HomeMy WebLinkAboutStaff Report 13665City of Palo Alto (ID # 13665)
City Council Staff Report
Report Type: Action Items Meeting Date: 10/18/2021
City of Palo Alto Page 1
Title: Approval of Advanced Metering Infrastructure (AMI) Contract with
Sensus USA Inc. in the Amount of $15,283,218; and Authorization for the City
Manager to Negotiate and Execute Change Orders up to a Not-to-Exceed
Amount of $1,484,000, for a Total Contract Amount Not-to-Exceed
$16,767,218; Approval of Amendment No. 2 with E Source in an Amount Not-
to-Exceed $1,339,947 for Phase 3 AMI Consulting; and 3) Adoption of a
Resolution to Transfer up to $18,900,000 from the Electric Special Project
Reserves to the Smart Grid Technology Installation Project EL-11014
From: City Manager
Lead Department: Utilities
Recommendation
Staff recommend that Council:
1.Approve and authorize the City Manager or their designee to execute Contract C22177782
(Attachment A) with Sensus USA Inc. (Sensus), for advanced metering infrastructure (AMI)
system and installation services, in an amount not to exceed $15,283,218 through
12/31/31;
a.Authorize the City Manager or their designee to negotiate and execute one or more task
orders for additional services under the contract with Sensus for related additional, but
unforeseen work which may develop during the project; the total of which shall not
exceed $1,484,000 or 10% of the implementation cost, for a total contract amount not
to exceed of $16,767,218;
b.Authorize the City Manager or their designee to determine whether executing the
optional Network Performance Assurance Services (Contract Exhibit N) for post-
deployment support of the AMI network and extension of performance warranty for
two years, in an amount not to exceed $338,531 (included in the total Sensus contract
amount above) is in the City’s best interests, and approve and authorize the City
Manager or their designee to execute Contract Exhibit N if it is determined to be in the
City’s best interests, not later than six months from the anticipated completion of AMI
deployment;
2.Approve and authorize the City Manager or their designee to execute Amendment No. 2 to
Contract C17165774A (Attachment B) with E Source Companies, LLC, for phase 3 AMI
consulting services including project management, system integration, change
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management, and field installation oversight, in an amount not to exceed $1,339,947
through 12/31/2025;
3. Approve the adoption of a Resolution (Attachment C), in which Council:
a. Authorizes the transfer of up to $18.9M from the Electric Special Project (ESP) reserves
to the Smart Grid Technology Installation Project (EL-11014), as follows:
i. Transfer up to $8.4 million from the ESP reserves to the Smart Grid Technology
Installation Project (EL-11014) for Electric Advanced Metering Infrastructure (AMI)
and smart grid-related expenditures;
ii. Transfer up to $6.5 million from the ESP reserves to the Smart Grid Technology
Installation Project (EL-11014) for Water AMI and smart grid-related expenditures
as an inter-fund loan with a repayment term of 5-years with appropriate interest,
upon completion of the project; and
iii. Transfer up to $4.0 million from the ESP reserves to the Smart Grid Technology
Installation Project (EL-11014) for Gas AMI and smart grid-related expenditures as
an inter-fund loan with a repayment term of 5-years with appropriate interest,
upon completion of the project.
iv. Individual fiscal year transfer amounts up to the totals listed in the subsections
above will be determined based on annual CIP budgets, and are currently
estimated to be $7 million in FY 2022, $7 million in FY 2023, and $4.9 million in FY
2024.
b. Approves the commitment of ESP funds to support the electric AMI Project
expenses, and the loan of ESP funds to support the water and gas AMI Project
expenses, and finds that the proposed fund transfers meet Council’s guidelines
for managing the Electric Special Project Reserve.
Executive Summary
In 2018, the Utilities Advisory Commission (UAC) and City Council approved the Smart Grid
Assessment and Technology Implementation Plan and supported implementation of the
Advanced Metering Infrastructure (AMI) project. AMI is a foundational technology that is
becoming a standard in the utilities industry to implement smart grid systems designed to
improve customer experience, strengthen system reliability, enable City of Palo Alto Utilities
(CPAU) to operate more effectively, and enable the community to meet its environmental
sustainability and resiliency goals.
To implement AMI, staff identified detailed business requirements and issued a request for
proposal to potential AMI systems and installation vendors. After evaluating 13 proposals, staff
recommends Sensus USA Inc, for their AMI system and equipment installation services. Staff
also recommends a contract amendment with E Source Companies to provide AMI consulting
services for the final phase (#3) which includes project management, change management,
system integration, support for testing and training, and field oversight throughout the project
from 2021 through 2024. The combined initial (capital) costs of these two contracts are
estimated at between $15.1 and $16.7 million, depending on the use of $1.6M in contingency
funds. An additional $0.9 million in expenditures is projected over the 10-year term of the
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Sensus contract for on-going annual software and hosting services, bringing the total contract
amount to $17.6 million over the life of the contracts.
The Electric Special Projects (ESP) reserve fund is in place to fund major one-time electric utility
expenditures, including the AMI project. Hence staff recommends using up to $8.4 million from
ESP reserves to cover the electric share of the AMI project, and for the ESP to lend up to $10.5
million to cover the gas and water share of the project, with a plan to repay the loan with
interest at an appropriate interest rate within 5 years after project completion. The use of ESP
funds for this project is within the ESP reserve guidelines approved by UAC and Council in 2015
(Staff Report #5716).
The recommended actions were presented on October 4 as part of the City Council’s consent
calendar, in recognition of the City’s interest in expediently implementing this initiative based
on prior City Council direction. Councilmembers Greer, Kou, and Tanaka moved to agendize the
item for discussion.
Background
In November 2018, the City Council approved the Utilities Smart Grid Assessment and
Technology Implementation Plan (Staff Report # 9780). The assessment recommended the
implementation of Advanced Metering Infrastructure (AMI) based smart grid systems for the
benefit of electric, natural gas and water utility customers.
An AMI-based smart grid system will empower customers to more efficiently utilize utility
supplies, facilitate customer adoption of distributed energy resources (DER) such as solar
photovoltaics, energy storage, and electric vehicles, and enable the timely detection of water
leaks. AMI will also enable CPAU to optimize operations and improve reliability by reducing
restoration time for outages. AMI will be a critical system to meet the community’s greenhouse
gas reductions goals by enabling time-of-use (TOU) electricity rates and to encourage the use of
electrical appliances and charging EVs during periods of the day when electricity cost is low.
Given the large investment required to implement an AMI system, a cost-benefit analysis was
undertaken in 2018 to determine financial viability of AMI, assess staffing requirements, and
consider technological dependencies, project risks, and CPAU’s operational readiness. The
analysis found that the overall net-present-value (NPV) of the investment over the 18- year life
of the system was close to break-even, considering only the costs and benefits that can be
quantified. This effectively means that there will be little or no impact on utility cost to
customers over the 18-year life of the project. Upon including non-quantifiable benefits such as
enhanced customer experience, improved system reliability, and better distribution asset
utilization, the analysis suggests that this strategic investment would be a net benefit to all
utility customers, particularly for the electricity and water utility customers. The estimated
capital cost related to the AMI system installation was approximately $16 to $19 million with an
investment life of 18 years. The evaluation also analyzed the operational impact and found that
the investment will require a few staffing changes to implement and maintain the AMI
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infrastructure to maximize the value of the investment. The annual operating cost of the AMI
system is estimated to be $1.9 million, which would be offset by $3.3 million in benefits
estimated to accrue from electricity and water use conservation, and current staffing related
savings. The result is projected to be a net monetary benefit to of $1.4 million per year on an
ongoing basis.
The UAC and Council acceptance in 2018 of staff’s recommendation to invest $16 to $19 million
in AMI technology was based on a financial and economic analysis undertaken by expert
consultants and the experience gained by CPAU after implementing the CustomerConnect AMI
pilot in 2013-18
Discussion
I. RFP Issuance, Vendors Selection, and Contract Negotiations to Implement AMI Project
Following Council’s acceptance of staff’s recommendation to invest in AMI technology in
November 2018, staff retained consultants to assist with soliciting AMI system vendor
proposals. On March 31, 2020, a Request for Proposal (RFP) Number 177782 for ‘Equipment,
Software, and Services for an Advanced Metering Infrastructure Project’ was issued. Staff
received 13 proposals ranging from one to five components identified in the RFP: AMI network,
water metering, gas metering, installation services, and meter data management system. The
proposers were asked to submit a proposal on a single project component, multiple project
components, or all five components. Proposers were also permitted to submit a joint proposal
for one or more project components, to provide a proposal that best meets the City’s stated
needs.
Component Number Component Name Component Description
1 AMI Field Area Network
(“FAN”)
Equipment, software, and services capable of delivering billing
and interval reads from customer meters, including
networking infrastructure components and the installation
thereof, AMI-integrated electric meters, water and gas
endpoints/modules, and other ancillary equipment (batteries,
water meter pit lids, etc.) necessary to attain functionality;
additionally, integration services to tie the AMI headend to
other business-critical systems
2 Water Metering Water meters, registers, and lids
3 Gas Metering Gas meters, indices, and some lids
4 Installation Services Installation services for electric meters, AMI
endpoints/modules, and other ancillary metering equipment
(water and gas meters, water meter registers, gas meter
indices, lids, boxes, etc.) related to the AMI Project;
additionally, procurement of ancillary equipment, such as
water meter boxes, as-needed upon request
5 Meter Data Management
System (“MDMS”)
Software and services for the long-term retention, validation,
estimation, and editing of meter reads, as well as advanced
analytic tools for the data; additionally, integration services to
tie the MDMS to other business-critical systems
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Staff and the consultant assembled a cross-functional AMI project team consisting of members
from Adminstration, Customer Service, Engineering, IT, Operations and Resource Management.
The team met for eight months reviewing each proposal, interviewing vendors, participating in
vendor demonstrations and presentations, and conducting customer reference calls.
The proposals were evaluated based on the following criteria. It was also specified that the
weights associated with the criteria would be different for the five components of the RFP.
1. Quality and completeness of Proposal
2. Quality, performance, and effectiveness of the solution
3. Proposer’s experience
4. Cost to the City
5. Proposer’s financial condition and stability
6. Proposer’s ability to perform the requirements within the time specified
7. Proposer’s prior record of performance with City or other agencies
8. Proposer’s ability to provide future maintenance, repairs, parts and/or services
9. Proposer’s compliance with applicable laws, regulations, policies
10. Whether or not the Proposal is Turnkey; existence of synergies with existing
City systems
The selected vendors have a proven history of AMI experience in the municipal sector with
electric, gas, and water meters in California. The solutions and services they offered were the
best fit for the City in the near term and for future business requirements.
II. Sensus AMI Contract and Scope of Work
The AMI system provided by Sensus USA Inc. was selected. This system consists of five
elements:
1. A 900 MHz point-to-multipoint network over FCC licensed radio band.
o Five network poles will be erected at Hale Well Station, Peers Park Pump Station,
Maybell Substation, Montebello Reservoir, and East Meadow Substation to receive
wirelessly transmitted meter data from ~74,900 electric, gas and water meters.
o There will be a total of 10 collector radios, ranging from one to three collectors per site,
powered at 8 Watts, and are expected to collect meter data continuously and transmit
every fifteen minutes.
o Network and meter communication is secured via fiber backhaul and AES-256
encryption and the system meets all relevant NIST standards.
2. Approximately 27,100 Sensus residential/small commercial electric meters and ~2,900
Aclara kV2C commercial electric meters, both with Sensus radios, will replace all ~30,000 of
the existing electric meters.
o The 2 Watt-powered radio embedded in a meter is expected to transmit data (15-
minute energy consumption and voltage data) on a hourly basis, but ~0.1 second each
time. The customer consumption information will be made available to customers the
day-after, on a hourly interval basis for electricity consumption and daily intervals for
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water/gas consumption.
o On an optional basis the electric meters can have an embedded Zigbee radio, which
when turned on by CPAU at customers request, will be able to communicate meter
reading data within the home via a in-home-display (IHD) or wi-fi enabled gateway to a
customer selected IHD/gateway service provider.
o Some electric meters will also have a remote disconnect switch. This feature could be
used to turn off or limit the current flow to a delinquent customer. This feature will
lower CPAU operating costs of travelling to customer site for customer turn-off or
move outs.
o Replacement of the electric meter will result in a momentary outage for the customer.
Customers will be notified in advanced of the electric meter replacement.
3. Approximately 20,798 water meters will be retrofitted with Sensus water meter end-point
radios.
o Water meter radios are powered by batteries that are warrantied for 15-20 years and
transmit to the collector at 2 Watts, 6 times a day, with transmission lasting ~ 0.1
seconds each time.
o Approximately 8,300 water meters are older than 20 years and are due for
replacement with CPAU’s preferred Badger meters. To achieve operational efficiencies
and economies related to installation, these older water meters will be replaced when
AMI radios are installed at those locations. CPAU will directly purchase the Badger
water meters from the manufactuer and provide them to Sensus for installation along
with Sensus water end-point radios.
o Since the water meters will be procured by CPAU, outside the Sensus contract and are
not directly related to the AMI project, these cost are not included in this report nor
included as part of the AMI capital budget. Instead, these water meter replacements
will be charged against the Water Meter Replacement CIP (WS-80015). Due to staffing
constraints in previous years, CPAU has accumulated a large backlog of aged water
meters in need of replacement. Water meter box lids will also be replaced or
retrofitted to accommodate a mushroom shaped radio attenna that is mounted flush
with the lid to provide a clear path for communication.
o All 20,798 Badger water meters will require an AMI radio to transmit the water meter
data and alerts to the AMI network. The City has had Badger water meters as a
standard for approximately 25 years. Based on the City’s water meter testing results
and discussions with other water utilities, Badger meters have proven to be accurate
and reliable. The City has an existing contract with Badger and will directly purchase
the end-point radios from them because this will eliminate the mark up cost associated
with a third party distributor. The estimated cost to retrofit all Badger water meters
with AMI end-point radios is $0.9 million or $43 per unit.
4. Approximately 24,208 of existing gas meters will be retrofitted with Sensus gas meter end-
point radios.
o Gas meter radios are powered by batteries that are warrantied for 20 years and
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transmit to the collector at 2 Watts, 6 times a day, with transmission lasting ~ 0.2
seconds each time.
o The dials of the existing gas meters will be removed and be retrofitted with dials which
can be connected to the gas meter radio/antennas.
5. A cloud-based meter Head End System (HES) will store all the data collected and
transmitted by the meters. Sensus will be providing hosted HES solution for a initial 10 year
period, extendable up to 20 years.
o Data centers hosting the HES are located in the U.S and communication is secured
through a VPN connection. Data is encrypted at rest including backups. All datacenters
comply with System and Organization Controls 2 (SOC2) for physical security. No
Personally Identifiable Information (PII) will be stored in the system.
o Sensus maintains a set of security policies that are aligned with industry standards and
has been certified by GE under the Achilles Practices Certification (APC) and Achilles
Communication Certification (ACC) programs.
o Senus is in the process of obtaining ISO 27001 certification and expects to be certified by
the end of CY 2021.
The total capital cost associated with procuring this system is estimated at $10.3 to $11.3
million, including a contingency amount of $1.0 million or 10 percent. The annual hosting,
licensing and software fee is approximaely $90,000. The term of the SaaS agreement is 10 years
with a 3% annual escalation totalling approximately $1,031,749. The contingency amount is
requested to purchase additonal Zigbee and/or remote disconnect modules on electric meters.
Over the next six months, staff will be conducting more research and performing cost benefit
analysis on these optional devices. The contingency funds allocated to this contract will ensure
that CPAU can mitigate schedule delays in roll-out, as well as avoid overruns in the overall
budget. After completion of the project, all remaining dollars from the contract or contingency
account will be returned to Electric Special Project reserves.
Since the Sensus contract is a hybrid of different types of contracts (i.e. Goods, Professional
Services, Software), there are some non-standard City terms in the contract.
• FCC Spectrum License Lease – Since Sensus uses licensed radiofrequency (RF) from the
Federal Communications Commission (FCC) for their AMI network, the City has to agree
to the FCC terms. Sensus is unable to modify any of the terms under the FCC’s RF
spectrum lease agreement. Staff has reviewed the FCC agreement and does not have
any concerns with the standard terms and conditions of the FCC agreement. The private
FCC licensed spectrum provides the City additional reliability, scalability, and security.
• Non-appropriation – If the contract is terminated for non-appropriation, the City will not
replace the Sensus AMI network with a different vendor for the remainder of the term
of the contract. In addition, the City will be responsible for any unavoidable costs
incurred by Sensus as a result of a suspension or termination for non-appropriation.
Unavoidable costs may include raw material and work in process, plus the furnished
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Equipment and Services and any standby or demobilization fees or other applicable
costs that may be incurred by Sensus. In no event will the termination/suspension costs
exceed ten percent (10%) of the remaining Agreement cost related to
implementation/installation of the AMI network.
• Optional Network Performance Assurance Services – For post-deployment AMI network
support, Sensus offers a two-year network performance assurance service which
includes ongoing RF network communication management and maintenance of the AMI
network. Sensus will dedicate 0.5 FTE to monitor, troubleshoot, mitigate and resolve
any AMI communication or equipment issues. This extended service will provide
additional support and training for the AMI staff. This is an optional service that the City
will determine if it in the City’s best interest no later than six months from the
anticipated completion of AMI deployment.
III. Installation Services by Utility Partners of America (Subcontractor of Sensus)
Customer metering equipment installation services would also be provided by Sensus USA,
under a subcontract with Utility Partners of America (UPA). UPA is one of the leaders in
providing large-scale meter installation services. UPA served as the installation contractor for
other municipal utilities in California such as Sacramento Municipal Utility District, Eastern
Municipal Water District, the City of Long Beach Energy Services and the City of Santa Rosa. The
Work Order Management System (WOMS) to aid the management and quality control will be
based on Ensight+ software.
• Ensight+ software services are hosted by Rackspace, which is SOC 1, SOC 2, SOC 3, and
ISO 27001 certified; and the data is stored with AES-256 bit encryption.
• Ensight+ as a organization is in the process of being SOC2 certified by early 2022.
Installation services include replacement of electric meters, retrofitting existing water meters
with AMI radios, replacing water meter box/lids, replacement of aging water meters,
retrofitting existing gas meters with AMI radios, removal and disposal of old equipment in
accordance with City’s disposal and recycling policies.
Installation of electric meters will cause a momentary outage for the customer. Installing water
and gas radio end-point will not cause service disruptions for the customer. Replacement of
aging water meters will cause a 30 to 45-minute service disruption. Timely notices, including
knocking on the doors, would be provided to customers during the mass installation phase of
the project, anticipated to occur in the 2023-24 period.
New electric meters will be tested on a sample basis. Due to the volume of meter replacement
and associated logistics, meters removed will not be tested. If customers perceive their meter
to be inaccurate, tests will be performed on the new meters.
The 18 months of installation services by UPA are expected to begin in mid-2023 and the
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projected cost is $5.0 million including a contingency amount of $0.50 million or 10 percent. A
need for contingency funding arises from the installation services to be performed by a
contractor. CPAU has already taken steps to mitigate or otherwise account for auxiliary costs
that are commonly incurred during mass meter change-out and AMI deployment, such as K-
and A-base meter conversions, gas relights, and box/lid replacements, among other items.
Despite this planning, field conditions are often subject to changing environments that can lead
to accessibility issues or additional work that need to be performed before converting a meter
to AMI.
IV. E Source Consulting Contract and Scope of Work
Staff recommends continuing to utilize the services of E Source Companies, LLC (previously
UtiliWorks Consulting) to assist CPAU staff in managing this large specialized project. With their
wide-ranging and in-depth AMI experience, E Source previously assisted CPAU with analyzing
the cost-benefits of the AMI investement and also assisted with soliciting vendor proposals and
evaluation during the vendor contract negotiations.
E Source has a proven history of working with CPAU in developing a strategic technology
roadmap, completing the AMI business case and cost-benefit analysis, and supporting
procurement of advanced metering infrastructure (AMI).
E Source services under the agreement will include project management, organizational change
management, system integration, testing and training support, and field services oversight. The
expenditure under this contract is projected to be $1.2 to $1.3 million including a contingency
amount of $0.2 million. Given the complexity of the AMI project and system integration and
coordination of multiple workstreams across CPAU, the contingency account will enable E
Source to provide a greater level of effort to lead some of these areas, such as organizational
change management, solutions architecture and engineering, or systems training and testing,
depending on staff availability and constraints. Additionally, CPAU may opt to extend some
services beyond the current schedule, such as mobilizing E Source resources for added
installation oversight and quality assurance during Full Deployment.
V. Meter Data Management System (MDMS)
The MDMS will act as the system of record for all meter readings and customer consumption,
integrating with various other system and feeding billing, customer service, and engineering
operations. It will offer dashboards, visualizations, and analytics to view individual meters or
aggregated meters. The MDMS also provides analysis tools for water leak detection, outage
map, and transformer health.
Staff will bring forth the terms, conditions, and cost of the MDMS contract in a subsequent
Council meeting. As a result of an industrywide semiconductor chip shortage, the lead time to
build the AMI base stations and meters is approximately 12 – 16 weeks. Integration of the AMI
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and MDMS systems cannot begin until the base stations are installed and meters are deployed,
which is why staff is recommending approval of the AMI network and consulting contracts
ahead of the MDMS contract.
VI. System Integration Services with Existing CPAU Technology Systems
In addition to equipment and services procured through these AMI contracts, additional
resources will also be needed to implement this project:
• Augmenting SAP Consultants services to integrate MDMS with the CIS/Billing system.
• Augmenting consulting services with SEW, the MyCPAU customer account management
portal provider to integrate AMI data into the portal.
• Re-assigning existing staff to new roles to implement and maintain AMI systems.
• Hiring temporary staff to back-fill for existing staff who will be assigned to the AMI
project during implementation phase.
The cost of these additional resources is estimated at between $1.0 and 1.5 million.
An overview of the AMI and MDM systems selected and their communications and interfaces
with CPAU’s existing technology systems are illustrated in Figure 1.
VII. Components of Project Cost & Projected Budgets
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A description and summary of the Sensus and E Source contracts recommended to be approved
by Council is provided in Table 1.
Table 1: Description of Sensus and E Source Services, Costs and Contract Terms
Contracting Entity Sensus USA, Inc.
Sensus USA, Inc. &
Subcontractor
(Utility Partner of
America)
E Source Total
Contract Description
Type of Service
AMI equipment,
software and hosting
services, integration
services, and professional
services
Meter, radio, and lid
installation services
Consulting services
related to project
management, change
management, system
integration and field
services
Contracting Term 10 years One Time 4 years
Costs
Implementation Cost 9.3 5.0 1.2 15.5
Contingency 1.0 0.5 0.1 1.6
Total Software
Licensing 1.0 - - 1.0
Total NTE Amount (in
millions) for Contract
Term(s)
$ 11.3 $ 5.5 $ 1.3 $ 18.1
A description of the total estimated AMI project cost including the meter data management
system and Badger water meter radios is provided in Table 2. Staff will bring forth the terms,
conditions, and cost of the MDMS and National Meter & Automation contracts in a subsequent
Council meeting.
Table 2: Description of AMI Systems Hardware, Installation, Software, and Consulting Services
Contracting Entity Sensus USA, Inc.
Sensus USA, Inc. &
Subcontractor
(Utility Partner of
America)
E Source Meter Data Management
System (MDMS) Provider
National Meter &
Automation Total
Contract Description
Type of Service
AMI equipment,
software and hosting
services, integration
services, and professional
services
Meter, radio, and lid
installation services
Consulting services
related to project
management, change
management, system
integration and field
services
MDMS
software through Smart
Works, integration
services, and professional
services
New AMI-compatible
retrofit radios for
Badger water meters
Contracting Term 10 years One Time 4 years 5 years One Time
Costs
Implementation Cost 9.3 5.0 1.2 0.8 0.9 17.2
Contingency 1.0 0.5 0.1 0.1 - 1.7
Total Software
Licensing 1.0 - - 1.1 - 2.1
Total NTE Amount (in
millions) for Contract
Term(s)
$ 11.3 $ 5.5 $ 1.3 $ 2.0 $ 0.9 $ 20.9
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The total estimated cost of the AMI project is approximately $20.9 million, of which $17.2
million is related to initial implementation, with the remaining funds accounting for annual SaaS
and software licensing costs for the duration of the contracts ($2.1 million) and contingency
funds ($1.7 million). Annual total software/hosting charges for Sensus are estimated at $90,000
for year one with a three percent annual escalator up to year ten.
VII. Project Funding & Allocation of Costs to the Electric, Water and Gas Funds
The Electric Special Projects (ESP) reserve will be used to fund the electric portion of the AMI
investment. As a result, there will be no rate impact to the electric ratepayers. The gas and
water funds will cover direct costs associated with their own equipment and installation costs.
Of the initial implementation cost, $12.3 million could be directly attributable to one of the
three utility services. Project costs that cannot be directly allocated to one of the three utilities
(indirect costs, such as project management services, installation service mobilization cost,
warehouse rental, etc. totaling $6.6 million) are proposed to be allocated based on the ratio of
each of the three utility annual revenues during FY 2020. This results in an apportionment ratio
for indirect project cost of 65% (electric), 18.5% (water) and 16.5% (gas). With these allocations,
the total baseline capital cost of the vendor contracts of $17.2 million (without contingency
funds) is estimated to be allocated as follows: $7.3 million (electric), $6.2 million (water) and
$3.7 million (gas). The allocation of cost, including contingency, are as follows: $8.4 million
(electric), $6.5 million (water) and $4.0 million (gas), totaling $18.9 million for implementation.
To reduce the short term cashflow impacts on the gas or water funds it is also proposed that
the ESP reserve initially cover water and natural gas utility funding needs related to the AMI
project, with a repayment plan to the ESP reserve at an appropriate interest rate over a 5-year
period upon project completion. The proposed AMI capital improvement project (CIP) budget
from ESP reserve and repayment schedule from the water and gas funds are illustrated in Table
3. The table below illustrates the expenses of $18.9 million during the 2021-24 period and
repayment at current interest rates of 2.15% in the 2025-2029 period.
Table 3: Illustration of Baseline AMI Funding Needs: ESP Funding and Repayment by Gas and Water Funds (M$)
2021 2022 2023 2024 2025 2026 2027 2028 2029 Total
ESP Funding of
Expenses &
Repayment
$ 0.1 $ 2.1 $ 5.4 $ 11.0 $ (1.8) $ (2.1) $ (2.1) $ (2.1) $ (2.1) $ 8.4
Gas Fund
Repayment $ 0.8 $ 0.8 $ 0.8 $ 0.8 $ 0.8 $ 4.0
Water Fund
Repayment $ 1.3 $ 1.3 $ 1.3 $ 1.3 $ 1.3 $ 6.5
Total $ 18.9
Costs that are to be repaid to the ESP Reserve by the gas and water funds have been straight-
line amortized across a five-year period after implementation is completed.
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VI. Overall Project Organizational Structure
The project will be implemented under the direction of the Stategic Business Manager and the
AMI Project Core Team headed by the AMI Project Manager. Nine AMI implementation
workgroups, with assigned leads, will be formed to implement workstream associated with the
project. These groups will be working collaboratively with the AMI core team and the relevent
external vendors throughout the project.
Next Steps
Timeline
Council Approval October 2021
Notice to Proceed Issued to Vendors October – December 2021
Installation of AMI network, initial meters Jan 2022 – June
2023
Availability of AMI System to Limited
Number of Customers
Soft Launch mid 2023
Mass Deployment of Meters June 2023 – December 2024
AMI Implementation Project Completion (Phase I) CY Q1 2025
Phase II: Begin Initiatives to Optimize AMI Investment
(e.g., conservation voltage reduction program)
CY Q3 2025
Resource Impact
Funding of the AMI implementation and capital costs of $18.9 million are available in the
Electric CIP EL-11014 (Smart Grid Technology Installation) budget. For the first year of the
project, $7,000,000 is available in the FY 2022 CIP budget. Future on-going annual operating
costs for the AMI vendor system is estimated at $0.09 million/year for software licensing and
SaaS support. Funding for FY 2023 and beyond is subject to City Council approval of the annual
appropriation of funds through the annual budget process.
New permanent roles of AMI Manager (Utilities Supervisor), AMI Systems Technicians (Business
Analyst) and MDMS Data Analyst (Business Analyst) have been identified as necessary for
successful implementation, support, and management of AMI-related systems. Staff is
currently evaluating whether this can be accomplished by converting existing vacant positions
or will be recommended in the FY 2023 budget. These new roles are anticipated to be filled
during the project implementation phase and the roles will take on the operation,
maintenance, and enhancement roles post Phase I implementation. Furthermore, best efforts
will be made to train and potentially reassign seven meter-reading staff to new roles since the
meter reader position will be impacted after the implementation of this technology project.
Policy Implications
The recommendation conforms with the 2018 Utilities Strategic Plan (USP) that has identified
implementation of AMI system as a key strategy under USP Priority #2 to “Invest in and utilize
technology to enhance customer experience and maximize operational efficiency.”
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A number of policies to implement and operate an AMI system must be considered and
approved as the project implementation progresses. Such policies and procedures and related
Utilities Rules and Regulations will include: ways to accommodate customers who elect to opt
out of advanced meters at their homes, a backup customer billing process in the event AMI
meters cannot be read remotely due to a cyber-attack or a communication network
interruption, etc.
Stakeholder Engagement
The need for an AMI system has been discussed with the UAC and Council since 2013, including
the implementation of a pilot AMI system in the 2013-2018.
As part of the 2018 Utilities Strategic Plan development, staff actively engaged with internal
and external stakeholders to identify priorities to be carried out by staff over the next three to
five years. AMI was a recurring theme and identified as a strategic initiative under the
“Technology” priority to increase system reliability, enhance customer experience, improve
response time, and meet the community’s sustainability goals.
On July 7, 2021, staff recommended the UAC recommend the City Council approve use of the
Electric Special Project Reserves in an amount not-to-exceed $18.5M to fund the Smart Grid
Installation Project (EL-11014) (UAC Report 12285). However, the total project estimate has
increased to $18.9M to reflect potential annual CPI index escalator for installation services of
$0.4M post January 1, 2023. Any unspent funds for the project will be returned to the
appropriate reserves after project completion. The UAC approved staff’s recommendation 5-1
with Commissioner Metz voting no and Vice Chair Segal absent. Commissioner Metz indicated
that distributed energy resources and demand response programs should be accelerated in
phase 1 of the AMI deployment plan to increase energy and water conservation savings. The
other commissioners were appreciative that the AMI project is moving forward.
Staff has begun a concerted effort to communicate the many facets of this project, including:
customer and organization benefits and costs, project timeline and what can customers and
employees expect during different stages of the project, how will this project impact individual
staff members, staffing, and training needs. Utilities is coordinating this project with multiple
departments (Administrative Services, IT, Attorney’s Office, Planning) and discussing impacts to
their organizations. Appropriate channels will be used to effectively communicate and engage
with stakeholders. The AMI project related information can be found at
www.cityofpaloalto.org/AMI
As the project progresses and mass meter deployment begins in mid-2023, additional meter
installation related communications will also be undertaken with the community.
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Environmental Review
Council approval of the AMI project, through adoption of the Resolution approving and
authorizing ESP Reserve funding for the AMI project and approval of the AMI vendor contracts,
is categorically exempt under California Environmental Quality Act (CEQA) Guidelines section
15301(b) as a Project involving minor alteration of existing public utilities facilities and
equipment, with negligible or no expansion of existing or former use; therefore, CEQA review is
not required.
Attachments:
• Attachment12.a: Attachment A: Sensus USA Contract, Contract C22177782
• Attachment12.b: Attachment B: E Source Companies, LLC. Contract; Amendment
#2, C17165774A
• Attachment12.c: Attachment C: Resolution
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CONTRACT No. C22177782
Master Products and Services Agreement
between
City of Palo Alto
(“CITY”)
and
Sensus USA Inc.
(“Sensus”)
IN WITNESS WHEREOF, the parties have caused this Master Products and Services Agreement (“Agreement”) to be
executed by their duly authorized representatives as of the day and year written below. The date of the last party to sign is the
“Effective Date.”
This Agreement shall commence on the Effective Date and continue for/until: 10 Years (“Initial Term”). At the end of the Initial
Term, this Agreement shall automatically renew for a maximum of two (2) additional terms of 5 years each (each a “Renewal
Term”), unless the CITY provides written notice to Sensus of its desire to not renew the Agreement one hundred twenty (120)
days before the end of the then existing Term. The “Term” shall refer to both the Initial Term and the Renewal Term.
This Agreement contains two parts: Part (1) is The FCC Notification for Spectrum Manager Lease Agreement, to be filed with
the FCC by Sensus on behalf of the CITY and Part (2) is a Master Products and Services Agreement between Sensus and
CITY. Together, these two parts create the Agreement.
Pricing remains firm until 5/1/2024 (“Trigger Date”)
All purchase orders shall be sent to the address provided by
Sensus. Sensus may change this address upon notice to CITY.
Contents of this Agreement: Part 1: Notification for Spectrum Manager Lease Agreement Part 2: Master Product and Services Agreement Exhibit A Software Exhibit B Technical Support
Exhibit C Pricing
Exhibit D Statement(s) of Work (“SOW”)
Section 1 Base Station Installation SOW
Section 2 Professional Services and Integration SOW
Section 3 Meter Installation Services SOW Exhibit E System Requirements/Acceptance Testing Exhibit F-1 FlexNet System Performance Warranty Exhibit F-2 Equipment Warranties Exhibit F-3 Return Material Authorization Process Exhibit G Propagation Study
Exhibit H DIR Registration for Public Works Projects
Exhibit I Claims for Public Contract Code Section 9204 Public Works Projects
Exhibit J Insurance Requirements
Exhibit K Xylem Data Privacy Policy
Exhibit L Cybersecurity Terms and Conditions Exhibit M CITY’s Zero Waste Program Exhibit N Sensus Network Performance Assurance Services Exhibit O Performance and Payment Bond Requirements
CITY order acknowledgements shall be sent to:
___________________________________________________
Sensus shall send all invoices to:
___________________________________________________
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CONTRACT No. C22177782 SIGNATURE PAGE
IN WITNESS WHEREOF, the parties hereto have by their duly authorized representatives
executed this Agreement as of the Effective Date defined above.
CITY OF PALO ALTO
____________________________
City Manager
APPROVED AS TO FORM:
__________________________
City Attorney or designee
APPROVED:
____________________________
Utilities Director
SENSUS USA INC.
Officer 1
By: ____________________________
Name:
Title:
Officer 2 (Required for Corp. or LLC)
By: ____________________________
Name:
Title:
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Part 1: Notification for Spectrum Manager Lease
In order for Sensus to apply to the FCC on the CITY’s behalf for a spectrum manager lease, CITY must complete the information below in boxes one (1) through ten (10)
and certify via authorized signature. CITY’s signature will indicate that CITY authorizes Sensus to file the spectrum manager lease notification on FCC Form 608 with the
CITY as spectrum Lessee, and if CITY does not already have one, ownership disclosure information on FCC Form 602. 1.
CITY/Lessee Name:
Attention To: Name of Real Party in Interest:
Street Address: CITY:
State: Zip: Phone:
Fax: Email:
Is CITY contact information same as above? Yes No (If No, complete box 2 below) 2.
Additional CITY/Lessee Contact Information
Company Name:
Attention To:
Street Address: CITY:
State: Zip: Phone:
Fax: Email:
3.
CITY/Lessee is a(n) (Select one): Individual ǀ Unincorporated Association ǀ Trust
Government Entity ǀ Corporation ǀ Limited Liability Company ǀ General Partnership
Limited Partnership ǀ Limited Liability Partnership ǀ Consortium ǀ Other __________
4.
FCC Form 602: FCC File Number of CITY’s Form 602 Ownership Information: __________. If CITY has not filed a Form 602, Sensus will file one for CITY.
Please complete questions 5, 6, and 7 below if CITY does not have a Form 602 on file. CITY must complete items 8, 9 and 10 irrespective of whether CITY has an ownership report on file.
5.
CITY Tax ID:
6.
Individual Contact For FCC Matters
Please designate one individual (the Director of Public Works or similar person) who is responsible to the FCC for the operation of the FlexNet radio system.
Name
Title:
Email: Phone:
7.
Ownership Disclosure Information
If CITY/Lessee is a government entity, list the names of the Mayor and all Council Members below, as well as verify citizenship and ownership interests in any
entity regulated by the FCC. Such ownership must be disclosed where a mayor/council member owns 10% or more, directly or indirectly, or has operating
control of any entity subject to FCC regulation. If any answer to Ownership question is Yes, or any answer to Citizenship question is No, provide an attachment
with further explanation.
US Citizen? Ownership Disclosure?
Mayor: Yes No Yes No
Council Member: Yes No Yes No
Council Member: Yes No Yes No
Council Member: Yes No Yes No
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Council Member: Yes No Yes No
Council Member: Yes No Yes No
Council Member: Yes No Yes No
Council Member: Yes No Yes No
Council Member: Yes No Yes No
Council Member: Yes No Yes No
8. Alien Ownership Questions (if the answer is Yes, provide an attachment explaining the circumstances)
1) Is the CITY/Lessee a foreign government or the representative of any foreign government? Yes No
9. Basic Qualification Information
1) Has the CITY or any party to this application had any FCC station authorization, license, or construction permit revoked
or had any application for an initial, modification or renewal of FCC station authorization, license or construction permit
denied by the Commission?
Yes No
2) Has the CITY or any party to this filing, or any party directly or indirectly controlling the CITY or any party to this filing
ever been convicted of a felony by any state or federal court? Yes No
3) Has any court finally adjudged the CITY or any party directly or indirectly controlling the CITY guilty of unlawfully
monopolizing or attempting to unlawfully monopolize radio communication, directly or indirectly, through control of
manufacture or sale of radio apparatus, exclusive traffic arrangement, or any other means or unfair methods of
competition?
Yes No
10.
CITY/Lessee Certification Statements
1) The CITY/Lessee agrees that the Lease is not a sale or transfer of the license itself. Yes
2) The CITY/Lessee acknowledges that it is required to comply with the Commission’s Rules and Regulations and other applicable law at all times, and if the CITY/Lessee fails to so comply, the Lease may be revoked, cancelled, or terminated by either the Licensee or the Commission. Yes
3) The CITY/Lessee certifies that neither it nor any other party to the Application/Notification is subject to a denial of Federal benefits pursuant to Section 5301 of the Anti-Drug Abuse Act of 1988, 21 U.S.C § 862, because of a conviction for possession or distribution of a controlled substance (See Section 1.2002(b) of the rules, 47 CFR § 1.2002(b), for the
definition of “party to the application” as used in this certification.)
Yes
4) The CITY/Lessee hereby accepts Commission oversight and enforcement consistent with the license and lease
authorization. The Lessee acknowledges that it must cooperate fully with any investigation or inquiry conducted either by
the Commission or the Licensee, allow the Commission or the Licensee to conduct on-site inspections of transmission
facilities, and suspend operations at the direction of the Commission or the Licensee and to the extent that such
suspension of operation would be consistent with applicable Commission policies.
Yes
5) The CITY/Lessee acknowledges that in the event an authorization held by a Licensee that has associated with it a
spectrum leasing arrangement that is the subject of this filing is revoked, cancelled, terminated, or otherwise ceases to be
in effect, the CITY/Lessee will have no continuing authority to use the leased spectrum and will be required to terminate its operations no later than the date on which the Licensee ceases to have any authority to operate under the license, unless otherwise authorized by the Commission.
Yes
6) The CITY/Lessee agrees the Lease shall not be assigned to any entity that is not eligible or qualified to enter into a spectrum leasing arrangement under the Commission’s Rules and Regulations. Yes
7)The CITY/Lessee waives any claim to the use of any particular frequency or of the electromagnetic spectrum as against
the regulatory power of the United States because of the previous use of the same, whether by spectrum lease or otherwise. Yes
8) The CITY/Lessee certifies that it is not in default on any payment for Commission licenses and that it is not delinquent on any non-tax debt owed to any federal agency. Yes
The CITY/Lessee certifies that all of its statements made in this Application/Notification and in the schedules, exhibits, attachments, or documents
incorporated by reference are material, are part of this Application/Notification, and are true, complete, correct, and made in good faith. The CITY/Lessee shall notify Sensus in writing in the event any information supplied on this form changes.
CITY of Palo Alto
By: {{Sig_es_:signer1:signature}} Title: {{Sig_es_:signer1:title}}
Name: {{Sig_es_:signer1:fullname}} Date: {{Dte_es_:signer1:date}}
FAILURE TO SIGN THIS APPLICATION MAY RESULT IN DISMISSAL OF THE APPLICATION AND FORFEITURE OF ANY FEES PAID.
WILLFUL FALSE STATEMENTS MADE ON THIS FORM OR ANY ATTACHMENTS ARE PUNISHABLE BY FINE AND/OR IMPRISONMENT (U.S. Code, Title 18, Section 1001) AND/OR
REVOCATION OF ANY STATION LICENSE OR CONSTRUCTION PERMIT (U.S. Code, Title 47, Section 312(a)(1)) AND/OR FORFEITURE (U.S. Code Title 47, Section 503).
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Part 2: Master Product and Services Agreement
1. Equipment.
A. Purchase of Equipment.
i. Equipment. CITY will purchase from Sensus the quantities and types of Field Devices, RF Field Equipment, and other goods (collectively, “Equipment”)
set forth in Exhibit C at the prices set forth in Exhibit C.
ii. First Article Testing. Prior to manufacture of full order of FlexNet electric meters and/or modules, Sensus shall manufacture and deliver four (4) samples,
or other CITY-designated quantity not to exceed twelve (12), (the “First Articles”) of each electric meter and/or module ordered to CITY to ensure that the
meter and/or module meets the CITY’s Requirements Documentation. Following CITY acceptance of the First Articles in accordance with Sensus’ first
article process, Sensus will commence manufacture of the applicable meters and/or modules. As used herein, Requirements Documentation shall mean
the meter order packet, nameplate definition and approval, manufacturing data file, specific metrology configuration, specific FlexNet configuration, and
labeling information.
iii. Delivery. Customer shall pay for delivery of the Equipment from Sensus’ or Sensus’ contracted manufacturers’ factory to Sensus’ subcontractor’s
warehouse. All Equipment is shipped DAP CITY’s designated ship to location (Incoterms 2020) prepay freight and add, Notwithstanding the forgoing, title
to, and property in, Equipment will pass to CITY upon acceptance. CITY must provide notice to Sensus within fifteen (15) calendar days from delivery of
Equipment shipments that are not deemed as accepted due to a failure to meet the agreed upon specifications; otherwise shipments shall be deemed as
successfully accepted by CITY. Risk of Loss to the Equipment shall also pass to CITY upon acceptance.
iv. Project Number. CITY shall include the Sensus project number on all Purchase Orders. Orders submitted to Sensus may not be canceled or amended,
or deliveries deferred, by City except with Sensus’ prior written consent, such consent not to be unreasonably withheld.
v. Equipment Warranties. The Equipment purchased directly from Sensus is warranted as set forth in this subsection (v).
(a) Sensus warrants its water metering equipment and gas SmartPoint Modules according to the terms and conditions (including all limitations and
exclusions) in the Sensus G-500 warranty, attached to this Agreement as Exhibit F-2 (“G-500 Warranty”). To the extent the terms of the G-500
Warranty conflict with the terms in this Agreement, the terms of this Agreement shall control.
(b) Sensus warrants all other goods, software, and services, except for the water metering equipment and gas SmartPoint Modules, according to the
terms and conditions (including all limitations and exclusions) in the Sensus Limited Warranty, attached to this Agreement as Exhibit F-2 (“General
Limited Warranty”). To the extent the terms of the General Limited Warranty conflict with the terms in this Agreement, the terms of this Agreement
shall control.
vi. Equipment Services Warranty. Sensus represents and warrants that: (a) Sensus and its applicable subcontractors will perform all services in a timely,
professional and workmanlike manner in compliance with this Agreement and with a level of care, skill, practice and judgment consistent with generally
recognized industry standards and practices for similar services, using personnel with the requisite skill, experience and qualifications, will devote adequate
resources, and be responsible for its own means and methods to meet its obligations under this Agreement; and (b) for a period of twelve (12) months from
the date of installation, Field Devices installed by Sensus’ subcontractor at the premise of Customer’s End Users will remain free from any defects in
workmanship and any such material which is supplied by the subcontractor during the installation services. Sensus or Sensus’ subcontractor shall repair
(or cure the defect) for any breach of the foregoing warranties.
vii. FlexNet Performance Warranty. Sensus warrants the performance of the FlexNet System as set forth in the Exhibit F-1.
B. Limitations and Exclusions. THE WARRANTIES IN THIS SECTION 1 ARE THE ONLY WARRANTIES GIVEN WITH RESPECT TO THE GOODS,
SOFTWARE LICENSES, AND SERVICES SOLD OR OTHERWISE PROVIDED BY SENSUS. SENSUS EXPRESSLY DISCLAIMS ANY AND ALL OTHER
REPRESENTATIONS, WARRANTIES AND/OR CONDITIONS, EXPRESSED, IMPLIED, STATUTORY OR OTHERWISE REGARDING ANY MATTER IN
CONNECTION WITH THIS AGREEMENT, INCLUDING WITHOUT LIMITATION, WARRANTIES AS TO FITNESS FOR A PARTICULAR PURPOSE,
MERCHANTABILITY, NON-INFRINGEMENT AND TITLE.
C. Ongoing Maintenance of Equipment.
i. Field Devices. CITY shall be responsible for the ongoing maintenance of the Field Devices. CITY shall provide the field services labor to visit a problem
Field Device and perform diagnostics and repair or replacement. For electricity products, CITY shall first test and confirm that each socket to which a Field
Device will be/is connected is in safe operating condition, is fully functional, is not corroded, does not contain improperly installed jaws or other deficiencies,
complies with ANSI standards, and is not hot, damaged, or otherwise in need of maintenance or repair.
ii. RF Field Equipment. CITY shall be responsible for the ongoing maintenance of the RF Field Equipment. CITY shall be responsible for the ongoing monthly
operations and expenses related to the RF Field Equipment, including any leasing costs, construction costs, taxes and costs of WAN Backhaul. CITY shall
pay for electric power to the RF Field Equipment.
2. Services.
A. Installation of Equipment.
i. Generally. The parties shall have their respective obligations for the deployment and operation of the FlexNet System as set forth in the Statement of Work
attached as Exhibit D.
ii. Field Devices. Sensus shall install the Field Devices at End Users’ premise or other location as applicable for the pricing set forth in Exhibit C. For electricity
products, CITY shall first test and confirm that each socket to which a Network Device will be connected is in safe operating condition, is fully functional and
is not “hot”, damaged or otherwise in need of maintenance or repair.
iii. RF Field Equipment. Sensus shall perform the propagation analysis in the Service Territory to determine where to locate the RF Field Equipment. For the
prices set forth in Exhibit C, Sensus, or its subcontractor, shall perform Sensus’ obligations in Exhibit D with regards to the RF Field Equipment installation.
CITY shall perform CITY’s obligations in Exhibit D with regards to the RF Field Equipment installation.
iv. Prevailing Wages and DIR Registration for Public Works. The Equipment installation work outlined in Exhibit D, Sections 3.3 through 3.9, is subject to
prevailing wages and related requirements as a “public works” under California Labor Code Sections 1720 et seq. and related regulations. Sensus is
required to pay general prevailing wages as defined in California Labor Code Section 1773.1 and Subchapter 3, Title 8 of the California Code of Regulations
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Section 16000 et seq., as amended from time to time. Pursuant to Labor Code Section 1773, the CITY has obtained the general prevailing rate of per diem
wages and the general rate for holiday and overtime work in this locality for each craft, classification, or type of worker needed to execute the contract for
this Project from the State of California Department of Industrial Relations (“DIR”). Copies of these rates may be obtained at the CITY’s Purchasing
Department office. The general prevailing wage rates are also available at the DIR, Division of Labor Statistics and Research, web site (see e.g.,
http://www.dir.ca.gov/DLSR/PWD/index.htm) as amended from time to time. Sensus or its subcontractor shall post a copy of the general prevailing wage
rates at all applicable job sites and shall pay the adopted prevailing wage rates as a minimum. SENSUS shall comply with all applicable provisions of
Division 2, Part 7, Chapter 1 of the California Labor Code (Labor Code Section 1720 et seq.), including but not limited to Sections 1725.5, 1771, 1771.1,
1771.4, 1773.2, 1774, 1775, 1776, 1777.5, 1782, 1810, 1813 and 1815, and all applicable implementing regulations, including but not limited to Subchapter
3, Title 8 of the California Code of Regulations Section 16000 et seq. (8 CCR Section 16000 et seq.), as amended from time to time. Sensus shall comply
with the requirements of Exhibit H, entitled “DIR REGISTRATION FOR PUBLIC WORKS CONTRACTS”, for any contract for public works construction,
alteration, demolition, repair or maintenance, including but not limited to the obligations to register with, and furnish certified payroll records directly to, DIR.
v. Claims Procedure for “9204 Public Works Projects”. For purposes of this Section, a “9204 Public Works Project” means the erection, construction,
alteration, repair, or improvement of any public structure, building, road, or other public improvement of any kind. (Cal. Pub. Cont. Code § 9204.) The
Equipment installation is a 9204 Public Works Project and is required to comply with the claims procedures set forth in Exhibit I, entitled “Claims for Public
Contract Code Section 9204 Public Works Projects.”
vi. Performance Bond and Payment Bond Requirements. Sensus shall provide a performance bond and a payment bond for the Equipment installation
services set forth in Exhibit D, Statement of Work, Sections 3.3 through 3.9. according to the terms outlined below and as set forth in Exhibit O, Performance
and Payment Bond for Installation Services.
(a) Within ten (10) days after the issuance of the notice to proceed with the Equipment installation services, and prior to commencing those
services, SENSUS shall provide to CITY a payment bond and a performance bond, each in the penal sum of 100% of the total payment due for the
Equipment installation services set forth in Exhibit D, Sections 3.3 through 3.9, as specified in Exhibit C, Pricing. Each bond shall be in substantially the
same form as contained in Exhibit O, Performance and Payment Bond for Installation Services, and shall be signed by the authorized representatives for
Sensus and its bond surety and properly notarized. If CITY determines that any bond required hereunder is insufficient based on failure to comply with the
requirements set forth herein, the bond shall be replaced within ten (10) days by a bond that fully complies with the requirements of this Section. Likewise,
if the issuing surety cancels a bond or becomes insolvent, within ten (10) days, Sensus must substitute an acceptable admitted surety and provide a
replacement bond. No further payments to Sensus for Equipment installation services performed pursuant to Exhibit D shall be made or due until Sensus
has fully complied with the requirements of this Section.
(b) The payment bond must fully comply with the requirements California Civil Code section 9550 et seq. The performance bond shall remain
in effect for the duration of the period of all warranties required for the Equipment installation services provided pursuant to Exhibit D, and shall assure
faithful performance of all Sensus’ obligations with regard to those installation services, including, without limitation, all obligations that survive expiration or
termination of this Agreement, including, but not limited to Sensus’ warranty and indemnity obligations.
(c) If the total amount of compensation due to Sensus for the Equipment installation services is increased by five percent (5%) or more over the
original amount set forth in Exhibit C for those services, Sensus shall promptly furnish such additional security as may be required by CITY, which may
include supplemental or replacement bonds, to protect CITY’s interests and those interests of persons or firms eligible to submit a claim for payment pursuant
to section 9100 of the California Civil Code.
(d) Each bond surety must have a current A.M. Best A VIII rating and must be an admitted surety subject to the provisions of Code of Civil
Procedure Section 995.610 et seq.
(e) CITY agrees to reimburse Sensus annually for its direct costs to provide the bonds required herein (not to exceed 2.75% of the total payment
due by City for the equipment installation services).
(f) Each bond shall name CITY as obligee.
(g) Modifications to the requirements for Equipment installation services set forth in Exhibit D, Sections 3.3 through 3.9, including change orders
or field orders, which operate to modify the compensation due for those services in Exhibit C, shall in no way release or exonerate Sensus or its sureties
from their obligations and notice thereof is waived by its sureties.
(h) CITY and its authorized representatives may communicate with Sensus’ sureties with respect to matters that are related to Sensus’
performance of its obligations pursuant to Exhibit D of the Agreement. Such communications shall not create or be interpreted as creating any contractual
relationship between CITY or any such surety.
B. IT Systems Integration Services. Integration of the Software into CITY’s new or existing internal IT systems is included in this Agreement as set forth in Exhibit
D for the prices listed in Exhibit C.
C. Technical Support. Sensus shall provide CITY the technical support set forth in Exhibit B.
D. Project Management. Project management of the FlexNet System is included in this Agreement as set forth in Exhibit D for the prices listed in Exhibit C.
E. Training. Training on the use of the FlexNet System is included in this Agreement as set forth in Exhibit D for the prices listed in Exhibit C.
F. Optional Network Performance Assurance Services. Sensus shall provide CITY with the Network Performance Assurance Services as set forth in Exhibit N
for the prices listed in Exhibit C only if CITY provides written notice to Sensus of its desire to receive said services six (6) months prior to the expected date of
delivery of such services.
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3. Software.
A. Software as a Service (SaaS). Sensus shall provide CITY with Software as a Service, as defined in Exhibit A, only so long as CITY is current in its payments
for such services.
B. UCITA. To the maximum extent permitted by law, the Parties agree that the Uniform Computer Information Transaction Act as enacted by any state shall not
apply, in whole or in part, to this Agreement.
4. Spectrum.
A. Definitions in this Section 4. In this Section 4 only, “Sensus” shall mean Sensus USA Inc. and its wholly owned subsidiary, Sensus Spectrum LLC.
B. Spectrum Lease. Sensus hereby grants to CITY, and CITY accepts, a spectrum manager lease (“Spectrum Lease”) over the frequencies of certain FCC
license(s) (“FCC License”) solely within CITY’s Service Territory. (The frequencies of the FCC License within CITY’s geographic Service Territory are called the
“Leased Spectrum”). CITY shall pay the Ongoing Fees for use of the Leased Spectrum.
C. FCC Forms. At the Federal Communications Commission (“FCC”), Sensus will; (1) obtain an FCC Registration Number (“FRN”)) for CITY; (2) submit on behalf of CITY the FCC Form 602 Ownership Disclosure Information if CITY has not already done so; and (3) file a FCC Form 608, notification/application for long-term
spectrum manager lease. This Lease becomes effective when the FCC accepts the FCC Form 608.
D. Lease Application. In order to complete the FCC lease application, CITY will promptly:
i. Complete and sign the representations in Part 1 of this Agreement such that CITY demonstrates it qualifies for a spectrum lease under FCC rules. CITY’s
signature will indicate that CITY authorizes Sensus to; (1) obtain an FRN on behalf of CITY; (2) submit the FCC Form 602 Ownership Disclosure Information on behalf of CITY if CITY has not already done so; and (3) file the spectrum manager lease notification on FCC Form 608 with the CITY as spectrum lessee.
ii. Give Sensus the coordinates of the boundaries of CITY’s Service Territory or, alternatively, approve Sensus’ estimation of the same.
iii. If CITY has not already done so; CITY hereby authorizes Sensus to apply on CITY’s behalf and obtain for CITY a Federal Registration Number (FRN, the
FCC’s unique identifier for each licensee) and shall supply Sensus with CITY’s Taxpayer Identification Number (“TIN”).
iv. Provide any other information or other cooperation reasonably necessary for the Parties to perform as set forth herein.
E. Permitted Use of Spectrum Lease. CITY may transmit or receive over the Leased Spectrum only in the Service Territory and only using FlexNet equipment
manufactured by Sensus and used in accordance with Sensus’ specifications. CITY may use the Leased Spectrum only to read and direct meters in support of
CITY’s primary utility business or any other operation approved by Sensus in writing. Without limiting the foregoing, CITY is prohibited from reselling, subleasing
or sublicensing the Leased Spectrum or from transmitting voice communications over the Leased Spectrum. For each piece of RF Field Equipment used by
CITY, CITY shall affix a Sensus-supplied label to the exterior of the RF Field Equipment cabinet or other appropriate visible place to indicate that RF operation is conducted under authority of FCC License(s) issued to Sensus. F. Term of Spectrum Lease. Unless terminated earlier (because, for example, CITY stops using the FlexNet equipment or because this Agreement terminates or
expires for any reason), this Spectrum Lease will have the same term as the FCC license. If CITY is operating in compliance with this Agreement and is current
on any payments owed to Sensus, when the FCC License renews, the Parties will apply to the FCC to renew this Spectrum Lease.
G. Termination of Spectrum Lease. The Spectrum Lease will terminate: (a) two months after CITY stops transmitting with FlexNet equipment manufactured by
Sensus; (b) upon termination, revocation or expiration of the FCC License; (c) upon CITY’s breach of this Agreement; or (d) upon termination or expiration of this Agreement for any reason.
H. FCC Compliance. The following FCC requirements apply
i. Pursuant to 47 CFR 1.9040(a);
a. CITY must comply at all times with applicable FCC rules. This Agreement may be revoked by Sensus or the FCC if CITY fails to so comply;
b. If the FCC License is terminated, CITY has no continuing right to use the Leased Spectrum unless otherwise authorized by the FCC;
c. This Agreement is not an assignment, sale or other transfer of the FCC License;
d. This Agreement may not be assigned except upon written consent of Sensus, which consent may be withheld in its discretion; and
e. In any event, Sensus will not consent to an assignment that does not satisfy FCC rules.
ii. Referencing 47 CFR 1.9010, Sensus retains de jure and de facto control over the applicable radio facilities, including that,
a. Sensus will be responsible for CITY’s compliance with FCC policies and rules. Sensus is responsible for engineering the FlexNet equipment
and accompanying software and other programs to comply with FCC rules. CITY will operate the FlexNet equipment subject to Sensus’ supervision and control and solely in accordance with Sensus’ specifications. Sensus retains the right to inspect CITY’s radio operations
hereunder and to terminate this Agreement or take any other necessary steps to resolve a violation of FCC rules, including to order CITY to
cease transmission. Sensus will act as spectrum manager in assigning spectrum under the FCC License so as to avoid any harmful
interference or other violation of FCC rules. Sensus will be responsible for resolving any interference complaints or other FCC rule violations
that may arise; and
b. Sensus will file any necessary FCC forms or applications and CITY agrees to reasonably assist Sensus with such filing by providing any necessary information or other cooperation. Sensus will otherwise interact with the FCC with respect to this Agreement, the FCC License or
FlexNet equipment.
iii. CITY must continue operations on the spectrum during the Term of this Agreement. If CITY stops operations for any period of time, CITY must notify
Sensus by sending an email to legal@xyleminc.com. CITY may not pause or discontinue operations for more than 180 days.
I. Interference. CITY agrees to report to Sensus promptly, and in no event later than 72 hours afterward, any incident related to the Leased Spectrum, including where CITY experiences harmful interference, receives a complaint or other notice of having caused harmful interference, or receives any type of communication from the FCC or other government agency regarding radio transmission.
5. General Terms and Conditions.
A. Payment. All payment and pricing is subject to the terms in Exhibit C.
B. Indemnity.
i. Infringement Indemnity. Sensus shall indemnify, hold harmless, and defend CITY from and against any claim, judgment by a court of competent
jurisdiction, or settlement reached from any litigation instituted against CITY in the United States by a third party which alleges that the FlexNet System
provided hereunder infringes upon the patents, copyrights, trade secrets, trademark, or other recognized right in intellectual property of such third party,
provided that Sensus shall have the right to select counsel in such proceedings and control such proceedings; however, Sensus will not settle a claim or
consent to the entry of any judgment that solely names CITY as a Sensus customer defendant without CITY’s consent except where the judgement or
proposed settlement involves only the payment of money damages by Sensus, does not impose any obligation upon the CITY, and Sensus obtains a full
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and complete release of CITY. Notwithstanding the foregoing, Sensus shall have no liability under this indemnity unless CITY provides Sensus with written
notice of any claim hereunder within twenty (20) business days of receiving it. CITY agrees to reasonably cooperate with and assist Sensus in any such
proceedings. Further, Sensus shall have no liability hereunder if such claim is related to; (i) any change, modification or alteration made to the FlexNet
System by CITY or a third party, (ii) use of the FlexNet System in combination with any goods or services not provided by Sensus hereunder, (iii) CITY’s
failure to use the most recent version of the Software provided by Sensus or to otherwise take any corrective action as reasonably directed by Sensus,
(iv) compliance by Sensus with any designs, specifications or instructions provided by CITY, provided that Sensus first advises CITY in writing why such
designs, specifications, or instructions are not advised, (v) use of the FlexNet System that is materially other than for the Permitted Use. In the event the
FlexNet System is adjudicated to infringe the intellectual property rights of a third party and its use is enjoined, or, if in the reasonable opinion of Sensus,
the FlexNet System is likely to become the subject of an infringement claim, Sensus, at its sole discretion and expense, may; (i) procure for CITY the right
to continue using the FlexNet System or (ii) modify or replace the FlexNet System so that it becomes non-infringing provided the modified or replacement
FlexNet System is functionally equivalent to the original FlexNet System contemplated under this Agreement. If neither of the foregoing options is
reasonably available to Sensus, in its sole discretion, then CITY may terminate the Agreement and CITY shall be entitled to a prorated refund of any
prepaid Ongoing Fees calculated as of the effective date of the Agreement’s termination. THIS SECTION STATES CITY’S SOLE AND EXCLUSIVE
REMEDY AND SENSUS’ ENTIRE LIABILITY FOR ANY CLAIM OF INFRINGEMENT.
ii. General Indemnification. Sensus shall defend, indemnify, and hold harmless the CITY, its parent, subsidiaries, affiliates, and its directors, officers, agents,
representatives, contractors, employees, successors and assigns from and against costs, expenses, damages, suits, actions, liabilities, losses and
judgements, arising from third party claims for actual damages for personal injuries (including death) and tangible property damage, to the extent such
third party claims arise from Sensus or Sensus’ subcontractor’s negligent acts or omissions or willful misconduct during the performance of this Agreement.
C. Limitation of Liability.
i. SENSUS LIMITATION OF LIABILITY. SENSUS’ AGGREGATE LIABILITY IN ANY AND ALL CAUSES OF ACTION ARISING UNDER, OUT OF OR IN
RELATION TO THIS AGREEMENT, ITS NEGOTIATION, PERFORMANCE, BREACH OR TERMINATION (COLLECTIVELY “CAUSES OF ACTION”)
SHALL NOT EXCEED THE TOTAL AMOUNT PAID BY CUSTOMER DIRECTLY TO SENSUS UNDER THIS AGREEMENT. THIS IS SO WHETHER THE
CAUSES OF ACTION ARE IN TORT, INCLUDING, WITHOUT LIMITATION, NEGLIGENCE OR STRICT LIABILITY, IN CONTRACT, UNDER STATUTE
OR OTHERWISE. SENSUS’ LIABILITY LIMIT SET FORTH HEREIN SHALL NOT APPLY TO (1) DAMAGES CAUSED BY SENSUS’ GROSS
NEGLIGENCE OR WILLFUL MISCONDUCT, (2) SENSUS’ OBLIGATIONS TO INDEMNIFY AND DEFEND THE CITY UNDER THIS AGREEMENT, (3)
LIMIT CLAIMS OR GENERAL DAMAGES THAT FALL WITHIN THE INSURANCE COVERAGE REQUIREMENTS OF THIS AGREEMENT, (4)
WRONGFUL DEATH CAUSED BY SENSUS. AS SEPARATE AND INDEPENDENT LIMITATIONS ON LIABILITY, SENSUS’ LIABILITY SHALL BE
LIMITED TO DIRECT DAMAGES. IN NO EVENT SHALL SENSUS BE LIABLE TO CITY, REGARDLESS OF WHETHER ANY CLAIM IS BASED ON
CONTRACT OR TORT, FOR SPECIAL, CONSEQUENTIAL, INDIRECT OR INCIDENAL DAMAGES OR FOR; (I) ANY INDIRECT, INCIDENTAL,
SPECIAL OR CONSEQUENTIAL DAMAGES; NOR ANY OTHER PROVISION OF THIS AGREEMENT, NOR (II) ANY REVENUE OR PROFITS LOST
BY CITY OR ITS AFFILIATES FROM ANY END USER(S), IRRESPECTIVE WHETHER SUCH LOST REVENUE OR PROFITS IS CATEGORIZED AS
DIRECT DAMAGES OR OTHERWISE; NOR (III) ANY IN/OUT COSTS; NOR (IV) MANUAL METER READ COSTS AND EXPENSES (V) DAMAGES
ARISING FROM MAINCASE OR BOTTOM PLATE BREAKAGE CAUSED BY FREEZING TEMPERATURES, WATER HAMMER CONDITIONS, OR
EXCESSIVE WATER PRESSURE; (IV) DAMAGES ARISING FROM EQUIPMENT STRIKING THE METER AND DAMAGING THE METER IN ANY WAY,
OVER RANGE CAPACITY USAGE, EXCESSIVE GAS PRESSURE ABOVE ALLOWABLE OPERATING PRESSURE; (V) ANY DAMAGE OF ANY KIND,
WHETHER TO THE GAS METER OR OTHERWISE, ARISING FROM THE USE OF GAS METERS WITH EROSIVE, CORROSIVE, OR POTENTIALLY
FREEZING LIQUIDS OR GASSES. THE LIMITATIONS ON LIABILITY SET FORTH IN THIS AGREEMENT ARE FUNDAMENTAL INDUCEMENTS TO
SENSUS ENTERING INTO THIS AGREEMENT. THEY APPLY UNCONDITIONALLY AND IN ALL RESPECTS. THEY ARE TO BE INTERPRETED
BROADLY SO AS TO GIVE SENSUS THE MAXIMUM PROTECTION PERMITTED UNDER LAW
ii. CITY LIMITATION OF LIABILITY. CITY’S PAYMENT OBLIGATIONS UNDER THIS AGREEMENT SHALL BE LIMITED TO THE PAYMENT OF THE
COMPENSATION PROVIDED FOR IN EXHIBIT C OF THIS AGREEMENT. NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT
TO THE CONTRARY, EXCEPT FOR THE TERMINATION/SUSPENSTION COSTS OUTLINED IN SECTION 5(X)(iii) BELOW, IN NO EVENT SHALL
CITY BE LIABLE, REGARDLESS OF WHETHER ANY CLAIM IS BASED ON CONTRACT OR TORT, FOR ANY SPECIAL, CONSEQUENTIAL,
INDIRECT OR INCIDENTAL DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOST PROFITS, ARISING OUT OF OR IN CONNECTION WITH THIS
AGREEMENT OR THE SERVICES PERFORMED IN CONNECTION WITH THIS AGREEMENT.
D. Termination. Either party may terminate this Agreement earlier if the other party commits a material breach of this Agreement and such material breach is not
cured within forty-five (45) days of written notice by the other party. In the event that any particular breach cannot reasonably be cured within such forty-five (45)
day period, provided the party in breach is exerting continuous, good faith efforts to cure the breach, the forty-five (45) day period shall toll for so long as such
efforts continue. Upon any expiration or termination of this Agreement, Sensus’ and CITY’s obligations hereunder shall cease and the software as a service and
Spectrum Lease shall immediately cease.
i. In the event of Agreement termination, SENSUS will be paid for the Services rendered and Equipment delivered to CITY in accordance with the Agreement up
and until the termination effective date; provided, however, if this Agreement is terminated on account of a default by SENSUS, CITY will be obligated to
compensate SENSUS only for that portion of SENSUS’s Services provided in material conformity with this Agreement as such determination is made by the
CITY Manager acting in the reasonable exercise of his/her discretion.
ii. The following Sections will survive any expiration or termination of this Agreement: Section 1(A)(v-vii), Section 1(B), Section 2(A)(v), Section 5(B), Section 5(C),
Section 5(D)(i-ii), Section 5(F), Section 5(G), Section 5(H), Section 5(J), Section 5(M), Section 5(T), Section 5(X), Section 5(AA).
E. Force Majeure. If either party becomes unable, either wholly or in part, by an event of Force Majeure, to fulfill its obligations under this Agreement, the obligations
affected by the event of Force Majeure will be suspended during the continuance of that inability. The party affected by the force majeure will take reasonable
steps to mitigate the Force Majeure.
F. Intellectual Property Rights
i. Software and Materials. No Intellectual Property is assigned to CITY hereunder. Excluding CITY Data, Sensus shall own or continue to own all right, title,
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and interest in and to the Intellectual Property associated with the Software and related documentation, including any derivations and/or derivative works (the “Sensus IP”). To the extent, if any, that any ownership interest in and to such Sensus IP does not automatically vest in Sensus by virtue of this Agreement or otherwise, and instead vests in CITY, CITY agrees to grant and assign and hereby does grant and assign to Sensus all right, title, and
interest that CITY may have in and to such Sensus IP. CITY agrees not to reverse engineer any Sensus Products purchased or provided hereunder.
ii. CITY Data. Notwithstanding the prior paragraph, as between CITY and Sensus, CITY remains the owner of all right, title or interest in or to any CITY
Data. “CITY Data” means solely usage data collected by the Field Devices. To avoid doubt, CITY Data does not include non-End User usage data collected by the Field Devices, Software, or FlexNet System, such as network and equipment status information or the like.
iii. Consent to Use of CITY Data. CITY hereby grants to Sensus a royalty-free, non-exclusive, irrevocable right and license to access, store, and use such
CITY Data and any other data or information provided to Sensus, to (1) provide the Service; (2) analyze and improve the Service; (3) analyze and improve
any Sensus or affiliate equipment, software, or service; or (4) for any other internal use, provided that the CITY Data is anonymized and aggregated. As
used herein, “Service” means Sensus' obligations under this Agreement.
iv. Copy of CITY Data. Upon CITY’s written request, Sensus will provide CITY a quote to deliver a CMEP file consisting of the most recent 60 days of CMEP interval file data. Sensus will deliver the CMEP file in accordance with the quote upon CITY’s acceptance of the quote.
G. Data Privacy.
i. CITY acknowledges that Sensus and its Affiliates (collectively, “Xylem”) will collect and process personal data for the purposes outlined in this Agreement.
Xylem’s data privacy policy is as set forth in Exhibit K. CITY acknowledges that it has read and understood Xylem’s privacy policy and agrees to the use
of personal data outlined therein. The collection and use of personal data by CITY is CITY’s responsibility.
ii. This Agreement is also subject to the terms and conditions of the CITY’s Cybersecurity Terms and Conditions as set forth in Exhibit L.
H. Confidentiality.
i. In the performance of this Agreement, Sensus may have access to CITY’s Confidential Information (defined below). Sensus will hold CITY’s Confidential Information in strict confidence, not disclose it to any third party, and will use it only for the performance of its obligations to CITY under this Agreement and
for no other purpose. Sensus will maintain reasonable and appropriate administrative, technical and physical safeguards to ensure the security,
confidentiality and integrity of CITY’s Confidential Information. Notwithstanding the foregoing, Sensus may disclose CITY’s Confidential Information to its
employees, agents and subcontractors, if any, to the extent they have a need to know in order to perform Sensus’ obligations to CITY under this Agreement
and for no other purpose, provided that the Sensus informs them of, and requires them to follow, the confidentiality and security obligations of this Agreement.
ii. “CITY Confidential Information” means all data, information (including without limitation “Personal Information” about a California resident as defined in Civil
Code Section 1798 et seq., as amended from time to time) and materials, in any form or media, tangible or intangible, provided or otherwise made available
to Sensus by CITY, directly or indirectly, pursuant to this Agreement.
iii. Except as may be required under applicable law, court order, or regulation, or to the extent required to perform and enforce this Agreement, both parties
shall (and shall cause their employees and contractors to) keep all Confidential Information (defined in the Definitions Section of this Agreement) strictly
confidential and shall not disclose it to any third party. The Confidential Information may be transmitted orally, in writing, electronically or otherwise observed
by either party.
iv. CITY Confidential Information and Confidential Information excludes information that: (i) was publicly known at the time it was provided or has subsequently
become publicly known other than by a party’s breach of this Agreement; (ii) was rightfully in a party’s possession free of any obligation of confidence prior
to receipt of City Confidential Information and/or Confidential Information; (iii) is rightfully obtained by a party from a third party without breach of any
confidentiality obligation outlined this Agreement; (iv) is independently developed by employees of Sensus or the CITY without any use of or access to the
CITY Confidential Information or Confidential Information; or (v) Sensus has written consent to disclose CITY Confidential Information or Confidential
Information signed by an authorized representative of the disclosing party.
v. Notwithstanding the foregoing, Sensus may disclose City Confidential Information to the extent required by order of a court of competent jurisdiction or
governmental body, provided that Sensus will notify CITY in writing of such order immediately upon receipt and prior to any such disclosure (unless Sensus
is prohibited by law from doing so), to give CITY an opportunity to oppose or otherwise respond to such order.
vi. Sensus will notify CITY promptly upon learning of any breach in the security of its systems or unauthorized disclosure of, or access to, CITY Confidential
Information in its possession or control, and if such CITY Confidential Information consists of Personal Information, Sensus will provide information to CITY
sufficient to meet the notice requirements of Civil Code Section 1798 et seq., as applicable, as amended from time to time.
vii. Prior to or upon termination or expiration of this Agreement, Sensus will honor any request from the CITY to return or securely destroy all copies of CITY
Confidential Information except for City Confidential Information considered to be anonymized and aggregated CITY Data as outlined in Section 5(F) above.
viii. Notwithstanding anything else to the contrary contained in this Agreement, Sensus hereby acknowledges and expressly agrees, that CITY is subject to the
California Public Records Act (Gov. Code Section 6250 et seq., as amended from time to time) and is required, upon request, to disclose information, unless
such information is protected from disclosure. CITY shall notify Sensus within five (5) business days of receiving a request under the applicable laws for
any records which would constitute Confidential Information and, to the extent allowed by law, CITY shall apply exceptions to disclosure of the Confidential
Information that are applicable. If a suit is filed by a member of the public with respect to any such request, CITY will cooperate in any action to intervene
filed by Sensus. Notwithstanding any provision in this Agreement to the contrary, Sensus will indemnify and hold harmless CITY for any and all costs and
attorneys’ fees awarded to a prevailing plaintiff, arising out of or related to a suit which results from CITY’s actions, taken at Sensus’ request, in compliance
with this provision in protecting the Confidential Information from public disclosure. Whether or not there is a request or demand of any third party not a
Party to this Agreement (the “Requestor”) for the production, inspection and/or copying of information designated by CITY as Confidential Information,
Sensus shall be solely responsible for taking whatever legal steps CITY deems necessary to protect information deemed by it to be Confidential Information
and to prevent release of information to the Requestor (including the release of such information by Sensus). Under no circumstances will Sensus be
permitted to comply with the Requestor’s demand for disclosure of such Confidential Information that CITY deems confidential and not intended for disclosure
to the general public, or otherwise publicly disclose the Confidential Information to any person not authorized by law to receive such information.
I. Compliance with Laws. Both parties shall comply with all applicable country, federal, state, and local laws and regulations, as set forth at the time of acceptance
and as may be amended, changed, or supplemented. Neither party shall take any action or permit the taking of any action by a third party, which may render
the other party liable for a violation of applicable laws. Sensus shall procure all permits and licenses, pay all applicable charges and fees, and give all notices
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required by law in the performance of the Services.
i. Export Control Laws. CITY shall; (i) comply with all applicable U.S. and local laws and regulations governing the use, export, import, re-export, and
transfer of products, technology, and services. By ordering equipment, software or services, CITY certifies that it is not on any U.S. government export
exclusion list.
ii. Anti-Corruption Laws. CITY shall comply with the United States Foreign Corrupt Practices Act (FCPA), 15 U.S.C. §§ 78dd-1, et seq.; and any other
applicable laws and regulations relating to anti-corruption in the CITY’s county or any country where performance of this Agreement, or delivery or use of
equipment, software or services will occur.
J. Non-Waiver of Rights. A waiver by either party of any breach of this Agreement or the failure or delay of either party to enforce any of the articles or other
provisions of this Agreement will not in any way affect, limit or waive that party’s right to enforce and compel strict compliance with the same or other articles or
provisions.
i. No Implied Waiver. No payment, partial payment, acceptance, or partial acceptance by CITY shall operate as a waiver on the part of CITY of any of its
rights under this Agreement. Moreover, any waiver by either party of any breach of this Agreement shall be in writing and shall not constitute a continuing
waiver.
K. Assignment and Sub-contracting.
i. The parties agree that the expertise and experience of Sensus are material considerations for CITY entering into this Agreement. Sensus shall not assign
the performance of any of SENSUS’ obligations hereunder without the prior written consent of the CITY. Consent to one assignment will not be deemed to
be consent to any subsequent assignment. Any assignment made without the approval of the CITY will be void. Notwithstanding the foregoing, either party
may assign, transfer, or delegate this Agreement by providing formal written notice to the other party but without requiring the other party’s consent; (i) to
an Affiliate; (ii) as part of a merger; or (iii) to a purchaser of all or substantially all of its assets. Apart from the foregoing, neither party may assign, transfer
or delegate this Agreement without the prior written consent of the other, which consent shall not be unreasonably withheld.
ii. CITY agrees that subcontractors may be used to complete the Services. Sensus shall be responsible for directing the work of any subcontractors and for
any compensation due to subcontractors. CITY assumes no responsibility whatsoever concerning compensation of subcontractors. Sensus shall be fully
responsible to CITY for all acts and omissions of subcontractors. Sensus shall change or add subcontractors only with the prior written approval of the
CITY.
L. Amendments. No alteration, amendment, or other modification shall be binding unless in writing and signed by the duly authorized representatives of both
CITY and Sensus.
M. Governing Law and Dispute Resolution. This Agreement shall be governed by, construed and enforced in accordance with the laws of the State of California.
Any and all disputes arising under, out of, or in relation to this Agreement, its negotiation, performance or termination (“Disputes”) shall first be resolved by
mediation between the Parties. TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE PARTIES AGREE TO A BENCH TRIAL AND THAT THERE SHALL
BE NO JURY IN ANY DISPUTES. In the event that an action is brought, the parties agree that the venue for any trial will be in the state courts of California, in
the County of Santa Clara, State of California.
N. Acknowledgement of Events. The parties acknowledge that this Agreement is being entered into in the context of a pandemic (known as the COVID-19
pandemic), which has the potential to cause disruptions and delays to the work beyond the Parties’ reasonable control. The Parties agree that an actual delay
directly required by compliance with COVID-19 governmental orders or regulations, and not due to fault or negligence of the SENSUS, may be considered an
excusable delay (as below) in accordance with this section. SENSUS may be entitled to an equitable adjustment in schedule in the event such COVID-19-related
delays occur, but only to the extent reasonably required based upon the circumstances, as agreed in writing by the CITY’s Project Manager.
A COVID-19-related excusable delay will not be a default or a ground for termination for cause of the Agreement, provided that the SENSUS provides the CITY
with prompt and detailed notice of the COVID-19-related delay as soon as is reasonably feasible under the circumstances and uses reasonable efforts to
overcome the effects of such delay as promptly as reasonably feasible under the circumstances. Notwithstanding the above provisions of this Section, in the
event of a period of nonperformance by SENSUS lasting more than thirty (30) days due to a COVID-19-related delay, CITY may elect to terminate this Agreement
pursuant to its termination rights outlined in Section 5(D) above. The parties shall work, in good faith, to make any reasonable adjustments that may be required
as a result of COVID-19.
O. Severability. In the event any provision of this Agreement is held to be void, unlawful or otherwise unenforceable, that provision will be severed from the
remainder of the Agreement and replaced automatically by a provision containing terms as nearly like the void, unlawful, or unenforceable provision as possible;
and the Agreement, as so modified, will continue to be in full force and effect.
P. Four Corners. This written Agreement, including all of its exhibits, represents the entire understanding between and obligations of the parties and supersedes
all prior understandings, agreements, negotiations, and proposals, whether written or oral, formal or informal between the parties. Any additional writings shall
not modify any limitations or remedies provided in the Agreement. There are no other terms or conditions, oral, written, electronic or otherwise. There are no
implied obligations. All obligations are specifically set forth in this Agreement. Further, there are no representations that induced this Agreement that are not
included in it. The ONLY operative provisions are set forth in writing in this Agreement. Without limiting the generality of the foregoing, no purchase order placed
by or on behalf of CITY shall alter any of the terms of this Agreement. The parties agree that such documents are for administrative purposes only, even if they
have terms and conditions printed on them and even if and when they are accepted and/or processed by Sensus. Any goods, software or services delivered or
provided in anticipation of this Agreement (for e.g., as part of a pilot or because this Agreement has not yet been signed but the parties have begun the
deployment) under purchase orders placed prior to the execution of this Agreement are governed by this Agreement upon its execution and it replaces and
supersedes any such purchase orders.
Q. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together shall
constitute one and the same instrument. Additionally, this Agreement may be executed by facsimile or electronic copies, all of which shall be considered an
original for all purposes.
R. PROJECT MANAGEMENT.
i. Sensus will assign Wayne Schmieder as the Sensus Project Manager to have supervisory responsibility for the performance, progress, and execution of
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the Services and represent Sensus during the day-to-day performance of the Services. If circumstances cause the substitution of the Sensus’ Project
Manager or any other of Sensus’s key personnel for any reason, the appointment of a substitute Project Manager and the assignment of any key new or
replacement personnel will be subject to the prior written approval of the CITY’s Project Manager. SENSUS, at CITY’s request, shall promptly remove
Sensus personnel who CITY finds do not perform the Services in an acceptable manner, are uncooperative, or present a threat to the adequate or timely
completion of the Services or a threat to the safety of persons or property.
ii. CITY’s Project Manager is Dave Yuan, Utilities Administration Department, Palo Alto, California, 94301, Telephone: 650.329.2522. CITY’s Project Manager
will be Sensus’ point of contact with respect to performance, progress and execution of the Services. CITY may designate an alternate Project Manager
from time to time.
S. INDEPENDENT CONTRACTOR. Sensus acknowledges and agrees that Sensus and any agent or employee of Sensus will act as and shall be deemed at all
times to be an independent contractor and shall be wholly responsible for the manner in which Sensus performs the Services requested by CITY under this
Agreement. Sensus and any agent or employee of Sensus will not have employee status with CITY, nor be entitled to participate in any plans, arrangements,
or distributions by CITY pertaining to or in connection with any retirement, health or other benefits that CITY may offer its employees. Sensus will be responsible
for all obligations and payments, whether imposed by federal, state or local law, including, but not limited to, FICA, income tax withholdings, workers’
compensation, unemployment compensation, insurance, and other similar responsibilities related to Sensus’ performance of the Services, or any agent or
employee of Sensus providing same. Nothing in this Agreement shall be construed as creating an employment or agency relationship between CITY and
SENSUS or any agent or employee of Sensus. Any terms in this Agreement referring to direction from CITY shall be construed as providing for direction as to
policy and the result of Sensus’ provision of the Services only, and not as to the means by which such a result is obtained.
T. AUDITS. During the Term of the Agreement, and for four years thereafter, upon reasonable notice from CITY and during a mutually agreed upon date and time,
Sensus shall provide CITY and its agents and representatives with access to records and supporting documentation so that CITY may audit the fees charged,
or expenses reimbursed to Sensus, in order to determine that such fees are accurate and in accordance with this Agreement and that work charged was actually
performed.
U. ENVIRONMENTALLY PREFERRED PURCHASING AND ZERO WASTE REQUIREMENTS. Sensus shall use reasonable efforts to comply with the CITY’s
Environmentally Preferred Purchasing policies, without impacting the cost of the Equipment and/or Services, as stated below and as attached as Exhibit M.
Sensus shall comply with waste reduction, reuse, recycling and disposal requirements of CITY’s Zero Waste Program. Zero Waste best practices include, first,
minimizing and reducing waste; second, reusing waste; and, third, recycling or composting waste. In particular, Sensus shall comply with the following Zero
Waste requirements:
i. All printed materials provided by Sensus to CITY generated from a personal computer and printer including but not limited to, proposals, quotes, invoices,
reports, and public education materials, shall be double-sided and printed on a minimum of 30% or greater post-consumer content paper, unless otherwise
approved by CITY’s Project Manager. Any submitted materials printed by a professional printing company shall be a minimum of 30% or greater post-
consumer material and printed with vegetable-based inks.
ii. Goods purchased by Sensus on behalf of CITY shall be purchased in accordance with CITY’s Environmental Purchasing Policy including but not limited to
Extended Producer Responsibility requirements for products and packaging. A copy of this policy is on file at the Purchasing Department’s office.
iii. Reusable/returnable pallets shall be taken back by Sensus, at no additional cost to CITY, for reuse or recycling. Sensus shall provide documentation from
the facility accepting the pallets to verify that pallets are not being disposed.
V. CONFLICT OF INTEREST.
i. In executing this Agreement, Sensus covenants that it presently has no interest, and will not acquire any interest, direct or indirect, financial or otherwise,
which would conflict in any manner or degree with the performance of the Services. Sensus further covenants that, in the performance of this Agreement, it
will not employ subcontractors or other persons or parties having such an interest. Sensus certifies that no person who has or will have any financial interest
under this Agreement is an officer or employee of CITY; this provision will be interpreted in accordance with the applicable provisions of the Palo Alto Municipal
Code and the Government Code of the State of California, as amended from time to time. Sensus agrees to notify CITY if any conflict arises.
ii. If the SENSUS meets the definition of a “Consultant” as defined by the Regulations of the Fair Political Practices Commission, SENSUS will file the appropriate
financial disclosure documents required by the Palo Alto Municipal Code and the Political Reform Act of 1974, as amended from time to time.
W. COMPLIANCE WITH PALO ALTO MINIMUM WAGE ORDINANCE. Sensus shall comply with all requirements of the Palo Alto Municipal Code Chapter 4.62
(Citywide Minimum Wage), as amended from time to time. In particular, for any employee otherwise entitled to the State minimum wage, who performs at least
two (2) hours of work in a calendar week within the geographic boundaries of the CITY, Sensus shall pay such employees no less than the minimum wage set
forth in Palo Alto Municipal Code Section 4.62.030 for each hour worked within the geographic boundaries of the CITY. In addition, Sensus shall post notices
regarding the Palo Alto Minimum Wage Ordinance in accordance with Palo Alto Municipal Code Section 4.62.060.
X. NON-APPROPRIATION. This Agreement is subject to the fiscal provisions of the Charter of the City of Palo Alto and the Palo Alto Municipal Code, as amended
from time to time. This Agreement may be suspended by the CITY without any penalty, upon seven (7) business days’ written notice to Sensus at the end of
any fiscal year in the event that funds are not appropriated by the City of Palo Also for the following fiscal year. If the CITY suspends the Agreement for a period
longer than one hundred eighty (180) days, then on no later than the one hundred eighty-first day following the applicable noticed suspension, the CITY at its
sole option shall either: (1) terminate the Agreement and pay the applicable termination costs outlined below or (2) execute a written change order with Sensus
that has been negotiated during the applicable noticed suspension period. This Section shall take precedence in the event of a conflict with any other covenant,
term, condition, or provision of this Agreement.
i. Non-Substitution. If the Agreement is terminated for non-appropriation, the CITY may not replace the FlexNet System with AMR or AMI technology from a
different vendor for the remainder of the Term.
ii. Best Efforts. CITY staff responsible for the management of this Agreement shall use best efforts to obtain an appropriation in the full amount required under
the Agreement, including the submission of budget requests each year that are sufficient to cover CITY's payment obligations for the next fiscal year.
iii. Termination/suspension Costs: The termination and/or suspension costs encompass CITY’s liability for termination and/or suspension of the Agreement
due to Non-Appropriation and are meant to cover Sensus’ actual and unavoidable costs, including but not limited to, work and materials applicable solely to
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the project and consistent with agreed upon purchase order commitments, if any, for raw material and work in process, plus the furnished Equipment and
Services and any standby or demobilization fees or other applicable costs that may be incurred by Sensus during a suspension of the Agreement by the City
for Non-Appropriation. In no event will the termination/suspension costs outlined in this Section exceed ten percent (10%) of the remaining Agreement cost
related to implementation/installation of the FlexNet System.
Y. INSURANCE.
i. Sensus, at its sole cost and expense, shall obtain and maintain, in full force and effect during the term of this Agreement, the insurance coverage described
in Exhibit J entitled “INSURANCE REQUIREMENTS”. Sensus and its subcontractors, if any, shall obtain a policy endorsement naming CITY as an additional
insured under any general liability or automobile policy or policies.
ii. All insurance coverage required hereunder shall be provided through carriers with AM Best’s Key Rating Guide ratings of A-:VII or higher which are licensed
or authorized to transact insurance business in the State of California. Any and all subcontractors of Sensus retained to perform Services under this
Agreement will obtain and maintain, in full force and effect during the Term of this Agreement, identical insurance coverage, naming CITY as an additional
insured under such policies as required above.
iii. Certificates evidencing such insurance shall be filed with CITY concurrently with the execution of this Agreement. The certificates will be subject to the
approval of CITY’s Risk Manager and will contain an endorsement stating that the insurance is primary coverage and will not be canceled, or materially
reduced in coverage or limits, by the insurer except after filing with the CITY’s purchasing manager thirty (30) days’ prior written notice of the cancellation or
modification. If the insurer cancels or modifies the insurance and provides less than thirty (30) days’ notice to Sensus, Sensus shall provide the purchasing
manager written notice of the cancellation or modification within ten (10) business days of the Sensus’ receipt of such notice. Sensus shall be responsible
for ensuring that current certificates evidencing the insurance are provided to CITY’s Chief Procurement Officer during the term of this Agreement.
iv. The procuring of such required policy or policies of insurance will not be construed to limit Sensus’ liability hereunder nor to fulfill the indemnification provisions
of this Agreement.
Z. NONDISCRIMINATION
i. As set forth in Palo Alto Municipal Code Section 2.30.510, as amended from time to time, Sensus certifies that in the performance of this Agreement, it
shall not discriminate in the employment of any person due to that person’s race, skin color, gender, gender identity, age, religion, disability, national origin,
ancestry, sexual orientation, pregnancy, genetic information or condition, housing status, marital status, familial status, weight or height of such person.
Sensus acknowledges that it has read and understands the provisions of Section 2.30.510 of the Palo Alto Municipal Code relating to Nondiscrimination
Requirements and the penalties for violation thereof, and agrees to meet all requirements of Section 2.30.510 pertaining to nondiscrimination in
employment.
AA. NOTICES. All notices hereunder will be given in writing and mailed, postage prepaid, by certified mail, addressed as follows:
To CITY:
Office of the CITY Clerk CITY of Palo Alto Post Office Box 10250
Palo Alto, CA 94303
With a copy to: CITY Purchasing Manager
To Sensus:
Sensus USA Inc.
Attention: Legal Department
637 Davis Drive
Morrisville, North Carolina 27560
With a copy to:
Xylem Inc.
Attention: Legal Department
1 International Drive
Rye Brook, New York 10573
SENSUS shall provide written notice to CITY of any change of address.
6. Definitions
A. “Affiliate” of a party means any other entity controlling, controlled by, or under common control with such party, where “control” of an entity means the ownership, directly
or indirectly, of 50% or more of either; (i) the shares or other equity in such entity; or (ii) the voting rights in such entity.
B. “Available Meter” means an installed Sensus FlexNet meter (with a SmartPoint Module installed) or a Sensus SmartPoint Module which has been installed on a third
party meter, and which, in either case, is not an Unavailable Meter (or on an Unavailable Meter in the case of SmartPoint Modules on third party meters) and which satisfies
all of the following criteria: (i) it functions properly, is powered and is not a damaged or failed meter; (ii) it is in a deployment area of meters for CITY such that a sufficient
number of two-way meters are in range of each other; (iii) it is serviced by RF Field Equipment that has not been subjected to a power failure greater than eight (8) total
hours; (iv) neither it nor the RF Field Equipment that serves that meter has been affected by a Force Majeure event; (v) jamming of the radio spectrum is not preventing or
interfering with radio communication to or from the meter; (vi) it is installed in the Service Territory; (vii) it has not been reported to CITY under Sensus' or CITY’s preventative
maintenance; (viii) its functioning or performance has not been adversely affected by a failure of CITY to perform its obligations or tasks for which it is responsible under
this Agreement, including, but not limited to, testing and confirming that the socket to which the meter will be/is connected is in safe operating condition, is fully functional,
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is not corroded, does not contain improperly installed jaws or other deficiencies, complies with ANSI standards, and is not hot, damaged, or otherwise in need of maintenance
or repair; (ix) its functioning or performance has not been adversely affected by a failure or insufficiency of the back haul telecommunications network of CITY for
communications among the components of the Sensus FlexNet System; and (x) it has been installed in compliance with the procedures and specifications approved by
CITY and Sensus.
C. “Confidential Information” means any and all non-public information of either party, including all technical information about either party’s products or services, pricing
information, marketing and marketing plans, CITY’s End Users’ data, FlexNet System performance, FlexNet System architecture and design, FlexNet System software,
other business and financial information of either party, and all trade secrets of either party.
D. “End User” means any end user of electricity, water, and/or gas (as applicable) that pays CITY for the consumption of electricity, water, and/or gas, as applicable.
E. “Field Devices” means the SmartPoint Modules.
F. “FlexNet Base Station” identifies the Sensus manufactured device consisting of one transceiver, to be located on a tower that receives readings from the SmartPoint
Modules (either directly or via an R100 unit) by radio frequency and passes those readings to the RNI by TCP/IP backhaul communication. For clarity, FlexNet Base
Stations include Metro Base Stations.
G. “FlexNet System” is comprised of the SmartPoint Modules, RF Field Equipment, Server Hardware, software licenses, Spectrum Lease, and other equipment provided to
CITY hereunder. The FlexNet System only includes the foregoing, as provided by Sensus. The FlexNet System does not include goods, equipment, software, licenses or
rights provided by a third party or parties to this Agreement.
H. “Force Majeure” means an event beyond a party’s reasonable control, including, without limitation, acts of God, hurricane, flood, volcano, tsunami, tornado, storm, tempest,
mudslide, vandalism, illegal or unauthorized radio frequency interference, strikes, lockouts, or other industrial disturbances, unavailability of component parts of any goods
provided hereunder, acts of public enemies, wars, blockades, insurrections, riots, epidemics, earthquakes, fires, restraints or prohibitions by any court, board, department,
commission or agency of the United States or any States, any arrests and restraints, civil disturbances and explosion.
I. “Hosted Software” means those items listed as an Application in Exhibit A.
J. “In/Out Costs” means any costs and expenses incurred by CITY in transporting goods between its warehouse and its End User’s premises and any costs and expenses
incurred by CITY in installing, uninstalling and removing goods.
K. “Intellectual Property” means patents and patent applications, inventions (whether patentable or not), trademarks, service marks, trade dress, copyrights, trade secrets,
know-how, data rights, specifications, drawings, designs, maskwork rights, moral rights, author’s rights, and other intellectual property rights, including any derivations
and/or derivative works, as may exist now or hereafter come into existence, and all renewals and extensions thereof, regardless of whether any of such rights arise under
the laws of the United States or of any other state, country or jurisdiction, any registrations or applications thereof, and all goodwill pertinent thereto.
L. “LCM” identifies the load control modules.
M. “Ongoing Fee” means the annual or monthly fees, as applicable, to be paid by CITY during the Term of this Agreement.
N. “Patches” means patches or other maintenance releases of the Software that correct processing errors and other faults and defects found previous versions of the Software.
For clarity, Patches are not Updates or Upgrades.
O. “Permitted Use” means only for reading CITY’s Field Devices in the Service Territory. The Permitted Use does not include reading third devices not provided by Sensus
or reading Field Devices outside the Service Territory.
P. “R100 Unit” identifies the Sensus standalone, mounted transceiver that takes the radio frequency readings from the SmartPoint Modules and relays them by radio
frequency to the relevant FlexNet Base Station or directly to the RNI by TCP/IP backhaul communication, as the case may be.
Q. “Release” means both Updates and Upgrades.
R. “Remote Transceiver” identifies the Sensus standalone, mounted relay device that takes the radio frequency readings from the SmartPoint Modules and relays them
directly to the RNI by TCP/IP backhaul communication.
S. “RF Field Equipment” means, collectively, FlexNet Base Stations, R100 units (if any) and Remote Transceivers (if any).
T. “RNI” identifies the regional network interfaces consisting of hardware and software used to gather, store, and report data collected by the FlexNet Base Stations from the
SmartPoint Modules. The RNI hardware specifications will be provided by Sensus upon written request from CITY.
U. “RNI Software” identifies the Sensus proprietary software used in the RNI and any Patches, Updates, and Upgrades that are provided to CITY pursuant to the terms of
this Agreement.
V. “Service Territory” identifies the geographic area where CITY utilizes Sensus equipment to provide services to End Users as of the Effective Date. This area
will be described on the propagation study in the parties’ Spectrum Lease filing with the FCC.
W. “Server Hardware” means the RNI hardware.
X. “SmartPoint™ Modules” identifies the Sensus transmission devices installed on devices such as electric, natural gas and water meters, distribution automation equipment
and demand/response devices located at CITY’s End Users’ premises (e.g. LCM) that communicate with the relevant devices and transmit those communications by radio
frequency to the relevant piece of RF Field Equipment.
Y. “Software” means all the Sensus proprietary software provided pursuant to this Agreement, and any Patches, Updates, and Upgrades that are provided to CITY pursuant
to the terms of this Agreement. The Software does not include any third party software.
Z. “TouchCoupler Unit” identifies an inductive coupler connection from a water register to the SmartPoint Module.
AA. “Unavailable Meters” include meters with sockets with power cut at the pole, meters that are booted on the line side, sockets that are not provided power due to a power
delivery system failure, meters with tamper, theft or other human induced failures that render the meter or SmartPoint Module incapable of providing a read, a Force
Majeure event induced failures of the power delivery system, socket or meter, and/or any system or meter maintenance issue that precludes the meter from transmitting
its message to the network. Examples of Unavailable Meters include: (i) Cut At Pole: a meter for which power has been turned off to the socket by CITY; (ii) Booted on
Line Side: nominally a meter for which power has been turned off by placing boots in the socket from which the power to the meter has effectively been turned off; (iii)
Failed or flawed power delivery to the meter socket: CITY power generation, distribution or delivery system failure that has effectively turned off power to the socket and/or
meter; (iv) Tampered Meters: sockets, meters or distribution assets that have been modified by unauthorized personnel rendering the meter incapable of providing accurate
usage readings from that meter;(v) Broken TouchCoupler unit: the TouchCoupler unit is damaged by intentional or unintentional acts; (vi) Broken Clip: the clip that holds
the TouchCoupler unit into the radio package housing is broken and the unit cannot complete the inductive electrical connection; (vii) Improper installation of the
TouchCoupler unit: the TouchCoupler unit is not pushed all the way into the housing clip causing the unit to not be able to complete the inductive electrical connection; (viii)
Unit not installed through the pit lid: the unit is not installed with the antenna positioned through the pit lid and properly secured with the retaining nut. The radio unit must
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also be securely attached to the antenna section; (ix) Radio unit not securely attached to the Antenna unit: The water-proof SmartPoint Module housing is not properly
installed and secured to the antenna unit; (x) Damaged antenna: the unit’s antenna is damaged by intentional or unintentional acts; (xi) Damaged radio package: the unit’s
water-proof radio package is damaged by intentional or unintentional acts; (xii) Data Base errors: the unit is removed from the system but not updated in the database. Still
shown as in the system when in fact has been removed; (xiii) Phantom Units: the unit is removed from the system but is still transmitting and being heard by the system;
and (xiv) Other Installation Defect: the unit is otherwise installed improperly so that it does not communicate with the FlexNet Base Station.
BB. “Updates” means releases of the Software that constitute a minor improvement in functionality.
CC. “Upgrades” means releases of the Software which constitute a significant improvement in functionality or architecture of the Software.
DD. “WAN Backhaul” means the communication link between FlexNet Base Stations and RNI.
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Exhibit A
Software
Software as a Service
I. Description of Services.
This exhibit contains the details of the Software as a Service that Sensus shall provide to CITY if both; (i) pricing for the application of Software as a Service has been
provided to the CITY; and (ii) the CITY is current in its payments for such application of Software as a Service.
A. Software as a Service Generally.
Software as a Service is a managed service in which Sensus will be responsible for the day-to-day monitoring, maintenance, management, and supporting of
CITY’s software applications. In a Software as a Service solution, Sensus owns all components of the solution (server hardware, storage, data center, network
equipment, Sensus software, and all third-party software) required to run and operate the application. These software applications consist of the following (each
an Application):
Regional Network Interface (RNI) Software
The managed application systems consist of the hardware, Sensus Software, and other third-party software that is required to operate the software applications.
Each Application will have a production, and Disaster Recovery (as described below) environment. Sensus will manage the Applications by providing 24 x 7 x
365 monitoring of the availability and performance of the Applications.
B. Use of Software as a Service. Subject to the terms of this Agreement, Sensus shall make Software as a Service available to CITY to access and use solely for
the Permitted Use and solely for so long as CITY is current in its payments to Sensus or its authorized distributor for Software as a Service. The Software as a
Service term commences on the date that Sensus first makes Software as a Service available to CITY for use and ends upon the earlier of: (i) the expiration or
termination of the Agreement; (ii) breach by CITY of this exhibit or the Agreement; or (iii) CITY’s termination of Software as a Service as set forth in paragraph (C)
below.
C. Termination of an Application. CITY shall have the option at any time before the end of the Term to terminate any Application by giving Sensus one hundred
twenty (120) days prior written notice. Such notice, once delivered to Sensus, is irrevocable. Should CITY elect to terminate any Application, CITY acknowledges
that; (a) CITY shall pay all applicable fees, including any unpaid Software as a Service fees due in the current calendar year plus a ten percent (10%) early
termination fee, where such fee is calculated based on the annual Software as a Service fee due in the current calendar year; and (b) Software as a Service for
such Application shall immediately cease. If CITY elects to terminate the RNI Application in the Software as a Service environment but does not terminate the
Agreement generally, then upon delivery of the notice to Sensus, CITY shall purchase the necessary (a) RNI hardware from a third party and (b) RNI software
license at Sensus' then-current pricing. No portion of the Software as a Service fees shall be applied to the purchase of the RNI hardware or software license.
i. If System Uptime Rate (defined below) falls below 90% for six (6) consecutive months, CITY may terminate the RNI Software Application and Sensus will
waive the Sensus RNI license fee and any applicable transition services fees necessary for CITY to deploy the Sensus RNI on premise at the CITY for
the amounts listed in Exhibit C. CITY would still be responsible for all necessary RNI hardware, third party software, and IT personnel associated with
managing the Sensus RNI on premise. For clarity and avoidance of doubt, the fee waivers outlined above do not apply if the CITY terminates the RNI
Software Application for convenience.
D. Software as a Service means only the following services:
i. Sensus will provide the use of required hardware, located at Sensus’ or a third-party’s data center facility (as determined by Sensus), that is necessary to
operate the Application.
ii. Sensus will provide production and disaster recovery environments for Application.
iii. Sensus will provide patches, updates, and upgrades to latest Sensus Hosted Software release.
iv. Sensus will work to provide documentation showing the ISO 27001 Certification implemented by Q1 2022, and annually thereafter.
v. Sensus will work to provide two-factor authentication by the close of Q2 2022 in the RNI. CITY will require an RNI Update to the latest version at this time to
receive the feature.
vi. Sensus will configure and manage the equipment (server hardware, routers, switches, firewalls, etc.) in the data centers:
a. Network addresses and virtual private networks (VPN)
b. Standard time source (NTP or GPS)
c. Security access points
d. Respond to relevant alarms and notifications
vii. Capacity and performance management. Sensus will:
a. Monitor capacity and performance of the Application server and software applications 24x7x365 using KPI metrics, thresholds, and alerts to proactively
identify any potential issues related to system capacity and/or performance (i.e. database, backspool, logs, message broker storage, etc.)
b. If an issue is identified to have a potential impact to the system, Sensus will open an incident ticket and manage the ticket through resolution per Exhibit
B, Technical Support.
c. Manage and maintain the performance of the server and perform any change or configuration to the server, in accordance to standard configuration and
change management policies and procedures.
d. Manage and maintain the server storage capacity and performance of the Storage Area Network (SAN), in accordance to standard configuration and
change management policies and procedures.
e. Exceptions may occur to the system that require Sensus to take immediate action to maintain the system capacity and performance levels, and Sensus
has authority to make changes without CITY approval as needed, in accordance to standard configuration and change management policies and
procedures.
viii. Database management. Sensus will:
a. Implement the data retention plan and policy and will provide the policy upon request.
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b. Monitor space and capacity requirements.
c. Respond to database alarms and notifications.
d. Install database software upgrades and patches.
e. Perform routine database maintenance and cleanup of database to improve capacity and performance, such as rebuilding indexes, updating indexes,
consistency checks, run SQL query/agent jobs, etc.
ix. Incident and Problem Management. Sensus will:
a. Proactively monitor managed systems (24x7x365) for key events and thresholds to proactively detect and identify incidents.
b. Respond to incidents and problems that may occur to the Application(s).
c. Maintain policies and procedures for responding to incidents and performing root cause analysis for ongoing problems.
d. Correlate incidents and problems where applicable.
e. Sensus personnel will use the self-service portal to document and track incidents.
f. In the event that a Sensus personnel is unable to resolve an issue, the issue will be escalated to the appropriate Subject Matter Expert (SME).
g. Maintain responsibility for managing incident and problems through resolution and will coordinate with CITY’s personnel and/or any required third-party
vendor to resolve the issue.
h. Provide telephone support consistent with Exhibit B, Technical Support in the case of undetected events.
x. Security Management. Sensus will:
a. Monitor the physical and cyber security of the server and Application(s) 24x7x365 to ensure system is highly secure in accordance with NIST Security
Standards.
b. Perform active intrusion prevention and detection of the data center network and firewalls,and monitor logs and alerts.
c. Conduct period penetration testing of the network and data center facilities. Sensus will provide an annual report confirming the penetration testing
process has been performed.
d. Conduct monthly vulnerability scanning by both internal staff and external vendors.
e. Perform anti-virus and Malware patch management on all systems.
f. Install updates to virus protection software and related files (including virus signature files and similar files) on all servers from the update being generally
available from the anti-virus software provider.
g. Respond to any potential threat found on the system and work to eliminate virus or malware found.
h. Adhere to and submit certification to NERC/CIP Cyber Security standards.
i. Monitor industry regulation/standards regarding security – NERC, FERC, NIST, OpenSG, etc. through the dedicated Sensus security team.
j. Provide secure web portal access (SSL) to the Application(s).
xi. Backup and Disaster Recovery Management. Sensus will:
a. Perform daily backups of data providing one (1) year of history for auditing and restoration purposes.
b. Back-up and store data (on tapes or other storage media as appropriate) off-site to provide protection against disasters and to meet file recovery needs.
c. Conduct incremental and full back-ups to capture data, and changes to data, on the Application(s).
d. Replicate the Application(s) environments to a geographically separated data center location to provide a full disaster recovery environment for the
Application production system.
e. Provide disaster recovery environment and perform fail-over to disaster recovery environment within forty-eight (48) hours of declared event.
f. Generate a report following each and any disaster measuring performance against the disaster recovery plan and identification of problem areas and
plans for resolution.
g. Maintain a disaster recovery plan. In the event of a disaster, Sensus shall provide the services in accordance with the disaster recovery plan.
h. In the case of a disaster and loss of access to or use of the Application, Sensus would use commercially reasonable efforts per the Recovery Time
Objectives (RTO) and Recovery Point Objectives (RPO) specified herein to restore operations at the same location or at a backup location within forty-
eight (48) hours.
i. The Application shall have a RTO of forty-eight (48) hours.
j. The RPO shall be a full recovery of the Application(s), with an RPO of one (1) hours, using no more than a twenty-four (24) hour old backup. All meter-
related data shall be pushed from each Base Station/TGB restoring the database to real-time minus external interfaced systems from the day prior.
k. Data from external interfaced systems shall be recreated within a forty-eight (48) hour period with the assistance of CITY personnel and staff, as needed.
xii. Configuration, Change, and Release Management. Sensus will:
a. Coordinate and schedule all patches, updates, and upgrades to the Application(s) and other third-party applications with CITY’s personnel.
b. Perform software patches, updates, and/or upgrades to the Application(s) in a test environment to test the features/functionality of the new release along
with coordination of CITY’s personnel, in accordance to standard configuration and change management policies and procedures.
c. Perform software patches, updates, and upgrades to all required third-party software applications (i.e. Microsoft® SQL server, Microsoft Windows Server,
Red Hat Linux OS, and other third-party Software) to operate the Application(s) in a test environment along with coordination of CITY’s personnel, in
accordance to standard configuration and change management policies and procedures.
d. Once Sensus and CITY have verified and signed off on change and release of the patch, update, and/or upgrade, Sensus will apply the appropriate
patches, updates, and/or upgrades to the production environment, in accordance to standard configuration and change management policies and
procedures.
E. CITY Responsibilities:
i. Coordinate and schedule any changes submitted by Sensus to the system in accordance with standard configuration and change management procedures.
ii. Participate in all required configuration and change management procedures.
iii. CITY will log incidents related to the managed Application with Sensus personnel via email, web portal ticket entry, or phone call.
iv. Responsible for periodic processing of accounts or readings (i.e., billing files) for CITY’s billing system for billing or other analysis purposes.
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v. Responsible for any field labor to troubleshoot any SmartPoint modules or smart meters in the field in populations that have been previously deployed and
accepted.
vi. First response labor to troubleshoot FlexNet Base Station, R100s, Remote Transceivers or other field network equipment.
vii. Responsible for local area network configuration, management, and support.
viii. Identify and research problems with meter reads and meter read performance.
ix. Create and manage user accounts.
x. Customize application configurations.
xi. Support application users.
xii. Investigate application operational issues (e.g., meter reads, reports, alarms, etc.).
xiii. Respond to alarms and notifications.
xiv. Perform firmware upgrades over-the-air, or delegate and monitor field personnel for on-site upgrades.
F. Software as a Service does not include any of the following services:
i. Parts or labor required to repair damage to any field network equipment that is the result of a Force Majeure event.
ii. Any integration between applications, such as a MDMS, would require a Professional Services contract agreement to be scoped, submitted, and agreed in a
signed writing between Sensus and all the applicable parties.
If an item is not listed in subparagraphs in item (D) above, such item is excluded from the Software as a Service and is subject to additional pricing.
II. Further Agreements
A. System Uptime Rate.
i. Sensus (or its contractor) shall manage and maintain the Application(s) on computers owned or controlled by Sensus (or its contractors) and shall provide
CITY access to the managed Application(s) via internet or point to point connection (i.e., Managed-Access use), according to the terms below. Sensus
endeavors to maintain an average System Uptime Rate equal to ninety-nine (99.0) per Month (as defined below). The System Uptime Rate, cumulative
across all Applications, shall be calculated as follows:
System Uptime Rate = 100 x (TMO – Total Non-Scheduled Downtime minutes in the Month)
TMO
ii. Calculations
a. Targeted Minutes of Operation or TMO means total minutes cumulative across all Applications in the applicable month minus the Scheduled Downtime
in the Month.
b. Scheduled Downtime means the number of minutes during the Month, as measured by Sensus, in which access to any Application is scheduled to be
unavailable for use by CITY due to planned system maintenance. Sensus shall provide CITY notice (via email or otherwise) at least seven (7) days in
advance of commencement of the Scheduled Downtime.
c. Non-Scheduled Downtime means the number of minutes during the Month, as measured by Sensus, in which access to any Application is unavailable
for use by CITY due to reasons other than Scheduled Downtime or the Exceptions, as defined below (e.g., due to a need for unplanned maintenance or
repair).
iii. Exceptions. Exceptions mean the following events:
Force Majeure
Emergency Work, as defined below; and
Lack of Internet Availability, as described below.
a. Emergency Work. In the event that Force Majeure, emergencies, dangerous conditions or other exceptional circumstances arise or continue during
TMO, Sensus shall be entitled to take any actions that Sensus, in good faith, determines is necessary or advisable to prevent, remedy, mitigate, or
otherwise address actual or potential harm, interruption, loss, threat, security or like concern to any of the Application(s) (“Emergency Work”). Such
Emergency Work may include, but is not limited to: analysis, testing, repair, maintenance, re-setting and other servicing of the hardware, cabling, networks,
software and other devices, materials and systems through which access to and/or use of the Application(s) by the CITY is made available (the “Managed
Systems”). Sensus shall endeavor to provide advance notice of such Emergency Work to CITY when practicable and possible.
b. Lack of Internet Availability. Sensus shall not be responsible for any deterioration of performance attributable to latencies in the public internet or point-
to-point network connection operated by a third party. CITY expressly acknowledges and agrees that Sensus does not and cannot control the flow of data
to or from Sensus’ networks and other portions of the Internet, and that such flow depends in part on the performance of Internet services provided or
controlled by third parties, and that at times, actions or inactions of such third parties can impair or disrupt data transmitted through, and/or CITY’s
connections to, the Internet or point-to-point data connection (or portions thereof). Although Sensus will use commercially reasonable efforts to take
actions Sensus may deem appropriate to mitigate the effects of any such events, Sensus cannot guarantee that such events will not occur. Accordingly,
Sensus disclaims any and all liability resulting from or relating to such events.
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iv. System Availability. For each month that the System Uptime Rates for the production RNI falls below 99.0%, Sensus will issue CITY the following Service
Level Credits:
System Uptime Rate per calendar month Service Level Credit
Less than 99.0% but at least 97.5% 5% of the monthly RNI SaaS Fees in which the service level default
occurred (Note: SaaS fees are pre-paid annually and for purposes
of Service Level Credits are computed on a monthly basis.)
Less than 97.5% but at least 95.0% 10% of the monthly RNI SaaS Fees in which the service level
default occurred
Less than 95.0% but at least 90% 25% of the monthly RNI SaaS Fees in which the service level
default occurred
Less than 90% 30% of the monthly RNI SaaS Fees in which the service level
default occurred
Service Level Credits for any single month shall not exceed 30% of the RNI SaaS Fee associated with the month in which the service level default
occurred. Sensus records and data will be the sole basis for all Service Level Credit calculations and determinations, provided that such records and data
must be made available to CITY for review and agreement by CITY. To receive a Service Level Credit, CITY must issue a written request no later than ten
(10) days after the Service Level Credit has accrued. Sensus will apply each valid Service Level Credit to the CITY’s invoice within 2 billing cycles after
Sensus’ receipt of CITY’s request and confirmation of the failure to meet the applicable Service Level Credit. Service Level Credits will not be payable for
failures to meet the System Uptime Rate caused by any Exceptions. No Service Level Credit will apply if CITY is not current in its undisputed payment
obligations under the Agreement. Service Level Credits are exclusive of any applicable taxes charged to CITY or collected by Sensus. Sensus shall not
refund an unused Service Level Credits or pay cash to CITY for any unused Service Level Credits. Any unused Service Level Credits at the time the
Agreement terminates will be forever forfeited. THE SERVICE LEVEL CREDITS DESCRIBED IN THIS SECTION ARE THE SOLE AND EXCLUSIVE
REMEDY FOR SENSUS’ FAILURE TO MEET THE SYSTEM UPTIME REQUIREMENT OR ANY DEFECTIVE SAAS PERFORMANCE. IN NO EVENT
SHALL THE AGGREGATE AMOUNT OF SERVICE LEVEL CREDITS IN ANY ANNUAL PERIOD EXCEED 25% OF THE ANNUAL RNI SAAS FEE.
B. Data Center Site-Security. Although Sensus may modify such security arrangements without consent or notice to CITY, CITY acknowledges the following are
the current arrangements regarding physical access to and support of the primary hardware components of the Managed Systems:
i. The computer room(s) in which the hardware is installed is accessible only to authorized individuals.
ii. Power infrastructure includes one or more uninterruptible power supply (UPS) devices and diesel generators or other alternative power for back-up electrical
power.
iii. Air-conditioning facilities (for humidity and temperature controls) are provided in or for such computer room(s) and can be monitored and adjusted for
humidity and temperature settings and control. Such air systems are supported by redundant, back-up and/or switch-over environmental units.
iv. Such electrical and A/C systems are monitored on an ongoing basis and personnel are available to respond to system emergencies (if any) in real time.
v. Dry pipe pre-action fire detection and suppression systems are provided.
vi. Data circuits are available via multiple providers and diverse paths, giving access redundancy.
C. Responsibilities of CITY.
i. CITY shall promptly pay all Software as a Service fees.
ii. CITY may not (i) carelessly, knowingly, intentionally or maliciously threaten, disrupt, harm, abuse or interfere with the Application(s), Managed Systems
or any of their functionality, performance, security or integrity, nor attempt to do so; (ii) impersonate any person or entity, including, but not limited to,
Sensus, a Sensus employee or another user; or (iii) forge, falsify, disguise or otherwise manipulate any identification information associated with CITY’s
access to or use of the Application(s).
iii. The provisioning, compatibility, operation, security, support, and maintenance of CITY’s hardware and software (“CITY’s Systems”) is exclusively the
responsibility of CITY. CITY is also responsible, in particular, for correctly configuring and maintaining (i) the desktop environment used by CITY to access
the Application(s) managed by Sensus; and (ii) CITY’s network router and firewall, if applicable, to allow data to flow between the CITY’s Systems and
Sensus’ Managed Systems in a secure manner via the public Internet.
iv. Upon receiving the system administrator account from Sensus, CITY shall create username and passwords for each of CITY’s authorized users and
complete the applicable Sensus registration process (Authorized Users). Such usernames and passwords will allow Authorized Users to access the
Application(s). CITY shall be solely responsible for maintaining the security and confidentiality of each user ID and password pair associated with CITY’s
account, and Sensus will not be liable for any loss, damage or liability arising from CITY’s account or any user ID and password pairs associated with
CITY. CITY is fully responsible for all acts and omissions that occur through the use of CITY’s account and any user ID and password pairs. CITY agrees
(i) not to allow anyone other than the Authorized Users to have any access to, or use of CITY’s account or any user ID and password pairs at any time;
(ii) to notify Sensus immediately of any actual or suspected unauthorized use of CITY’s account or any of such user ID and password pairs, or any other
breach or suspected breach of security, restricted use or confidentiality; and (iii) to take the Sensus-recommended steps to log out from and otherwise exit
the Application(s) and Managed Systems at the end of each session. CITY agrees that Sensus shall be entitled to rely, without inquiry, on the validity of
the user accessing the Application(s) application through CITY’s account, account ID, usernames or passwords.
v. CITY shall be responsible for the day-to-day operations of the Application(s) and FlexNet System. This includes, without limitation, (i) researching problems
with meter reads and system performance, (ii) creating and managing user accounts, (iii) customizing application configurations, (iv) supporting application
users, (v) investigating application operational issues, (vi) responding to alarms and notifications, and (vii) performing over-the-air commands (such as
firmware updates or configuration changes).
D. Software Solution Components.
i. Description of Software Solutions. Sensus software consists of a core communication module and a set of applications. Some applications are required
to perform basic solution capabilities, other applications are optional and add additional capabilities and function to the overall solution. As CITY’s business
process expands and/or new Sensus offerings are made available, additional applications and functionality can dynamically be added to the solution,
provided CITY purchases such additional applications.
ii. Regional Network Interface. The Regional Network Interface (RNI) or Sensus head-end is the centralized intelligence of the FlexNet network; the RNI’s
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primary objective is to transfer endpoint (such as meters) data to the CITY and the advanced feature applications. The RNI is adaptable to CITY
configurations by simultaneously supporting a wide range of FlexNet enabled endpoints; including but not limited to meters (electric, water, gas), Home
Area Network devices and Load Control devices. The FlexNet System supports Distribution Automation functionality with the addition of the Sensus
AutomationControl Application. The FlexNet System supports street lighting control with the addition of the VantagePoint Software Application.
a. Core Package
(i) Communication
1. Manages all inbound and outbound traffic to and from endpoints
2. Outbound routing optimization
3. Route analyzer
4. AES256 bit encryption of radio messages
5. Reports and metric details of network performance and troubleshooting aids
6. Management of RF equipment (base stations and endpoint radios)
(ii) Data Collection
1. Missing read management
2. Management of duplicate reads
3. 60 day temporary storage
(iii) Application integration
1. To Sensus Analytics applications
2. Enable 3rd party application integration
3. Batch CMEP file export
4. Real-time access through MultiSpeak
(iv) Endpoint Management
1. Gas, water, electric, lighting concurrent support
2. Remote configuration
3. Remote firmware updates
4. Reports, metrics and Troubleshooting
(v) User Management
1. Secure access
2. Password management
3. Definable user roles
4. User permissions to manage access to capabilities
b. Integration of RNI. Sensus shall provide RNI integration support services to CITY only to the extent specifically provided below:
(i) Sensus shall meet with the representative from the CITY’s system(s) targeted for integration to determine which integration method is
appropriate (e.g., Multispeak, CMEP, etc.).
1. In scope and included integration efforts: Provide the gateway URLs to the integrating system as needed, provide CITY with standard
integration API documentation, validate and test that the correct CITY information is flowing into and/or out of the RNI.
2. Out of scope and subject to additional charges: Modifications or extensions to the standard API provided by Sensus and any integration
efforts not outlined above as in scope and included.
(ii) CITY Responsibilities:
1. Provide Sensus with information about the relevant information CITY wishes to transfer and integrate with the RNI.
2. Establish the network and security required for the two systems to reasonably communicate.
3. Verify integration to third party system functionality is working as intended.
(iii) If an item is not listed in subparagraph (i) above, such item is excluded from the integration of Sensus RNI Support and is subject to additional
pricing.
III. Third party Software
A. RedHat Linux. If Sensus is providing CITY with a license to use RedHat Linux Software, CITY agrees to the following:
By entering into this Agreement, CITY agrees to abide by and to be legally bound by the terms and conditions of the Red Hat End User License Agreements
identified below, each of which are incorporated into this Agreement by reference and are available at the websites identified below. Please read the Red Hat End
User License Agreements and incorporated references carefully.
Subscription: End User License Agreement:
Red Hat Enterprise Linux http://www.redhat.com/licenses/rhel_rha_eula.html
JBoss Enterprise Middleware http://www.redhat.com/licenses/jboss_eula.html
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Exhibit B
Technical Support
1. Introduction
Sensus Technical Services provides CITY with a single point of contact for Tier 1 support of technical issues as well as any coordination of additional resources required to resolve the issue. Requests that require specialized skills are to be forwarded to a senior support engineer or Technical Advisor within the team for further analysis. If Technical Services has exhausted all troubleshooting efforts for the product type, the issue will escalate to the Engineering Support Team. Occasionally,
on-site troubleshooting/analysis may be required. The preferred order of on-site support is:
a) The CITY (for assistance with the easiest and lowest time-consuming activities such as power on/power off).
b) The local distributor.
c) Sensus employees or contracted personnel, if required to fulfill a contract commitment.
2. Support Categories
2.1. General questions regarding functionality, use of product, how-to, and requests for assistance on Sensus AMR, AMI, RF Network Equipment, Metering
Products, Sensus Lighting Control, and Demand Response Management System (FlexNet Home).
2.2. Proactive reporting and resolution of problems.
2.3. Reactive reporting to isolate, document, and solve reported hardware/software defects.
2.4. Responding to service requests and product changes.
2.5. Addressing CITY inquiries with printed or electronic documentation, examples, or additional explanation/clarification.
3. Support Hours
3.1. Standard Support Hours: Toll-free telephone support (1-800-638-3748 option #2) is available Monday thru Friday from 8:00 a.m. EST to 8:00 p.m. EST. After-
hours, holiday and weekend support for Severity 1 and Severity 2 issues is available by calling 1-800-638-3748, option #8.
4. Support Procedures
4.1. CITY identifies an issue or potential problem and calls Technical Services at 1-800-638-3748 Option #2. The CITY Service Associate or Technical Support Engineer will submit a SalesForce ticket.
4.2. The CITY Service Associate or Technical Support Engineer will identify the caller name and utility by the assigned software serial number, city , and state based
on where the call originated. The CITY Service Associate or Technical Support Engineer will require a brief description of the problem symptoms, or error
messages depending on nature of the incident. The nature of the problem and severity levels will be mutually agreed upon by both parties (either at the time
the issue is entered or prior to upgrading or downgrading an existing issue) using the severity definitions below as a guideline. The severity level is then captured into SalesForce for ticket creation and resolution processing. Any time during the processing of this ticket, if the severity level is changed by Sensus, the CITY
will be updated.
A. Severity Levels Description:
Sev1 CITY’s production system is down. The system is unusable resulting in total disruption of work. No workaround is available and requires immediate
attention.
Example: Network mass outage, all reading collection devices inoperable, inoperable head end software (e.g., FlexWare, Sensus MDM). Not able to
generate billing files.
Sev2 Major system feature/function failure. Operations are severely restricted; there is a major disruption of work, no acceptable work-around is available,
and failure requires immediate attention.
Examples: Examples: Network equipment failure (e.g., FlexNet Echo, FlexNet Remote, Base Station transceiver, or VGB); inoperable reading devices
(e.g., AR5500, VXU, VGB, or CommandLink); head end software application has important functionality not working and cannot create export file for billing
system operations.
Sev3 The system is usable and the issue doesn’t affect critical overall operation.
Example: Minor network equipment failure (e.g., Echo/Remote false alarms or Base Station transceiver false alarms); head end software application
operable but reports are not running properly, modification of view or some non-critical function of the software is not running.
4.3. The CITY Service Associate or Technical Support Engineer identifies whether or not the CITY is on support. If the CITY is not on support, the CITY is advised
of the service options as well as any applicable charges that may be billed.
4.4. Calls are placed in a queue from which they are accessible to Technical Support Engineers on a first-come-first-served basis. A 1st level CITY Service Associate may assist the CITY, depending on the difficulty of the call and the representative’s technical knowledge. Technical Support Engineers (Tier 1 support) typically
respond/resolve the majority of calls based on their product knowledge and experience. A call history for the particular account is researched to note any
existing pattern or if the call is a new report. This research provides the representative a basis and understanding of the account as well as any associated
problems and/or resolutions that have been communicated.
a. Technical Services confirms that there is an issue or problem that needs further analysis to determine its cause. The following information must be collected: a detailed description of the issue’s symptoms, details on the software/hardware product and version, a description of the environment in which
the issue arises, and a list of any corrective action already taken.
b. Technical Services will check the internal database and product defect tracking system, to see if reports of a similar problem exist, and if any working
solutions were provided. If an existing resolution is found that will address the reported issue, it shall be communicated to the CITY. Once it is confirmed
that the issue has been resolved, the ticket is closed.
c. If there is no known defect or support that defines the behavior, Technical Services will work with the CITY to reproduce the issue. If the issue can be reproduced, either at the CITY site or within support center test lab, Technical Services will escalate the ticket for further investigation / resolution.
If the issue involves units that are considered to be defective with no known reason, the representative will open a Special Investigation RMA through the
SalesForce system. If it is determined that a sample is required for further analysis, the CITY will be provided with instructions that detail where to send the
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product sample(s) for a root cause analysis. Once it is determined that the issue cannot be resolved by Tier 1 resources, the ticket will be escalated to Tier 2 support for confirmation/workarounds to resolve immediate issue. Technical Services will immediately contact the CITY to advise of the escalation. The response and escalation times are listed in Section 5. At this time, screen shots, log files, configuration files, and database backups will be created and attached to the
ticket.
5. Response and Resolution Targets.
Sensus Technical Support will make every reasonable effort to meet the following response and resolution targets:
Severity Standard Target
Response Standard Target Resolution Resolution (one or more of the following)
1 30 Minutes
Immediately assign trained and qualified
Services Staff to correct the error on an
expedited basis. Provide ongoing communication on the status of a correction (24 hours).
Satisfactory workaround is provided.
Program patch is provided.
Fix incorporated into future release.
Fix or workaround incorporated into SalesForce Knowledge Base.
2 4 hours
Assign trained and qualified Services
Staff to correct the error. Provide
communication as updates occur (48 hours).
Satisfactory workaround is provided.
Program patch is provided.
Fix incorporated into future release.
Fix or workaround incorporated into
SalesForce Knowledge Base.
3 1 Business Day 30 business days
Answer to question is provided.
Satisfactory workaround is provided.
Fix or workaround incorporated into
SalesForce Knowledge Base.
Fix incorporated into future release.
6. Problem Escalation Process.
6.1. If the normal support process does not produce the desired results, or if the severity has changed, the issue may be escalated as follows to a higher level of
authority.
6.1.1.1. Severity 1 issues are escalated by Sales or Technical Services to a Supervisor if not resolved within 2 hours; to the Manager level if not resolved
within 4 hours; to the Director level if not resolved within the same business day; and to the VP level if not resolved within 24 hours.
6.1.1.2. A CITY may escalate an issue by calling 1-800-638-3748, Option 2. Please specify the SalesForce ticket number and the reason why the issue is being escalated.
6.1.1.3. In the event that a CITY is not satisfied with the level of support or continual problem with their products, they may escalate a given SalesForce
ticket to Manager of Technical Services (1-800-638-3748, Option 2).
7. General Support Provisions and Exclusions.
7.1. Sensus provides online documentation for Sensus products, and all Sensus customers are provided access to this online database, which includes operation, configuration and technical manuals. The CITY shall provide names and email accounts to Sensus so Sensus may provide access to the product documentation.
7.2. Specialized support from Sensus is available on a fee basis to address support issues outside the scope of this support plan or if not covered under another
specific contract or statement of work. For example: specialized systems integration services or out of warranty network equipment repair.
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Exhibit C Summary Pricing
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Payment Terms
Escalation. CITY shall pay for goods and services rendered by Sensus hereunder at the prices set forth in this Exhibit C. The pricing in Exhibit C shall remain firm until the Trigger Date (as defined on the first page of the Agreement), or “Installation Service Trigger Date” defined in Exhibit C, as applicable. Starting on the applicable Trigger Date,
and on each anniversary of the Trigger Date thereafter, the pricing in Exhibit C shall automatically adjust to equal the summation of (i) the amount charged for such pricing
component during the immediately preceding year (“Base Amount”); plus (ii) the product of the Base Amount multiplied by the percentage rate of increase in the Escalator(s) during the immediately preceding year (which product shall not be less than zero, such that the pricing in Exhibit C cannot decrease under this section). The Escalator(s) will
be calculated utilizing the Escalator(s) published the month prior to the anniversary of the Trigger Date compared to the equivalent month from one year earlier to determine the escalation. For example, if the Trigger Date occurs in January 2015, the Escalator(s) will be calculated by comparing December 2013 and December 2014 figures.
“Escalator(s)” means the following:
i. For SaaS/Services: three percent (3%). ii. For Water Meters: three percent (3%).
iii. For all other goods and services: three percent (3%).
iv. For Installation Services: CPI, which means the Consumer Price Index for Urban Wage Earners and Clerical Workers for the San Francisco-Oakland-
San Jose area, published by the United States Department of Labor Statistics (CPI) which is published most immediately preceding the commencement
of the Installation Services Trigger Date and each Installation Services Trigger Date anniversary thereafter. Notwithstanding the foregoing, in no event
shall Sensus’ compensation rates for Installation Services be increased by an amount exceeding five percent (5%) per year.
v. Any Escalator increases called forth in this Agreement shall be calculated to the third decimal point (e.g. 2.576%)
Equipment. Invoices for all Field Devices, RF Field Equipment, Server Hardware and any other goods sold by Sensus hereunder shall be delivered along with the relevant goods.
Third Party Devices. In cases where CITY requests or requires Sensus to deliver SmartPoint Modules to a third party manufacturer (or any other third party), payment for
such modules is due within thirty (30) days of the invoice date to such manufacturer or other third party, irrespective of how long it takes such third party to deliver the SmartPoint Modules to CITY.
Services. Invoices for Ongoing Fees and services shall be delivered annually or monthly, as applicable, in advance. Invoices for other services shall be delivered upon completion of the applicable service.
Invoices and Payment. CITY shall pay invoices for Equipment within thirty (30) days from date of Equipment acceptance by the CITY. CITY shall pay all other invoices
within thirty (30) days from the invoice date. Sensus reserves the right to establish credit limits for City and may require full or partial payment prior to shipment of any goods or commencement of any services provided hereunder. All payments shall be made via electronic payment to the account(s) indicated by Sensus from time to time, unless
Sensus requests a change in payment methods in writing. Sensus shall ensure that, upon submittal to CITY for payment of an invoice for installation services, all
installation work for which invoices have been previously issued and payment has been received from CITY, shall be free and clear of all claims, stop notices, security interests and encumbrances. Disputed Invoices. If CITY disputes an invoice, CITY must give written notice of the dispute to Sensus within thirty (30) days of the invoice date. If CITY does not do so,
the entire invoice shall be deemed payable without reduction, set off, or claim. If CITY gives written notice of the dispute within the required thirty (30) days, it shall, at such
time as the notice is given, pay the undisputed amount of the invoice and the disputed portion shall be resolved by the parties or, if necessary, under the dispute resolution provisions of this Agreement. If it is ultimately determined that some or all of the disputed amount was payable, that amount shall bear interest from the original due date
until CITY pays it at the Interest Rate. Withholding. CITY may withhold payment on an invoice for defective goods and services.
Final Invoice for Installation Services. Upon receipt of notice from Sensus that the meters are fully deployed, communicating on the FlexNet System, and Final
System Acceptance is achieved, CITY will file a notice of completion with the County Clerk within fifteen (15) business days after Final System Acceptance. Before CITY authorizes the final payment for installation services, Sensus shall have completed the installation services in accordance
with this Agreement and all applicable standards of care and Sensus shall meet the following requirements with its invoice, together with supporting
documentation:
Delivery by Sensus to CITY of an affidavit, signed under penalty of perjury, stating that all workers and persons employed, all firms supplying the
materials, and all subcontractors have been paid in full; and that there are no bills outstanding against the work for either labor or materials, except
certain items, to be set forth in such affidavit covering disputed claims or items in connection with which notices to withhold have been filed under the
provisions of the statutes of the State of California.
All rubbish, tools, scaffolding and surplus materials and equipment have been removed from the installation and warehouse sites.
Submission of conditional releases of claims and stop notices from Sensus and its Subcontractors with no reservation of rights for disputed claims or
amounts.
If a stop notice(s) is received by the CITY after the notice of completion has been filed and prior to final payment for installation services, the CITY
shall withhold the amount specified in the stop notice plus reasonable cost of any litigation pursuant to Civil Code Section 9358 from the final payment
unless Sensus, at its option, instead supplies a stop notice release bond in the amount of 125% of the stop notice amount from a surety acceptable to
the CITY.
Acceptance of final payment for installation services by Sensus shall constitute a complete waiver of all claims, except those previously made in writing and identified by Sensus as unsettled at the time of the invoice for final payment of installation services.
Taxes. All prices quoted are exclusive of federal, state and municipal taxes. CITY shall be liable for all sales, use and other taxes (whether local, state or federal) imposed
on this Agreement or the goods, services, licenses, and/or other rights provided to CITY hereunder. Sensus shall be responsible for payment of all taxes, fees, contributions or charges applicable to the conduct of Sensus’ business.
Packaging. Equipment shall be adequately contained, packaged, marked, labeled and/or provided in compliance with all applicable federal and state laws and regulations (including materials deemed hazardous); Sensus will comply with CITY’s Environmentally Preferred Purchasing and Zero Waste Requirements at no extra charge to CITY.
Shipping and completion dates quoted by Sensus are made in good faith but are not guaranteed. Address for Purchase Orders. All purchase orders shall be sent to the address listed below. Sensus may change this address at any time, upon written notice to the CITY
(such notice may be provided via email).
Sensus USA Inc. PO Box 487
Uniontown, PA 15401 Attn: CITY Service
Fax: 800-888-2403
Email: sensus.orders@xyleminc.com
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Exhibit D Statement of Work
1. DOCUMENT OVERVIEW
1.1 CONTRACT
This Scope of Work (“SOW”) will become part of the Contract Terms & Conditions for Equipment
and Installation Services (“Contract”) between CITY OF PALO ALTO and Sensus.
1.2 DESCRIPTION
This document is intended to set forth the requirements for the Project Services required to deploy
the AMI System in accordance with the Contract. The document defines the tasks, responsibilities,
and deliverables of Sensus and CITY OF PALO ALTO to support this effort.
1.3 DEFINITIONS
Term Definition
PMO Project Management Office
Project Team
Shall mean CITY OF PALO ALTO and SENSUS personnel
assigned to the Project and responsible for deliverables as
defined herein. Each party will assign their own project
manager (“Project Manager”) as part of this Project Team.
Project Definition
Document (PDD)
Shall mean the Project document defining Project framework,
roles and responsibilities, Project processes and a detailed
Project plan.
Project Plan
The deployment Project Plan including schedule jointly
developed between Sensus and CITY OF PALO ALTO.
PO Purchase Order
Stakeholder Register
Formal project register of stakeholders to the project recorded
during the stakeholder identification process.
RACI Chart
The Responsibility chart listing task assignments to the project
team members.
Prop Study The RF Propagation study
CIS The CITY OF PALO ALTO customer information system
Full Deployment Phase Means the period in which Meters purchased under this
Contract are installed within the CITY OF PALO ALTO service
territory.
Meter(s)
Shall mean meter(s) provided under the AMI Agreement
contract
MDMS Meter Data Management System
Project
Means the planned effort in relation to the Project Services
more specifically set out in this statement of work.
Routes
Shall mean a set of meters grouped together for reading and/or
route acceptance.
Set Aside Account/ RTU Shall mean an account of which all meter access commitments
were met or an account in which the service or other conditions
prohibits the installation of a meter and the account is removed
from scope.
Work Order System Shall mean the work order system utilized by SENSUS and
supplied by the installation subcontractor to install Meters.
Work Breakdown
Schedule (“WBS”) and
Project Schedule
Shall mean the Project task list and Project schedule
timeframes created to manage the Project activities.
1.4 Assumptions:
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Data received from the CITY OF PALO ALTO will be as accurate and up-to-date as
possible. Significant data discrepancies can cause changes in Scope, Schedule and /
or Budget.
There are no union requirements.
CITY OF PALO ALTO will supply all materials not previously agreed upon as
deliverables from Sensus (i.e., washers, seal gaskets, lock rings, meter bands, etc...)
Work identified by the project team as ‘out of scope’ will be managed through the
change order process.
Any ‘out of scope’ work that directly effects Scope, Schedule or Budget will necessitate
a signed Change Order before work can commence.
Sensus will be managing the physical deployment of meters in the field.
Sensus will manage the Basestation installation.
CITY OF PALO ALTO will provide route information to Sensus.
UPA will provide installed meter work order information to both CITY OF PALO ALTO
and Sensus to compare installations with network performance.
CITY OF PALO ALTO will identify any locations that are medically sensitive or deemed
unsafe, if available.
CITY OF PALO ALTO will assign sufficient staff to support the deployment.
CITY OF PALO ALTO will assist Sensus in identifying any required documentation or
identification materials the installers will need to perform work in the area.
Sensus will be providing and managing Software as a Service (SaaS) for the RNI.
2. PROJECT OVERVIEW
Sensus will install the FCC Primary Use Licensed AMI System (FlexNet) throughout the City of Palo Alto
Utility’s service territory for Electric, Water and Gas metering. In accordance with the contract this will
include, roughly 30,076 Electric meters, 24,193 Gas Smart Points, 19,513 Water Smart Points, and 10
base stations at 5 separate locations, along with providing the Sensus SaaS Head End System (RNI).
Proposed Base Station Site locations include: Montebello, Maybell Substation, Palo Alto Tank, East
Meadow Substation, and Palo Alto Pump Station (Peers Park).
2.1 PROJECT OBJECTIVES
Utilization of project management services to deploy the Sensus FlexNet AMI System
with the highest level of attention paid to quality, schedule and CITY OF PALO ALTO
satisfaction.
Deployment of meters with the highest level of attention paid to quality, schedule, and
CITY OF PALO ALTO satisfaction
Support for CITY OF PALO ALTO planned operational and business initiatives with
Sensus FlexNet AMI technology
Supporting CITY OF PALO ALTO in maximizing benefits of Sensus FlexNet AMI
technology
Enhancing CITY OF PALO ALTO operations and consumer satisfaction with Sensus
FlexNet AMI technology
Support successful integration of Sensus AMI systems with Meter Data Management
System, Customer Information/Billing System and Customer Portal initially.
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2.2 PROJECT PHASING
The project will consist of: Planning Phase, Alpha Proof of Concept Phase, Beta Proof of Concept Phase
and Full Deployment Phase.
2.3 PROJECT SCHEDULE
Phase Start Date Duration
Project Kickoff January 2022 3 Months
Alpha Proof of Concept January 2022 6 Months
Beta Proof of Concept July 2022 12 Months
Full Deployment July2023 or sooner 18 Months
3. PROJECT WORK
3.1 PLANNING (PROJECT INITIATION & DESIGN)
3.1.1 Summary
The Planning (Project Initiation & Design) phase is when the project plans are documented, and the project
deliverables and requirements are further refined. This phase is essential to set up the foundation through
the remaining phases of the project.
3.1.2 Responsibilities and Deliverables
The following table describes the activities and responsibilities required for the Planning (Project Initiation
and Design) Phase. “C” denotes a contributor to an item, and “O” denotes the owner of an item.
Ref. # Item Customer Sensus
1. Represent the AMI project team at the Project Management Office (PMO)
along with core team members as required.
C O
2. Assist CITY OF PALO ALTO with defining roles and expectations of the
AMI operations team, both the core and extended team members.
C O
3. Leverage and build an internal team of Sensus Experts assigned to
provide support.
C O
4. Assist with development of communication plan for field deployment, both
internal to the project and external to project sponsors.
C O
5. Perform Contract Requirements Analysis. C O
6. Document inventory management and RMA plan.
C O
7. Lead meter deployment workshop.
C O
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Ref. # Item Customer Sensus
8. Create Project Definition Document.
C O
9. Develop Stakeholder Register.
C O
10. Create and distribute Project Plan.
C O
11. Develop Project Schedule.
C O
12. Manage Inventory and order planning.
C O
13. Provide PO Coordination and order set-up and support.
C O
14. Work with CITY OF PALO ALTO to identify and formalize stakeholder
register and RACI Chart.
C O
15. Propagation study validation and adherence. C O
16. Design meter rate configurations. C O
17. Inventory Forecasting and Lead Time Planning. C O
18. Manage changes to infrastructure deployment plan and coordinate Prop
study rerun with Sales/RF Team.
C O
19. Facilitate Weekly Deployment Planning Team Calls and document &
distribute minutes.
C O
20. Create master project book, containing all processes and procedures
documentation (flow charts and reference documents).
C O
21. Develop Work Breakdown Schedule (WBS). C O
22. Update and finalize AMI requirements through Design workshop(s). C O
23. Test Plan Development (Alpha Proof of Concept, Beta Proof of Concept,
and Full Deployment Testing).
C O
24. Manage project collaboration software tools as needed (SmartSheet, MS
Excel Templates, Web Data Collection Forms, ProjectManager.Com).
C O
3.2 RISK IDENTIFICATION, MITIGATION, & MANAGEMENT
3.2.1 SUMMARY
The Risk Identification, Mitigation, & Management phase is the process of identifying,
analyzing, and mitigating risk. This includes planning responses to any identified risk that
arises during the project.
3.2.2 RESPONSIBILITIES AND DELIVERABLES
The following table describes the activities and responsibilities required for the Risk
Identification, Mitigation, & Management Phase.
Ref. # Item Customer Sensus
1. Lead the deployment workshop.
C O
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Ref. # Item Customer Sensus
2. Document and formalize meter installation Standard Operating
Procedures (SOP’s) as needed.
C O
3. Document installation and communication processes and procedures
related to new installs.
C O
4. Document installation and communication processes and procedures
related to performance and network analysis.
C O
5. Facilitate and document a Risk Mitigation Workshop and create a Risk
Mitigation Plan with Rank, Likelihood and Severity.
C O
6. Document and track all project risks in the project management portal,
escalating and upgrading as needed throughout the life of the project.
C O
3.3 ALPHA PROOF OF CONCEPT
3.3.1 SUMMARY
The Alpha Proof of Concept phase consists of installing 4 base station location sites: Palo
Alto Tank, Park blvd Substation, MB Substation and Montebello as well as up to 100 each of
electric meters, water and gas smart points, totaling roughly 300 meters total. This will also
include RNI integrations to MDM and life-cycle information to SAP. In addition, this will
include brief installation and water/gas module programming training from Sensus on
performing meter installations.
In addition, Sensus will cause UPA to install WOMS system & integration with CIS in Alpha
phase to be ready for CITY staff to install meters during Beta Phase.
3.3.2 RESPONSIBILITIES AND DELIVERABLES
The following table describes the activities and responsibilities required for the Execution &
Deployment Phase.
Ref. # Item Customer Sensus
1. Site walk selected Base Station location(s). C O
2. Validate the chosen locations are viable per the RF Prop Study; if not,
choose new locations and rerun the Prop Study.
C O
3. Order installation material and Base Stations.
C O
4. Identify meter locations to install.
O C
5. Obtain approvals and any necessary permitting for Base Stations, as
necessary.
O C
6. Install Base Stations.
C O
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Ref. # Item Customer Sensus
7. Stand up and configure RNI, and validate connectivity (with DEV/TEST
instance). Sensus is currently working towards ISO 27001 certification,
with the intent that this certification will be completed by end of 2021.
C O
8. Perform initial RNI training.
C O
9. Perform certification at each installed Base Station location.
C O
10. Commission the communication link between the Base Station and RNI.
C O
11. Conduct Initial training of RNI and endpoints, and provide documentation
(where applicable) for: user manuals for the AMI headend;
standard system report samples, with descriptions of input/out
parameters, and explanations of how reports are built and executed; error
code and troubleshooting documentation; system documentations
concurrent with the software environment; and system acceptance test
plan.
C O
12. Perform integration of the RNI to/from the MDMS to exchange all meter
event data, reads, and initiation of remote commands.
C O
13. Test the RNI data integration and transfer to the customer information
system.
C O
14. Provide Alpha POC meters and endpoints.
C O
15. Install Alpha POC meters and endpoints.
O C
16. Perform Alpha POC testing and approval. O C
3.4 BETA PROOF OF CONCEPT
3.4.1 SUMMARY
The Beta Proof of Concept phase consists of installing any remaining base stations, and
installing additional meters up to 1,000 each of electric meters, water and gas smart points,
totaling roughly up to 3,000 meters total, this phase will also include any outstanding
integrations required to meet the integration architecture.
3.4.2 RESPONSIBILITIES AND DELIVERABLES
The following table describes the activities and responsibilities required for the Execution &
Deployment Phase.
Ref. # Item Customer Sensus
1. Site walk any additional Base Station location(s) if any. C O
2. Validate the chosen locations are viable per the RF Prop Study; if not,
choose new locations and rerun the Prop Study.
C O
3. Order installation material and Base Stations.
C O
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Ref. # Item Customer Sensus
4. Obtain approvals and any necessary permitting for Base Stations, as
necessary.
O C
5. Install Base Stations.
C O
6. Perform certification at each installed Base Station location.
C O
7. Commission the communication link between the Base Station and
FlexNet Head End System.
C O
8. Perform field training and refresher RNI training.
C O
9. Identify meters to install. O C
10. Provide route information to UPA. O C
11. Provide Beta POC meters and endpoints. C O
12. Install Beta POC meters and endpoints.
O C
13. Perform Beta POC testing and approval. O C
3.5 FULL DEPLOYMENT
3.5.1 SUMMARY
The Full Deployment phase consists of installation of the remaining meters and endpoints,
validation of network performance, optimization, system acceptance testing, and project
closeout.
3.5.2 RESPONSIBILITIES AND DELIVERABLES
The following table describes the activities and responsibilities required for the Full
Deployment Phase.
Ref. # Item Customer Sensus
1. Gain formal project plan approval.
C O
2. Provide refresher training sessions for installers and AMI head end
system operators.
C O
3. Facilitate and send out minutes of weekly project meetings that may
include:
i. Network Deployment
ii. Meter Installation Updates/Issues
iii. Route Planning
iv. Leadership Update Meetings
C O
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Ref. # Item Customer Sensus
4. <Monthly> email reports of overall project metrics and KPIs including
meter installations (as reported and verified with RNI), network
performance, and issue tracking & resolution. CITY can request weekly if
desired.
C O
5. Coordinate and support CITY OF PALO ALTO through acceptance
testing.
C O
6. Manage and communicate all software and AMI system implementation
related issues via the Sensus Ticket system and the Project Action Item
Tracker.
C O
7. Manage Sensus Internal experts for resolution on any network
implementation issues or concerns.
C O
8. Manage the delivery of meters, endpoints, and other equipment, including
ordering, shipping, RMA, and programming of meters, endpoints, and
other equipment, as required by the AMI Agreement.
C O
9. Manage and coordinate delivery of antennas, coaxial and other network
related materials as required by the AMI Agreement.
C O
10. Review Equipment and Hardware Configurations and Forecast/Orders.
C O
11. Adhere to the Business Requirements of the AMI Agreement.
C O
12. Lead the Solutions Architecture/RNI Systems Integration development.
C O
13. Manage the First Article Test Plan as provided under the AMI Agreement. C O
14. Provide and perform in accordance with the training requirements and
approach.
C O
3.6 CONTRACTOR MANAGEMENT
3.6.1 SUMMARY
Contractor management includes the management of deliverables from subcontractors
including the methods and work to ensure quality and project completion within the project
schedule and budget.
3.6.2 RESPONSIBILITIES AND DELIVERABLES
The following table describes the activities and responsibilities required for Contractor
Management.
Ref. # Item Customer Sensus
1. Quality control plan development and execution. C O
2. Cost control plan development and adherence.
C O
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Ref. # Item Customer Sensus
3. Coordinate development, testing, and final file specifications for mass
meter change out file between installation contractor and CITY OF PALO
ALTO CIS System including
i. vendor specifications
ii. test plan and execution results
iii. data verification prior to production billing
processing
C O
4. Coordinate the development of the formal claims process. C O
5. Create a Facility & Logistics Plan and Communication Plan (External &
Internal).
C O
6. Document and formalize meter installation Standard Operating
Procedures (SOP’s) created during Planning phase.
C O
7. Document and develop processes and procedures related to field
installations based on CITY OF PALO ALTO direction including RTU
(Return to Utility) and Assists.
C O
8. Work with CITY OF PALO ALTO and Installation Contractor to ensure
Installation Safety Program and appropriate PPE is in place.
C O
9. Design and execute route deployment plan for meter installation around
coordinated black out window calendar with CITY OF PALO ALTO.
C O
10. Schedule and assist with delivery of meters and equipment including
ordering, shipping, RMA, storage, installation, disposal and programming
of meters and equipment as needed.
C O
3.7 MONITORING & CONTROLLING
3.7.1 SUMMARY
The Monitoring and Controlling phase involves the processes designed to identify, monitor,
and deploy the controls and risk mitigation strategy. This phase is critical to ensuring the
project remains within scope, on time, and on budget.
3.7.2 RESPONSIBILITIES AND DELIVERABLES
The following table describes the activities and responsibilities required for the Monitoring &
Controlling Phase.
Ref. # Item Customer Sensus
1. Manage Change Order Requests and present for formal approval.
C O
2. Monitor Installation actual vs estimate trending to ensure on schedule
completion
C O
3. Implement, track, and manage all project related issues from
identification to resolution in formal project tracking logs.
C O
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Ref. # Item Customer Sensus
4. Review and discuss all changes for schedule/scope/budget impact with
Project Leadership team.
C O
5. Develop Key Performance Indicators (KPIs) which are based on Project
daily, weekly and monthly goals and/or objectives including:
i. Installation actual vs estimate trending
ii. Software Implementation & Integrations
iii. Material Completion Forecasting
C O
6. Provide weekly project status reporting of Progress, Problems, and
Plans (3P Report).
C O
7. Monitor and report on network performance, meter/endpoint
performance, identify meter/endpoint issues, develop plans/proposals
and solutions based on findings including:
iv. Network Data Validation
v. Read Interval Success %
vi. Meter Profile/Configuration Confirmation
C O
8. Optimize the read performance of all endpoints C O
3.8 ACCEPTANCE TESTING
3.8.1 SUMMARY
The Acceptance Testing phase is to ensure the solution by the project meets the
requirements (both functional and non-functional) as specified in the contract and
requirements.
3.8.2 RESPONSIBILITIES AND DELIVERABLES
The following table describes the activities and responsibilities required for the Acceptance
Testing Phase.
Ref. # Item Customer Sensus
1. Development of Final System Acceptance Test Plan based on the System
Acceptance Criteria outlined Exhibit E.
C O
2. Formal System Acceptance Test Design. C O
3. Draft and facilitate approval and consensus of SAT Definitions.
C O
4. Coordinate and manage timeline and completion of SAT Testing. C O
5. Facilitate and coordinate final acceptance testing approval. C O
6. Develop and maintain a requirements traceability matrix, based on the
AMI Requirements outlined in Exhibit E.
C O
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3.9 COMPLETION
3.9.1 SUMMARY
The Completion phase is focused on achieving and releasing the final deliverables,
releasing project resources, finalizing project documentation, and providing transition
support for post project operations.
3.9.2 RESPONSIBILITIES AND DELIVERABLE
The following table describes the activities and responsibilities required for the Completion
Phase.
Ref. # Item Customer Sensus
1. Manage project wrap-up including:
i. RMA assistance
ii. Route Review & Sign-off of network
performance
iii. CITY OF PALO ALTO Assistance with
MySensus Portal (if needed)
iv. Review and close out of outstanding claims (if
applicable)
C O
2. Assist and facilitate transition training for CITY OF PALO ALTO to
ongoing customer support
C O
3. Review of contacts and available resources for ongoing support and
information
C O
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Exhibit D Statement of Work
Section 1 – Basestation Installation, Configuration, and Backhaul
1. DOCUMENT OVERVIEW
1.1 CONTRACT
This Statement of Work (“SOW”) will become part of the Contract Terms & Conditions for
Equipment and Installation Services (“Contract”) between CITY and Sensus.
1.2 DESCRIPTION
This document is intended to set forth the requirements for the installation of a Sensus M400B2 at
CITY The proposed site will be installed per this Statement of Work. This document provides a
description of all work to be performed based on requirements developed during the site walk by a
Sensus approved Base Station Installation Contractor and the assigned Sensus Project Manager.
Any deviation from the RF design hereafter referred to as the Propagation Study (Exhibit G) with
respect to antenna height, antenna azimuth, cable types/lengths, or grounding will require prior
approval from Sensus RF Network Design Engineer or Project Manager.
The installation contractor will perform a daily tailgate Safety and Environmental briefing prior to the
start of every site installation.
Sensus and Diversified Communication Services agree to maintain all requisite licenses,
certifications and Workers Comp Certificates of Insurance current and good standing. In the event
any of these articles lapse all work must stop until such time that currency is restored.
Where required Sensus and Diversified Communication Services agree to comply with governing
agencies requirement to pay prevailing wages and document to the agency and Sensus of all
required certified payroll documents.
Diversified Communication Services agrees to comply with all CITY safety and security practices
such as the wearing of Personal Protective Equipment (PPE).
It is assumed for the purpose of this SOW that the installation of the M400B2 that the vertical asset
used will be CITY provided.
1.3 DEFINITIONS
Term Definition
Cat 6 Standardized twisted pair cable for Ethernet rated to 10 gig bits
per second.
dB Decibel (dB) is a logarithmic unit of measure
FBS FlexNet Base Station
GPS Global Positioning Satellite
H Frame Two Rectangular aluminum or steel frames, braced with cross
bracing used a flexible transceiver mounting structure.
RF Radio Frequency
VAC Voltage, Alternating Current
Vertical Asset Mono Pole, Communication Tower, Water Tank, Building or
any structure for which an Antenna(s) and supporting
components will be affixed.
VSWR Voltage Standing Wave Ratio, a measure of reflective power at
the antennae.
1.4 ASSUMPTIONS:
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City will file PWC-100 with California DIR
2. PROJECT OVERVIEW
Sensus will work with Diversified Communication Services and CITY to perform site surveys of the 5 site
locations and install 10 separate M400B2 Basestations at the 5 locations identified in the Sensus
propagation study. Current Base Station Site locations include: Montebello, Maybell Substation, Hale Well,
Palo Alto Pump Station (Peers Park) & East Meadow Substation. Sensus will provide Turn-Key installation
of the M400B2 base stations, which includes both the Base Station Installation as well as the certification
and commissioning process. Turn-Key Installation Includes any necessary labor, materials, and equipment
required to realize a functioning network base station and head-end software system. CITY will only be
responsible for electric power availability at the M400 Cabinet, cost of consumption at the sites, and Fiber
Backhaul. If City of Palo Alto choses to have Sensus manage the backhaul, Sensus will deliver cellular
backhaul modems at the pricing in Exhibit C.
2.1 PROJECT OBJECTIVES
This Statement of Work describes the roles, responsibilities, processes, workflow, personnel
identification, and communications between working groups to ensure the successful installation and
necessary hand-offs between specific entities associated with all FlexNet Base Stations. It touches on
site prospecting and propagation studies and provides a Base Station worksheet and general site
requirements. For additional technical details or installation requirements reference the applicable
Base Station Installation Manual or Reference guide below.
M400 Installation Guide (AIG-10014-04)
M400 Reference Guide (ARM-10009-03)
R100NA Installation Guide (AIG-10053-05)
3. PROJECT WORK
The following table describes the activities and responsibilities required for Base Station installation.
RESPONSIBILITIES
Customer
Sensus
1. The following site preparation activities will be performed by either CITY
OF PALO ALTO or Sensus as indicated, prior to installation activities: O O
2. Install conduit from power source on site and provide a dedicated
120VAC/15A circuit terminated at a junction box at the Base Station
vertical asset mounting location.
O C
3. Install conduit from power source on site and provide a dedicated
120VAC/15A circuit terminated at a junction box at the base of the new
City of Palo Alto pole
O C
4. Install the M400B2 transceiver cabinet on mounting structure, e.g. City of
Palo Alto pole, H frame, or wall mount at “man height”.
C O
5. Connect grounding bus bar of M400B2 transceiver cabinet to the existing
grounding grid or ground rods
C O
6. Run transmission cable with jumpers at cabinet and antenna ends of the
main transition cable.
C O
7. Mount M400B2 antenna specified at the designed centerline, elevation,
and azimuth per the propagation study
C O
8. Make all cable and antenna connections and weatherproof.
C O
9. Verify that the Base Station is grounded IAW with the M400B2
Basestation Installation Documentation
C O
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10. Sweep the antenna and coax system; install the GPS antenna; Install a
Polyphaser on the GPS cable and mast as needed. Capture JPG of the
sweep for the record.
C O
11. Perform screen capture of antenna sweep and provide along with as built
documentation.
C O
12. Configure transmit mode for multi sync transmit operation. C O
13. Verify proper configuration, IP Address and Default Gateway of the
Transceiver and Cordex Power Controller if applicable.
C O
14. Connect Transceiver Ethernet Port to the modem or router RJ-45 using
Cat 6 cable.
C O
15. Connect modem to 24 VDC, 3A ancillary power strip. C O
16. From command line on the transceiver PING IP Address 8.8.8.8 or other
CITY OF PALO ALTO network address to test Backhaul performance.
C O
17. Verify Base Station Transmitter Operation Does Not Cause Any “Red
Light” Failures.
C O
18. Measure Transmitter power output C O
19. Normal Channel Reception Confirmed C O
20. Noise verification, record, low, high and average readings ensuing <15 dB C O
21. Perform receiver Sensitivity and Calibration Measurements C O
22. Measure Voltage reading from GPS port on rear of transceiver. C O
23. Measure and record VSWR @ Receive Frequency. C O
24. Measure and record VSWR @ Transmit Frequency C O
25. Open “FBS COMMISIONING” ticket by email to
techservices.support@xylem.com or contacting (800) METER IT (638
3748)
C O
26. Perform Base Station Certification and deliver documentation to CITY OF
PALO ALTO
C O
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Exhibit D Statement of Work
Section 2 – Sensus Professional Services and Integration
4. DOCUMENT OVERVIEW
Sensus plans to deliver the integration work outlined in the RFP, we will support or lead an integration
workshop with Palo Alto to understand the preferred integration methods and work to execute those as it
pertains to the Sensus system.
As the AMI and MDMS components of the Project are tightly coupled through integration, and as these
components are being implemented concurrently through separate contracts, the following table has been
developed to establish mutual obligations and co-dependencies between the services and systems being
provided by the respective vendors for these components. This table outlines tasks (including integration
services, with specifications listed if already identified) and denotes which parties are the owners ("O") or
contributors ("C") of specific activities.
The City of Palo Alto shall be ultimately responsible for obtaining and coordinating adequate participation
of the MDMS vendor to contribute to the listed tasks.
The tasks and integrations identified in this table will be superseded by any changes that occur and are
mutually agreed-upon by all parties during the kickoff and workshopping tasks outlined in the SOW.
Sensus will not be held liable for non-compliance as a result of the MDMS contract not being executed.
Work
Category Activity Customer Sensus
MDMS
Provider
Service Develop Project Schedule. C O C
Service
Design meter rate
configurations. C O C
Service
Update and finalize AMI
requirements through
Design workshop(s). C O C
Service
Test Plan Development
(Alpha Proof of Concept,
Beta Proof of Concept, and
Full Deployment Testing). C O C
Service
Perform integration of the
RNI to/from the MDMS to
exchange all meter event
data, reads, and initiation of
remote commands. C O C
Service
Perform Alpha POC testing
and approval. O C C
Service
Perform Beta POC testing
and approval. O C C
Service
Formal System Acceptance
Test Design. C O C
Service
Draft and facilitate approval
and consensus of SAT
Definitions. C O C
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Work
Category Activity Customer Sensus
MDMS
Provider
Integration
- SFTP CMEP Read File C O O
Integration
- SFTP CMEP Voltage File C O O
Integration
- SFTP CMEP Event File C O O
Integration
-
MultiSpeak
4.1 Real-Time Events C O O
Integration
-
MultiSpeak
4.1 On-Demand Read C O O
Integration
-
MultiSpeak
4.1 Remote Disconnect C O O
Integration
-
MultiSpeak
4.1 Remote Connect C O O
Service
To Kick Off project and
establish successful working
relationship C C O
Service
To obtain detailed
agreement on Project Plan C C O
Service Conduct Discovery Sessions C C O
Service
To write associated test
cases that Customer would
execute for acceptance of
the Solution O C C
Service Integration Testing C C O
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5. PROJECT WORK
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Exhibit D Statement of Work
Section 3 – Meter Installation Services
1. Project Introduction
City of Palo Alto (CITY) requires installation services in support of its Advanced Meter Infrastructure
(AMI) project. The project Full Deployment Phase installations will take place over a planned 20-month
period.
Sensus, through its subcontractor meter installation vendor Utility Partners of America (UPA), will
provide installation services, contract management, field-project management, inventory management,
data management, call center services and a quality assurance program. Sensus shall also provide
through UPA a uniform vehicle fleet, hand tools, uniforms, personal protective equipment, performance
reports and the use of EnSight Plus Work Order Management System (WOMS).
Sensus, through our subcontractor installer UPA, will install Advanced Metering Infrastructure (AMI)
equipped electric, water, and gas meters and retrofit modules in accordance with the Statement of
Work and Exhibit C – Pricing.
2. Common Terms
Term Definition
AMI Shall mean Advanced Metering Infrastructure, specifically Sensus Advanced
Metering Infrastructure, a system in which Sensus network elements communicate
commodity measurements such as consumption data throughout the day
Blackout Period Shall refer to a temporary period in which access to a particular route is limited or
denied. Usually coincides with a reading of current meters so as to not interrupt the
Utility’s billing cycle
C&I Accounts Shall mean Commercial and Industrial Accounts
CC Shall mean Can’t Complete the work order to install a meter or module due to a
temporary obstruction.
CIS Shall mean Utility’s Customer Information Systems (SAP).
Custodial Care Custodial Care is exclusive physical control supported by documentation.
Documentation will take the form of a signed bill of lading or a documented
inventory transfer.
Phase Shall mean a Period of Performance
GPS Shall mean Global Positioning System, a method to identify the longitude and
latitude of a location
Meter(s) Shall mean meter(s) provided under this Agreement (i.e., electric meters)
Network Elements Shall mean endpoint devices that comprise the Sensus AMI System, including but
not limited to electric meters.
POC Proof of Concept phase
Project Shall mean the delivery of the Full Deployment Phase.
Project Stakeholders Shall mean Utility, UPA and Sensus personnel assigned to the Project and
responsible for deliverables as defined herein.
Utility Intervention
Required (UIR)
Shall mean a work order where due to any of the following reasons, Utility
Intervention is Required (UIR): UPA’s Due Diligence Plan is complete, an unsafe or
abnormal operating condition is identified, a permanent obstruction is present, a
customer refuses service, evidence of theft or tampering is present, or UPA finds
that the work order is found-complete upon arrival.
Return to Utility (RTU) Shall mean a completed work order that is returned to the utility for service due to
an unsafe or abnormal operating condition, customer refusal, permanent
obstruction, theft or due to an inability to gain access to the meter after the approved
meter-access strategy is employed.
Routes Shall mean a set of meters grouped together for manual meter reading and/ or
replacement operations
SOW Shall mean the Statement of Work or Scope of Work.
Utility Shall mean (City of Palo Alto) or (CITY).
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Work Order Management
System (WOMS)
Shall mean EnSight Plus (EnSight +), the work order system utilized by UPA to
facilitate the completion of work orders.
Agreement Shall consist of the Professional Service Agreement and the Statement of Work and
all applicable Exhibits.
3. Place of Performance
The work will be performed within CITY’s Service Territory.
4. Period of Performance
The meter installation services referenced herein will begin after the Agreement is executed and formal
Notice to Proceed for the mass meter deployment is issued by CITY. Sensus and our subcontractor
installer UPA will require at least sixty (60) days after formal Notice to Proceed to mobilize before the
commencement of the work. The meter installation services will continue until the installation work
associated with the project is complete. NTP will be issued towards the end of Alpha phase, to get access
to WOMS/training for Palo Alto staff installing meters for Beta phase. NTP to secure warehousing/staging
area and mobilizing full crew for Full Deployment will be given with ninety (90) days notice.
5. Scope of Work
The scope of work will be performed during the Period of Performance and in accordance with the
provisions, requirements and assumptions listed in Section 6 and Exhibit C - Pricing. The scope of work
includes:
Planning and Support Phase:
o Planning support (discussions, meeting participation and presentations will be conducted as
needed via conference call or web conference)
Developing and drafting work plans
Other strategic planning (routes, standard operating procedures, customer
communications, branding, safety, training, etc.)
Sending and receiving documentation
WOMS development and testing
o Site visit and assessment (to include storage facility, office, parking, etc.)
o Support of one on-site kickoff meetings that will take place during the week prior to the
commencement of the Full Deployment Phase installations.
o Alpha Proof of Concept Support
Configuring the WOMS
Performing integration of the WOMS to/from the SAP HANA module to provide
exchange of Work Order information
Providing adequate documentation of the WOMS, including guides on information
access and key performance indicators or reports generated
o Beta Proof of Concept Support
Hiring adequate numbers of qualified personnel to staff installation services for Full
Deployment
Acquiring adequate heavy equipment, space, and office/staging/warehousing
facilitates to facilitate the installation services to be provided for Full Deployment
o Support of weekly status meetings during the Full Deployment Phase.
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Full Deployment Phase: Sensus and subcontractor UPA will support the Full Deployment Phase over a
18 month period, beginning in 2023 (estimated). Included in the scope of work are: installation labor (10
installers), contract management, field project management, inventory management, data management,
call center services, travel expenses, a uniform vehicle fleet (approximately 12-14, depending on need and
scheduling), tools, uniforms and use of UPA’s Work Order Management System (WOMS).
The scope of work will be performed in accordance with the provisions, requirements and assumptions
listed in Section 6.
6. Provisions, Requirements and Assumptions Related to the Scope of Work
The scope of work includes installation services, contract management, field-project management,
inventory management, data management, call center services and a quality assurance program. Sensus
and subcontractor UPA will source a warehouse facility during the Full Deployment Phase. Sensus and
subcontractor UPA will also provide a uniform vehicle fleet, tools, uniforms, personal protective equipment,
performance reports and UPA’s Work Order Management System (WOMS), titled Deployment Automation
System which will interface with CITY’s CIS/AMS.
6.1 UPA Provisions & Requirements
UPA will provide the following:
ID UPA Provision Requirement
6.1.1 Installation Services Sensus and UPA will staff the project with trained and qualified
installation technicians. Installation technicians will be pre-qualified by
UPA and interviewed by UPA’s Field Project Manager. Those
applicants that are deemed pre-qualified will be subjected to a Motor
Vehicle Record "MVR" Check, a nationwide background check (last
seven (7) years), a sexual offender registry check, and a 5-panel drug
test.
Applicants who pass Sensus and UPA’s screening process will be
extended an offer letter. If the offer letter is accepted, the applicants
will be hired and asked to report for training on a specific date and
time. Once hired, new associates will be trained and qualified to
ensure they are qualified to work in a safe and effective manner.
Sensus and UPA will deploy a trainer who will administer a classroom
training course. Classroom training will encompass but is not limited to
the following topics: work safety, avoiding hazards, defensive driving,
SOW review, tools and hardware review, work order management
training, installation techniques, tamper and theft, unsafe conditions
and meter reading. Field training will follow classroom training.
Installation Technicians deemed qualified once they have
demonstrated all the necessary installation and safety techniques and
they have passed a final exam.
Installation technicians will perform the installation services associated
with the SOW and in accordance with the manufacturer’s
recommended installation specification. UPA will employ one (1) field
supervisor for every ten (10) to twelve (12) installation technicians.
Installation technicians will be subjected to UPA’s Quality Assurance
Program.
6.1.2 Project Management UPA’s Project Delivery Manager (PDM) will represent Sensus as it
pertains to the meter installation work during planning and project
status meetings and will maintain project budgets, project tracking and
change management tools. The PDM will have the authority to develop
and administer all aspects of UPA’s Statement of Work with Sensus, to
negotiate with Sensus on UPA’s behalf, and develop solutions with
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Sensus for unforeseen challenges that arise during the Period of
Performance in cooperation with the Project Stakeholders.
6.1.3 Operations Management
UPA’s Field Operations Manager (FOM) responsibilities include
managing the day-to-day aspects of the meter installation field
operations including, but not limited to: safety management, quality
control, personnel management, inventory management, schedule
management and SOW adherence, and customer claims and
complaints.
The FOM will live and work in Utility service territory during the Full
Deployment Phase. The FOM will be supported by a Field Supervisor
or a Senior Field Operations Manager (SFOM) any time the FOM is
schedule to be offsite (vacation, etc.).
The FOM will be tasked with ensuring that installation services are
carried out in a safe and professional manner that complies with the
SOW, the manufacturer’s recommended installation specifications, and
all other applicable local, state and federal regulations.
6.1.4 Inventory Management Sensus shall cause UPA to establish its inventory control system in
anticipation of receiving, managing and reconciling allotments of
meters and installation material. UPA shall accept delivery of the
inventory. After physical delivery to the UPA-controlled site UPA shall
be responsible for storing the inventory it receives from Utility. UPA
will staff the project with an appropriate number of dedicated inventory
technicians during the Full Deployment Phase. UPA will pick, stage
and distribute meters and installation material that have been released
from quarantine by Utility to installation technicians who will sign for the
meters and installation material they receive. Meters and installation
material will be managed by UPA on behalf of CITY until the meters
and installation material are returned to Utility by way of completed
work orders or by way of documented inventory transfers.
CITY will have access to an Inventory Report via UPA’s Project Web
Portal. The Inventory Report will provide statistics regarding inventory
on hand, inventory used, inventory returned to the manufacturer
(RMA). Sensus and CITY will establish and document reordering
thresholds and lead times and UPA will utilize the Inventory Report to
alert Sensus and CITY that reordering is necessary.
6.1.5 Data Management
UPA’s Data & Dispatch Coordinator (DDC) will work closely with the
Project Stakeholders to initiate and develop project work plans such as
the Production Schedule and the Route Release Schedule. Work
plans will be submitted to Utility for review and approval. The
Production Schedule will be used to compare actual performance to
planned performance. The Route Release Schedule will be used to
facilitate the release of work orders and customer communication and
will be used to facilitate meter and installation material ordering by
Utility.
The DDC will assign work orders based on the Route Release
Schedule, the geographic layout of the available routes, the number of
Installation Technicians, CITY’s meter reading schedules and the
number of previously scheduled installation appointments. Work orders
will be organized the night before and dispatched to the field prior to
the start of the workday.
The DDC will accept completed work orders, electronically, from the
field daily. Data collected the previous day will be reviewed and
scrubbed to ensure accuracy. The DDC will submit completed work
orders to CITY two business days after the data is collected in the field.
The completed work orders will be sent to Utility electronically at the
appropriate time daily via an FTP site that UPA hosts on CITY’s behalf.
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Various performance reports are available to Utility via the Project Web
Portal.
6.1.6 Call Center Services Sensus and UPA will support the Full Deployment Phase with UPA’s
call center which consists of its primary call center located in
Greenville, SC and its overflow call center, MAP Communications
located in Chesapeake, VA.
UPA’s call center will be responsible for providing customer service,
answering Frequently Asked Questions (FAQ) (if provided by Utility
and approved to do so), scheduling installation appointments and
facilitating the customer claims process.
UPA will provide a toll-free and local exchange number that will be
dedicated to CITY for customer inbound calling and will be printed on
all customer communication material.
UPA’s call centers are staffed with trained and qualified Customer
Service Representatives (CSR) 24/7/365.
UPA Call Center supports English and Spanish speaking customers.
UPA utilizes a 3rd party translating service to communicate with
customers speaking languages other than English, Spanish and
French.
Outbound and inbound scripts will be drafted by UPA’s call center
manager and submitted to CITY for approval.
Call Center disposition reports will be available via the Project Web
Portal.
6.1.7 Quality Assurance
Program
Sensus and UPA will provide a Quality Assurance Program which
includes auditing 100% of the installation work performed by new
associates during their first 3 working days of employment and a
percentage of the installation work performed by all installation
technicians thereafter.
UPA will also audit 100% of the photographs taken in the field,
verifying several recorded meter attributes and the recorded meter
read, before the completed work order is returned to the Utility.
UPA’s Field Project Manager and its Field Supervisors will perform
random Quality Audits throughout the Period of Performance to
maintain quality and adherence to UPA’s Standard Operating
Procedures (SOP).
6.1.8 Uniform Vehicle Fleet UPA will provide and maintain an appropriate number of work vehicles
suited to facilitate the SOW. UPA’s work vehicles will be labeled with
an approved semi-permanent decal that identifies UPA as an approved
Utility contractor.
6.1.9 Tools UPA will provide its personnel with applicable tools necessary to
complete the SOW.
6.1.10 Uniforms UPA will provide its Installation Technicians with uniforms and ID
badges
6.1.11 Personal Protective
Equipment
UPA will provide its personnel with applicable Personal Protective
Equipment to ensure they can complete the requirements associated
with the SOW safely.
6.1.12 Performance Reports UPA will provide performance reports generated from its WOMS and
made available to CITY via Project Web Portal. Performance Reports
will include, but are not limited to:
EnSight+ Dashboard Report
Production Schedule
Route Status Report
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Quality Audit Report
Returned To Utility (RTU) Report Utility Intervention Required (UIR) Report Claims Resolution Report Call Center Report
Inventory Report
6.1.13 Work Order
Management System
Sensus and UPA will provide UPA’s Work Order Management System
(WOMS), titled EnSight Plus (EnSight+) for use by its personnel and
during the Period of Performance.
UPA will provide its Work Order Management System (WOMS)
hardware (handheld computers) for use by its associates.
EnSight+ is a file interfaced work order management system
comprised of both hardware and software used to facilitate the
completion of work orders.
In collaboration with Utility, UPA will gather requirements and design a
workflow to record and validate information associated with each work
order. The workflow will offer various collection method options
including drop down menus, checkboxes, scannable text fields and
free form comment fields. The workflow will also accommodate photo
documentation and GPS collection.
UPA will design the workflow to enforce data integrity and to
accommodate real-time data validation.
UPA and Utility will jointly define and test the workflow requirements,
the associated field lengths, and the file formats in an effort to facilitate
the transference of data between EnSight+ and Utility’s CIS/AMS.
UPA will build the workflow and the associated file that it will use to
transfer data to Utility’s CIS to meet the specification agreed to by both
UPA and Utility.
All requirements gathering, design and testing services will be
performed remotely via conference call or web conference.
UPA will provide a sufficient number of handheld computers. Each
handheld computer will be pre-loaded with UPA’s EnSight+ software.
UPA will provide regular maintenance of EnSight+ software and
hardware and continuous IT support during the Period of Performance.
Maintenance and IT support will be provided remotely.
EnSight+ is currently working towards SOC 2 certification, with the
intent that this certification will be completed in early 2022.
6.1.14 Warehouse Sensus and UPA will provide a warehouse facility of appropriate size in
Utility service territory.
6.1.15 Waste Disposal UPA will be responsible for the disposal of all trash, cardboard,
removed meters, debris removed from site, and any material UPA
removes from Utility service territory on Utility’s behalf, abiding to City
and State policies and regulations on disposal.
6.1.16 Meter Salvage Sensus and UPA will arrange for regular pick up of accumulated
legacy meters for disposal. Due to the high volatility of the metals
market, Sensus and UPA may negotiate fixed or market variable rates
on a per meter or per pound basis with the scrap vendor. For each
scrap load, Sensus and UPA will remit 50% of the received scrap
proceeds, net of any costs and fees, in the form of an invoice credit
within 30 days.
6.1.17 Insurance Coverage Sensus and UPA will maintain adequate insurance coverage (outlined
in the Agreement) to cover CITY, UPA employees, UPA vehicles, and
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the meters and installation material in UPA custodial care. Custodial
care is defined in Section 2 – Common Terms.
6.1.18 Warranty Sensus and UPA will provide a 12-Month Equipment Installation
Warranty.
Utility Partners of America (UPA) guarantees that all service work
related to the installation of the specified products (the “Products”)
substantially conforms to the Statement of Work. UPA will reinstall the
Products, in the event the service work related to the installation is
shown to have been inconsistent with the Statement of Work. Excluded
is any defect that was apparent or ascertainable at the time of the
service work related to the installation was performed.
In the event additional Product is needed, Sensus shall supply all
necessary materials, including the replacement Product.
6.2 Utility Provisions & Requirements
Utility will provide the following personnel, services, and materials:
ID Utility Provision Requirement
6.2.1 Work Orders & Customer Data CITY will provide work orders in route read sequence and a
format agreed to by CITY, Sensus and UPA. The work order
data will define the work to be completed at the premise (i.e.
meter retrofit or meter exchange) and will include the most
current customer data needed to perform the SOW.
6.2.2 Blackout Schedule CITY will provide a meter reading schedule defining the dates
when UPA cannot install meters in a specific billing cycle.
6.2.3 Inventory File CITY will provide an electronic inventory file that includes a
description and a serial number associated with all assets that
are transferred into UPA’s custodial care.
6.2.4 Customer Communications CITY will design, print, and deliver a notification letter by
route/cycle to customers two-to-four weeks prior to installation
activity. CITY will design and print door hangers for customer
notification which will be distributed by UPA after attempting to
complete a work order. UPA provided optional pricing for this
effort in the instance CITY chooses not to provide.
6.2.5 Meters and Installation Materials CITY will purchase and supply Sensus and UPA with all
Metering and Installation Materials needed to perform the
SOW. Materials to be purchased or otherwise supplied by
CITY include but are not limited to:
Metering
• Electric Meters
• Water meters
• Water meter registers
• Meter End Points
• Gas meters
• Gas Modules
Electric Installation Materials
• Meter Boots (few if any)
• Meter Rings
• Meter Seals
• Meter Keys
• Meter Locking Devices
• Maps of service territory and any established
meter reading routes
Water Installation Materials
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• Pre-drilled water meter pit lids
• Wire (cables)
• Wire connectors
• Washers and gaskets
• Flange kits
• Bolts
• Maps of service territory and any established
meter reading routes
Gas Installation Materials
• Indexes (If Replaced)
• Screws
• Maps of service territory and any established
meter reading routes
Sensus will provide Metering to meet the established
Production Schedule and Route Release Schedule. CITY will
order and provide Installation Materials to meet the established
Production Schedule and Route Release Schedule.
6.2.6 AMI Programming Devices CITY will purchase and Sensus will provide a sufficient number
of FlexNet CommandLinks (one per installer plus spares) for
use by UPA technicians.
6.2.6 Keys and Gate Codes CITY will provide keys to utility lock boxes and other utility
locks and access to gate codes needed to perform the Scope
of Work.
6.2.7 Utility Support CITY will provide expeditious support in the event that UPA
requires assistance with access, locating a meter, resolving an
exception stemming from errant CIS data, addressing a
customer concern or dealing with an abnormal operating
condition.
6.3 (Intentionally Omitted)
6.4 Scope of Work and Pricing Assumptions
ID Assumption
Scope of Work, General
6.4.1. Project pricing does not include any costs assessed by the CITY’s CIS provider (lump sum, per meter,
or otherwise) that may be required to integrate the ENSIGHT+ work order system with the CIS system.
Any fees assessed by the CIS provider will be passed through at Sensus’ cost for reimbursement.
6.4.2 Sensus’ proposal assumes that CITY will purchase all any required CommandLink devices for UPA
personnel (plus spares) necessary to perform the steps required by the AMI technology to program
and/or register the AMI modules to the network at the time of installation.
6.4.3 Sensus/UPA’s Due Diligence Plan includes as many as two (2) physical cold call attempts, the delivery
of two (2) door hangers (provided by UPA, alongside the cold calls) and three (3) phone call attempts (if
phone numbers are provided) in an effort to gain access to the meter or to schedule a customer
appointment if the meter is temporarily obstructed (i.e., behind a locked gate) before returning a work
order to the Utility (RTU).
6.4.4 Sensus assumes that less than 3% of residential meters are considered “hard-to-access” or otherwise
require an appointment to access the meter, such as meters located indoors, behind locked gates, or in
seasonal homes without access to meter. Sensus will charge an additional fee per residential meter in
excess of 3% that require an appointment, which includes the costs of scheduling and accommodating
the appointment.
6.4.5 Sensus assumes that the Utility will provide available keys for meters that are located behind locked
gates.
6.4.6 Sensus and UPA will notify CITY if UPA is unable to complete a work order due to any of the following
reasons and if CITY Intervention is Required (UIR): Sensus/UPA’s Due Diligence Plan is complete, an
unsafe or abnormal operating condition is identified, a permanent obstruction is present, a customer
refuses service, evidence of theft or tampering is present, or UPA finds that the work order is found-
complete upon arrival. If CITY intervenes and resolves the issue within 15 business days, UPA will
complete the work order as planned. If CITY does not resolve the issue within 15 business days,
Sensus and UPA will return the work order to the Utility (RTU) for completion.
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6.4.7 Work orders that are RTU’d for the aforementioned reasons will be billed at the applicable unit rate less
a 5% discount. Sensus and UPA will dispatch all RTUs to a Sensus/UPA supplied handheld that can be
used by the Utility for processing the returned work order.
6.4.8 UPA will quality audit each new employee’s work during the first 3 days and a percentage of their work
thereafter.
6.4.9 UPA will quality audit 100% of meter photographs taken in the field.
6.4.10 Sensus’ proposal is based on performing work in an efficient and sequenced manner (i.e., house-to-
house), excluding scheduled appointments and revisits. If for any reason outside of Sensus or UPA’s
control UPA is unable to perform work in an efficient and sequenced manner, all work completed by
impacted field technicians will be billed at the hourly T&M rates rather than the unit installation rates,
until work can recommence in an efficient and sequenced manner, or until a change order is
implemented that fairly and equitably addresses the inefficient and out-of-sequenced work.
6.4.11 Sensus assumes that CITY maintains and will provide for each metered account, the complete and
accurate 911-registered address information.
6.4.12 Sensus assumes that all work orders will be provided to Sensus and UPA with the route-read sequence
followed by CITY.
6.4.13 Sensus and UPA assume a seamless flow of work other than designated holidays and weather days.
6.4.14 Sensus’ proposal includes provision of a warehouse with storage and office space, including utilities,
high speed internet and adequate parking.
6.4.15 Sensus’ proposal includes storage of approximately 8 weeks’ worth of new inventory at its warehouse
location.
6.4.16 Sensus assumes old meters and materials removed from the field will be returned to UPA’s storage
facility each day and kept for no more than 30 days before disposal or relocation.
6.4.17 If scrapping and disposal services are included as part of Sensus’ scope of work responsibilities,
Sensus will identify a meter salvage/recycling vendor to provide meter scrapping services of legacy
meters. Sensus or its scrap vendor will arrange for regular pick up of accumulated legacy meters for
disposal. Due to the high volatility of the metals market, Sensus may negotiate fixed or market variable
rates on a per meter or per pound basis with the scrap vendor. For each scrap load, Sensus will remit
50% of the received scrap proceeds, net of any costs and fees, in the form of an invoice credit within 30
days.
6.4.18 Sensus assumes that the Utility will provide a location for UPA to dump the dirt and debris collected
from water and gas meter pits on a daily basis.
6.4.19 Sensus assumes it will not be responsible for extensive sorting, palletizing, labeling, or packaging of old
meters.
6.4.20 Sensus assumes that it will only be responsible for the repair of damages caused directly by Sensus or
UPA negligence.
6.4.21 Sensus assumes that CITY will provide timely assistance with unsafe meter installations or other
special circumstances.
6.4.22 Sensus assumes that if tampering or unsafe conditions are found requiring the installation technician to
wait for a utility employee to arrive, the response time will not exceed 30 minutes. Should a UPA
employee be required to stay beyond this time, Sensus assumes it will be reimbursed at a Time &
Material (T&M) rate.
Scope of Work, Electric Meter Exchange
6.4.23
Sensus assumes that all installation material including, but not limited to electric meters, seals, boots,
rings, and locking devices will be purchased and/or otherwise provided to UPA by CITY and will be
present at the time of need.
6.4.24
Sensus assumes that single phase electric meter replacements provided by Sensus or a third-party be
pre-programmed at the factory and will not require field programming at the time of installation.
6.4.25
Sensus assumes that all existing and/or new locking rings are compatible and operable. Pricing does
not include cutting, drilling or grinding of locking devices. Pricing is available upon request if not
provided in Exhibit C – Pricing.
6.4.26 Sensus assumes the Utility will provide keys for the removal and replacement of locking devices.
6.4.27 Sensus assumes residential meter replacements will not require the use of jumpers or bypasses.
6.4.28
Sensus assumes any existing bypasses on commercial services are operable and in good working
condition.If it is not operable, UPA will UIR the work order.
6.4.29
Sensus assumes that the Utility will provide a list of life support and critical load meters prior to the
project start date. Sensus or UPA will not be held responsible for customer claims where it was not
properly notified of an existing medical alert situation.
6.4.30
Sensus assumes all new meter installations will be exchanged “like-for-like” (same form and class as
existing meter), unless otherwise directed by CITY.
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6.4.31
Sensus assumes all meters are readily accessible by field technician and standard 2-wheel drive work
vehicle and are no more than 6 feet above ground level.
6.4.32
Sensus’ proposal does not include meter-base repair services. CITY will repair when required,
notification on services requiring repair can come in the form of a UIR.
6.4.33
Sensus assumes that commercial accounts will be released and available for installation on a
consistent basis throughout the project. Sensus reserves the right to open future routes early to
maintain sufficient available work orders for commercial installation crews deployed.
6.4.34
Sensus’ proposal does not include the installation of A-base adapters or K-base (bolt-in) meter bases.
Pricing is available upon request if not provided in Exhibit C – Pricing.
6.4.35
Sensus’ proposal does include replacement of a subset of meters (roughly 125) requiring collection of
more than two (2) reads, such as Time of Use (TOU) meters and bi-directional net meters. Pricing is
available upon request if not provided in Exhibit C – Pricing.
6.4.36
Sensus’ proposal does not include testing of new or removed meters. Pricing is available upon request
if not provided in Exhibit C – Pricing.
Scope of Work, Water Meter (Retrofit/Replacement)
6.4.37
Sensus assumes water meter replacements will include complete exchange of existing meter with new
meter, encoder register, and module.
6.4.38
Sensus assumes water meter retrofits will include replacement of the existing meter register with new
encoder register and module.
6.4.39
Unit rates for water meter exchanges and retrofits assumes field programming of the FlexNet radios
can be successfully achieved in 4 minutes or less, on average.
6.4.40
Sensus assumes that all installation material, including but not limited to meters, registers, modules,
nuts, bolts, gaskets, washers, flange packs, couplers, spool pieces, wires, wire connections, gel caps,
lids, and meter boxes will be purchased and/or otherwise provided by CITY to UPA and will be present
at the time of need.
6.4.41
Sensus assumes that all non-commercial water meters are located outside in pits, reasonably clean of
dirt and debris, with meter connection points exposed and less than 24” below ground level, with
unlocked access and will not require appointments (for retrofits if the meter pit debris is below the
register). In the event that the Utility’s pits are not found in the cleaned condition described, Sensus can
provide a pit cleaning service at the per meter price adder provided and will document in the work order
with before and after photos.
6.4.42
Sensus’ installation pricing for all water meter services assumes that water meters are not located in a
confined space as defined by OSHA. Meters located in confined space requiring an additional safety
resource will be charged at the Confined Space Adder provided.
6.4.43
Sensus assumes that commercial accounts (1.5-12”) will be released and available for installation on a
consistent basis throughout the project. Sensus reserves the right to open future routes early to
maintain sufficient available work orders for commercial installation crews deployed.
6.4.44
Sensus assumes modules will be mounted through existing lid (with mounting hole) or replacement lid
provided by the Utility.
6.4.45
Sensus assumes existing and new pit lids do not exceed 50 pounds in weight. Locations with oversized
pit lids may be returned to the Utility for replacement or performed by Sensus subcontractor UPA on a
T&M basis.
6.4.46
Sensus assumes replacement registers will have Sensus TouchCoupler sensors so that they may be
connected to the FlexNet modules without field splicing. Pricing for field splicing is available upon
request if not provided in Exhibit C – Pricing.
6.4.47 Sensus’ pricing assumes that water meter retrofits will not require disruption of water service.
6.4.48
Sensus’ pricing assumes that water meter retrofits will not require removal of top plates or impeller
shafts.
6.4.49 Sensus will dispose of lead seals or other hazardous waste in CITY-provided bins.
6.4.50
Sensus will attend valve training from CITY prior to turning valves, and CITY will inform Sensus of any
tools used in turning valves. Sensus and UPA will not be financially responsible for the repair of curb
stops or valves that are not fully operable or not in good working condition and are damaged when UPA
attempts to operate them in the normal course of installation. If a meter service is found with the curb
stop or shut-off valve in the “OFF” position without a physical lock, UPA will return the account (RTU) to
the Utility for completion per the RTU process described above.
6.4.51
Sensus and UPA assume we will not be held responsible for the repair of service line and equipment
damage that can be reasonably attributed to pre-existing conditions such as excessive corrosion,
plumbing irregularities, and code violations.
6.4.52
Sensus’ proposal does not include provision of or replacement of expansion connectors, meter
couplings, setters, flanges, curb stops, valves, strainers, or backflow devices. Pricing is available upon
request if not provided in Exhibit C – Pricing.
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6.4.53
Sensus assumes that water meters are on setters or equipped with standard meter connections that
can be reused during installation activities.
6.4.54
Sensus assumes that water meter exchanges are like for like, same lay and length, and no major
plumbing is required. Accounts requiring additional plumbing will be handled on a T&M basis or
surveyed and quoted on a case-by-case basis.
6.4.55
Sensus’ installation unit rates do not include additional labor or groundwork needed to access meters
(including but not limited to the cutting, removal and replacement of asphalt, concrete, or large tree
roots). Pricing is available upon request if not provided in Exhibit C – Pricing.
6.4.56
Sensus’ installation unit rates do not include repair or replacement of meter boxes or meter vaults.
Pricing is available upon request if not provided in Exhibit C – Pricing.
6.4.57
Sensus’ proposal does not include testing of new or removed meters. Pricing is available upon request
if not provided in Exhibit C – Pricing.
Scope of Work, Gas Meters (Retrofit/Exchange)
6.4.58
Sensus assumes that all installation material including, but not limited to, gas meters, meter modules,
gaskets, screws, indexes, couplings, valves, piping, etc. will be purchased and/or otherwise provided
by CITY to UPA and will be present at the time of need.
6.4.59 Sensus assumes that gas meter retrofits will not require disruption of gas service.
6.4.60 Sensus assumes that retrofits will not be limited by blackout schedule.
6.4.61 Sensus assumes existing meter indexes will be reused.
6.4.62
Retrofit pricing does not include meters with pressure or temperature compensated indexes. Pricing is
available upon request if not provided in Exhibit C – Pricing.
6.4.63 Pricing for meter retrofit services does not include painting of meters or meter sets.
6.4.64
Pricing does not include broken-screw repairs. Sensus assumes that a retrofit will be considered
complete with a minimum of three total screws intact, including the top two screws. Pricing for broken-
screw repair is available upon request if not provided in Exhibit C – Pricing.
6.4.65
Pricing does not include gas retrofits that require an adapter plate (e.g., Sprague 1A). Pricing is
available upon request if not provided in Exhibit C – Pricing.
6.4.66
Sensus assumes the Utility will provide keys/tools for the removal and replacement of locking devices
as needed.
6.4.67
Pricing does not include costs for Sensus to perform leak survey work following the meter retrofit,
whether during the same visit or a subsequent visit. Pricing is available upon request if not provided in
Exhibit C – Pricing.
6.4.68
Unit rates for gas meter exchanges and retrofits assumes field programming of the selected AMI
technology radio can be successfully achieved in 4 minutes or less, on average.
Contract & Billing Assumptions
6.4.69
Sensus assumes there are no contractual requirements pertaining to Disadvantaged Business
Enterprises (DBE, MBE, WBE or otherwise) or local area business requirements.
6.4.70 Sensus assumes there is no requirement to use unionized labor for this project.
6.4.71
Pricing does not include the provision of performance and/or payment bonds. Bonds can be provided at
a cost of 2.75% of the total contract value.
6.4.72
Sensus’ proposal excludes any contractual language assessing liquidated damage penalties or
provisions without review and acceptance by Sensus and our subcontractor installer UPA.
6.4.73
Pricing is based on a fuel price of $4.00 per gallon. In the event that fuel costs exceed $4.00 per gallon
during the project, Sensus will assess a fuel surcharge based on existing fuel prices.
6.4.74
Pricing does not include any local or state sales, use or gross receipts taxes on Sensus’ installation
services. Any taxes on Sensus’ services will be applied to each regular invoice.
6.4.75
Sensus will invoice approximately every 30 days for the services and resources provided during that
month with net 30 pay terms.
6.4.76 Sensus assumes no retainage will be withheld from payments.
6.4.77 All prices are stated in U.S. dollars.
6.4.78
Prices are firm through 12/31/22. Beginning 1/1/23, and each subsequent year, pricing is subject to an
annual 3% increase in all unit and T&M rates.
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7. Installation Procedures
A general description of services to be provided by Sensus’ subcontractor installation technicians at each
field installation site during the Period of Performance:
7.1 General Installation Procedure – Water Meter Retrofit
ID Work Requirement Water
Meter Retrofit Requirement
7.1.1 Park Safely Park Work Vehicle. Safety cones will be placed in
front and rear of parked vehicle. Technician will wear high
visibility shirt and/or vest.
7.1.2 Location and Verification The installation technician will locate the water meter and
verify the premise. Submeter GPS Coordinates provided.
Location comments to be provided.
7.1.3 Notify Customer The installation technician will attempt to notify customer
prior to performing installation work.
7.1.4 Pre-installation Inspection The installation technician will inspect the water meter pit for
any abnormal conditions, such as leaks, tamper, unsafe
conditions, or installations which will require work at the
T&M rate to complete the installation not previously
authorized (such as removal of excess shrubs). If abnormal
conditions exist, the installation technician will escalate the
issue to the respective UPA field supervisor, and then notify
Utility if judgement cannot be made to continue. UPA Field
Supervisor or installer will remain near for 30 minutes for
onsite inspection/determination by Utility. If no
determination made within 30 minutes, the location will be
Returned to Utility (RTU).
7.1.5 Pre-installation Photograph The installation technician will take pre-installation photos
as follows: (1) overview of pit, (2) pit with lid open, and (3)
register read photograph.
7.1.6 Installation The installation technician will perform the retrofit of the
water meter register and the meter box and pit lid and the
installation of the Sensus End Point in accordance with the
SOW and the manufacturers’ suggested installation
specification.
7.1.7 Endpoint Commissioning The installation technician will complete endpoint
commissioning of the new SmartPoint endpoint using the
Command Link Handheld.
7.1.8 Post installation Photographs The installation technician will take a post installation
photographs; (1) register after flow test, (2) pit after work
complete, and (3) surrounding area after work complete
7.1.9 Work Order Data Capture The installation technician will capture and validate work
order data using UPA’s work order management system.
7.1.10 Clean Work Area The installation technician will clean the work area and
remove any debris associated with the SOW so that the
work area is left in the as found condition or better.
7.1.11 Post Installation Notification The installation technician will leave a door hanger on the
front door that notifies the customer that the installation was
complete or prompts the customer to call a toll-free number
to schedule an installation appointment at a later point in
time if the installation could not be completed.
7.2 General Installation Procedure – Water Meter Exchange
ID Work Requirement for Water
Meter Exchange Requirement
7.2.1 Park Safely Park Work Vehicle. Safety cones will be placed in
front and rear of parked vehicle. Technician will wear high
visibility shirt and/or vest.
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7.2.2 Location and Verification The installation technician will locate the water meter and
verify the premise. Submeter GPS Coordinates provided.
Location comments to be provided.
7.2.3 Notify Customer The installation technician will attempt to notify customer
prior to performing installation work.
7.2.4 Pre-installation Inspection The installation technician will inspect the water meter pit for
any abnormal conditions, such as leaks, tamper, unsafe
conditions, or installations which will require work at the
T&M rate to complete the installation not previously
authorized (such as removal of excess shrubs). If abnormal
conditions exist, the installation technician will escalate the
issue to the respective UPA field supervisor, and then notify
Utility if judgement cannot be made to continue. UPA Field
Supervisor or installer will remain near for 30 minutes for
onsite inspection/determination by Utility. If no
determination made within 30 minutes, the location will be
Returned to Utility (RTU).
If during inspection, the water valve is “Found Off”,
technician will note if the valve is physically locked in the
“Off Position”.
If the Valve IS physically locked in the “Off
Position” o Installation will proceed as normal without
flushing the meter post installation.
If the Valve IS NOT physically locked in the “Off
Position” o Installation will be halted, and the account
will be Returned to Utility (RTU). or o Technician can secure the valve in the
“Off Position” using a plastic zip tie, and
then proceed as normal without flushing
the meter post installation.
7.2.5 Turn Water Off The installation technician will turn the street-side water
valve to the off position.
7.2.6 Pre-installation Photographs The installation technician will take pre-installation photos
as follows: (1) overview of pit, (2) pit with lid open, and (3)
register read photograph.
7.2.7 Installation The installation technician will perform the exchange of the
water meter and the meter pit lid and the installation of the
Sensus End Point in accordance with the SOW and the
manufacturers’ suggested installation specification.
7.2.8 Turn Water On The installation technician will turn the street-side water
valve back to the on position.
7.2.9 Endpoint Commissioning The installation technician will complete endpoint
commissioning of the new Sensus End Point using the
Manufacturer provided Handheld.
7.2.10 Flow Water The installation technician will flow water (approximately 1
gallon) from the nearest spigot (if available) to clear the
applicable water line of air or debris that may have entered
the line inadvertently during the exchange or installation
process
7.2.11 Post installation Photograph The installation technician will take a post installation
photograph and, where necessary, exception photos at
each installation.
7.2.12 Work Order Data Capture The installation technician will capture and validate work
order data using UPA’s WOMS.
7.2.13 Clean Work Area The installation technician will clean the work area and
remove any debris associated with the SOW so that the
work area is left in the as found condition or better.
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7.2.14 Post Installation Notification The installation technician will leave a door hanger on the
front door that notifies the customer that the installation was
complete or prompts the customer to call a toll-free number
to schedule an installation appointment at a later point in
time if the installation could not be completed.
7.3 General Installation Procedure – Electric Meter
ID Work Requirement For Electric
Meter Exchange Requirement
7.3.1 No Batching of Installations Installation technicians shall not adopt the practice at
locations where there are multiple meters of removing all
meters at one time. Each installation must be completed in its
entirety prior to moving to the next meter.
7.3.2 Park Safely Park Work Vehicle.
7.3.3 Location and Verification The installation technician will locate the electric meter and
verify the premise
7.3.4 Notify Customer The installation technician will attempt to notify customer prior
to performing installation work.
7.3.5 No Batching of Installations Installation technicians shall not adopt the practice at
locations where there are multiple meters of removing all
meters at one time. Each installation must be completed in its
entirety prior to moving to the next meter.
7.3.6 Photo of Site as Found Take picture of meter and surrounding area.
7.3.7 Verify Meter Seal Color Clean debris from index and cover.
7.3.8 Pre-install Note any issues/concerns. Take Pre-install photo of existing
meter face.
7.3.9 PPE Don PPE.
7.3.10 Examine Work Area
Note any signs of danger, theft, or irregularity. Take picture if
necessary.
7.3.11 Install Remove Meter Seal and Meter Ring if applicable.
7.3.12 Examine Inside of Meter Box Note any signs of excessive heating, loose connections, bent
or wide gapped lugs, corrosion, danger, theft, or irregularity.
Take picture if necessary.
7.3.13 Examine Spades on existing
Meter
Note any signs of excessive heating, corrosion, discoloration,
danger, theft, or irregularity. Take picture if necessary.
7.3.14 Voltage Check Take a voltage reading (if accessible), first reading across
both phases and then each phase to ground individually.
7.3.15 Install New Meter If the meter can, block and contents appear to be in good
condition, the tech will approach the meter can with the new
meter. The tech will test the meter for operability including
display and check for voltage on load side. If the meter is
operable, the tech will install the meter cover or meter ring
and a new tamper seal using the proper utility selected color.
7.3.16 Programming No meter programming is expected to be necessary.
7.3.17 Photo of New Meter Take picture of meter face of new meter.
7.3.18 Photo of Site as Left Take photo of new meter and surrounding area as left.
7.3.19 Work Order Data Capture The installation technician will capture and validate work order
data using the UPA’s WOMS
7.3.20 Clean Work Area The installation technician will clean the work area and
remove any debris associated with the SOW so that the work
area is left in the as found condition or better.
7.3.21 Post Installation Notification The installation technician will leave a door hanger on the
front door that notifies the customer that the installation was
complete or prompts the customer to call a toll-free number to
schedule an installation appointment at a later point in time if
the installation could not be completed.
7.3.22 Handheld Return Return the handheld to the UPA office/staging area at the end
of each day.
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7.4 General Installation Procedure – Gas Meter Retrofit
ID Work Requirement For Gas
Meter Retrofit Requirement
7.4.1 Park Safely Park Work Vehicle.
7.4.2 Location and Verification The installation technician will locate the gas meter and verify
the premise and meter number
7.4.3 Notify Customer The installation technician will attempt to notify customer prior
to performing installation work.
7.4.4 Pre-installation Inspection The installation technician will inspect the meter loop for any
abnormal operating conditions, such as leaks, tamper or
unsafe conditions. If abnormal operating conditions exist, the
installation technician will escalate the issue to the respective
Field Supervisor. The respective Field Supervisor will notify
CITY.
7.4.5 Atmospheric Corrosion Survey The installation technician will perform an atmospheric
corrosion survey and record the results.
7.4.6 Pre-installation Photograph The installation technician will take a pre-installation
photograph.
7.4.7 Installation The installation technician will perform the installation of the
Module in accordance with the SOW and the manufacturer’s
suggested installation specification.
7.4.8 Programming The installation technician will program the new Module.
7.4.9 Post installation Photograph The installation technician will take a post installation
photograph and, where necessary, exception photos at each
installation.
7.4.10 Work Order Data Capture The installation technician will capture and validate work order
data using the UPA’s DAS WOMS
7.4.11 Clean Work Area The installation technician will clean the work area and
remove any debris associated with the SOW so that the work
area is left in the as found condition or better.
7.4.12 Post Installation Notification The installation technician will leave a door hanger on the
front door notifying the customer that the installation was
complete or prompts the customer to call a toll-free number to
schedule an installation appointment at a later point in time if
the installation could not be completed.
7.5 General Installation Procedure – Gas Meter Exchange
ID Work Requirement For Gas
Meter Exchange Requirement
7.5.1 Park Safely Park Work Vehicle.
7.5.2 Location and Verification The installation technician will locate the gas meter and verify
the premise and meter number
7.5.3 Notify Customer The installation technician will attempt to notify customer prior to
performing installation work.
7.5.4 Pre-installation Inspection The installation technician will inspect the meter loop for any
abnormal operating conditions, such as leaks, tamper or unsafe
conditions. If abnormal operating conditions exist, the
installation technician will escalate the issue to the respective
Field Supervisor. The respective Field Supervisor will notify
CITY.
7.5.5 Atmospheric Corrosion Survey The installation technician will perform an atmospheric
corrosion survey and record the results.
7.2.6 Pre-installation Photograph The installation technician will take a pre-installation
photograph.
7.5.7 Bypass the Meter The installation technician will bypass the gas meter if possible.
7.2.8 Turn Gas Off If the installation technician cannot bypass the gas meter, the
installation technician will turn the utility-side gas valve to the off
position.
7.2.9 Installation The installation technician will perform the exchange of the gas
meter and the regulator (if applicable) and the installation of the
Module (if it was not pre-installed on the gas meter) in
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accordance with the SOW and the manufacturer’s suggested
installation specification.
7.2.10 Turn Gas On If the installation technician could not bypass the gas meter, the
installation technician will turn the utility-side gas valve back to
the on position.
7.5.11 Soap Test The installation technician will perform a soap test to ensure the
gas meter is sealed.
7.5.12 Programming The installation technician will program the new Module.
7.5.13 Post installation Photograph The installation technician will take a post installation
photograph and, where necessary, exception photos at each
installation.
7.5.14 Work Order Data Capture The installation technician will capture and validate work order
data using the UPA’s DAS WOMS
7.5.15 Clean Work Area The installation technician will clean the work area and remove
any debris associated with the SOW so that the work area is left
in the as found condition or better.
7.5.16 Post Installation Notification The installation technician will leave a door hanger on the front
door notifying the customer that the installation was complete or
prompts the customer to call a toll-free number to schedule an
installation appointment at a later point in time if the installation
could not be completed.
7.6 General Warehouse Procedure
Sensus’ installation pricing assumes that Sensus and subcontractor UPA will provide a facility for storage
of the Meters and associated materials throughout the project, as well as parking and a small office space
with high-speed internet for Sensus’ subcontractor installer’s crew. Sensus’ subcontractor installation
technicians will report to the UPA facility each morning to load their trucks and will return to the same
facility at the end of each day to return unused materials.
8. Exception Handling
8.1. Exceptions Due to Errant CIS/AMS Data or Data that Can Not be Verified
Exception events that result from errant CIS data will be handled in the following manner:
ID Exception Description Resolution
8.1.1 Cannot locate or gain access to
meter
CITY to dispatch crew or provide assistance via phone call to
help UPA locate or gain access to meter, UPA to install a new
meter following access or locate of meter or UIR if not located.
8.1.2 Incorrect meter on-site UPA to record as-found meter information including
discrepancy and proceed with a like for like installation
8.1.3 Can’t read meter or serial number UPA to record exception and proceed with installation. These
meters will be tagged and segregated from other used meters.
8.1.4 Reading out-of-range (high/low
failure)
UPA to record as-found meter information and proceed with
installation
8.1.5 Crossed meters – incorrect
address
UPA to notify field Utility for resolution or UIR.
8.1.6 Found Complete UPA to RTU for Found Complete.
8.2. Exceptions Due to Abnormal Operating Conditions
Exception events that result from abnormal operating conditions will be handled in the following manner:
ID Exception Description Resolution
8.2.1 Unsafe condition UPA to record exception, escalate to CITY, and remain on
site if it is safe to do so until UPA is relieved by CITY
employee. UPA will wait up to 30 minutes for relief by Utility.
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After 30-minutes the Hourly T&M Rate for out of Scope Work
outlined in the Schedule of Values will apply. If Sensus is not
contracted to resolve condition, UPA to UIR work order.
8.2.2 Work Required UPA to record exception, escalate to CITY and will wait up to
30 minutes for direction from CITY. After 30-minutes the
Hourly T&M Rate for out of scope work outlined in Exhibit C -
Pricing will apply. If Sensus is not contracted to resolve
condition, UPA to UIR work order.
8.2.3 Obstructed meter UPA to record exception. If obstruction is temporary, UPA to
leave door hanger prompting customer to schedule and
installation appointment after the obstruction is cleared. If
permanent, UPA to UIR work order.
8.2.4 Diversion/Tampering UPA will photograph and record exception, leave site and
escalate to CITY and RTU the work order.
8.2.5 Opt out Program (if applicable) UPA to record exception, refer customer to CITY for further
information and RTU work order.
8.2.6 Customer Refusal UPA to record exception and UIR work order.
8.2.7 Found Complete UPA to record exception and RTU work order.
8.2.8 Water Meter Accounts with Valve
“Off” and unlocked
UPA to record exception and UIR work order, unless alternate
approach is mutually agreed to. (i.e., UPA installing
temporary seal and documenting). UPA would then record
exception and perform normal installation without leak check
and flushing
8.2.9 Water Meter Accounts with Valve
“Off” and locked
UPA to record exception and perform normal installation
without leak check and flushing.
9. Schedule/Milestones
The list below consists of tentative schedule milestone dates identified for Utility AMI Meter Exchange
Project:
ID Milestone Milestone Dates
Contracting Phase Start End
9.1 SOW Development, Contract Execution 9/1/2020 8/31/2021
Pre-Deployment Activities
9.2 Initial IT Setup, Project Planning 8/1/2022 9/30/2022
9.3 Develop/approve call center script, postcards, door hangers 8/1/2022 9/30/2022
9.4 CIS Integration/file exchange process tested & complete 8/1/2022 9/30/2022
9.5 Proof of Concept Installation Period 10/1/2022 5/31/2023
Full Deployment
9.6 UPA Project Manager Arrives On-Site 6/1/2023 6/1/2023
9.7 Warehouse Facility Secured, Inventory System Set Up 6/1/2023 6/30/2023
9.8 Receive Initial Meter Shipment 6/1/2023 6/15/2023
9.9 Vehicle Fleet Received and Prepared for Deployment 6/1/2023 6/15/2023
9.10 Meter Installations Begin (Ramp Up Period) 7/1/2023 8/30/2023
9.11 Steady State Meter Installations Continue 9/1/2023 12/31/2024
9.12 Ramp Down/Clean Up Meter Installation Period 2/1/2025 2/28/2025
9.13 Meter Installations Complete 2/28/2025
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