data Review.

If Itron determines that it is necessary to evaluate Customer data to reproduce error conditions not reproducible with Itron’s standard test data sets, Customer will provide Itron with reasonable access to such data. Itron shall not be liable for any delay or failure to resolve the problem if access to such Customer data is denied to Itron. iii. Installation and Upgrades.

Customer will engage Itron Global Support Services or their Itron account team for any Covered Firmware or on premise Covered Software installations and upgrades which require support beyond that provided herein.
iv. Remote Access.

Customer is responsible for supporting necessary remote access to Covered Firmware or on premise Covered Software by Itron support personnel assigned to provide Maintenance Services for purposes of remote diagnosis and troubleshooting of Covered Firmware or on premise Covered Software. Itron shall not be liable for any delay or failure to resolve a problem if remote access to Covered Firmware or on premise Covered Software is denied to Itron.
v. System Configuration,
Operation and Maintenance. Customer is responsible for the configuration, operation, and maintenance of equipment, system peripherals, operating system, and data communications environment associated with on premise Covered Software. These activities include but are not limited to checking audit logs, clearing discovered exceptions, and performing daily, weekly, and monthly operational tasks and systems responsibilities.

Customer is responsible for any change made to Customer’s software system, operating system, database or network configuration or any change to installation procedures, scripts, or any other provisions that materially affect the usability or operation of on premise Covered Software. Customer will consult with Itron prior to making any material changes that may affect the installation or operation of on premise Covered Software. vi. Network Administration.

Customer is responsible to monitor and maintain, repair, replace and upgrade its local, and wide area network components (if any)—including network servers, network clients, network hubs, routers, modems, and other software components necessary for efficient and reliable network operations associated with Covered Firmware or on premise Covered Software—to ensure continued conformance with the applicable published Itron specifications. In addition, Customer is responsible to administer related host names, Internet Protocol addresses, network interfaces, access, security, communications, and equipment and software version control.
vii. Database Administration.

Customer is responsible to administer the agreed upon database(s) associated with on premise Covered Software, including hardware and software components, in accordance with the Documentation, which administration shall include, monitoring the database server, backing up electrical power sources, and configuring and administering of database schema, . . . .

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Itron Master Sales Agreement Page 26 of 60 Itron Confidential application interfaces, networking operating system, communications, and file transfer software. Customer is responsible to maintain database files (e.g., truncate, cleanup, and delete files consistent with industry standard practices) and perform regular data backup and data archiving.

7. Itron Equipment Maintenance.
a. Preventive and Corrective Maintenance.

Upon receipt of an item of Covered Equipment, Itron shall (i) perform preventative Maintenance Services necessary to maintain the Covered Equipment in Operating Condition, and (ii) diagnose and correct any failure in the Covered Equipment as necessary to meet Operating Condition, excluding minor cosmetic deficiencies such as blemishes, dents or scratches.
b. Maintenance Procedures.

Customer shall initiate a request for Maintenance Services for Covered Equipment by delivering the Covered Equipment to the applicable Itron Certified Repair Center identified on the Itron Equipment Repair Table. Return of Covered Equipment shall be at Customer’s expense and in accordance with Itron’s then-current Return Material Authorization (“RMA”) procedures. Upon receipt of Covered Equipment (with the required information) under Itron’s RMA procedures, Itron shall assess the item to determine (a) whether it is in fact Covered Equipment and (b) whether the maintenance requested is included within the Maintenance Services ordered by Customer and not otherwise excluded from coverage. If the returned equipment is determined to be Covered Equipment and the maintenance requested is included in the Maintenance Services ordered by Customer, Itron shall provide the applicable Maintenance Services and return the item of Covered Itron Equipment to Customer at Itron’s expense within the applicable turnaround time identified on the Itron Equipment Repair Table. If Itron determines that returned equipment is not Covered Equipment or is excluded from the Maintenance Services ordered by Customer, then Itron will proceed in accordance with the estimation fees section below. c. Exclusions.

Covered Equipment Maintenance Services do not include repairs related to: (i) damage due to accident, abuse, misuse, inadequate maintenance, problems caused by electrical power surges or acts of God outside of the tolerances set forth in the applicable published Itron specifications; (ii) service or repair processes (including installation or de-installation of equipment, parts, or firmware/software) not performed or authorized by Itron; (iii) use of parts, configurations or repair depots not certified or authorized by Itron; or (iv) Customer’s failure to perform material Customer responsibilities in accordance with this Addendum, including caring for Covered Equipment in accordance with applicable Documentation. d. Estimation Fees.

Itron will provide Customer with a price quote for the estimated cost (including current inspection fees), including labor, materials and shipping, for any repairs to equipment that are requested, which Itron determines are excluded from or not included within the Maintenance Services ordered by Customer. If Customer elects not to proceed with the . . . .

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Itron Master Sales Agreement Page 27 of 60 Itron Confidential requested repair, Itron will return the item of equipment at Customer’s expense and Itron may charge Customer its then-current inspection fee.
e. Adding/Restoring Equipment to Maintenance Services.

Following the Effective Date, additional Covered Equipment purchased by Customer, of a similar type and model already covered under this Addendum, shall automatically be deemed to be Covered Equipment following the M&S Commencement Date. If Customer declines or discontinues Maintenance Services for any Covered Equipment and thereafter wishes to add or restore such equipment as Covered Equipment, Itron may, prior to such equipment being included as Covered Equipment, inspect such equipment at Itron’s then current rates to determine whether it is in Operating Condition and/or charge Itron’s then current re-certification fee, in addition to prorated Annual Fees for the then-current Maintenance Billing Cycle (the “Re-initiation Costs”). At Customer’s request, Itron will provide Customer with a quote for estimated Re-initiation Costs for equipment that Customer wishes to add or restore as Covered Equipment under this section. f. Equipment Responsibilities.

Itron shall make available, and Customer shall obtain, a copy of the Documentation for Covered Equipment and Customer will be responsible to perform preventive maintenance for each such item in accordance with such Documentation. Customer shall also keep accurate records of Covered Equipment serial numbers and locations to assist Itron with performing Maintenance Services

8. Fees and Invoicing.

As compensation for the Maintenance Services, Customer shall, in advance, pay to Itron Annual Fees for each Maintenance Billing Cycle in which it receives Maintenance Services.

Itron shall invoice Customer for Maintenance Services to be provided during the first Maintenance Billing Cycle as soon as practicable following the Effective Date. For Maintenance Services provided during any subsequent Maintenance Billing Cycle, including Maintenance Services for newly purchased or licensed Covered Products, Itron shall provide Customer with a renewal notice at least 120 days prior to the commencement of each Maintenance Billing Cycle. Customer may discontinue Maintenance Services for any Covered Product(s) by providing Itron with written notice of non-renewal for such Covered Product(s) no less than 90 days prior to the commencement of any subsequent Maintenance Billing Cycle. Otherwise, approximately 20 days prior to the commencement of each subsequent Maintenance Billing Cycle, Itron shall provide Customer with an invoice for Annual Fees payable by Customer for the forthcoming Maintenance Billing Cycle. Itron may, in its discretion, invoice Customer for Maintenance Services for a Covered Product that is added during any Maintenance Billing Cycle as soon as such Maintenance Services have been added (at a prorated amount) or at the beginning of the next Maintenance Billing Cycle. The Annual Fee for any partial Maintenance Billing Cycle (i.e., for Covered Products with a Maintenance Commencement Date or an increase in the applicable Annual Fees that falls after the beginning of the Maintenance Billing Cycle) shall be prorated based on the applicable M&S Commencement Date or Annual Fee increase date and the remaining number of months Customer is to receive Maintenance Services during such Maintenance Billing Cycle. . . . .

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9. Support for Third Party Products.

Itron shall provide first tier Global Support Services for Third Party Covered Products by handling all Customer inquiries, attempting to identify the component involved in the problem and obtaining appropriate documentation of such inquiry or problem. In addition, Itron shall make commercially reasonable efforts to facilitate Customer’s receipt of maintenance and support for such Third-Party Covered Products consistent with the third- party maintenance terms identified on the applicable Order Document. Notwithstanding anything else to the contrary, Itron’s sole obligation under this Addendum with respect to Third Party Covered Products shall be as set forth in this section.

10.Survival.

The following sections of this Addendum shall survive termination or expiration of this Agreement or any Order Document or Statement of Work: Section 3 (End of Support), 6.14 (Exclusions), 7.3 (Exclusions), Section 8 (Fees and Invoicing) and 10 (Survival). . . . .

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Itron Master Sales Agreement Page 29 of 60 Itron Confidential Attachment 1 to Maintenance & Support Services Addendum – Software Maintenance & Support Service Levels – . . . .

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Itron Master Sales Agreement Page 30 of 60 Itron Confidential Severity Level Response Times Effort Level and
Restoration
Escalation
. . . .

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Itron Master Sales Agreement Page 31 of 60 Itron Confidential Severity Level 1*
Business Impact:

Critical Impact /
System Down. A
Production System
Error for which there
is no work-around,
which causes
Covered Firmware
or Covered Software
Product or a critical
business function /
process of said
product to be
unavailable such
that system
operation cannot
continue.

Example: a) Billing
cannot be
completed, b) Major
documented
function not
working, c) System
hung or completely
down
During regular
business-hours Itron
will begin the Service
Request process
during Customer’s
initial call.

During after-hour
periods, Itron will
respond to a critical
support voice
messages within 15
minutes by a return
call to Customer, to
validate receipt of the
critical support call
and begin the Service
Request process.

Following the start of
the Service Request
process Itron will
respond to
Customer’s Service
Request within two
(2) business hours
with an investigation
response.

Itron will update
Customer at three (3)
hour intervals during
each day the Service
Request remains
unresolved, or as
otherwise agreed by
the Parties.

Customer will respond
to an Itron inquiry or
request within three
(3) hours.

Itron will make diligent
efforts on a 24x7
basis, or as otherwise
agreed by the Parties,
to:
i) restore Covered
Firmware or Covered
Software with a
change to eliminate
root cause, ii) provide
a workaround which
restores Covered
Firmware or Covered
Software and
downgrades the
Severity Level to S2,
S3, S4.

Customer Support
Staff must be available
24x7 to work
cooperatively with
Itron continuously until
such time restoration
is achieved.

An unresolved Service
Request shall be
escalated to Itron
management as
follows:

After 30 minutes:

Technical Customer
Support Team Lead
After 8 hours:

Manager, Technical
Client Services
After 16 hours:

Director, Global
Support Services
After 48 hours:

Service Request. Vice
President, Services
and Delivery
After 72 hours:

President, Itron
. . . .

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Itron Master Sales Agreement Page 32 of 60 Itron Confidential Severity Level 2*
Business Impact:

Major impact,
degraded
Operation. An Error
other than a
Severity Level 1
Error, for which
there is no work-
around, which
degrades or limits
operation of major
system functions
causing Covered
Firmware or
Covered Software to
miss required
business interface or
deadlines. Covered
Firmware or
Covered Software
remains available
for operation but in
a highly restricted
fashion.

Example: a) Billing
cannot be
completed on time,
b) Major function is
operating outside
documented timing
/ term, c) Covered
Firmware or
Covered Software
operating slow,
missing data, data
delivery, daily
mission.

During regular
business-hours Itron
will respond to
Customer regarding
Service Request
within one (1)
business day.

While Service Request
remains unresolved,
Itron will update the
Customer and the
Service Request at
least every other
business day, or as
otherwise agreed by
the parties.

Customer will respond
to an Itron inquiry or
request within one (1)
business day.

Itron will make diligent
efforts during normal
business hours to:
i) restore Covered
Firmware or Covered
Software with a
change to eliminate
root cause, ii) a
workaround which
restores Covered
Firmware or Covered
Software and
downgrade the
Severity Level to S3,
S4.

An unresolved Service
Request shall be
escalated to Itron
management as
follows:

After 1 hours:

Technical Customer
Support Team Lead
After 8 hours:

Manager, Technical
Client Services
After 24 hours:

Director, Global
Support Services
After 30 Days:

Vice President,
Services and Delivery
. . . .

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Itron Master Sales Agreement Page 33 of 60 Itron Confidential Severity Level Response Times Effort Level and
Restoration
Escalation
Severity Level 3**
Business Impact:

Minor Business
Impact,
compromised
operations. An
Error other than a
Severity Level 1 or
Severity Level 2
Error that has
moderate impact on
use of or access,
with low business
impact, but not
preventing
Customer from
performing daily
activities.

Example: The
Service Request
affects use by
Covered Firmware
or Covered Software
users, allowing
Customer’s
functions to
continue to meet
daily business
needs.

During regular
business-hours Itron
will respond to
Customer regarding
Service Request
within two (2)
business days.

While Service Request
remains unresolved,
Itron will update the
Service Request
weekly, or as
otherwise agreed by
the parties.

Customer will respond
to an Itron inquiry or
request within two (2)
business days.

Itron will work during
normal business hours
to:
i) restore Covered
Firmware or Covered
Software with a
change to eliminate
root cause, ii) a
workaround which
restores Covered
Firmware or Covered
Software and
downgrades the
Severity Level to S4.
. . . .

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Itron Master Sales Agreement Page 34 of 60 Itron Confidential Severity Level Response Times Effort Level and
Restoration
Escalation
Severity Level 4
Business Impact:

Standard
Operations intact.

A low or no-impact
Error other than a
Severity Level 1,
Severity Level 2 or
Severity Level 3
Error, or a request
for enhancement /
new functionality
Example:

Generally, a
cosmetic Error or an
Error which does not
degrade Customer’s
use of the product
or system.

During regular
business-hours Itron
will respond to
Customer regarding
Service Request
within three (3)
business days.

Itron GSS
Management Team will
make commercially
reasonable efforts
during normal business hours to understand
the Service Request
and provide applicable
recommendations as
to when a Fix may be
schedule in a future
release, or how to
proceed with a formal
enhancement request
to Itron’s product and
delivery teams.
* Severity Level 1 and Severity Level 2 must be reported by phone to insure they are addressed under the appropriate severity level response process. Service Requests entered by email or Web access are generally addressed as a Severity Level 3. ** Service Request opened on Non-production servers / environments are entered as a Severity Level 3. . . . .

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Itron Master Sales Agreement Page 35 of 60 Itron Confidential SOFTWARE ADDENDUM 1 Relationship to General Terms and Conditions.

This Addendum is subject to the General Terms and Conditions and applicable Order Documents. 2 Additional Definitions.

The following defined terms are in addition to those defined in the General Terms and Conditions:

Authorized Installations means installations of Itron Software only on one production environment and one test environment on Customer premises.

Endpoints means a physical device (e.g., a meter, encoder-receiver-transmitter module, or other measuring, monitoring or sensing device) capable of being used in connection with Itron Software.

Itron Software means the machine readable (object code) version of computer programs listed on an Order Document to be licensed to Customer under this Agreement that are developed by or on behalf of Itron.

License Term means the duration of the Itron Software license granted by Itron to Customer under this Addendum.

Software means Itron Software and Third-Party Software.

Software Warranty Period means a period of 90 days from the date of delivery, unless otherwise specified in the applicable Order Document.

Third-Party Software means the machine readable (object code) version of computer programs listed on an Order Document to be licensed to Customer by a third-party and that are not developed by or on Itron’s behalf. 3 Ordering Software.

Customer shall order Software by issuing a Purchase Order to Itron in accordance with this Agreement. 4 Invoicing.

Itron will invoice Customer for Fees due for Software upon the date of delivery. 5 Itron Software License.

Subject to Customer’s payment of all applicable Fees and compliance with this Agreement, Itron hereby grants to Customer a non-exclusive and non-transferable license during the License Term to use Authorized Installations of Itron Software and related Documentation for Customer’s internal business purposes solely i) within the Territory ii)in connection with the number of Endpoints or other devices specified on the applicable Order Document; and iii) in accordance with any other restrictions specified on the applicable Order Document. Customer is not permitted to copy Itron Software other than to make one machine readable copy for disaster recovery or archival purposes. 6 Third-Party Software.

All Third-Party Software and related documentation is separately licensed to customer by the applicable third-party, and Customer’s rights and responsibilities with respect to such software or documentation shall be governed in accordance with the third-party licensor’s applicable software license. If Customer chooses to order Third Party Software, Customer shall enter into or accept one or more separate third- party agreements as part of the ordering, fulfilment, installation and/or download processes for such Third Party Software. . . . .

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Itron Master Sales Agreement Page 36 of 60 Itron Confidential 7 Documentation.

Itron will make its standard Documentation for Itron Software available via download. Itron will provide Customer with download instructions. 8 Itron Software License Restrictions.

Customer is not permitted to (i) modify or create any derivative works from Itron Software, (ii) distribute the Itron Software, (iii) include or combine Itron Software with any software, equipment, or hardware other than as expressly authorized in writing by Itron, (iv) use Itron Software to provide services to third-parties, (v) reverse assemble, decompile, reverse engineer Itron Software or otherwise attempt to derive its source code except as may be permitted by applicable law, (vi) export Itron Software out of the Territory, or (vii) use any Itron Software to create products or services that compete with any of Itron’s products or services. Customer’s breach of these restrictions or use of Itron Software or Documentation other than as licensed hereunder shall constitute a material breach of this Agreement and shall result in revocation and immediate termination of all rights and licenses granted under this Agreement. Revocation does not preclude Itron from pursuing any legal and equitable remedies for Customer’s breach of these restrictions. 9 U.S. Government Contracts Only.

If a Software license is acquired under a United States government contract, Customer acknowledges that Software, Updates and associated Documentation (i) are "Commercial Computer Software" as defined in 48 C.F.R. 12.212 of the Federal Acquisition Regulations (FAR) and in 48 C.F.R. 227.7014(a)(i) of the Department of Defense Federal Acquisition Regulations Supplement (DFARS), and (ii) are provided with only the commercial rights and subject to the restrictions described in this Agreement. 10 Limited Itron Software Warranty.

For the Software Warranty Period, Itron warrants solely to Customer that the Itron Software will substantially conform in all material respects to the applicable Itron published specifications. As Customer’s sole and exclusive remedy for any breach of this warranty, Itron will, at its option, during the warranty period set forth in this section, repair or replace non-conforming Itron Software to substantially conform to the foregoing warranty, provided that Itron will have no obligation to repair or replace any non-conforming Itron Software if this Agreement or applicable Order Document has terminated or expired. The foregoing warranty does not apply to non-conformities in Itron Software due to: (i) modifications not made or approved by Itron in writing; (ii) Customer’s or any third party’s negligence or intentional acts; (iii) misuse or abuse, including the failure to use or install Itron Software in accordance with the Documentation; (iv) incorrect data, or data entry or output, as applicable, by Customer or a third party; (v) use with third party software, hardware or firmware not provided or authorized by Itron in writing; (vi) a Force Majeure event; or (vii) viruses or security vulnerabilities introduced into the Itron Software or Customer’s systems through no fault of Itron. After the ninety (90) day period described above, any Itron Software errors will be addressed under maintenance and support terms.
11 Effect of Expiration or Termination for Cause.

Upon termination of an Itron Software license for cause or expiration of a License Term, whichever occurs first, Customer shall immediately discontinue use of the applicable Itron Software and related Documentation, and Customer will destroy or return to Itron any and all copies. Upon Itron’s request, Customer will confirm in writing that Customer has destroyed or has returned Itron Software and related Documentation in compliance with this section. This requirement applies to copies in all forms, partial and complete, in all types of media and computer memory, and whether or not modified or merged into other files or materials. Termination of an Itron Software license for cause will not restrict Itron from . . . .

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Itron Master Sales Agreement Page 37 of 60 Itron Confidential pursuing any other remedies available to it, including injunctive relief, nor will it relieve Customer of its obligation to pay all fees that accrued prior to such termination. 12 Third-Party Software Warranty.

Itron is not the owner of Third-Party Software and makes no representations or warranties whatsoever, directly or indirectly, express or implied, as to the suitability, durability, and fitness for use, merchantability, condition, quality, performance or non-infringement of any Third-Party Software. Third- Party Software shall be subject to any warranties provided by the Third-Party Software provider. Itron will pass through to Customer, or make commercially reasonable efforts to enforce on Customer’s behalf, any warranties and remedies received from the Third Party Software provider. 13 License Use Verification & Audit.

13.1 License Use Verification.

Promptly upon Itron’s written request, and no more than once annually, Customer must furnish Itron with a letter signed by an officer of Customer, verifying that Itron Software is being used by Customer in compliance with the licenses granted, and confirming the number, identification, type and location of Endpoints and other devices being managed by Customer using Itron Software.

13.2 Audit.

Itron has the right to audit Customer records to verify the number of Endpoints and other devices being managed by Customer using Itron Software and otherwise confirm Customer's compliance with license restrictions and Fee obligations of this Agreement. Itron must provide Customer with at least thirty (30) days prior written notice of the audit. The audit must be conducted during Customer’s normal business hours at a mutually agreeable location. Itron’s right to conduct an audit under this section is limited to one time per year, unless Itron has reason to believe that Customer is out of compliance with the license restrictions and Fee obligations of this Agreement. Itron has the right to use an independent auditor to conduct the audit. The audit shall be at Itron’s sole cost and expense, unless the audit identifies a deficiency in Fees or other amounts owed or reimbursable by Customer during the audited period that is greater than five percent (5%) of the total amounts payable by Customer – in which case Customer must reimburse Itron for all reasonable costs of the audit. All amounts found to be owed by Customer under this Section will be payable within thirty (30) days after receipt of invoice from Itron. 14 Survival.

The following sections of this Addendum shall survive termination or expiration of this Agreement or any Order Document or Statement of Work: 1 (Relationship to General Terms and Conditions), 2 (Additional Definitions), 4 (Invoicing), 5 (Itron Software License) except to the extent applicable license rights expire or are terminated in accordance with this Agreement, 6 (Third-Party Software), 8 (Itron Software License Restrictions), 9 (U.S. Government Contracts Only), 10 (Limited Itron Software Warranty), 11 (Effect of Termination for Cause), 12 (Itron Disclaimer of Third-Party Software Warranty), 13 (License Use Verification & Audit) and 14 (Survival). . . . .

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Itron Master Sales Agreement Page 38 of 60 Itron Confidential Software-AS-A-Service ADDENDUM
General SaaS Terms and Conditions

1.1.1. Relationship to General Terms and Conditions.

This Software-as-a-Service Addendum (this “Addendum”) is governed by the General Terms and Conditions of this Agreement and applicable Order Documents.

2.1.1. Entire Addendum.

This Addendum consists of these General SaaS Terms and Conditions, which generally apply to all Service Offerings, and any attached Special Terms and Conditions, which apply to specific Service Offerings. Unless otherwise provided, references to this Addendum shall be deemed to encompass these General SaaS Terms and Conditions and any attached Special Terms and Conditions.

3.1.1. Order of Precedence.

In the event of any inconsistencies, ambiguities or conflicts between these General SaaS Terms and Conditions and the Special Terms and Conditions, the Special Terms and Conditions shall prevail, but only with respect to the applicable Service Offering.

4.1.1. Definitions.

The following defined terms are in addition to those defined in the General Terms and Conditions of this Agreement:

Annual Adjustment means Itron’s annual price increase.

Endpoint means an electric meter, gas or water endpoint receiver-transmitter, battery-powered device, or any other device that Itron has agreed to monitor as part of a Service Offering which Endpoints are identified in the Order Document or Pricing Summary.

General SaaS Terms and Conditions means the terms and conditions set forth in the main body of this Addendum comprised of Sections 1 (“Relationship to General Terms and Conditions”) through 19 (“Roles and Responsibilities”).

Maintenance Services means services provided under the Maintenance and Support Services Addendum.

Minimum Subscription Term means the minimum number of SaaS Billing Cycles during which Customer is required to subscribe for each Service Offering, which shall be three (3) SaaS Billing Cycles following the applicable Service Offering Commencement Date, unless otherwise stated in the applicable Order Document or Pricing Summary.

One-Time Setup Fee means the one-time setup fee for each Service Offering identified in the applicable Order Document or Pricing Summary.

Recovery Point Objective or RPO means the maximum tolerable time period which data might be lost from production Software due to a service interruption event.

Recovery Time Objective or RTO means the duration of time allowing for the execution of all failover processes required to return access, connectivity, functionality, and operation of production Software to Customer following declaration of a disaster event.

SaaS means software-as-a-service whereby Itron or its designated provider hosts and provides Customer with access to Software on Servers via the internet. . . . .

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Itron Master Sales Agreement Page 39 of 60 Itron Confidential SaaS Billing Cycle means a period of one year beginning on the Effective Date or any anniversary thereof.

SaaS Application Availability means the total number of minutes in a calendar month that the applicable Software is available via (a) a web browser client, (b) web services interface and (c) thin client. Scheduled downtime is excluded from this calculation. A determination of availability will be based on 24x7 accessibility, less any exclusions set forth in this Addendum.

Servers means the physical computer hardware owned by Itron or its designated provider on which Software will be installed, operated, and maintained.

Service Offering means SaaS, plus any services that are additional or supplemental to SaaS, as described in the applicable Special Terms and Conditions.

Service Offering Commencement Date means, with respect to each Service Offering, the earlier of (a) validation of such Service Offering implementation by Itron pursuant to the applicable Statement of Work, or (b) seven (7) days after completing application system setup and the Customer has been provided valid access credentials for such Service Offering.

Software means each machine readable (object code) versions of computer program identified on the applicable Order Document or Pricing Summary for which Customer has purchased a Service Offering.

Special Terms and Conditions means Service Offering-specific terms and conditions set forth on Attachment A to this Addendum.

Subscription Fees means annual fees identified in the applicable Order Document or Pricing Summary for each Service Offering, plus the Annual Adjustment, if any. Where Customer has purchased an object code license to Software pursuant to the terms of the Software Addendum and wishes to purchase a Service Offering for such Software (“Hybrid SaaS”), license fees and fees for applicable Maintenance Services are not included within the Subscription Fees and must be paid separately. Where Customer is not purchasing Hybrid SaaS, fees for applicable Maintenance Services are included within the Subscription Fees.

Subscription Term means the subscription term purchased by Customer for each Service Offering, which begins upon the applicable Service Offering Commencement Date.

5.1.1. Access Rights and Restrictions.
a. Access Rights.

SaaS is only available for Itron Software identified in the table set forth in this Section 5.1 below for which Customer has purchased a Service Offering and paid all applicable fees. Subject to Customer’s compliance with the Agreement (including payment of all applicable fees which, in the case of Hybrid SaaS, shall include Software licensing fees and Maintenance Services support fees), Itron hereby grants to Customer, for the Subscription Term(s) purchased, a non-exclusive, non- transferable, non-assignable, limited right to access and use the Service Offerings, with respect to Endpoints owned or otherwise controlled by Customer, for its internal business purposes in the Territory (as defined in the General Terms and Conditions of the Agreement).

Itron Software Eligible to Receive SaaS
ACE VISION Itron Mobile
Action Manager Mlogonline
ChoiceConnect Fixed Network MV-90 xi
. . . .

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Itron Master Sales Agreement Page 40 of 60 Itron Confidential Distributed Intelligence (Riva system) MV-PBS
Distributed Intelligence (GenX system) MV-WEB
EMMSYS OpenWay Collection Engine (CE)
Everblu FN (Fixed Network) OpenWay Collection Manager (CM) FCS Operations Optimizer – AMI Operations
FDM Tools Operations Optimizer – Grid Operations
FDM Workorders Operations Optimizer – Network Operations Field Tools Advanced Operations Optimizer – Revenue Assurance Field Tools Basic Operations Optimizer
– QuickStart (RA/AMI
Ops)
Gas and Water Analytics Performance Manager
Gridscape Saturne
HAN Communications Manager Streetlight Vision
IntelliSOURCE Express Temetra
Itron Enterprise Edition TMS
Itron Enterprise Edition Service Mode
UIQ: Advanced Metering Manager, Meter
Program Configurator, Control Platform,
Outage Detection and SensorIQ
Itron Analytics
b. Restrictions on Use.

Customer and its authorized users may not: (a) modify, translate or create derivative works of any Service Offering or related Documentation; (b) copy, reproduce, distribute, republish, download, display, post or transmit any portion of a Service Offering or related Documentation in any form or by any means; (c) sell, assign, transfer, lease or sublicense any Service Offering; (d) allow any third party, other than authorized users, to access any Service Offering or related Documentation without Itron’s prior written consent; (e) use any Service Offering or related Documentation to provide services to third parties, or otherwise use any Service Offering on a “service bureau” or “timesharing” or subscription basis including, in connection with devices or equipment not owned or otherwise controlled by Customer; (f) reverse engineer, disassemble, decrypt, extract or otherwise reduce any Service Offering to a human perceivable form or otherwise attempt to determine the source code or algorithms of any Service Offering (except to the extent the foregoing restriction is expressly prohibited by applicable law); (g) infringe any of Itron’s or its providers’ Intellectual Property Rights; (h) publicly publish the results of any benchmark tests run on any Service Offering; (i) use any Service Offering or related Documentation to engage in any fraudulent, illegal or unauthorized act; (j) introduce into or transmit through any Service Offering any material containing software viruses, worms, trap doors, back doors, Trojan horses or other harmful or malicious computer code, files, scripts, agents or programs; (k) remove, alter or obscure any titles, product logo or brand name, trademarks, copyright notices, proprietary notices or other indications of Itron’s or its providers’ Intellectual Property Rights, whether such notice or indications are affixed on, contained in or otherwise connected to a Service Offering; (l) attempt to gain unauthorized access to a Service Offering or Itron’s or its providers’ systems or networks; (m) merge any Service Offering with any other product or service without Itron’s prior written consent and the payment of any additional fees; or (n) access or use any Service Offering or related Documentation to build or support, and/or assist a third-party in building or supporting, products or services competitive to Itron or its providers.
c. Content Restrictions.

Customer may not distribute, download, or place on any Itron or its providers’ website or Server, or use with any Service Offering, any content that: (a) Customer knows or has reason to believe . . . .

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Itron Master Sales Agreement Page 41 of 60 Itron Confidential infringes the Intellectual Property Rights of any third party or violates any rights of publicity or privacy; (b) violates any applicable law, statute, ordinance; (c) is defamatory, trade libelous, unlawfully threatening or unlawfully harassing; or (d) is obscene, pornographic or indecent (items (a) – (d) are collectively referred to as “Prohibited Content”). Itron reserves the right to remove any Prohibited Content from the Server without prior notice to Customer. Customer will indemnify, defend and hold Itron and its providers harmless for any claims, liabilities, losses, causes of action, damages, settlements, and costs and expenses (including, without limitation attorneys’ fees and costs) arising from any third-party claims related to or generated by any Prohibited Content distributed, downloaded, or placed on any Itron or its providers’ website or Server or used with any Service Offering by Customer.
d. Breach of Restrictions.

Customer’s breach of the restrictions set forth in Section 5.2 (“Restrictions on Use”) or Section 5.3 (“Content Restrictions) shall constitute a material breach of the Agreement and shall result in revocation and immediate suspension or termination, as determined by Itron in its sole discretion, of all rights and licenses granted under this Addendum with respect to the Service Offerings.

Revocation does not preclude Itron from pursuing any legal and equitable remedies for Customer’s breach of these restrictions.

6.1.1. Invoicing and Payment.

Customer shall pay Subscription Fees in advance for each SaaS Billing Cycle for which it has purchased a Service Offering. Itron will invoice Customer for the One-Time Setup Fee and initial Subscription Fees for each Service Offering upon the Service Offering Commencement Date. Initial Subscription Fees shall be prorated based on the number of months remaining in the current SaaS Billing Cycle following the Service Offering Commencement Date. Itron may discontinue a Service Offering by providing Customer with written notice of discontinuance no less than 180 days prior to the commencement of a SaaS Billing Cycle. Otherwise, Itron will provide Customer with a renewal notice for the Service Offering at least 120 days prior to the commencement of each SaaS Billing Cycle. Customer may discontinue a Service Offering by providing Itron with written notice of non-renewal no less than 90 days prior to the commencement of a SaaS Billing Cycle. Otherwise, approximately 20 days prior to the commencement of each SaaS Billing Cycle, Itron will provide Customer with an invoice for Subscription Fees payable by Customer for the forthcoming SaaS Billing Cycle. If Customer discontinues a Service Offering prior to expiration of the Minimum Subscription Term for that Service Offering, Itron will invoice Customer, and Customer will pay, for any unpaid Subscription Fees for the respective Service Offering through the end of the applicable Minimum Subscription Term. Maintenance Services fees and license fees relating to Hybrid SaaS will be invoiced in accordance with the Maintenance and Support Services Addendum and Software Addendum, as applicable. Itron has the right to adjust Subscription Fees at any time if Customer’s use of a Service Offering exceeds the applicable tier set forth in the respective Order Document or Pricing Summary. Subscription Fees adjusted as a result of Customer exceeding the applicable tier are typically invoiced within thirty (30) to sixty (60) days after provisioning of each respective Endpoint occurs.

7.1.1. Monthly Application Availability Service Level.
a. Service Level.

Provided Customer has paid all applicable fees (including all Subscription Fees and, in the case of Hybrid SaaS, all maintenance and license fees) SaaS Application Availability with respect to each production environment Service Offering will be at least 99.5%, measured and reported monthly beginning in the first full calendar month following the respective Service Offering Commencement . . . .

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Itron Master Sales Agreement Page 42 of 60 Itron Confidential Date (“Monthly SaaS Application Availability Service Level”). The Monthly SaaS Application Availability Service Level will be measured and calculated separately for each Service Offering.

Itron records and data will be the sole basis for all SaaS Application Availability Service Level measurements and calculations.
b. Service Level Credits.

As Customer’s sole and exclusive remedy for Itron’s failure to meet the foregoing Monthly SaaS Application Availability Service Level, subject to the service level exclusions in Section 8.1 (Service Level Exclusions) below, Customer will be entitled to credits as follows:

SaaS Application Availability
(production environments only)
Monthly SaaS Application
Availability performance
Credit
(% of monthly Subscription Fee for
applicable SaaS Application)
≥99.0% and <99.5%2%
≥98.0% and <99.0%4%
≥96.5% and <98.0% 10%
≥95.0% and <96.5% 12.5%
<95.0% 20%

8.1.1. Service Level Exclusions; Disclaimers.
a. Service Level Exclusions.

Itron shall not be liable for failing to meet any service level commitment set forth in this Addendum (including any Special Terms and Conditions) or any Order Document to the extent such failure is attributable to any one or more of the following: (a) planned maintenance, unplanned maintenance, or scheduled upgrades; (b) an event triggering a disaster recovery and for a twenty-four (24) hour period after the resumption of service following such an event to allow the system to return to normal operating ranges; (c) suspension or restriction of service under Section 11 (“Suspension or Restriction of Service”) of this Addendum; and (d) conditions beyond Itron’s reasonable control, including but not limited to (i) failure of any backhaul between the Service Offering and the Endpoints; (iii) failures in external Internet or VPN configurations not managed by Itron; (iv) a Force Majeure event; (v) false reports of unavailability as a result of outages or errors of any Itron measurement system; (vi) an act or omission of Customer or third parties (other than Itron’s contractors, subcontractors or suppliers), including security incidents caused by such act or omission; (vii) incident investigation or computer failures that could not reasonable have been prevented by Itron; (viii) failures of third-party equipment, hardware, software, or services not provided by Itron; and (ix) Customer’s delay in performing tasks designated as its responsibility in this Agreement.
b. Disclaimers.
(a) Third-Party Content Disclaimer. Itron is not the owner of third-party Software or third- party Service Offerings that Customer purchases through Itron (collectively “Third-Party Content”) and makes no representations or warranties whatsoever, directly or indirectly, express or implied, as to the suitability, durability, and fitness for use, merchantability, condition, quality, performance or non-infringement of any Third-Party Content. Third-Party Content shall be subject to any service levels or warranties provided by the third-party provider. Itron will pass through to Customer, or make commercially reasonable efforts to . . . .

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(b) Use of SaaS with Third-Party Devices. Customer may use a Service Offering to collect data from Endpoints equipped with radio communication devices not manufactured or provided by Itron ("Third-Party Radio Device"). Itron makes no representations or warranties whatsoever, directly or indirectly, express or implied, as to the suitability, durability, and fitness for use, merchantability, condition, quality, performance or non-infringement of, and disclaims all liability with respect to, Third-Party Radio Devices. In particular, Itron shall have no liability (a) if a Third-Party Radio Device is not responding or communicating or (b) for unread endpoints due to defective or unreachable Third-Party Radio Devices. Customer shall contact the supplier of such device for support.

9.1.1. Sizing of Software-as-a-Service.

Itron will size Service Offerings, Servers, and systems for Customer’s specific deployment. System sizing depends upon the Service Offering and types of devices and sensors and may be a factor in determining Subscription Fees. Sizing criteria may include number of system endpoints, number of network devices, residential meter configuration, commercial and industrial meter configuration, desired data collection intervals, storage duration for historical data, and the number of concurrent and total users of the application. Any sizing changes during a Subscription Term will require a Change Order and may result in a change in Subscription Fees.

10.1.1. Conditions on Use of Service.

Customer will use the Service Offerings only in accordance with Itron user guides, the Agreement (including, this Addendum, the General Terms and Conditions, applicable Order Documents), and laws and government regulations. The rights of any user to access and use the Service Offerings cannot be shared or used by more than one individual (unless such license is reassigned in its entirety to another authorized user), and Customer shall make every reasonable effort to prevent unauthorized third parties from accessing the Service Offerings.

11.1.1. Suspension or Restriction of Service.

Itron may suspend or restrict all or part of the Service Offerings at any time to protect the integrity and functionality of the Software, Servers, platforms, and systems, or for a breach of Section 5.2 (“Restrictions on Use”), Section 5.3 (“Content Restrictions”) or Section 10 (“Conditions on Use of Service”), until such breach is cured.

12.1.1. Incident Management.

Itron will provide Customer support and incident and problem management services, which include responding to alerts, tracking the issue, troubleshooting the problem and escalating to Itron subject matter experts or third-party providers, in accordance with the Maintenance and Support Services Addendum.

13.1.1. Customer Technical Responsibilities.

Customer is responsible for selecting, acquiring, securing and maintaining all equipment and ancillary services needed to connect to, access, or otherwise use and maintain compatibility with the Service Offerings, at Customer’s sole expense.

14.1.1. User IDs and Passwords.

Itron shall provide Customer with user identifications and passwords (“User IDs”) to access the Service Offerings. Customer shall be solely responsible for all use of Customer’s subscriptions and accounts. Customer shall maintain the confidentiality of all User IDs assigned to Customer. User IDs may not be shared or used by more than one user.
. . . .

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15.1.1. Planned Maintenance.

Planned maintenance, whenever reasonably practicable, will be performed during off-business hours between 6:00 p.m. to 12:00 a.m. Customer’s local time, with as little disruption to Customer’s use of the Service Offerings as possible. Unplanned maintenance, whenever reasonably practicable, shall also be performed during off-business hours between 6:00 p.m. and 12:00 a.m., Customer’s local time.

16.1.1. Unplanned Maintenance.

Itron will provide Customer with notice of unplanned maintenance as soon as reasonably practical.

Itron will minimize Service Offering disruptions to the extent reasonably practical.

17.1.1. Business Continuity.
a.

Itron has architected and operates a high availability and scalable infrastructure to facilitate virtualized customer environments with various fault tolerant components. Fault tolerance and failover methodologies allow Itron to maximize system availability and confidently uphold the Monthly SaaS Application Availability Service Level and Monthly File Delivery Percentage Service Level. Itron will conduct daily backups of back office application configuration files and associated data. These backups are for operational purposes only and are not a disaster recovery solution or a solution to be used by the Customer for testing or analysis purposes. Itron will periodically test the restore capability of its business continuity solution. System and database backups are performed via a schedule to provide for a full weekly backup and daily differential backups. System backups and snapshots are also taken prior to any system change that has been approved via the Itron Global Managed Services Change Control Board. The system can be recovered from the backup in an event of a failure. Business continuity is designed to provide recovery for component failures within a datacenter, this does not provide coverage for the loss or connectivity to a data center. If a more robust mitigation solution is required by Customer, geo-diverse disaster recovery options can be discussed and priced as a more fault tolerant solution. b.

All incidents requiring system recovery will be required to adhere to Itron’s incident management policy and related standard operating procedures. BUSINESS CONTINUITY: RPO = 72 hours; RTO = 5 business days.

18.1.1. Disaster Recovery.
a.

Disaster Recovery (“DR”) is an optional service that is offered by Itron to hosted customers who purchase DR for an additional fee. Upon Customer’s purchase of DR services and payment of applicable fees as set forth in the Order Document or Pricing Summary, Itron will maintain DR services at a dedicated facility that is equipped to facilitate hosted operations, meter reading and interrogations, and Field Area Network (“FAN”) communications in the event DR is needed. Upon mutual agreement, separate SOW and for identified cost, Itron can exercise the DR capabilities once per calendar year on Customer’s production environments and provide the results of each such test to the Customer.
b.

In the event of a Severity Level 1 Error (as defined in the Maintenance and Support Services Addendum), Itron will evaluate the scale of the incident, readily available mitigation plans, and the . . . .

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Itron Master Sales Agreement Page 45 of 60 Itron Confidential estimated time to recover. If it is apparent to Itron that an incident meeting the standards of a disaster as set forth in Itron’s Disaster Recovery plan has occurred with no possibility of mitigation, Itron will declare a disaster and begin the notification process. Itron will notify the Customer of an any such event that will result in service interruption in excess of twelve (12) hours. Once a disaster has been declared, Itron’s responsibilities for SLAs will be temporarily suspended until the time at which Customer’s environment has been failed over and is operating in the secondary DR datacenter. The Recovery Point Objective (RPO) for DR is four (4) hours. The Recovery Time Objective (RTO) for DR is twelve (12) hours.

19.1.1. Roles and Responsibilities.

The table below lists the respective responsibilities of Customer and Itron to ensure reliable operation of the Software-as-a-Service.

P=Primary responsibility
S=Support responsibility
Description of service or deliverable Itron Customer
Submit user access requests for new users and deletion notifications for users no longer involved with the SaaS.

P
Provide immediate notification in the event of a Customer employee termination for those with access to the SaaS.

P
Provide immediate notification in the event of an Itron employee termination for those with access to the SaaS.

P
Maintain skill sets necessary to properly support the SaaS. P Administer and monitor Servers including but not limited to utilization of CPU, memory, IOPs, and disk space.

P
Manage and troubleshoot the secure SaaS components and processes (if applicable).

P
Administer associated Linux, Unix, and Windows operating systems.P Apply operating system and other third-party security patches and critical updates as appropriate.

P
Maintain and troubleshoot third-party software issues required for SaaS operations pursuant to this Addendum; work with third party to troubleshoot as required.

P
Maintain anti-virus on all windows-based Servers if applicable to the SaaS platform.

P
Monitor communications and support communications troubleshooting activities for the SaaS.

P
Perform software upgrade activities.P
Maintain and administer the SaaS Server databases.P
Manage upload and submission of meter data files; work with Itron when problems are identified.

P
. . . .

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Itron Master Sales Agreement Page 46 of 60 Itron Confidential Description of service or deliverable Itron Customer
Provide and maintain a Secure FTP or equivalent if included in the SOW.P Perform regular system, database, and custom component backups in accordance with selected service level.

P
Maintain the applicable standard operating procedures and run books to maintain, monitor and operate the hosted environment.

P
. . . .

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Itron Master Sales Agreement Page 47 of 60 Itron Confidential Attachment A

SPECIAL TERMS AND CONDITIONS
Special Terms and Conditions – Managed Services. The Special Terms and Conditions contained within this Section apply to Itron’s Managed Services Service Offering. 1 Managed Services – Descriptive Overview. a.

When Customer subscribes to Managed Services, as part of the overall Service Offering Itron will provide SaaS for the applicable Software, plus Itron will also assume some of Customer’s SaaS- related operational responsibilities, including management of reads from monitored and Available Endpoints or Provisioned and Optimized Endpoints (as applicable), collecting data, and delivering data files to Customer at agreed-upon intervals in agreed upon data formats. Itron will attempt to remotely diagnose and resolve Endpoint exceptions detected by Itron or reported by Customer. If the exception cannot be resolved remotely, or it is determined to impact an individual or small number of Endpoints, Itron will notify Customer that Customer must perform in-field investigation. b.

Managed Services are only available for Itron Software identified in the table set forth in this Section

1.2 below for which Customer has purchased such Managed Services and paid all applicable fees.

Itron Software Eligible to Receive Managed Services
IntelliSOURCE Express MV-90 xi
Itron Enterprise Edition Streetlight Vision
Itron Enterprise Edition Service Mode TMS
OpenWay Collection Engine (CE)
UIQ: Advanced Metering Manager, Meter
Program Configurator, Control Platform,
Outage Detection and SensorIQ
OpenWay Collection Manager (CM)
c. Managed Services – Definitions. The following defined terms are applicable to these Special Terms and Conditions for Managed Services:

Anchor Read means the “register value” stored once daily in a register in the Communication Module as installed in the Endpoint (usually at midnight).

Available Endpoint is an OpenWay CE or OpenWay CM term defined as an Endpoint which meets the following criteria: (a) the Endpoint, if installed by Customer, has been properly installed, (b) Customer has provided all necessary and correct information for Itron to properly provision the Endpoint in Itron’s data collection platform (c) the Endpoint is communicating with Itron’s data collection platform and a register read has been received from the Endpoint for three (3) consecutive days. An Endpoint will not be considered an Available Endpoint if any of these conditions have not been met; or (a) if an exception is detected by Itron or reported by Customer, but the exception cannot be resolved remotely, (b) the Endpoint if it is under field investigation, or (c) cellular carrier outages.

Communications Module or NIC means Itron’s network interface card that may be installed in Equipment.
. . . .

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Itron Master Sales Agreement Page 48 of 60 Itron Confidential Cumulative File Delivery Delay Hours means – for the purpose of determining Monthly File Delivery Performance % -- the sum of all Daily File Delivery Delay Hours in the Measurement Month.

Daily File Delivery Delay Hours means – for the purpose of determining Monthly File Delivery Performance % -- the number of hours that file delivery is delayed in a given day during the Measurement Month.

Endpoint has the meaning set forth in the General SaaS Terms and Conditions.

Equipment has the meaning set forth in the Equipment Addendum.

Managed Services means SaaS, plus the additional services to be provided by Itron as set forth in these Special Terms and Conditions for Managed Services.

Optimization is a UIQ term which means the procedure by which the layout of the network Equipment configuration and implementation have been validated (“Optimized”) by performing active and passive tests to confirm that performance and redundancy meet the design specifications and other requirements of the Agreement. Optimization is to be executed on an area-by-area basis (or specified portion thereof), after all network Equipment is installed and a minimum of 98% of the metering Endpoints have been deployed to achieve the required level of saturation of the area.

Provisioned means an Endpoint that is located in an area of the NAN and which is in any of the following operational states within the UIQ System: "active," "inactive," or "disconnected," and which has been Optimized, but which is not: (i) in a “new,” "discovered," "installed," "initializing," "unreachable" or "init failed" state; or (ii) considered to be in the process of being deployed or being repaired under warranty. Endpoint operational states are defined in the Meter Lifecycle Reference document.

Service Level Trigger means satisfaction of the particular condition(s) noted in these Special Terms and Conditions below upon which the applicable service level will start to be enforceable and reported on.

20.1.1. Managed Services - Daily Operational Roles & Responsibilities.

Daily operations, Endpoint data collection activities, delivery of daily data export files, and event exception notification require that activities be performed by both Itron and Customer to ensure effective delivery of Managed Services. The table below lists the respective responsibilities of Customer and Itron for such daily activities. Itron’s obligation to provide Managed Services are expressly contingent upon Customer’s full performance of all responsibilities assigned to Customer.

P=Primary responsibility
S=Support responsibility
Description of Service or Deliverable Itron Customer
Create, monitor, and manage interrogation schedules.

P
Ensure any input files are received and processed and output files are delivered to Customer by posting to a SFTP folder, or equivalent, where it can be retrieved by Customer as needed.

P
Manage files on the SFTP server where any export files are delivered. If the SFTP server is Itron’s, files should be PS
. . . .

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Itron Master Sales Agreement Page 49 of 60 Itron Confidential Description of Service or Deliverable Itron Customer
downloaded nightly and files that have been successfully downloaded and processed are to be removed from the SFTP location within 7 days.

Perform read rate monitoring and reporting.

P
Perform remote investigation for specific groups of non- communicating Endpoints affected by a common network issue and coordinate field order with Customer as needed.

PS
Perform scheduling of Endpoint interrogations including file delivery and delivery of Data Collection Platform standard reports.

P
Notify Itron in advance when additional devices are planned to be installed. Perform Meter field maintenance; close work orders with Itron.

P
Perform Network Device and Endpoint repair, replacement, or relocation as required.

P
Perform RMA, Processing, Tracking and Performance Reporting for Endpoints and Network devices.

SP
Administration of the Managed Services platform applications to Service Levels.

P

21.1.1. Managed Services - Environmental Management Roles & Responsibilities
In addition to the daily operational tasks, Customer and Itron each have responsibilities for monitoring and managing the operating environment of the Managed Services platform and applications. The table below lists the respective responsibilities of Customer and Itron for such activities. Itron’s obligation to provide Managed Services are expressly contingent upon Customer’s full performance of all responsibilities assigned to Customer.

P=Primary responsibility
S=Support responsibility
Description of Service or Deliverable Itron Customer
Submit user access requests for new users and deletion
notifications for users no longer involved with the managed system.

P
Provide immediate notification in the event of a Customer employee termination for those with access to the managed system.

P
Provide immediate notification in the event of an Itron employee termination for those with access to the SaaS.

P
Maintain skill sets necessary to properly support the require Managed Services platform technologies.

P
Maintain skill sets necessary to properly support the required Managed Services platform Field operations.

P
. . . .

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Itron Master Sales Agreement Page 50 of 60 Itron Confidential Description of Service or Deliverable Itron Customer
Administer and monitor servers including but not limited to utilization of CPU, memory, IOPs, and disk space.

P
Manage and troubleshoot the secure network infrastructure components and processes (if applicable).

P
Administer associated Linux, Unix, and Windows operating systems.

P
Apply Operating System and other 3rd party security patches and critical updates as appropriate.

P
Update security appliances (if applicable) with new Endpoint related security files.

P
Maintain and troubleshoot third party software issues required for Managed Services platform operations, work with third party to troubleshoot as required.

P
Maintain anti-virus on all windows-based servers.

P
Perform the initial Network Devices configuration.

P
Monitor Network and Endpoint communications and support metering and communications troubleshooting activities for the Managed Services platform.

P
Support solution upgrade activities.

P
Maintain and administer the Managed Services platform server databases.

P
Establish and manage the wireless backhaul contracts and accounts if applicable.

P
Support Customer’s technical operations department to handle Endpoint and Network field exceptions.

P
Manage upload and submission of meter data files; work with Itron when problems are identified.

P
Provide and maintain a Secure FTP.

P
Perform regular system, database, and custom component
backups in accordance with selected service level.

P
Develop and maintain related standard operating procedures.

P
Manage Endpoint firmware revisions, including coordination and scheduling of firmware downloads as necessary (for Itron manufactured devices only with Itron provided firmware).

P
Monitor Endpoint communications, reporting, and troubleshoot Managed Services platform issues as necessary.

P
Manage Endpoint manufacturing and security files for all necessary solution components, troubleshoot and coordinate with manufacturing as needed.

P
Develop, maintain and utilize system operations clock, standard operations procedures, and daily checklists for Itron operators and administrators.

P
. . . .

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22.1.1. Service Levels - Managed Services.

This Section 4 of the Special Terms and Conditions for Managed Services sets forth the service levels for Managed Services. Such service levels are only available for Itron Software identified in the tables set forth below for which Customer has purchased Managed Services and paid all applicable fees.
a. Monthly File Delivery Service Level.
i. Service Level Applicability.

The Monthly File Delivery Service Level for Available Endpoints set forth in this Section

4.1 apply to the Itron Software identified in the following table for which Customer has purchased Managed Services and paid all applicable fees:

Itron Software Eligible to Monthly File Delivery Service Level IntelliSOURCE Express OpenWay Collection Engine (CE)
Itron Enterprise Edition OpenWay Collection Manager (CM) Itron Enterprise Edition Service Mode TMS
MV-90 xi
ii. Service Level Trigger.

The Service Level Trigger for the Monthly File Delivery Service Level occurs upon system acceptance as defined in the applicable Statement of Work. iii. Service Level.
“File Delivery” for the purposes of this Section 4.1, is a measure of the performance of Itron’s or its provider’s systems to deliver register read and interval read consumption data collected from Available Endpoints to Customer in agreed-upon formats, at an agreed-upon intervals for Software that collects and delivers data. The monthly File Delivery percentage service level with respect to Itron SaaS Applications (“Monthly File Delivery Service Level”) will meet or exceed 99% each month (for ease of understanding, this means the file is successfully delivered every day of the month). Itron records and the data contained in the file is measured to the agreed to Itron hosted location and will be the sole basis for all File Delivery performance measurements and calculations with respect to the Monthly File Delivery Service Level for Available Endpoints.
iv. Service Level Credits.

Subject to the service level exclusions set forth in Section 8.1 (Service Level Exclusions) of the General SaaS Terms and Conditions, Customer will be entitled to the following credits as its sole and exclusive remedy for Itron’s failure to meet the foregoing Monthly File Delivery Service Level for Available Endpoints:

Monthly File Delivery Service Level Credits
(production environments only)
File Delivery
performance
Credit
(% of monthly Subscription Fee for
applicable SaaS Application)
≥99.0% and <99.5%2%
≥98.0% and <99.0%4%
. . . .

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Itron Master Sales Agreement Page 52 of 60 Itron Confidential ≥96.5% and <98.0% 10%
≥95.0% and <96.5% 12.5%
<95.0% 20%
b. Read Rate Service Levels.
i. Service Level Applicability.

The Read Rate Service Level set forth in this Section 4.2 apply to the Itron Software identified in the following table for which Customer has purchased Managed Services and paid all applicable fees:

Itron Software Eligible to Receive Read Rate Service Level OpenWay Collection Engine (CE)
OpenWay Collection Manager (CM)
TMS
ii. Service Level Trigger.

The Service Level Trigger for the Read Rate Service Level occurs upon system acceptance as defined in the applicable Statement of Work. iii. Service Level.

The average monthly Read Rate will meet or exceed 99% each calendar month (“Read Rate Service Level”). Itron records and data will be the sole basis for all Read Rate measurements and calculations. “Read Rate” means the percentage of Available Endpoints from which register read data has been collected over a rolling 3-day period, measured for each calendar day.
iv. Service Level Credits.

Subject to the service level exclusions set forth in Section 8.1 (Service Level Exclusions) of the General SaaS Terms and Conditions, Customer will be entitled to the following credits as its sole and exclusive remedy for Itron’s failure to meet the foregoing Read Rate Service Level:

Read Rate Service Level Credits
(production environments only)
Number of Daily Failures
in the Applicable Month
Credit
(% of monthly Subscription Fee with
respect to the applicable Managed Services
Service Offering)
≥99.0% and <99.5%2%
≥98.0% and <99.0%4%
≥96.5% and <98.0% 10%
≥95.0% and <96.5% 12.5%
<95.0% 20%
c. Read and Demand Service Level.
. . . .

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Itron Master Sales Agreement Page 53 of 60 Itron Confidential i. Service Level Applicability.

The Data Read Service Levels and On-Demand Read Service Level (collectively, the “Data and On-Demand Read Service Level”) set forth in this Section 4.3 apply to the Itron Software identified in the following table for which Customer has purchased Managed Services and paid all applicable fees:

Itron Software Eligible to Receive Data and On-Demand Read Service Level UIQ: Advanced Metering Manager, Meter
Program Configurator, Control Platform,
Outage Detection and SensorIQ
Streetlight Vision
ii. Data Read Service Level.
(a) Service Level Trigger. The Service Level Trigger for the Data Read Service Level occurs when the applicable Endpoints are Provisioned and Optimized. As each additional area is Optimized, Itron will identify the Endpoints that will be added to the set of Provisioned and Optimized Endpoints subject to the Data Read Service Level. (b) Service Level. For newly available data on the Communication Module, the UIQ System will gather and process Anchor Reads and interval reads from Provisioned and Optimized Endpoints and deliver, via the “export” mechanism of the UIQ System, at least ninety- nine percent (99.0%) of Anchor Reads captured at midnight and of interval reads captured each day, by 6:00 a.m. local time the next day, and at least ninety-nine percent (99.5%) of Anchor Reads captured at midnight and of interval reads captured each day, by 2:00 p.m. local time the next day (“Data Read Service Level”). (c) Service Level Credits. Subject to the service level exclusions set forth in Section 8.1 (Service Level Exclusions) of the General SaaS Terms and Conditions, Customer will be entitled to the following credits as its sole and exclusive remedy for Itron’s failure to meet the foregoing Provisioned and Optimized Endpoint Data Read Service Level:

Data Read Service Level Credits
(production environments only)
Number of Daily Failures
in the Applicable Month
Credit
(% of monthly Managed Services Subscription
Fee with respect to the applicable Itron SaaS
Application)
1 –3 0%
4 – 10 4%
11-15 10%
16 – 20 20%
21 + 20%
iii. On Demand Read Service Level.
(a) Service Level Trigger. The Service Level Trigger for the On-Demand Read Service Level occurs when the applicable Endpoints are Provisioned and Optimized. As each additional area is Optimized, Itron will identify the Endpoints that will be added to the set of Provisioned and Optimized Endpoints subject to the On-Demand Read Service Level. (b) Service Level. The UIQ System will successfully execute at least (98.0%) of all (i) on- demand read, (ii) on-demand remote connect and (c) on-demand remote disconnect . . . .

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Itron Master Sales Agreement Page 54 of 60 Itron Confidential requests made by Customer for Provisioned and Optimized Endpoints which are actively communicating (“On-Demand Read Service Level”). An on-demand request is a single transaction to a single Endpoint, initiated by a single user of the UIQ system. An on-demand read request does not include batch read jobs targeted at multiple Endpoints (e.g. “read all unread meters”) or read operations used to detect scope of outages and/or determine whether an outage is over. For the purposes of calculating this Service Level, multiple attempts to connect with a single device within a twenty (24) hour period will count as one failed attempt; on-demand read requests (single or batch) targeted at an Endpoint which was not read in previous 24 hours will be excluded; and on-demand read jobs initiated by system-level accounts (“root” and “UIQ”) will be excluded. Service level credits will apply only if there is a minimum of 2,000 on-demand requests in the applicable month. (c) Service Level Credits. Subject to the service level exclusions set forth in Section 8.1 (Service Level Exclusions) of the General SaaS Terms and Conditions, and provided that the minimum number of on-demand Anchor Reads and interval meter read requests has been met pursuant to the table below, Customer will be entitled to the following credits as its sole and exclusive remedy for Itron’s failure to meet the foregoing On-Demand Read Service Level:

On-Demand Read Service Level Credits
(production environments only)
% of On-Demand Meter Read Requests
Successfully Executed in the Applicable Month
Credit*
(% of monthly Managed Services
Subscription Fee with respect to the
applicable Itron SaaS Application)
≥98.0% and 100.0% 0%
≥95.0% and <98.0% 5%
≥90.0% and <95.0% 20%
≤90.0% 20%
*Credits will apply only if there is a minimum of 2,000 on-demand requests in the applicable month. Multiple attempts to connect with a single device within a twenty-four (24) hour period will count as one failed attempt.

END
. . . .

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Itron Master Sales Agreement Page 55 of 60 Itron Confidential Special Terms and Conditions – Temetra. The following Special Terms and Conditions contained within this attachment apply to Itron’s SaaS Service Offering for Temetra: 1 Mobile Device Software. (a) License Grant. Subject to the terms of this Agreement, Itron grants Customer a limited, non-exclusive, and non-transferrable license to download, install, and use Itron’s Temetra Mobile application and any associated drivers provided by Itron (collectively, the “Mobile Device Software”) on Itron-approved mobile devices owned or otherwise controlled by Customer (each a “Mobile Device”) strictly in accordance with the Documentation. (b) License Restrictions. Customer shall not: (a) copy the Mobile Device Software; (b) modify, translate, adapt, or otherwise create derivative works or improvements, whether or not patentable, of the Mobile Device Software; (c) reverse engineer, disassemble, decompile, decode, or otherwise attempt to derive or gain access to the source code of the Mobile Device Software or any part thereof; (d) remove, delete, alter, or obscure any trademarks or any copyright, trademark, patent, or other intellectual property or proprietary rights notices from the Mobile Device Software, including any copy thereof; or (e) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available the Mobile Device Software, or any features or functionality of the Mobile Device Software, to any third party for any reason. (c) Directives. To the extent directive 2009/24/EC on the legal protection of computer programs or similar legislation or regulation (collectively, the “Directives”) is applicable, such Directives may provide Customer the right to decompile Software in order to obtain information necessary to achieve the interoperability of an independently created computer program, prior to exercising any such possible rights under the Directives, Customer agrees to (a) first notify Itron of Customer’s good faith belief that information necessary to achieve the interoperability of an independently created computer program is not otherwise available and that decompilation is indispensable within the meaning of the Directives; and (b) provide Itron with a reasonable amount of time to respond to Customer regarding the foregoing assertions. (d) Limited Mobile Device Software Warranty. For a period of ninety (90) days from the date of delivery of the Mobile Device Software to Customer (the "Warranty Period"), Itron warrants solely to Customer that the Mobile Device Software will substantially conform in all material respects to the applicable Itron published specifications. As Customer’s sole and exclusive remedy for any breach of this warranty, Itron will, at its option, during the warranty period set forth in this Section 1(c), repair or replace non-conforming Mobile Device Software to substantially conform to the foregoing warranty, provided that Itron will have no obligation to repair or replace any non-conforming Mobile Device Software if the Agreement or applicable Order Document has terminated or expired. The foregoing warranty does not apply to non- conformities in the Mobile Device Software due to: (i) modifications not made or approved by Itron in writing; (ii) Customer’s or any third party’s negligence or intentional acts; (iii) misuse or abuse, including the failure to use or install the Mobile Device Software in accordance with the Documentation; (iv) incorrect data, or data entry or output, as applicable, by Customer or a third party; (v) use with third party software, hardware or firmware not provided or authorized by Itron in writing; (vi) a Force Majeure event; or (vii) viruses or security vulnerabilities introduced into the Mobile Device Software or Customer’s systems through no fault of Itron.

After the Warranty Period, any Mobile Device Software errors will be addressed under maintenance and support terms.
(e) Updates. Itron may from time to time in its sole discretion develop and provide Mobile Device Software updates, which may include upgrades, bug fixes, patches, other error corrections, and/or new features (collectively, including related documentation, “Updates”).

Based on Customer’s Mobile Device settings, when Customer’s Mobile Device is connected to . . . .

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Itron Master Sales Agreement Page 56 of 60 Itron Confidential the internet either: (a) the Mobile Device Software will automatically download and install all available Updates; or (b) Customer may receive notice of or be prompted to download and install available Updates. Customer shall promptly download and install all Updates and acknowledge and agree that the Mobile Device Software, the Service Offering, or portions thereof may not properly operate should Customer fail to do so. Customer further agrees that all Updates will be deemed part of the Mobile Device Software and be subject to all terms and conditions of this Agreement.

23.1.1. Compatible Mobile Devices.

Mobile Device Software is designed to work in connection with Mobile Devices that meet Itron minimum requirements. Itron will provide the minimum specifications to Customer. Itron is not required to make Mobile Device Software work with any other mobile devices.

24.1.1. Disclaimer of Liability.

Mobile Device Software requires Internet connectivity, which Customer is solely responsible for procuring. Itron accepts no responsibility for any internet services failure, Mobile Device failure, or for any loss or damage of any kind caused by such failure.

25.1.1. Business Continuity and Disaster Recovery.

The following shall replace Section 17 (“Business Continuity”) and Section 18 (“Disaster Recovery”) of the General SaaS Terms and Conditions in its entirety:

Itron uses streaming replication to keep a hot failover database always available, with automatic switch over in the event of failure. Application data is automatically backed up every night.

26.1.1. Recovery of Customer Data at the End of the Agreement or SaaS Service.

At the end of the Term of the Agreement or SaaS service (unless the Agreement or SaaS service is renewed pursuant to duly executed amendment or a new agreement), or in the event of its early termination in accordance with the terms of the Agreement, Customer will confirm to Itron in writing, no later than on the effective date of expiration or termination, its decision to close the SaaS service ("Closure Confirmation"). Provided that Itron has received the Closure Confirmation from Customer within the aforementioned period, Itron will maintain Customer's access to the system for a maximum period of three (3) months from receipt of the Closure Confirmation, for the sole purpose of enabling Customer to retrieve the following Customer data: access account information, meter details, history of index reading data and photographs. Customer may, at no additional cost, export said system data in the standard file format used by the SaaS service, or the format already supported by the SaaS service. At the end of this three (3) month period, the Customer data will be permanently deleted and will no longer be recoverable.

END
. . . .

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Itron Master Sales Agreement Page 57 of 60 Itron Confidential Special Terms and Conditions – Itron Mobile. The following Special Terms and Conditions contained within this attachment apply to Itron’s SaaS Service Offering for Itron Mobile: 1 Relationship to Licensed FCS Software and Maintenance & Support.

Customer may be required to update or upgrade its licensed FCS Software from time to time in order to ensure full functionality of Itron Mobile. Customer’s subscription and right to use Itron Mobile will terminate if Customer’s FCS Software license is terminated.

27.1.1. Compatible Mobile Devices.

Itron Mobile is designed to work in connection with mobile devices that meet Itron minimum requirements. Itron will provide the minimum specifications to Customer. Itron is not required to make Itron Mobile work with any other mobile devices.

28.1.1. Customer’s Obligation to Protect Customer Information on Mobile Devices.

Customer must take steps to protect Customer information stored on mobile devices. User identification codes, passwords, and any information provided to Customer as part of Itron’s security procedures must be treated by Customer as confidential and must not be disclosed in violation of the Agreement. Customer is at all times responsible for its employees and subcontractors’ use of Itron Mobile. Itron has the right to disable any user identification codes or passwords if Customer or its employees and contractors have failed to comply with any of the provisions of this Agreement.

29.1.1. Internet Connectivity.

Itron Mobile requires internet connectivity. Customer is solely responsible for obtaining, maintaining and paying for such internet connectivity.

30.1.1. Disclaimer of Liability.

Itron accepts no responsibility for any internet services failure, mobile device failure, or for any loss or damage of any kind caused by such failure.

END
. . . .

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Itron Master Sales Agreement Page 58 of 60 Itron Confidential Special Terms and Conditions – Field Tools Advanced. The following Special Terms and Conditions contained within this attachment apply to Itron’s SaaS Service Offering for Field Tools Advanced: 1 Compatible Mobile Devices.

Field Tools Advanced is designed to work in connection with mobile devices that meet Itron minimum requirements. Itron will provide the minimum specifications to Customer. Itron is not required to make Field Tools Advanced work with any other mobile devices.

31.1.1. Customer’s Obligation to Protect Customer Information on Mobile Devices.

Customer must take steps to protect Customer information stored on mobile devices. User identification codes, passwords, and any information provided to Customer as part of Itron’s security procedures must be treated by Customer as confidential and must not be disclosed in violation of the Agreement. Customer is at all times responsible for its employees and subcontractors’ use of Field Tools Advanced. Itron has the right to disable any user identification codes or passwords if Customer or its employees and contractors have failed to comply with any of the provisions of this Agreement.

32.1.1. Internet Connectivity.

Field Tools Advanced requires internet connectivity. Customer is solely responsible for obtaining, maintaining and paying for such internet connectivity.

33.1.1. Disclaimer of Liability.

Itron accepts no responsibility for any internet services failure, mobile device failure, or for any loss or damage of any kind caused by such failure.

END
. . . .

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Itron Master Sales Agreement Page 59 of 60 Itron Confidential Special Terms and Conditions – Operations Optimizer. The following Special Terms and Conditions contained within this attachment apply to Itron’s SaaS Service Offering for Operations Optimizer: 1 User IDs ad Passwords.

The following shall replace Section 14 (“User IDs and Passwords”) of the General SaaS Terms and Conditions in its entirety:

Itron shall provide Customer with an integration with Azure Active Directory for managing their user identifications and passwords (“User IDs”) to access Itron’s Operations Optimizer. Customer shall be solely responsible for all use of Customer’s subscriptions and accounts. Customer shall maintain the confidentiality of all User IDs assigned to Customer. User IDs may not be shared or used by more than one user.

34.1.1. Roles and Responsibilities.

The table in Section 19 (“Roles and Responsibilities”) of the General SaaS Terms and Conditions shall be replaced in its entirety with the following:

Description of service or deliverable Itron Customer
Manage user access according using Azure Active Directory to add new users and promptly remove users no longer involved with the Software as a Service.

P
Maintain skill sets necessary to properly support the SaaS. P Administer and monitor Servers including but not limited to utilization of CPU, memory, IOPs, and disk space.

P
Manage and troubleshoot the secure SaaS components and processes (if applicable).

P
Administer associated Linux, Unix, and Windows operating systems.P Apply operating system and other third-party security patches and critical updates as appropriate.

P
Maintain and troubleshoot third-party software issues required for SaaS operations pursuant to this Addendum; work with third party to troubleshoot as required.

P
Maintain anti-virus on all windows-based Servers if applicable to the SaaS platform.

P
Monitor communications and support communications troubleshooting activities for the SaaS.

P
Perform software upgrade activities if required.P
Maintain and administer the SaaS Server databases.P
Manage upload and submission of meter data files; work with Itron when problems are identified.

P
Provide and maintain a Secure FTP or equivalent if included in the SOW.P . . . .

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Itron Master Sales Agreement Page 60 of 60 Itron Confidential Perform regular system, database, and custom component backups in accordance with selected service level.

P
Maintain the applicable standard operating procedures and run books to maintain, monitor and operate the hosted environment.

P
END
. . . .

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City of Vernon, California
4305 S Santa Fe Ave.

Vernon, CA 90058
Maintenance Proposal Pricing: City of Vernon
Date of Quote: 6/6/2023
Price 2024 2025 2026
Hardware by Location Qty Component Name Start End Annual Fee/Unit Year 1 Year 2 Year 3 SC00004340 10 REPEATER 100 7/1/2023 6/30/2026 $ 91.48 $ 914.80 $ 969.69 $ 1,027.87 SC00004340
4 CCU 100 7/1/2023 6/30/2026 152.46 $ $ 609.84 $ 646.43 $ 685.22 Hardware Maintenance Subtotal $ 1,524.64 $ 1,616.12 $ 1,713.09 Software by Location
SC00002799
1 MV-90 XI SINGLE PC 500 METER 7/1/2023 6/30/2026 11,823.67 $ $ 11,823.67 $ 12,533.09 $ 13,285.08 SC00002799
1 MV-90 XI TCP-IP SINGLE PC ELECT DEL 7/1/2023 6/30/2026 838.56 $ $ 838.56 $ 888.87 $ 942.21 PO 011.0001558
SC00017330
1 FIXED NETWORK SOFTWARE-AS-A-SERVICE 7/1/2023 6/30/2026 26,737.04 $ $ 26,737.04 $ 28,341.26 $ 30,041.74 SC00004340
1 FCS W/TOU SFTW MAINTENANCE, 2501-5000 METERS, E-DEL7/1/2023 6/30/2026 5,805.57 $ $ 5,805.57 $ 6,153.90 $ 6,523.14 Software Maintenance Subtotal $ 45,204.84 $ 47,917.13 $ 50,792.16 Year 1 Hardware & Software Maintenance Fee Total $ 46,729.48 $ 49,533.25 $ 52,505.24 Total Maintenance Fees (USD) $ 148,767.97
Customer Signature of Acceptance: ____________________________________________________________________ Date: ______________________ Comments and/or Assumptions:
1) Itron's 3 Year Maintenance Quote for MV-90xi, FN SaaS, FCS as well has Hardware Maintenance of Repeaters and CCU 100s. 2) Applied 8% annual adjustment for 2024, and a 6% annual adjustment for 2025/2026. 3) This quote is based on current configuration and changes to use case or system sizing may require an updated quote. 4) All fees are in $USD.
5) This pricing is an estimate; system rounding may change the final pricing by a few cents.

Agreement Dates
**This is not an invoice**
Prices Valid for 90 Days
City Of Vernon_AttA_HW_SW_FN SaaS_050123
. . . .

Item 13 Page 62 of 62
City Council Agenda Report
Meeting Date: August 15, 2023
From: Carlos Fandino, City Administrator
Department: City Administration
Submitted by: Diana Figueroa, Administrative Analyst
Subject
Services Agreement with Jemmott Rollins Group, Inc for Vernon CommUNITY Fund Administrative Support
Recommendation
Approve and authorize the City Administrator to execute a Professional Services Agreement with Jemmott Rollins Group, Inc., in substantially the same form as submitted, for administrative support services for Vernon CommUNITY Fund grantmaking activities for a total amount not-toexceed $198,000, for a three-year term ($66,000 annually).

Background
As one of the key elements of the City’s good governance reforms, the City Council created the Vernon CommUNITY Fund (VCF) to provide grants to charitable and governmental entities for projects and programs that benefit those residing and working in Vernon. Given the industrial nature of Vernon, the City Council determined that the VCF was in the best interest of the City and its residents, businesses, and workers to provide access to necessary services and improve quality of life.

The City requires the partnership of a qualified firm to provide consultation, guidance, research and specialized administrative support services to the City Administrator and City staff related to the VCF. Staff seeks to leverage a firm’s extensive experience in the areas of non-profit grantmaking and grants management, and specialized knowledge of ethics and principles governing the grantmaking process. Under the direction of the City Administrator, the firm will support staff while adhering to the basic guidelines and operational procedures for the VCF Grant Committee (Grant Committee) and its officers, including those related to the allocation of funds and the processes for reviewing and ranking applications and awarding grants.

Since its inception in 2014, the Vernon CommUNITY Fund Grant Committee has awarded grants totaling over $5 million to non-profit community-based organizations serving neighboring communities in the Vernon area. Additionally, in 2019, the Grant Committee introduced a VCF Scholarship Program which offers grants to qualified high school seniors in the Vernon Area who seek to pursue higher education.

The City’s agreement for the aforementioned services expired on July 31, 2023. Pursuant to Vernon Municipal Code Sections 3.32.080 and 3.32.130 respectively, a Request for Proposals (RFP) was issued on or around July 19, 2023 via Planet Bids, an online platform designed to reach a multitude of prospective vendors, and was also emailed directly to a total of eight (8) organizations, with responses due by August 3, 2023. The proposed scope of services within the RFP was designed to reduce administrative costs and identified a need for staff support in the assessment of direct service grant applications and organizations only and did not include the evaluation of scholarship grant applications.

A total of three (3) proposals were received by the deadline and deemed responsive to the RFP.

Subsequently, a panel comprised of internal staff from various departments evaluated the . . . .

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proposals received in order to determine the firm best suited to provide the services requested.

The panel conducted a comprehensive, fair, and impartial evaluation of the proposals in accordance with the specifications set forth within the RFP document. Established criteria were used in reviewing and comparing the proposals to determine the most suitable firm. At the conclusion of the assessment, the proposal submitted by the Jemmott Rollins Group, Inc. (JRG) received the highest score. JRG demonstrated an extensive level of experience in grantmaking, familiarity with southeast area non-profits, and provided a cost-effective proposal.

It is recommended that City Council approve and authorize the City Administrator to execute a services agreement with JRG. The proposed agreement has been reviewed and approved as to form by the City Attorney’s Office.

Fiscal Impact
The 2023-24 fiscal impact is not-to-exceed $66,000. Sufficient funds are available in General Fund, City Administration Department, Community Promotion Division, Professional Services - Other Account No. 011-010-140-529215 for the current fiscal year and will be budgeted in subsequent fiscal years.

Attachments

1. Services Agreement with Jemmott Rollins Group, Inc. . . . .

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SERVICES AGREEMENT BETWEEN THE CITY OF VERNON AND JEMMOTT ROLLINS GROUP, INC. FOR ADMINISTRATIVE SUPPORT SERVICES FOR VERNON COMMUNITY

FUND GRANT ACTIVITIES

COVER PAGE
Contractor: JEMMOTT ROLLINS GROUP, INC.

Responsible Principal of Contractor: Fran Jemmott, Principal Notice Information - Contractor: Jemmott Rollins Group, Inc. 5443 Overdale Drive
Los Angeles, CA 90043
Attn: Fran Jemmott, Principal
Telephone: (213) 509-1032
Notice Information - City: City of Vernon
4305 Santa Fe Avenue
Vernon, CA 90058
Attn: Carlos R. Fandino, Jr., City Administrator
Email: [email protected]
Telephone: (323) 583-8811 ext. 228
Commencement Date: August 15, 2023
Termination Date: August 14, 2026
Consideration: Total not to exceed $198,000 (includes all applicable sales tax); and more particularly
described in Exhibit B
Records Retention Period Three (3) years, pursuant to Section 11.20 . . . .

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SERVICES AGREEMENT BETWEEN THE CITY OF VERNON AND JEMMOTT ROLLINS GROUP, INC. FOR ADMINISTRATIVE SUPPORT SERVICES FOR VERNON COMMUNITY FUND GRANT ACTIVITIES This Agreement is made between the City of Vernon, a California charter City and California municipal corporation (“City”), and Jemmott Rollins Group, Inc., a California corporation (“Contractor”).

The City and Contractor agree as follows: 1.0 EMPLOYMENT OF CONTRACTOR . City agrees to engage Contractor to perform
the services as hereinafter set forth as authorized by the City Council on August 15, 2023.

2.0 SCOPE OF SERVICES.

2.1 Contractor shall perform all work necessary to complete the services set forth in the City’s Request for Proposals issued on or about July 19, 2023, and titled Administrative Support Services for Vernon CommUNITY Fund Grant Activities, and Contractor's proposal to the City ("Proposal") dated August 2, 2023, Exhibit “A”, a copy which is attached to and incorporated into this Agreement by reference.

2.2 All services shall be performed to the satisfaction of City.

2.3 All services shall be performed in a competent, professional, and satisfactory manner in accordance with the prevailing industry standards for such services.

3.0 PERSONNEL.

3.1 Contractor represents that it employs, or will employ, at its own expense, all personnel required to perform the services under this Agreement.

3.2 Contractor shall not subcontract any services to be performed by it under this Agreement without prior written approval of City.

3.3 All of the services required hereunder will be performed by Contractor or by City approved subcontractors. Contractor, and all personnel engaged in the work, shall be fully qualified and authorized or permitted under State and local law to perform such services and shall be subject to approval by the City.

4.0 TERM. The term of this Agreement shall commence on August 15, 2023, and it shall continue until August 14, 2026, unless terminated at an earlier date pursuant to the provisions thereof.

5.0 COMPENSATION AND FEES.

5.1 Contractor has established rates for the City of Vernon which are comparable to and do not exceed the best rates offered to other governmental entities in and around Los Angeles County for the same services. For satisfactory and timely performance of the . . . .

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services, the City will pay Contractor in accordance with the payment schedule set forth in Exhibit “B” attached hereto and incorporated herein by reference.

5.2 Contractor's grand total compensation for the entire term of this Agreement, shall notexceed $198,000 without the prior authorization of the City, as appropriate, and written amendment of this Agreement.

5.3 Contractor shall, at its sole cost and expense, furnish all necessary and incidental labor, material, supplies, facilities, equipment, and transportation which may be required for furnishing services pursuant to this Agreement. Materials shall be of the highest quality. The above Agreementfee shall include all staff time and all clerical, administrative, overhead, insurance, reproduction, telephone, air travel, auto rental, subsistence, and all related costs and expenses.

5.4 City shall reimburse Contractor only for those costs or expenses specifically approved in this Agreement, or specifically approved in writing in advance by City. Unless otherwise approved, such costs shall be limited and include nothing more than the following costs incurred by Contractor:

5.4.1 The actual costs of subcontractors for performance of any of the services that Contractor agrees to render pursuant to this Agreement, which have been approved in advance by City and awarded in accordance with this Agreement.

5.4.2 Approved reproduction charges.

5.4.3 Actual costs and/or other costs and/or payments specifically authorized in advance in writing and incurred by Contractor in the performance of this Agreement.

5.5 Contractor shall not receive any compensation for extra work performed without the prior written authorization of City. As used herein, “extra work” means any work that is determined by City to be necessary for the proper completion of the Project, but which is not included within the Scope of Services and which the parties did not reasonably anticipate would be necessary at the time of execution of this Agreement. Compensation for any authorized extra work shall be paid in accordance with the payment schedule as set forth in Exhibit “B,” if the extra work has been approved by the City.

5.6 Licenses, Permits, Fees, and Assessments. Contractor shall obtain, at Contractor’s sole cost and expense, such licenses, permits, and approvals as may be required by law for the performance of the services required by this Agreement. Contractor shall have the sole obligation to pay for any fees, assessments, and taxes, plus applicable penalties and interest, which may be imposed by law and which arise from or are necessary for the performance of the Services by this Agreement. . . . .

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6.0 PAYMENT.

6.1 As scheduled services are completed, Contractor shall submit to the City an invoice for the services completed, authorized expenses, and authorized extra work actually performed or incurred according to said schedule.

6.2 Each such invoice shall state the basis for the amount invoiced, including a detailed description of the services completed, the number of hours spent, reimbursable expenses incurred and any extra work performed.

6.3 Contractor shall also submit a progress report with each invoice that describes in reasonable detail the services and the extra work, if any, performed in the immediately preceding calendar month.

6.4 Contractor understands and agrees that invoices which lack sufficient detail to measure performance will be returned and not processed for payment.

6.5 City will pay Contractor the amount invoiced within thirty (30) days after the City approves the invoice.

6.6 Payment of such invoices shall be payment in full for all services, authorized costs, and authorized extra work covered by that invoice.

7.0 CITY'S RESPONSIBILITY. City shall cooperate with Contractor as may be reasonably necessary for Contractor to perform its services; and will give any required decisions as promptly as practicable so as to avoid unreasonable delay in the progress of Contractor's services.8.0 COORDINATION OF SERVICES
. Contractor agrees to work closely with City staff
in the performance of Services and shall be available to City’s staff, consultants, and other staff at all reasonable times.

9.0 INDEMNITY. Contractor agrees to indemnify City, its officers, elected officials, employees and agents against, and will hold and save each of them harmless from, any and all actions, suits, claims, damages to persons or property, losses, costs, penalties, obligations, errors, omissions or liabilities (herein “claims or liabilities”), including but not limited to professional negligence, that may be asserted or claimed by any person, firm or entity arising out of or in connection with the work, operations or activities of Contractor, its agents, employees, subcontractors, or invitees, provided for herein, or arising from the acts or omissions of Contractor hereunder, or arising from Contractor’s performance of or failure to perform any term, provision, covenant or condition of this Agreement, except to the extent such claims or liabilities arise from the gross negligence or willful misconduct of City, its officers, elected officials, agents or employees. . . . .

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10.0 INSURANCE. Contractor shall, at its own expense, procure and maintain policies of insurance of the types and in the amounts set forth below, for the duration of the Agreement, including any extensions thereto. The policies shall state that they afford primary coverage. i. Automobile Liability with minimum limits of at least $1,000,000 combined single limit, including owned, hired, and non-owned liability coverage. ii. Contractor agrees to subrogate automobile liability resulting from performance under this Agreement by agreeing to defend, indemnify and hold harmless, the City, and its respective employees, agents, and City Council from and against all claims, liabilities, suits, losses, damages, injuries and expenses, including all costs and reasonable attorney’s fees (“Claims”), which are attributable to any act or omission by the City under the performance of the services. The city of Vernon, its directors, commissioners, officers, employees, agents, and volunteers must be endorsed on the policy as additional insureds and under the Contractors’ policy shall be primary and non-contributory and will not seek contribution from the City’s insurance or self-insurance.
iii. General Liability with minimum limits of at least $1,000,000 per occurrence and $2,000,000 aggregate written on an Insurance Services Office (ISO) Comprehensive General Liability "occurrence" form or its equivalent for coverage on an occurrence basis.

Premises/Operations and Personal Injury coverage is required. The City of Vernon, its directors, commissioners, officers, employees, agents, and volunteers must be endorsed on the policy as additional insureds as respects liability arising out of the Contractor's performance of this Agreement. The additional insured coverage under the Contractor’s policy shall be primary and non-contributory and will not seek contribution from the City’s insurance or self-insurance. (1) If Contractor employs other contractors as part of the services rendered, Contractor's Protective Coverage is required. Contractor may include all subcontractors as insureds under its own policy or shall furnish separate insurance for each subcontractor, meeting the requirements set forth herein. (2) Contractor agrees to subrogate General Liability resulting from performance under this Agreement by agreeing to defend, indemnify and hold harmless, the City, and its respective employees, agents, and City Council from and against all claims, liabilities, suits, losses, damages, injuries and expenses, including all costs and reasonable attorney’s fees (“Claims”), which are attributable to any act or omission by the City under the performance of the services.
iv. Professional Errors and Omissions coverage in a sum of at least $2,000,000, where . . . .

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such risk is applicable. Applicable aggregates must be identified and claims history provided to determine amounts remaining under the aggregate. Contractor shall maintain such coverage for at least one (1) year after the termination of this Agreement. v. Contractor shall comply with the applicable sections of the California Labor Code concerning workers' compensation for injuries on the job. In addition, Contractor shall require each subcontractor to similarly maintain workers’ compensation insurance in accordance with the laws for California for all of the subcontractor’s employees. Compliance is accomplished in one of the following manners:
(1) Provide copy of permissive self-insurance certificate approved by the State of California; or
(2) Secure and maintain in force a policy of workers' compensation insurance with statutory limits and Employer's Liability Insurance with a minimal limit of $1,000,000 per accident. The policy shall be endorsed to waive all rights of subrogation against City, its directors, commissioners, officers, employees, and volunteers for losses arising from performance of this Agreement; or (3) Provide a "waiver" form certifying that no employees subject to the Labor Code's Workers' Compensation provision will be used in performance of this Agreement.
vi. Each insurance policy included in this clause shall be endorsed to state that coverage shall not be cancelled except after thirty (30) days' prior written notice to City. vii. Insurance shall be placed with insurers with a Best's rating of no less than A-VIII. viii. Prior to commencement of performance, Contractor shall furnish City with a certificate of insurance for each policy. Each certificate is to be signed by a person authorized by that insurer to bind coverage on its behalf. The certificate(s) must be in a form approved by City.

City may require complete, certified copies of any or all policies at any time. ix. Failure to maintain required insurance at all times shall constitute a default and material breach. In such event, Contractor shall immediately notify City and cease all performance under this Agreement until further directed by the City. In the absence of satisfactory insurance coverage, City may, at its option: (a) procure insurance with collection rights for premiums, attorney's fees and costs against Contractor by way of set-off or recoupment from sums due to Contractor, at City's option; (b) immediately terminate this Agreement and seek damages from the Agreement resulting from said breach; or (c) self-insure the risk, with all damages and costs incurred, by judgment, settlement or otherwise, including attorney's fees and costs, being collectible from Contractor, by way of set-off or recoupment from any sums due to Contractor. . . . .

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11.0 GENERAL TERMS AND CONDITIONS.

11.1 INDEPENDENT CONTRACTOR.

11.1.1 It is understood that in the performance of the services herein provided for, Contractor shall be, and is, an independent contractor, and is not an agent, officer or employee of City and shall furnish such services in its own manner and method except as required by this Agreement, or any applicable statute, rule, or regulation. Further, Contractor has and shall retain the right to exercise full control over the employment, direction, compensation and discharge of all persons employed by Contractor in the performance of the services hereunder. City assumes no liability for Contractor’s actions and performance, nor assumes responsibility for taxes, bonds, payments, or other commitments, implied or explicit, by or for Contractor. Contractor shall be solely responsible for, and shall indemnify, defend and save City harmless from all matters relating to the payment of its employees, subcontractors and independent contractors, including compliance with social security, withholding and all other wages, salaries, benefits, taxes, exactions, and regulations of any nature whatsoever.

11.1.2 Contractor acknowledges that Contractor and any subcontractors, agents or employees employed by Contractor shall not, under any circumstances, be considered employees of the City, and that they shall not be entitled to any of the benefits or rights afforded employees of City, including, but not limited to, sick leave, vacation leave, holiday pay, Public Employees Retirement System benefits, or health, life, dental, long-term disability or workers' compensation insurance benefits.

11.2 CONTRACTOR NOT AGENT. Except as the City may authorize in writing, Contractor and its subcontractors shall have no authority, express or implied, to act on behalf of or bind the City in any capacity whatsoever as agents or otherwise.

11.3 OWNERSHIP OF WORK. All documents and materials furnished by the City to Contractor shall remain the property of the City and shall be returned to the City upon termination of this Agreement. All reports, drawings, plans, specifications, computer tapes, floppy disks and printouts, studies, memoranda, computation sheets, and other documents prepared by Contractor in furtherance of the work shall be the sole property of City and shall be delivered to City whenever requested at no additional cost to the City. Contractor shall keep such documents and materials on file and available for audit by the City for at least three (3) years after completion or earlier termination of this Agreement. Contractor may make duplicate copies of such materials and documents for its own files or for such other purposes as may be authorized in writing by the City.. . . .

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11.4 CORRECTION OF WORK. Contractor shall promptly correct any defective, inaccurate or incomplete tasks, deliverables, goods, services and other work, without additional cost to the City. The performance or acceptance of services furnished by Contractor shall not relieve the Contractor from the obligation to correct subsequently discovered defects, inaccuracy, or incompleteness.

11.5 RESPONSIBILITY FOR ERRORS. Contractor shall be responsible for its work and results under this Agreement. Contractor, when requested, shall furnish clarification and/or explanation as may be required by the City, regarding any services rendered under this Agreement at no additional cost to City. In the event that an error or omission attributable to Contractor occurs, then Contractor shall, at no cost to City, provide all necessary design drawings, estimates and other Contractor professional services necessary to rectify and correct the matter to the sole satisfaction of City and to participate in any meeting required with regard to the correction.

11.6 WAIVER. The City's waiver of any term, condition, breach, or default of this Agreement shall not be considered to be a waiver of any other term, condition, default or breach, nor of a subsequent breach of the one waived. The delay or failure of either party at any time to require performance or compliance by the other of any of its obligations or agreements shall in no way be deemed a waiver of those rights to require such performance or compliance. No waiver of any provision of this Agreement shall be effective unless in writing and executed by a duly authorized representative of the party against whom enforcement of a waiver is sought.

11.7 SUCCESSORS. This Agreement shall inure to the benefit of, and shall be binding upon, the parties hereto and their respective heirs, successors, and/or assigns.

11.8 NO ASSIGNMENT. Contractor shall not assign or transfer this Agreement or any rights hereunder without the prior written consent of the City and approval by the City Attorney, which may be withheld in the City's sole discretion. Any unauthorized assignment or transfer shall be null and void and shall constitute a material breach by the Contractor of its obligations under this Agreement. No assignment shall release the original parties from their obligations or otherwise constitute a novation.

11.9 COMPLIANCE WITH LAWS. Contractor shall comply with all Federal, State, County and City laws, ordinances, rules and regulations, which are, as amended from time to time, incorporated herein and applicable to the performance hereof. Violation of any law material to performance of this Agreement shall entitle the City to terminate the Agreement and otherwise pursue its remedies. Further, if the Contractor performs any work knowing it to be contrary to such laws, rules, and regulations Contractor shall be solely responsible for all costs arising therefrom.

11.10 ATTORNEY'S FEES. If any action at law or in equity is brought to . . . .

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enforce or interpret the terms of this Agreement, the prevailing party shall be entitled to reasonable attorney's fees, costs, and necessary disbursements in addition to any other relief to which such party may be entitled.

11.11 INTERPRETATION.

11.11.1 Applicable Law. This Agreement shall be deemed an agreement and shall be governed by and construed in accordance with the laws of the State of California.

Contractor agrees that the State and Federal courts which sit in the State of California shall have exclusive jurisdiction over all controversies and disputes arising hereunder, and submits to the jurisdiction thereof.

11.11.2 Entire Agreement. This Agreement, including any exhibits attached hereto, constitutes the entire agreement and understanding between the parties regarding its subject matter and supersedes all prior or contemporaneous negotiations, representations, understandings, correspondence, documentation, and agreements (written or oral).

11.11.3 Written Amendment. This Agreement may only be changed by written amendment executed by Contractor and the City Administrator or other authorized representative of the City, subject to any requisite authorization by the City Council. Any oral representations or modifications concerning this Agreement shall be of no force or effect.

11.11.4 Severability. If any provision in this Agreement is held by any court of competent jurisdiction to be invalid, illegal, void, or unenforceable, such portion shall be deemed severed from this Agreement, and the remaining provisions shall nevertheless continue in full force and effect as fully as though such invalid, illegal, or unenforceable portion had never been part of this Agreement.

11.11.5 Order of Precedence. In case of conflict between the terms of this Agreement and the terms contained in any document attached as an Exhibit or otherwise incorporated by reference, the terms of this Agreement shall strictly prevail. The terms of the City’s Request for Proposals shall control over the Contractor’s Proposal.

11.11.6 Construction. In the event an ambiguity or question of intent or interpretation arises with respect to this Agreement, this Agreement shall be construed as if drafted jointly by the parties and in accordance with its fair meaning. There shall be no presumption or burden of proof favoring or disfavoring any party by virtue of the authorship of any of the provisions of this Agreement.

11.12 TIME OF ESSENCE. Time is strictly of the essence of this agreement and each and every covenant, term, and provision hereof.
. . . .

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