HomeMy WebLinkAboutC2020-241 - 7/14/2020 - ApprovedDocuSign Envelope ID: 2DA5FBA0-411 F-4773-B15C-F828C34EF54F
DocuSign Envelope ID: C293D624-D098-47B1-A304-04877D1BB283
AMENDMENT NO. 2
TO
MASTER AGREEMENT
This Amendment No.2 is entered into in duplicate effective as of the date last signed below by and
between Aclara Technologies LLC ("ACLARA") and the City of Corpus Christi ("Customer").
WHEREAS, ACLARA and Customer are parties to a certain Master Agreement executed an October 22,
2013 (hereinafter "Agreement"); and
WHEREAS, Customer would like purchase equipment and professional services from Aclara related to its
Data Collector Units (DCU) network upgrades throughout Customer's service territory; and
WHEREAS, Customer desires to add the Aclara Wireless Network (AWN) for cellular backhaul services
to use with its Data Collector Units (DCU); and
WHEREAS, Customer desires to upgrade its unified headend software; and
WHEREAS, this Amendment modifies, alters or changes specific terms and conditions of the Agreement
to reflect the changes in services being purchased;
NOW, THEREFORE, in consideration of the foregoing premises and mutual covenants hereinafter
expressed the parties hereby agree as follows:
1. Exhibit A-1 and Exhibit A-2, Statements of Work to the Master Agreement attached hereto are
hereby incorporated into the Agreement and replace prior existing Exhibit A in its entirety.
2. Exhibit B, List of Pricing and Deliverables attached hereto are hereby incorporated into the
Agreement and replaces prior existing Exhibit B in its entirety.
3. Exhibit C, Software License Agreement to the Master Agreement attached hereto are hereby
incorporated into the Agreement and replaces prior existing Exhibit C in its entirety.
4. Exhibit D, Maintenance Agreement to the Master Agreement attached hereto are hereby
incorporated into the Agreement and replaces prior existing Exhibit D in its entirety.
5. The AWN fee will be prorated based on when the AWN service goes live. The AWN Fee shall be
due and payable to Aclara within thirty (30) days following receipt of the invoice.
6. Section 9, C. Payment is hereby replaced with the following:
"Purchaser shall pay Aclara invoices within thirty (30) days of the date thereof. Any amounts not
paid when due shall bear interest at the lesser of 1 '/z% per month or the highest amount
permitted by law until paid. The Total Fees shall not exceed $1,245,250.02 for the Initial Term."
7. Except as modified in this Amendment No. 2, the Agreement will remain in full force and effect.
SIGNATURES ON FOLLOWING PAGE
DocuSign Envelope ID: 2DA5FBA0-411 F-4773-B15C-F828C34EF54F
DocuSign Envelope ID:C293D624-D098-47B1-A304-04877D1BB283
Corpus Christi
IN WITNESS WHEREOF, the parties have executed this Amendment No. 2 as of the date last signed
below.
Aclara Technologies LLC
.—Dobu8Ig/ ed by:
Th 141,Stirt,
By
`-- /1.3b1 /CALM...
Name Tim Nel son
Title HPS VP Finance
Date 6/8/2020
City of Corpus Christi
p— DocuSigned by:
By
"—.181C3E1 7D0344F...
Kim Baer
Name
Title Director of Contracts and Procurement
7/23/2020
Date
Approved as to form _•-
p—DocuSigned by:
fit 6dittL
AItICityi ttorney
For City Attorney
7/22/2020
M2020-112 Authorized By
Council 07/14/2020
DSFlea- /
J�
ATTEST:
DocuSigned by:
Rate.G4 114444
"-37A77B20D51947D...
Rebecca Huerta
City Secretary
Page 2 of 2
DocuSign Envelope ID: C293D624-D098-4761-A304-04877D1 BB283
Aclara...
Exhibit A -1
Statement of Work
Project Name: City of Corpus Christi, TX ("Client" or "System Owner") Aclara® RF Data Collection
Unit (DCU2+) Upgrade Implementation ("Project")
This Statement of Work ("SOW") and the terms and conditions of Master Agreement (hereinafter
"Agreement") describes the Services to be provided to the Client in support of the Project as
authorized by Client signing this Statement of Work. This SOW is governed by the Master Agreement
with an Effective Date of October 22, 2013. By signing this SOW, Client represents and affirms that
it has reviewed and agrees to the terms and conditions as set forth in the Agreement, its
Attachments and Exhibits. Additional terms contained on any purchase order are hereby rejected
unless specifically agreed to in writing by the Client and Aclara.
Scope of Work
The project scope for the Aclara® RF Data Collection Unit (DCU2+) Upgrade Implementation
includes professional services (project management, coordination, existing DCU2 unit removal, and
DCU2+ network installation).
The new solution will support various uses of the components and applications defined in
Attachment 1. More detailed requirements will be developed during the requirements task of the
project, but will remain consistent with Attachment 1, unless mutually agreed by the Client and
Aclara.
This Statement of Work addresses the implementation services required by the Project. It is
mutually understood that business requirements, resources and dates may change subject to the
applicable terms of this SOW and that any such material change requested by the Client or as a
result of the Client's inability to provide agreed upon resources and perform its other
responsibilities set forth herein or the result of Client errors or omissions may result in a Change
Order.
It is understood by Aclara and the Client that any material changes to scope will be addressed
through a formal change order process. Material changes are those which specifically will impact
budget, scope, timeline and/or resources
1. Project Approach
The Aclara Services Team ("Aclara Team") assigned to this project will complete the Aclara tasks
described herein and will perform work for the Client for the duration of the Project at designated
Client facilities and from remote locations.
The scope of the services engagement for this SOW is set forth in the attached Attachment 1, hereto.
Attachment 1 also includes certain Responsibilities and Assumptions that are the responsibility of
City of Corpus Christi, TX - Exhibit A -1 - Statement of Work
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the Client. In addition to the tasks specified in Attachments 1 hereto, the Client will provide
appropriate Project resources, including but not limited to data, information, and appropriate and
cooperative personnel, to facilitate the performance of the Services. The Client shall designate a
Project Manager to work with the Aclara Team to facilitate the provision of the Services. Once this
SOW is executed, Aclara and the Client will assign resources to the Project. The Aclara Team will
work on the Project and provide support as specified by the SOW.
2. Assumptions and Responsibilities
Project Assumptions and Responsibilities are set forth in Attachment 1. Should the Client fail to
fulfill those that are applicable to the Client, the estimated level of effort, timeline and scope may
be subject to change which may result in a Change Order.
Project Entities:
• City of Corpus Christi, TX is the Client
• Aclara is AMI provider, responsible for project management and SOW as listed herein
3. Scope Estimates
Aclara will support the Client by providing a team to complete the scope of work defined in
Attachment 1.
Aclara's estimate of the level of effort is based on the following:
• Information provided by the Client to Aclara
• Aclara's understanding of the project scope, based on Client information
Should the information provided by the Client be inaccurate or should Aclara gain additional
information during the Project, the work required may be out of scope and the pricing and
schedule may be impacted. If so, the additional work will be addressed as a change to the
SOW (change order).
4. Changes
Any change to this SOW shall be subject to mutual written agreement of the parties. Aclara shall not
commence work on any such change unless and until the change has been agreed to in writing by
both parties.
City of Corpus Christi, TX - Exhibit A - 1 - Statement of Work
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DocuSign Envelope ID: 2DA5FBA0-411 F-4773-B15C-F828C34EF54F
DocuSign Envelope ID: C293D624-D098-47B1-A304-04677D1BB283
IN WITNESS WHEREOF, the parties have so agreed as of the last date signed below.
Accepted By: Accepted By:
Aclara Technologies LLC City of Corpus Christi, TX
(Aclara) (Client)
DocuSigned by: c—DocuSigned by:
Eriitt AttSOlit.
By: By noyBei7u8t784e8... \-181C3E1 4
Tim Nelson' faker
Print name: Print name:
Title: HPS VP Finance Title: Di rector of Contracts and Procurement
Date: Date: Date: 7/23/2020
Attachment 1 = DCU2+ Upgrade Implementation
Attachment 2 = Milestone and Hardware Delivery Schedule
Attachment 3 = Rate Schedule
Attachment 4 = Change Order Procedure
City of Corpus Christi, TX - Exhibit A - 1 - Statement of Work
3
Approved as to form.
DocuSigned by:
f ifl,a,tk%, RUaA.4
PPPLityBAttorney
For City Attorney
2/2020
DocuSign Envelope ID: C293D624-D098-47B1-A304-04877D1 BB283
Attachment 1
To
Statement of Work
Project Definition - DCU2+ Upgrade Implementation Project
1. Aclara RF Project Scope
Included in the purchase of the Aclara® RF Data Collection Unit (DCU2+) Upgrade Implementation
are the Professional Services efforts required for removing the existing DCU2 network, installing the
DCU2+ upgraded network, commissioning of the DCU2+ units, and performing connectivity
validation from the DCU2+ units to the Aclara headend as defined in Section 1.1. The purpose of
this document is to outline the tasks and deliverables of the Aclara Team and provide the Client an
overview of the responsibilities and time commitment that will be required of their staff.
1.1 Project Scope
Aclara will perform the implementation of upgrading selected existing DCU2 unit sites to new
DCU2+ units, as well as installing additional DCU2+ units at net new installation sites. Aclara will
work with the Client in the field design, access logistics, backhaul confirmation, installation of
needed hardware, validation of DCU connectivity, and other related activities needed to complete
the project successfully. All hardware quantities will be governed as specified per Exhibit B - Pricing
Schedule. The project scope includes:
• AMI Hardware:
• Data Collector Units (DCU2+) with associated mounting hardware kits
• Aclara Wireless Network (AWN) for DCU support, private APN, VPN and cellular data
plan, in accordance with Exhibit B
• Services:
• Overall project coordination services for the defined scope of this project
• Perform field site surveys of assets for potential DCU installations where applicable
• Removal of selected existing DCU2 units
• Installation of new DCU2+ units
• Professional Services' introduction of the Client to Aclara Technical Support and
project transition to Aclara Technical Support
City of Corpus Christi, TX - Exhibit A - 1 - Statement of Work
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1.2 Implementation Approach
The Aclara implementation approach involves the following five phases:
• Phase 01 - Project Planning and Kick Off
• Phase 02 - Requirements & Design
• Phase 03 - Configuration & Network Deployment
• Phase 04 - Transition
1.2.1 Phase 01 - Project Planning & Kick -Off
The Aclara project team will begin work upon contract execution and notice to proceed. The Aclara
project team will begin the internal preparations for the official launch of the project. The Aclara
Project Manager will coordinate and schedule the Client kick-off meeting, either remotely or onsite,
as availability permits. During this kick-off phase, Aclara and Client will define the project team
organization and introduce the teams, review the project scope and proposed timeline, review the
utility's goals and business objectives and develop the Project Communication Plan. Aclara will
introduce a Project Manager and other leaders assigned to oversee and coordinate the day-to-day
activities of all parties involved. Entry criteria for this phase to begin are defined as the signature of
the contract, the assignment of an Aclara Project Manager and setting an agreed upon project kick-
off start date. This phase is complete once the project teams have been defined, the kick-off
meeting has occurred, and the project plan has been reviewed and agreed to by both Aclara and
the Client.
1.2.2 Phase 02 - Requirements Analysis & Design
At the beginning of the implementation process, Aclara meets with the key stakeholders to confirm
the detailed functional, integration, and infrastructure requirements for the system. The Client has
expressed the desire to transition the DCU2+ network to utilize an A/C power backhaul rather than
solar, where available. Aclara and the Client will determine which of the DCU site locations will have
access to NC power. Where applicable, the Client is responsible for running needed A/C line and
connecting to a Client -provided disconnect switch. The Client will provide a six (6) foot pigtail out of
the disconnect switch. Aclara will be responsible for connecting the DCU2+ to the provided pigtail
and energizing the DCU unit. Where A/C power is not available, the DCU2+ site location will utilize
solar for power backhaul.
In coordination with the Client, Aclara will finalize all AMI product hardware as listed in Exhibit B and
submit product orders as needed.
The DCU Installation Plan documents the approach, logistics, timing, and requirements for all DCU
installations. Site surveys, propagation studies, and spectrum analysis will be completed if needed
to finalize the installation plan for the DCU2+ at existing sites, as well as the additional DCU2+ to be
installed at new sites. Aclara and the Client will jointly determine which sites of the overall existing
(78) DCU2 units in the Client's Aclara Network will be replaced and upgraded to DCU2+ units. If
needed, the Client will be responsible for securing Site Agreements for DCU locations. The Client
has selected Aclara to provide the cellular LTE backhaul via the Aclara Wireless Network (AWN).
Aclara will establish the needed private APN, VPN and cellular data plan with the AWN. Aclara will
City of Corpus Christi, TX - Exhibit A - 1 - Statement of Work
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coordinate the necessary connectivity protocols and firewall configuration to the AclaraONE
headend.
1.2.2.1 Assumptions:
The Client will provide timely review and approval of site survey data products generated in this
phase. This phase is complete upon the Client's approval of all site survey data products and the
Client's approval of existing DCU2 sites to be replaced with DCU2+ units.
1.2.3 Phase 03 - Configuration & Network Deployment
The Configuration and Network Deployment Project phase may overlap part of the Requirements
and Design phase beginning with installation of the DCUs. The goal of this Project phase is to
complete all tasks needed to support efficient field effort to remove the existing DCU2 network and
install the upgraded new DCU2+ network. In this phase, Aclara initiates network deployment tasks.
The Client will be responsible for working with Aclara to provide access to DCU installation locations
including any locked or secured areas, or the roofs of any buildings where a DCU is installed. The
Client will supply an escort to these locations should it be required. The Client is responsible for
preparing the DCU installation site to meet Aclara's DCU installation standards (including pole
installation, A/C power requirements). Any charges related to DCU site preparation and power
connectivity are the responsibility of the Client.
Aclara's Deployment Team will perform the DCU2 unit removals and install the new DCU2+ units.
On a per site basis, the Deployment Team will first initiate a final DCU2 records transfer to the
AclaraONE headend. Next will be the removal of the existing DCU2 unit and corresponding RF -
related materials and mounting kits, then installing the new DCU2+ unit, new mounting kit, and new
RF -related materials. Once the new DCU2+ unit is installed, the Deployment Team will configure
the DCU2+ unit for connecting to the AclaraONE headend via the Aclara Wireless Network. After
connectivity has been established, the Deployment Team will perform data transfer validation
testing to confirm end to end functionality.
The DCU2+ upgrades shall be done in a work sequence that minimizes travel time between sites
where DCU installation and upgrade work is being performed. Aclara will provide 2-3 installation
photos of the new DCU2+ units and GPS capture for all new DCU2+ units at the end of the project.
1.2.3.1 Assumptions:
After Aclara completes the installation of new DCU2+ units in accordance with Exhibit -B, Pricing
Schedule, there will remain an existing (51) DCU2 units in the Client's Aclara Network. These DCU2
units will remain, untouched by Aclara, and will be the responsibility of the Client. Aclara can provide
the Client future pricing for the removal and proper disposal/recycling of those (51) DCU2 units, per
the Client's request. Aclara will package all removed DCU2 Aclara proprietary materials, to include
the DCU2 cabinet and internal associated electronics for shipment back to Aclara for proper
disposal/recycling. The Client will provide scrap or recycling bins for disposal of the removed DCU2
City of Corpus Christi, TX - Exhibit A - 1 - Statement of Work
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antennas, base plates, mounting kit materials, RF cables, and batteries, as well as new DCU2+
packaging materials.
1.2.4 Phase 05 - Transition
Once the DCU2+ Upgrade Implementation Project is complete, transition of responsibility to the
Client is considered complete once all DCU functionality has been verified.
The Aclara Project team will continue to provide Project Management support through System
Transition. The Aclara Support team will provide support to the Client on production issues in
accordance with the Aclara Maintenance Agreement if one is executed between Aclara and the
Client. Aclara will transition all remaining open Aclara items to the Aclara Support team.
The Client will be responsible for ensuring proper future access to DCU2+ installation sites for any
Aclara needs. The Client is also responsible for following the Aclara Support process for entering
any post -production issues into the Aclara Help Desk System.
1.3 Project Timeline
Aclara will provide to the Client an actual start date once the Statement of Work has been executed
and a Purchase Order has been received. The confirmed schedule will be made by mutual
agreement during the Project Kick -Off Phase. For a general overview, DCU2+ units have a lead time
of approx. 6-8 weeks after receiving the Purchase Order. Aclara will schedule the Deployment Team
after final DCU site preparations have been complete by the Client. The Deployment Team's
installation lead time is approx. 3-4 weeks after request. Aclara estimates that it will take
approximately 4 weeks to complete the DCU upgrades, based on scheduling availability of DCU
Technicians and bucket truck rentals.
1.3.1 Assumptions:
• Aclara's professional services includes project management oversight for the duration to
complete the DCU2+ unit installations. The Client can opt to extend the project management
support for additional cost.
• Aclara assumes DCU sites will be installed on assets that will be owned or leased by Client, and
ready for installation. Aclara does not perform site acquisition for DCU sites that are not owned
by the Client.
• DCU locations are AC powered or powered by solar. If AC power is required, the Client is
responsible for AC power run to disconnect box and providing a six (6) foot pigtail.
• DCU backhaul is cellular LTE via the Aclara Wireless Network (AWN) as provided by Aclara.
• Client will provide an earth grounding point at Client sites selected for DCU installations.
• Hardware delivery plan is not confirmed - dates are estimated.
• Aclara assumes Notice to Proceed will be issued approximately one month from contract
execution.
City of Corpus Christi, TX - Exhibit A -1 - Statement of Work
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• Client and Aclara will have project resources available to kick off the project within one month
of Notice to Proceed.
• Client will provide secure warehouse space to Aclara for delivery and storage of all DCU2+
deployment materials, parts, and product.
• Client will provide secure parking for up to five (5) rental cars during business hours and three
(3) bucket trucks for overnight parking.
1.4 Accountability
The following shows the key that is used to identify accountability for each key Project Task/Activity
found in the table below:
[R] Responsibility
Indicates that the designated Party has responsibility and accountability to complete the
applicable Deliverable or milestone.
[A] Approve
Indicates that the designated Party is responsible for approving the applicable Deliverable
or milestone.
[S] Supports
Indicates that the designated Party is responsible for supporting the applicable Deliverable
or milestone.
[C] Consulted
Indicates that the designated Party will need to provide feedback or contribute as the
applicable Deliverable or milestone is completed.
[1] Informed
Indicates that the designated Party will be informed after completion of the applicable
Deliverable or milestone.
The acceptance procedure for asterisked Key Project Tasks/Activities outlined in this SOW are as
follows:
• Aclara will work with Client to gather input and complete deliverables.
• Each Key Project Task/Activity will be provided to the Client. The Client will review and sign off
by Client utilizing a mutually agreed Acceptance Form.
• The Acceptance Form should be physically signed (or electronically signed) indicating approval
or disapproval within five (5) business days of receiving the deliverable.
City of Corpus Christi, TX - Exhibit A - 1 - Statement of Work
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Key Project Task/Activity
Accountability
ien
Contract Execution*
R
R
nrfation'&'
Kick -Off Meeting*
R
5
Project Communication Plan
R
Change Control Process
R
5
Detailed Project Plan (Schedule)
R
5
Submit Orders for all AMI Hardware
and Software products
R
S
DCU Installation Plan
R
5
DCU site surveys*
R
S
DCU site acquisition
5
R
DCU site -final approval
S
R
DCU site prep - Client sites/assets
5
R
DCU permit development
5
R
DCU site prep - Non -Client
sites/assets
S
R
DCU site infrastructure costs -
Client/Non-Client sites/assets
R
Phase 03 - Configuration & Network Deployment
Removal of DCU2 units
R
Installation of DCU2+ units*
R
Validation Connectivity Testing
R
Phase 04- Transition.
Project Closeout and Transition to
Aclara Support
R
5
* These items are payment milestones as defined in Attachment 2
City of Corpus Christi, TX - Exhibit A -1 - Statement of Work
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1.5 Project Governance
1.5.1 Project Organization
Client agrees to provide appropriate Project resources including but not limited to, data,
information, workspace and appropriate and cooperative personnel, all as necessary to facilitate
Aclara's performance of the Services and the Client's implementation.
Client will allocate the following described personnel to the Project to provide appropriate
knowledge of the indicated area and the skills to perform the Client tasks, and any additional
personnel that may be necessary for Client to perform its obligations under the implementation
work plan.
Program/Project Manager - Main point of contact for the Project. Is responsible for
scheduling Client resources, managing the scope and the Client tasks ofthe Project schedule,
facilitating document approvals, and escalating and resolving issues as required by the
Aclara.
Aclara will allocate the following described personnel to the Project to provide appropriate
knowledge of the indicated area and the skills to perform the Aclara tasks, and any additional
personnel that may be necessary for Aclara to perform its obligations under the implementation
work plan.
Project Manager: Primary interface to the Client's Project/Program Manager, responsible for
all Aclara personnel and contractors and documenting and implementing all project activities
and providing all deliverables. Responsible for implementation of specific hardware and/or
software focus areas, coordinating with vendors and Client, scheduling, assists in
requirements and detailed design, resolves issues.
Field Services - Deployment Team responsible for performing DCU2 removal and DCU2+
installations.
Information Systems - Responsible for establishing and testing Aclara Wireless Network
APN, VPN, and firewall configuration to AclaraONE headend.
Executive Sponsor - Designated as an escalation resource.
1.5.2 Problem Resolution and Exception Management
A defined and understood escalation process is a critical component of any project implementation.
The Aclara project team is organized with multiple points of escalation that can be utilized as
needed. Project Issues will be logged, tracked, and reviewed at least weekly. In addition, risks are
identified in our status reports along with suggested mitigations. Once an issue has been identified,
it will be added to the issues list and worked according to priority. Depending on the type and
severity of the problem, the Aclara PM will escalate appropriately within the organization as well as
within Client.
Project Managers assigned to the project will communicate daily and will escalate risks and issues
that could affect the project timeline or scope to the Client. The Project Manager may continue to
escalate the issue through the Aclara organization to the Portfolio Management Office and to the
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Vice President of Professional Services. Aclara escalation resources will work jointly with Client
escalation resources to try to resolve the issue at each level and avoid all issues from escalating
further.
In addition, Aclara will establish a communication plan at the start of the project. The Project
Communication Plan will be jointly developed between Aclara and the Client to identify issue
escalation paths and to determine project status meeting cadence and expected attendees.
Aclara's goal for the project is to provide the necessary information to Client to allow for accurate
validation of schedule, scope, and deliverables. To accomplish this, Aclara proposes the following
activities: status reporting (includes schedule, issue, and risk tracking), quality reviews, and incident
reviews.
1.5.3 Communication Plan & Progress Reporting
The table below details the Project Communications and progress reporting for the project.
Description
Medium
Frequency
Participants
Project Status Report
Report sent via
email
Weekly
Aclara Project Team
Client Project Team
Project Team Meeting
Conference call,
on-site meeting
Weekly
Aclara Project Team
Client Project Team
Issues Meeting
Conference call,
on-site meeting
Weekly or as
needed
Aclara Project Team
Client Project Team
1.6 Modification
No modifications to the core hardware or software are planned for this project.
City of Corpus Christi, TX - Exhibit A - 1 - Statement of Work
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Attachment 2
to
Statement of Work
Milestones and Hardware Delivery Schedules
la -AMI Implementation
A. Total Professional Services fees - $47,300 (Exhibit B - Pricing Schedule).
City of Corpus Christi, TX - Exhibit A - 1 - Statement of Work
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Payment Milestone
Milestone %
Payment %
1
Contract Execution - Contract Execution - This
milestone is complete after the contract
documents are fully executed by both parties.
25% 10 days after
signature
$ 11,825
2
Project Kickoff Meeting Complete - Project
Kickoff Complete. Aclara will facilitate a kickoff
meeting to review the project schedule,
introduce team members and roles, review
Aclara and Client responsibilities and
upcoming tasks. Additionally, during this
meeting the project governance will be
discussed and established. This includes the
Project Communications Plan, team meetings,
status reporting, and issues/actions/risks
management.
25%
$ 11,825
3
Site Surveys Complete - Aclara will perform
site surveys to confirm installation locations as
needed. If Aclara and the Client jointly
determine that site surveys are not needed,
this Milestone will be considered complete
when agreement is confirmed.
25%
$ 11,825
4
DCU2+ Network Deployed - This task is
complete after DCU2+ units are deployed and
commissioned.
25%
$ 11,825
TOTAL
100%
$47,300
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B. Hardware Delivery Schedules (Pending development of delivery Schedules)
Hardware delivery is estimated to begin in July 2020 based on an executed contract and Purchase
Order delivered by the Client to Aclara in June 2020. This DCU hardware delivery schedule will be a
jointly developed and authorized project artifact by Aclara and the Client during Phase 1 Project
Planning & Kick -Off.
City of Corpus Christi, TX - Exhibit A - 1 - Statement of Work
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Attachment 3
to
Statement of Work
Rate Schedule
In the event that the Client requires Services beyond the scope or requests any changes to this SOW
during project period and support term, Aclara could provide such Services according to the Rate
Schedule below and Change Order procedure listed in this Attachment 6.
The following categories have been defined for the Aclara Professional Services Team in the event
of a change order:
Professional
Services Staff .
Hourly Rate
Off -hours hourly
rate
On-call hourly
rate
Sr. Technical
Advisor
$250
$375
$120
Program Manager
$275
$375
$120
Product Manager
$200
$300
$120
Project Manager
$195
$290
$120
Field Supervisor
$165
$240
$120
Sr. Technical
Advisor
$250
$375
$120
Sr. Systems
Engineer/Sr. QA
$185
$270
$120
Sr. Business
Analyst
$185
$270
$120
DBA/Application
Consultant
$185
$270
$120
Systems
Engineer/QA/UI
$165
$240
$120
Expenses: as incurred per visit Mileage: then current IRS mileage rate
Services will be charged at the applicable Rates as follows:
City of Corpus Christi, TX - Exhibit A - 1 - Statement of Work
14
DocuSign Envelope ID: C293D624-D098-4781-A304-04877D1BB283
1) Standard Hourly Rates will apply to all service hours expended that do not
exceed eight (8) consecutive hours during Aclara's normal business hours of 8:00 a.m.
- 6:00 p.m. Eastern Time, Monday through Friday, excluding Aclara Holidays.
2) Off -Hours Hourly Rates will apply to all service -hours expended beyond eight (8)
consecutive hours during Aclara's normal business hours. The following constitutes
Off -Hours (all time in prevailing eastern time zone):
Aclara observed Holidays
Weekends: 6:00 p.m. Friday until 8:00 a.m. Monday
Weekdays: 6:00 p.m. until 8:00 a.m.
3) On -Call service is a pre -arranged service by which the Client places a request to have
an Aclara staff member accessible for a specified time period. During the period for
which an Aclara staff member is accessible, On -Call Rates will be charged. If an Aclara
staff member must perform services during the On -Call period, the services will be
billed at the appropriate Hourly Rate or Off -Hours Hourly Rate, instead of the On -Call
rate. This service will be provided remotely via a telecommunications link.
4) All expenses must be pre -approved by Client.
A. If Aclara is requested to travel to the Client's site to provide Services, the costs and expenses
associated with such travel will be borne by Client and invoiced as set forth below.
1) Travel Expenses: Unless otherwise mutually agreed, Aclara's travel expenses for On -
Site Services shall include, but are not limited to transportation fares (air, bus, rail),
lodging, meals, automobile rental, fuel, parking and local transportation, and will be
charged to the Client on an actual basis. Actual receipts must be provided as
documentation to Client.
B. Aclara reserves the right to change the above rates upon 30 days' notice. Changed rates shall
not apply retroactively.
City of Corpus Christi, TX - Exhibit A - 1 - Statement of Work
15
DocuSign Envelope ID: C293D624-D098-4781-A304-04877D1 BB283
Attachment 4
to
Statement of Work
Change Order Procedure
Any change to a Statement of Work must be agreed upon in writing by both parties. The following
procedure (whether requested by the Client or Aclara) will be used to control all changes. All
Requests for Change ("RFC") to the applicable Statement of Work must be made in writing and shall
be submitted by the appropriate Project Manager. Each request should contain the following
information:
• The requested change; • Estimated impact, if any, on Project schedule;
• The impact, if any, on the existing work and
product; • Estimated change, if any, in Services fee
The Project Manager shall review and accept or reject the RFC. If rejected, the RFC shall be returned
to the submitting party with written reasons for rejection and, as appropriate, any alternatives. All
approved RFC's will be incorporated into the Change Order to this Statement of Work. Aclara will
not perform any Services outside of the Statement of Work until the RFC has been signed by both
parties.
1. Describe the requested change:
2. Define the impact, if any, on existing work product:
3. Define additional work product required as a result of the requested change, if any:
4. Define the impact, if any, to the existing Project schedule. Provide an updated Project schedule,
if appropriate.
5. Provide an updated work product and payment schedule, if appropriate.
Accepted By:
Aclara Technologies LLC (Aclara)
By: SAMPLE
Print name: SAMPLE
Accepted By:
City of Corpus Christi, TX (Client)
By: SAMPLE
Print name: SAMPLE
Title: SAMPLE Title: SAMPLE
Date: SAMPLE Date: SAMPLE
City of Corpus Christi, TX - Exhibit A - 1 - Statement of Work
16
DocuSign Envelope ID: 0293D624-D098-47B1-A304-04877D1BB283
Aclara..
Exhibit A - 2
Statement of Work
Project Name: Corpus Christi, ("Client", "System Owner" or "Customer) AclaraACE® and
AclaraONE Upgrade Implementation ("Project")
This Statement of Work ("SOW") and the terms and conditions of the Master Agreement
(hereinafter "Agreement") describes the Services to be provided to the Client in support of the
Project as authorized by Client signing this Statement of Work. This SOW is governed by the
Master Agreement with an Effective Date of October 22, 2013. By signing this SOW, Client
represents and affirms that it has reviewed and agrees to the terms and conditions as set forth in
the Agreement, its Attachments and Exhibits. Additional terms contained on any purchase order
are hereby rejected unless specifically agreed to in writing by the Client and Aclara.
Scope of Work
The project scope for the AclaraACE® and AclaraONE Upgrade Implementation includes
professional services (project management, coordination, AclaraONE software solution,
AclaraACE® integrations, product training and system acceptance testing).
The new solution will support various uses of the components and applications defined in
Attachments 1 and 2. More detailed requirements will be developed during the requirements task
of the project, but will remain consistent with Attachment 1, and 2, unless mutually agreed by the
Client and Aclara.
This Statement of Work addresses the implementation services required by the Project. It is
mutually understood that business requirements, resources and dates may change subject to the
applicable terms of this SOW and that any such material change requested by the Client or as a
result of the Client's inability to provide agreed upon resources and perform its other
responsibilities set forth herein or the result of Client errors or omissions may result in a Change
Order.
It is understood by Aclara and the Client that any material changes to scope will be addressed
through a formal change order process. Material changes are those which specifically will impact
budget, scope, timeline and/or resources
1. Project Approach
The Aclara Services Team ("Aclara Team") assigned to this project will complete the Aclara tasks
described herein and will perform work for the Client for the duration of the Project at designated
Client facilities and from remote locations.
SOW -Corpus Christi Exhibit A - 2
1 Aclara
DocuSign Envelope ID: C293D624-D098-4761-A304-04877D1 B8283
The scope of the services engagement for this SOW is set forth in the attached Attachments 1 and
2 hereto. Attachment 1 also includes certain Responsibilities and Assumptions that are the
responsibility of the Client. In addition to the tasks specified in Attachments 1 and 2 hereto, the
Client will provide appropriate Project resources, including but not limited to data, information, and
appropriate and cooperative personnel, to facilitate the performance of the Services. The Client
shall designate a Project Manager to work with the Aclara Team to facilitate the provision of the
Services. Once this SOW is executed, Aclara and the Client will assign resources to the Project. The
Aclara Team will work on the Project and provide support as specified by the SOW.
2. Assumptions and Responsibilities
Project Assumptions and Responsibilities are set forth in Attachments 1 and 2. Should the Client
fail to fulfill those that are applicable to the Client, the estimated level of effort, timeline and scope
may be subject to change which may result in a Change Order.
3. Scope Estimates
Aclara will support the Client by providing a team to complete the scope of work defined in
Attachment 1 and 2.
Aclara's estimate of the level of effort is based on the following:
• Information provided by the Client to Aclara
• Aclara's understanding of the project scope, based on Client information
Should the information provided by the Client be inaccurate or should Aclara gain additional
information during the Project, the work required may be out of scope and the pricing and
schedule may be impacted. If so, the additional work will be addressed as a change to the SOW
(change order).
4. Software Licenses
The AclaraONE and the Aclara ACE@ software components are licensed in accordance with the
Aclara Software Agreement ("Licenses") executed between Aclara and the System Owner. The
Licenses cover the integration with the System Owner's single production environment and within
the System Owner's current service territory.
5. Changes
Any change to this SOW shall be subject to mutual written agreement of the parties. Aclara shall
not commence work on any such change unless and until the change has been agreed to in
writing by both parties.
SOW -Corpus Christi Exhibit A - 2
2 Aclara
DocuSign Envelope ID: 2DA5FBA0-411 F-4773-B15C-F828C34EF54F
DocuSign Envelope ID: C293D624-D098-4781-A304-04877D1BB283
IN WITNESS WHEREOF, the parties have so agreed as of the last date signed below.
Accepted By: Accepted By:
Aclara Technologies LLC
(Aclara)
By: C� lwi (ttsbin. �,
6n98G17ude78488.... By:
181 C3U1/U0344F...
Tim Nelson Kim Baker
Print name: Print name:
Title: HPS VP Finance Title: Director of Contracts and Procurement
Corpus Christi
(Client)
DocuSigned by: , DocuSigned by:
Date: 6/8/2020 Date: 7/23/2020
Attachment 1 = AclaraONE Upgrade Implementation
Attachment 2 = Aclara Adaptive Consumer Engagement (AclaraACE®) Customer Portal
Attachment 3 = Milestones and Software Delivery Schedules
Attachment 4 = Rate Schedule
Attachment 5 = Change Order Procedure
Approved as to form.
SOW -Corpus Christi Exhibit A - 2
DocuSigned by:
/22/2020
8/41141 City3 Attorney
For City Attorney
3 Aclara
DocuSign Envelope ID: 2DA5FBA0-411 F-4773-B15C-F828C34EF54F
DocuSign Envelope ID: C293D624-D098-47B1-A304-04877D1BB283
Attachment 1
To
Statement of Work
Project Definition - AclaraONE Upgrade Implementation
1.0 Aclara RF Project Scope
Corpus Christi currently uses Aclara's NCC software application as part of their Aclara AMI solution.
Corpus Christi intends to migrate the Aclara software application to a new environment and is
requesting Aclara's assistance to support the migration. Corpus Christi also intends to upgrade to
the latest Aclara Software platform (AclaraONETM). The new environment will be provisioned with
newer versions of OS/database platforms, therefore requiring upgrades to the Aclara software
applications.
This document provides a general description of the scope, proposed approach and the costs
associated with upgrading to AclaraONE. This effort will be charged on a fixed price based on the
Aclara staff hourly rates and estimated staff member effort and not to exceed a cost reimbursable
number unless there is a mutually agreed upon change in scope.
1.1 Project Scope
This SOW covers the upgrade of Corpus Christi's software applications to the latest versions of
Aclara's software platform (AclaraONE) as well as migration of the on -premise software applications
to a new environment provided by Corpus Christi. Corpus Christi will provision the new environment
with OS and database software and allocate resources as described in the on -premise specifications
document provided by Aclara.
The software upgrade effort includes the following activities:
Install AclaraONE Applications on New Environment
Aclara will install, configure and test the software components listed below:
AclaraONE Water Head End
1. Install and configure head end application and database.
• Pre -requisite Corpus Christi Tasks
i. Install SSL certificate on the web server per provided on -premise
specifications.
ii. Grant access to Microsoft Azure Active Directory for new application per
provided on -premise specifications.
SOW -Corpus Christi Exhibit A - 2 4 Aclara
DocuSign Envelope ID: 2DA5FBA0-411 F-4773-B15C-F828C34EF54F
DocuSign Envelope ID: C29313624-D098-47B1-A304-04877D1BB283
iii. Perform base installation of OS (Windows 2016) on new application and
database server (Corpus Christi -AMI -A0) per provided on -premise
specifications.
iv. Perform base installation of database SQL Server 2017 per provided on -
premise specifications.
(Note: Coordinate with Aclara at the time of installation, to ensure Aclara can complete other installation
related activities for OS and database).
• Aclara Tasks
i. Verify base installation of OS and complete configurations/settings on new
head end application and database server.
ii. Verify SQL Server 2017 database installation. Complete
configurations/settings for database server.
iii. Install Aclara AclaraONE water head end software.
iv. Create AzureAD Tenant and train an admin user from Corpus Christi to create
additional employee user credentials.
2. Conversion and installation of existing NCC 7.6.4 database to the AclaraONE water head end
database schema and migration of all existing NCC production data to new database.
3. Setup process to keep new water head end environment in sync with existing NCC
production.
• Aclara Tasks
i. Parse existing production DCU data and handheld files into new NCC
environment on a scheduled basis.
(Note: This proposed approach keeps the existing and new water head end system in sync. If deemed
necessary due to any sync issues, full data migration will be required to the new database at the
time of production cutover).
Configuration/Development of Interfaces:
Aclara will configure and test the AclaraONE side of the interfaces on the new environment. Please
note there are no changes required to the existing integrations. Optional data for Lat/Long can
be provided to enhance the visual mapping within AclaraONE. The optional data can be
provided in the existing input integration below or in a separate file which will be determined
during requirements phase.
Input integration
Integration Name Type
Functions
SOW -Corpus Christi Exhibit A - 2
5
Aclara
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Customer Account
Import Interface
Flat file
Populate AclaraONE with meter inventory and
customer account /location details from Corpus
Christi's CIS
Output Integration
Integration Name
Type
Functions
Billing Output
Interface
Flat File
Export Billing Read values from AclaraONE to Corpus
Christi's CIS
Integration Testing
Aclara will conduct full integration testing of the AclaraONE software applications in the new
environment to validate the migration effort. Aclara will provide a set of test cases during this
phase. Corpus Christi will provide support for this testing as necessary, specifically for testing
the interfaces between CIS and Aclara software applications.
User Training
Aclara will provide training covering changes in the user interface of the AcIaraONE software
applications.
Training will be conducted via webinar sessions to be provided remotely so long as the training
occurs within the Initial Term.
Please reference table below for training session information. The below details a recommended
training approach that is subject to change as part ofthe project and agreed upon by both Aclara
and Corpus Christi prior to the scheduled training.
Session
Name
Onsite
(y/n)
Proposed #
of
Sessions
Duration
Agenda
Recommended
Attendance
AclaraONE
N
TBD
2-3 hours
Welcome /
3rd Party Call
Basic/CSR
Training
Introductions
Objectives
General
Navigation
Consumption
Tracking
Center,
CSR's,
Dispatch,
Billing,
Collections,
Leaders,
Conservation
and Field
Hands-on
Technicians
Exercises
Aclara University
SOW -Corpus Christi Exhibit A - 2
6
Aclara
DocuSign Envelope ID: 2DA5FBA0-411 F-4773-B15C-F828C34EF54F
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User Acceptance Testing
Corpus Christi will perform user acceptance testing of the AclaraONE applications in the new
environment to validate that the applications and interfaces function as expected. Aclara will
provide support for up to 10 business days of User Acceptance Testing. While Corpus Christi is
responsible for planning, organizing, managing and executing tests, Aclara's responsibility is to
support issue resolution, as required. Exit criteria includes:
1. All User Acceptance test cases have been executed
2. All Severity 1 and Severity 2 issues have been resolved or a workaround identified
3. Acceptance certificate is signed
Severity levels are defined below and apply to issue prioritization throughout the engagement.
Production Cutover
Once User Acceptance Testing is complete, Aclara will assist Corpus Christi with production cutover
which will involve refreshing the AclaraONE databases in the new environment with the latest
production data provided by Corpus Christi. Corpus Christi will need to perform any server and
firewall configuration changes required in the new environment (e.g. new folder and SFTP
locations) to support interfacing with Production CIS system. The backhaul network for STAR will
need to be redirected from the existing production environment to the new production
environment.
Roles, Responsibilities and Engagement Structure
Aclara will provide project management support for the duration of this project. The Aclara project
manager will be responsible for maintaining the project timeline and issue escalation.
Aclara will allocate the following described personnel to the Project with appropriate knowledge of
the indicated area and the skills to perform Aclara tasks, and any additional personnel that may
be necessary for Aclara to perform its obligations under the implementation work plan.
SOW -Corpus Christi Exhibit A - 2 7 Aclara
Requires immediate attention — Critical production functionality is not
available, or many users cannot access the system. Causes a major
business impact where service is lost or degraded and no workaround is
available, therefore preventing operation of the business.
1
2
Requires priority attention - Some important production functionality is not
available, or a small number of users cannot access the system. Causes
significant business impact where service is lost or degraded and no
workaround is available, however the business can continue to operate
in a limited fashion.
3
Requires attention — There is a problem or inconvenience. Causes a
business impact where there is minimal loss of service and a workaround
is available such that the system can continue to operate fully, and users
are able to continue business operations.
4
There is a problem or issue with no loss of service and no business impact.
Production Cutover
Once User Acceptance Testing is complete, Aclara will assist Corpus Christi with production cutover
which will involve refreshing the AclaraONE databases in the new environment with the latest
production data provided by Corpus Christi. Corpus Christi will need to perform any server and
firewall configuration changes required in the new environment (e.g. new folder and SFTP
locations) to support interfacing with Production CIS system. The backhaul network for STAR will
need to be redirected from the existing production environment to the new production
environment.
Roles, Responsibilities and Engagement Structure
Aclara will provide project management support for the duration of this project. The Aclara project
manager will be responsible for maintaining the project timeline and issue escalation.
Aclara will allocate the following described personnel to the Project with appropriate knowledge of
the indicated area and the skills to perform Aclara tasks, and any additional personnel that may
be necessary for Aclara to perform its obligations under the implementation work plan.
SOW -Corpus Christi Exhibit A - 2 7 Aclara
DocuSign Envelope ID: C293D624-D096-4781-A304-04877D1 BB283
• Project Manager
• Subject Matter Experts in relevant areas of the application
• Technical resource(s) to complete the integration
• Business Analyst(s) familiar with ACE product and integrations
• Quality Assurance Testing resource(s)
• Escalation resource(s)
1.2 Key Scoping Parameters and Assumptions
The scope detailed in the previous section is the basis for Aclara project costs and delivery
schedule. Any deviation from these parameters and assumptions may impact project costs and
milestone dates. The following assumptions apply to this engagement:
• Corpus Christi will provide remote access into their environments for Aclara to provide the
services described in this SOW.
• Travel to Corpus Christi facilities is not anticipated for this engagement and WebEx based
joint access will be available for issue resolution purposes. If travel, other than the agreed
3.5 -day onsite training, is required, the direct costs of travel will be subject to the Corpus
Christi City Travel Policy for Contractors and passed on to Corpus Christi.
• Aclara assumes data in Corpus Christi's systems do not require any data cleanup. Any data
cleanup will be Corpus Christi's responsibility.
1.3 Schedule
Upon execution of this SOW, Aclara will work with Corpus Christi to schedule the efforts listed
above. The following draft schedule will be refined as part of the project kickoff phase and will be
dependent on Corpus Christi s ability to complete its deliverables within the required timeline.
SOW -Corpus Christi Exhibit A - 2
8
Aclara
Duration
(in
Business
Days)
Week
1
Week
2
Week
3
Week
4
Week
5
Week
6
Week
7
Week
8
Project
Initiation &
Kickoff
5 days*
Requirements
Gathering &
Design
10 days
Software
Installation
15 days
SOW -Corpus Christi Exhibit A - 2
8
Aclara
DocuSign Envelope ID: C293D624-D098-4781-A304-04877D1 BB283
&
Configuration
Integration
Testing
5 days
Training &
User
Acceptance
Testing
10 days
Production
Preparation &
Cutover
5 days
Total # of
Days
40 days
*Start Date is typically 30 days from contract execution date.
SOW -Corpus Christi Exhibit A - 2
9 Aclara
DocuSign Envelope ID: C293D624-D098-4761-A304-04877D1 BB283
Attachment 2
to
Statement of Work
Aclara Adaptive Consumer Engagement (AclaraACE®) Customer Portal
Project Name: Corpus Christi AclaraACE® Implementation ("Project")
1.0 PROJECT OVERVIEW
1.1 Background/Purpose
The purpose of the Project is to implement Aclara's Adaptive Consumer Engagement,
(AclaraACE®) platform modules for System Owner/Client.
1.2 General Description of the Services
This Statement of Work (SOW) addresses the Implementation Consulting Services required to
implement the AclaraACE® Customer Portal.
This SOW includes the following:
Territory
The Software is intended for use by System Owner in its current service territory up to
150,000 endpoints and does not cover any additional territories obtained via acquisition.
Applications Covered
The following ACLARA applications are included with the Software being provided to System
Owner for one test site and one production site.
AclaraACE® Platform
Element
Insights
Profile (Short Profile)
Promotions
Quick Links
AMI Consumption Chart
Green Button Download
Residential
X
X
X
X
X
N/A
Commercial
X
X
X
X
X
N/A
SOW -Corpus Christi Exhibit A - 2
10
Aclara
DocuSign Envelope ID: C293D624-D098-4781-A304-04877D1 B8283
AclaraACEO Platform
Element
Bill Summary
Bill History
Bill Comparison
Billed Usage Chart
Bill Disaggregation
Bill to Date
Set Savings Goal
Ways to Save
Action Plan
Profile (Long -form Version)
5.11
User Management
CSR with User Management
Alerts
Leak Detection Notifications
Residential
X
X
X
X
X
X
X
X
X
X
X
X
X
X
Commercial
X
X
X
X
X
X
X
X
X
X
X
X
X
X
2.0 SCOPE OF SERVICES
2.1 Critical Project Dates (Target)
2.1.1 Start Date: 6/30/2020*
2.1.2. Portal Completion Date: 12/30/2020
*Start Date typically 2 weeks after contract signature. Final project schedule will be
baselined upon project kickoff.
2.2 Project Services
The implementation shall cover all of the current service territory for Corpus Christi. Aclara
shall provide the Services and perform the Deliverables as identified in the sections
below. In the event that Corpus Christi requires Services on any out of scope areas or
SOW -Corpus Christi Exhibit A - 2
11 Aclara
DocuSign Envelope ID: C293D624-D098-47B1-A304-04877D1 BB283
requests any changes to the core product code, Aclara could provide such Services as
additional Services through a separate SOW or Change Order.
2.2.1 Business Requirements
The AclaraACE®) platform elements checked below are those that are included in the
Project scope. Detailed business requirements related to the integration and design
will be defined during the requirements gathering phase through a series of group and
individual discussions/workshops. There will be business -specific versions of
Dashboard and My Savings (Long Profile) while the other tabs will work for both
residential and commercial accounts.
AclaraACE® Platform Element
Insights
Profile (Short Profile)
Promotions
Quick Links
AMI Consumption Chart
Green Button Download
Residential
X
X
X
X
X
N/A
Commercial
X
X
X
X
N/A
Bill History
Bill Comparison
Billed Usage Chart
Bill Disaggregation
Bill to Date
Set Savings Goal
Ways to Save
Action Plan
Profile (Long -form Version)
X
X
X
X
X
X
X
X
X
X
X
X
X
X
X
X
X
X
SOW -Corpus Christi Exhibit A - 2
12
Aclara
DocuSign Envelope ID: C293D624-D098-47B1-A304-04877D1 BB283
AclaraACE® Platform Element
User Management
CSR with User Management
Alerts
Leak Detection Notifications
Residential
X
X
X
X
Commercial
X
X
X
Above table represents a sample configuration of widgets to pages, project configuration
requirements sessions will determine actual scope for widget layout.
2.2.2 Technical Requirements
Technical requirements will be further defined as part of requirements gathering phase
and will be specific to the data integrations referenced in Section 2.3 below.
Additionally, the following should be noted:
2.2.2.1 All ACE Platform Elements
2.2.2.1.1 Aclara will be responsible for managing the customer authentication/login
process. The AclaraACE® platform elements will be launched for authenticated users.
2.2.2.1.2 Aclara shall integrate AclaraACE® to launch in a separate browser window.
2.2.2.1.3 Corpus Christi shall be responsible for providing customers the URL for
AclaraACE® User Management page in order to access the portal.
2.2.2.1.4 Aclara shall provide limited branding each widget to match the primary style
guide colors for Corpus Christi.
2.2.2.1.5 Aclara shall provide default content and configuration settings in the Aclara
content management system. Limited updates to default content are in scope for
the release (10-15 content change requests).
2.2.2.1.6 Aclara shall validate that the pre -defined ZIP Code mappings are consistent
with Corpus Christi service territory and will work with Corpus Christi to adjust any
discrepancies.
2.2.2.1.7 Aclara shall utilize the proprietary Business Intelligence (BI) data warehouse
and energy model to support detailed computations where applicable.
2.2.2.1.8 Aclara shall utilize the pre -configured module for Corpus Christi region(s).
The pre -defined regional dataset includes normal and actual weather date, typical
home and business characteristics, building envelope assumptions, equipment
efficiency assumptions, measure costs, and other engineering parameters.
2.2.2.1.9 Corpus Christi will launch the AclaraACE® platform elements into the
production environment on their web site based on Corpus Christi's internal project
team's recommendation and approval.
2.2.2.1.10 Aclara and Corpus Christi will perform review of rates to determine
which rates are in scope as well as perform analysis to confirm the structures are
SOW -Corpus Christi Exhibit A - 2
13 Aclara
DocuSign Envelope ID: C293D624-0098-47B1-A304-04877D1 BB283
supported within Aclara rates engine. If a rate structure is not supported and is
required, the changes to product would follow the change order procedure. This
SOW supports the Implementation of up to 10 rates.
2.2.2.2 Data Integration
2.2.2.2.1 Aclara shall provide integration specifications for the integration points
specified in Section 2.3.
2.2.2.2.2 Corpus Christi will develop data integrations specified in Section 2.3 based
on Aclara's specifications. Standard AclaraACE® Billing File Mapping can be
referenced in Section 2.3.1
2.2.2.2.3 Corpus Christi will be responsible for any data cleansing for data cleanup
with assistance from Aclara in order to meet Aclara's data specifications and ensure
data parameters are consistent between all sets of data.
2.2.2.2.4 Corpus Christi will be responsible for any internal data migration activities
within their own systems.
2.2.2.2.5 Corpus Christi will be responsible for providing test accounts that allow
Aclara to execute tests for all test scenarios.
2.2.2.3 My Dashboard
2.2.2.3.1 My Dashboard can support the following AclaraACE®) platform elements
for residential and business users: Insights, Quick Links, Profile (Short Profile), and
Promotions.
2.2.2.3.2 The Insights widget presents targeted engaging facts and recommended
actions to the user based on the customer's profile attributes. Each insight can have a
related next step, either an internal or external website feature. AclaraACE®) has
standard Bill and AMI Insights to select from. Billing insights available are Bill period
change, rate change, weather change, and usage cost change. AMI insights available
are seven-day average and highest consumption interval.
2.2.2.3.3 The Quick Links widget presents links (icon, URL, and label text). The links
displayed are static on the page and not customized to the user.
2.2.2.3.4 The Profile (Short Profile) widget will gather user profile data in a wizard
format so the most important data points are prioritized and doesn't overwhelm the
user with too many questions. Using default content changes to the questions or the
order of questions is not in scope.
2.2.2.3.5The Promotions widget will display targeted text or image promotions. Aclara
shall collaborate with Corpus Christi to determine the logic and parameters to
segment the promotions.
2.2.2.4 My Usage
SOW -Corpus Christi Exhibit A - 2
14 Aclara
DocuSign Envelope ID: 2DA5FBA0-411 F-4773-B15C-F828C34EF54F
DocuSign Envelope ID: C293D624-D098-47B1-A304-04877D1BB283
22.2.4.1 My Usage will support the following AclaraACE®) platform elements for
residential and business users: AMI Consumption Chart and Green Button Download.
2.2.2.4.2 The AMI Consumption Chart will display AMI data by month, day, and interval
so that users understand their usage patterns and how their time -based rates are
calculated.
2.2.2.5 My Bilis
2.2.2.5.1 My Bills will support the following AclaraACE®) platform elements for
residential and business users: Bill Summary, Bill History, Bill Comparison, Billed
Usage Chart, and Bill Disaggregation.
2.2.2.5.2 The Bill Summary widget will display high-level information about the user's
latest bill.
2.2.2.5.3 The Bill History widget will display high-level account summary information
about the user's bill for the last two years.
2.2.2.5.4 The Bill Comparison widget will compare two of the user's bills so the user
can understand at a high-level why their bill is higher or lower between the two bill
periods.
2.2.2.5.5 The Billed Usage Chart widget displays the billed usage amounts for the last
12 months compared against the previous 12 months.
2.2.2.5.6 The Bill Disaggregation widget will show yearly utility costs and consumption
disaggregated to end uses such as heating and cooling.
2.2.2.5.7 The Bill to Date widget will show an estimated bill -to -date and a projected bill
amount.
2.2.2.6 My Savings
2.2.2.6.1 My Savings will support the following AclaraACE®) platform elements for
residential and business users: Set Savings Goal, Ways to Save, Action Plan, and
Profile (Long -form Version).
2.2.2.6.2 The Set Savings Goal widget will prompt the user to set an annual savings
goal based on the user's yearly bill so the user can create an action plan and become
more engaged with Corpus Christi.
2.2.2.6.3 The Ways to Save widget will display targeted savings measures so that the
user will change their behavior and become more engaged with Corpus Christi.
2.2.2.6.4 The Action Plan widget will enable the user to create and update an action
plan so that the user changes their behavior and become more engaged with Corpus
Christi.
2.2.2.6.5 The Profile (Long -form Version) widget will gather information about a user
and the user's home or business so that the AclaraACE®) portal can customize
content for them.
SOW -Corpus Christi Exhibit A - 2
15 Acl a ra
DocuSign Envelope ID: 2DA5FBA0-411 F-4773-B15C-F828C34EF54F
DocuSign Envelope ID: C293D624-D098-4781-A304-04877D1BB283
2.2.2.7 CSR with User Management
2.2.2.7.1 CSR allows the employee to access the AclaraACE®) tools and see what the
customer sees using the User Management solution.
2.2.2.8 Alerts
2.2.2.8.1 Alerts batch output files will be generated and delivered to Corpus Christi for
Bill to Date, Cost, and Consumption thresholds based on subscription details provided
to Aclara.
2.2.2.9 Leak Detection Notifications
2.2.2.9.1 Leak Event Integration with AclaraONE MDM is a daily import of water leak
events from the AclaraONE MDM. AclaraONE detects potential water leaks by looking
for continuous water consumption.
2.2.2.9.2 Leak Notifications in the Website are displayed on the Insights widget with
special formatting: high -severity alerts appear highlighted in red, and low -severity
alerts appear highlighted in yellow.
2.2.2.9.3 The Ways to Save widget displays Seven Water Leak Measures for detecting
or fixing leaks: Repair leaky showerheads, Repair leaking toilets, Repair leaking
faucets, Learn to read your water meter, Check irrigation system for leaks, Watch out
for leaking home appliances, and Detect leaks in your pool.
2.2.2.9.4 The subscription widget enables customers to add and change subscriptions
to leak alert emails and text messages. Customer contact information for the leak
alerts can be sent with the bills. A subscription file can be used to pre -enroll
customers in the notifications.
2.2.2.9.5 Leak Detection email delivery for customers signed up for e-mail leak
detection notifications. Email informs customer that the notification is based on
analyzing home's consumption data and that there are resources available on the
utility website to assist with the problem. After receiving the notification e-mail for
the first time, daily e-mails are sent reminding the customer that there is still a leak
keeping the customer informed about the need to address the leak until the leak is
resolved.
2.2.2.9.6 Leak Detection SMS delivery for customers signed up for SMS leak detection
notifications. Text message indicates the customer can log on to the website with a
direct link to login bringing the customer to the leak detection Insights widget or tab
after successful login. After receiving the notification SMS for the first time, daily SMS
notifications reminding the customer that there is still a leak keeping the customer
informed about the need to address the leak until the leak is resolved.
2.2.3 Other Requirements
SOW -Corpus Christi Exhibit A - 2
16 Aclara
DocuSign Envelope ID: 2DA5FBA0-411 F-4773-B15C-F828C34EF54F
DocuSign Envelope ID: C293D624-D098-47B1-A304-04877D1BB283
2.2.3.1 Security
2.2.3.1.1 Corpus Christi will provide Aclara with advance notice as well as a detailed
description of any security and/or performance testing that is required and will
coordinate testing with Aclara.
2.2.3.1.2 Corpus Christi will provide access to a test site that Aclara personnel can
access via the Internet. Support for a Virtual Private Network (VPN) is not included in
the scope.
2.3 Data Management
The AclaraACE® platform sits on a secure and scalable data warehouse. Data to support the
platform is imported in batch to a secure FTP location. Required data includes billing
information, customer records. The integration points outlined below are those that are
included in the Project Scope.
The Corpus
Christi Web
site and Self -
Service
modules
Corpus Christi will
provide header
information for
purposes of
integrating the
AclaraACE® platform
elements into their
web site.
Standalone
Real Time
Corpus Christi
My Bills, My
Usage, My
Savings
Customer
Billing Data
Corpus Christi will
provide up to 2 years
of historical billing
and program data.
One Time.
Flat file
Batch -
One time for
historical
Corpus Christi
My Bills, My
Usage, My
Savings
Customer
Billing Data
Corpus Christi will
provide daily
updates of customer
billing, usage and
program data.
Flat file
Daily
Corpus Christi
My Bills, My
Usage, My
Savings
Interval Data
Aclara will provide 2
years of customer
interval data when
available. One Time.
CSV
Batch- One
time for
historical,
then daily
thereafter
Aclara
My Usage
Interval Data
Aclara will provide
daily updates of
customer interval
data when available.
CSV
Daily
Aclara
My Usage
SOW -Corpus Christi Exhibit A - 2
17
Aclara
DocuSign Envelope ID: 2DA5FBA0-411 F-4773-B15C-F828C34EF54F
DocuSign Envelope ID: C293D624-D098-47B1-A304-04877D1BB283
Notification
Subscription
Provide contact
information and
notification
preferences for
customers who are
pre -enrolled in
notifications
Standalone
One-time for
the initial
implementat
ion, then as
needed
Corpus Christi
Notifications
Customer
Alerts
Subscription
Data
{Client} will provide
initial and updated
enrollment data
Flat file
Daily
Corpus Christi
Alerts
Alerts Bill to
Date &
Threshold
Data
Aclara will provide
output data based
on BTD and
threshold evaluation
and calculations
Flat file
Daily
Aclara
Alerts
2.3.1 Standard AclaraACE® Billing File Mapping
Header��Coi n 4^�, 4`
$ ' �
��s.�t_��'%a. `h- `� '.�
e,; ,
D tat e =
,
•� �.�;N>
'� � >
Notes ! Descr is � � �
�, r z :�� ,.
$r, .^� "„�"�,:,,r»�f,3. ., e€� sY�,3:::;4, .�waf "� 2
I Require rfrom
v ,.r�si,.t, r;�"..
usto!T err , a `
[Customerld]
INT
Static: value - e.g. 87
REQUIRED
[customer_id]
VARCHAR(50)
Match any other import files
REQUIRED
[account_id]
VARCHAR(50)
Match any other import files
REQUIRED
[premise_id]
VARCHAR(50)
Match any other import files
REQUIRED
[mail_address_line_1]
VARCHAR(200)
If Service address or Mail address is
blank; assume they are the same
TBD
[mail_address_line_2]
VARCHAR(200)
TBD
TBD
[mail_city]
VARCHAR(50)
TBD
Conditionally
required
[malI_state]
VARCHAR(3)
TBD
Conditionally
required
[mail_zip_code]
VARCHAR(15)
Recommended format 00000 or
000000000
Conditionally
required
[first_name]
VARCHAR(50)
TBD
REQUIRED
[last name]
VARCHAR(50)
TBD
Conditionally
required
[phone_1]
VARCHAR(15)
Recommended format 0000000000
Conditionally
required
[phone_2]
VARCHAR(15)
Recommended format 0000000000
Conditionally
required
[email]
VARCHAR(255)
TBD
Conditionally
required
[customer_type]
VARCHAR2(255
"Residential" or "Commercial";
defaults to Residential if not provided
TBD
[service_address_linel]
VARCHAR(200)
TBD
REQUIRED
[service_address_line2]
VARCHAR(200)
TBD
SOW -Corpus Christi Exhibit A - 2
18
Aclara
DocuSign Envelope ID: 2DA5FBA0-411 F-4773-B15C-F828C34EF54F
DocuSign Envelope ID: C293D624-D098-47B1-A304-04877D1BB283
c y.
f
., tai'
z c i . A�.
[service_city]
VARCHAR(50)
TBD
REQUIRED
[service_state]
VARCHAR(3)
TBD
REQUIRED
[service_zip_code]
VARCHAR(15)
TBD
REQUIRED
[service_agreement_id]
VARCHAR(50)
Also known as Service Contract
ID. This is the identifier for the
contract for each service. This may
not exist for the utility; in which case
it is inferred based on other
information e.g. premise + account +
commodity
TBD
[service_point_id]
VARCHAR(50)
Could be same as
MeterlD. Equivilent of a logical meter
point (metered service at a
location). Can be NULL for non -
metered charges
TBD
[active date]
CHAR(8)
date that service or account first
became active at the location (move-
in date). Used to filter AMI data
presentment Format: yyyymmdd
Required if
needing to filter
AMI data
presentation/use
by occupancy
period
[inactive_date]
CHAR(8)
date that service or account became
inactive at the location (move -out
date). Used tofilterAMl data
presentment. Format: yyyymmdd
Required if
needing to filter
AMI data
presentation/use
by occupancy
period (when a
move -out has
occurred)
[rate_code]
VARCHAR(2000
)
Note that rate helpers should be
separated by "I" characters, which
are mapped to "I" in the import
process
Required if using
BTD functionality
[service_commodity]
INT
Service commodities (file should use
ID)
ID DESCRIPTION
0 all
1 electric
2 gas
3 water
4 sewer
5 garbage
6 tv
7 fire
8 transportation
9 oil
10 propane
11 other
12 latepaymentcharge
13 bi llcha rges
REQUIRED
SOW -Corpus Christi Exhibit A - 2
19
Aclara
DocuSign Envelope ID: C293D624-D098-4781-A304-04877D1B8283
x O a
'D
e `
dR�.s1'vYuT=✓
Ls ome
[bill_date]
CHAR(8)
yyyymmdd; date that appears on
customer's bill
REQUIRED
[bill_period_days]
INT
Days in bill period e.g. 32
REQUIRED
[service_read_date]
CHAR(8)
Date+timestamp; time that bill
period's final read was taken - this is
used for the bill period end
date. This can be unique to a
service. For example, if the utility
supplies gas and electric, the bill
period end date for the gas service
could be different than the bill period
end date for the electric service.
Required if using
BTD functionality
[next_read_date]
CHAR(8)
Date+timestamp; time that bill
period's next read will be taken - this
is used with the service read date
for the end of the current bill period
for the purpose of calculating the
number of days in the current bill
period
TBD
[usage_value]
DECIMAL
Quantity of commodity used during
the bill period; could be <0
REQUIRED
except for non -
metered charges
[service_charges]
DECIMAL
Dollar value of commodity used
during the bill period e.g.
93.21. Could be < 0
REQUIRED
[meter_type]
VARCHAR(64)
AMI, AMR, Regular ... not required
TBD
[meter_units]
INT
Meter Units (file should use ID):
ID DESCRIPTION
1 kwh
2 gal
3 ccf
4 trees
5 lbs
6 therms
7 hcf
8 mcf
9 cf
10 cgal
11 hgal
12 kgal
13 cm
99 other
REQUIRED except
for non -metered
charges
[meter_id]
VARCHAR(64)
Current meterid; if Usage is provided
at Service level, then use servicepoint
and leave this field empty. Also leave
empty for non -metered charges
Conditionally
required
[meter_replaces_meterid]
VARCHAR(64)
If meterid is changed at Premise,
then list old meterid here for
continuity of monitoring
TBD
SOW -Corpus Christi Exhibit A - 2
20
Aclara
DocuSign Envelope ID: C293D624-0098-4781-A304-04877D1BB283
�k xt 7, _
[UtilityBillRecordld]
` -
ID, .4 �.4 V
it 1
lk? 'Ii
a
It'
l r;
C°
Aril CIx a4
TBD
ti4
VARCHAR(64)
Unique ID of a bill for purposes of
identifying bills for cancel/rebill
[Cancelled_UtilityBillRecordld
]
VARCHAR(64)
Unique ID of a bill for purposes of
identifying bills that have been
cancelled/replaced by a rebill
TBD
[Programs]
VARCHAR(MAX)
Comma -separated listing of
"programs" e.g. Green rate, e -bill,
myaccount subscriber. Note: aclara
needs to have the list of possible
values in order to process
appropriately.
TBD
[basic_charge]
DECIMAL
Additional charge specific to the
service
TBD
[service_taxes]
DECIMAL
Used to capture service level taxes
TBD
[demand_unit]
VARCHAR(50)
Unit for demand measure
TBD
[demand_quantity]
DECIMAL
Demand total
TBD
[demand_charge]
DECIMAL
Demand charge
TBD
[timestamp_demand_value]
VARCHAR(50)
Time stamp for demand
TBD
2.4 Reporting and Documentation
Aclara shall provide a customer report portal allowing access for Corpus Christi to view,
drill down, and export data. Specific reporting goals and objectives will be identified
and documented during the requirements gathering phase of the project.
2.5 Project Deliverables, Tasks and Schedule
2.5.1 Deliverables
The tables below describe the responsibilities and obligations of each Party with
respect to each Deliverable listed in this Section.
The following shows the key that is used to identify accountability for each deliverable:
[R] Responsible Indicates that the designated Party has responsibility and accountability
for the delivery of the applicable Deliverable or milestone.
IA] Approving Indicates that the designated Parry is responsible for approving the
applicable Deliverable or milestone.
[SI Supporting Indicates that the designated Party is responsible for providing support
for the applicable Deliverable or milestone
[I] Informed Indicates that the designated Party will provide input and be informed
of the results related to the applicable Deliverable or milestone
SOW -Corpus Christi Exhibit A - 2
21 Aclara
DocuSign Envelope ID: C293D624-D098-4761-A304-04877D1 BB283
[C] Consulted Indicates that the designated Party is responsible for contributing to the
development of the Deliverable or milestone
Phase/Deliverable
Detailed project schedule
Communication plan
Integration specifications
ZIP Codes
Requirement specifications
Baseline metrics for ongoing monitoring
Data Mapping Design
Portal Design Mockup
Configured application in a test environment
Corpus Christi test environment with working data
integration
Test accounts
if
Test configuration settings and content
Test data integrations and transfers
Application ready for user acceptance testing
Accepted and tested application
Configured application ready for deployment to
production
Aclara production release
Accountability
Aclara
R
R
R
5
R
C
5
R
R
5
R
R
R
5
R
R
Corpus
Christi
A
A
R
A
R
R
A
R
R
5
5
5
R
A
A
SOW -Corpus Christi Exhibit A - 2
22
Aclara
DocuSign Envelope ID: C293D624-D098-47B1-A304-04877D1BB283
Phase/Deliverable
Accountability
Aclara
Corpus
Christi
Corpus Christi launch
S
R
Transition to Support Services
R
A
2.5.2 Tasks
2.5.2.1 Phase 1: Project Initiation and Kickoff
Upon contract approval, Aclara shall hold a kickoff meeting to begin the project. During
this kickoff phase, Aclara and Corpus Christi will identify and introduce the teams
and confirm the project scope, define the project team organization, and develop
the communication plan. Aclara shall assign a Project Manager to oversee and
coordinate the day-to-day activities of all parties involved.
2.5.2.2 Phase 2: Requirements Definition
Aclara shall schedule group and individual discussions/workshops with key
stakeholders of Corpus Christi project in order to gain a detailed understanding of
the business requirements. Workshops include but are not limited to defining the
following: goals and objectives, metrics and reporting criteria, redirect/login
requirements, data transfer requirements, and web integration, and branding
requirements.
2.5.2.3 Phase 3: Program Design & Data Acquisition
During this phase, Aclara shall work with Corpus Christi to acquire the data needed to
support the project and analyze the data to ensure that there are no quality issues.
These efforts include working with Corpus Christi to implement a process to
retrieve regular billing data updates. Aclara shall draft an initial prototype of the
design. The primary goal at the end of this phase is to have the portal design
finalized.
2.5.2.4 Phase 4: Implementation & Configuration
During this phase, key tasks include the configuration of the portal based on the final
portal design. Aclara shall configure the changes specified in the requirements
gathering phase and set up the system in the Aclara test environment ready for
review by Corpus Christi. Aclara shall work with Corpus Christi to confirm necessary
integration points as identified in Section 2.3 for use during interface and system
testing. The primary goal at the end of this phase is to have the test environment
configured, a working data transfer and a stable test environment for system
testing.
2.5.2.5 Phase 5: Interface & System Testing
SOW -Corpus Christi Exhibit A - 2
23 Aclara
DocuSign Envelope ID: C293D624-D098-47B1-A304-04877D1 BB283
Aclara shall perform interface and system testing with support from Corpus Christi as
necessary. As part of the interface testing, Aclara shall perform configuration
testing, troubleshoot data transfers, and test content. As part of system testing,
Aclara shall execute test plans and complete a fully integrated test of the
applications from Corpus Christi test environment to the Aclara test environment,
simulating Corpus Christi customer experience. During this task, problems will be
identified and fixed. The deliverable of this task is the applications ready for user
acceptance testing.
2.5.2.6 Phase 6: User Acceptance Testing
During this phase, Corpus Christi will review the application in a test environment,
provide feedback, and identify issues required for the launch. Aclara shall support
Corpus Christi during the acceptance testing and quickly correct any problems
identified so that Corpus Christi can retest as necessary.
2.5.2.7 Phase 7: Production Release & Launch
Aclara shall release products into the production environment to align with Aclara's
monthly product release cycles. Aclara shall transition Corpus Christi from
Implementation Services to Support Services.
2.5.3 Draft Portal Project Timeline
The following draft schedule will be refined as part of the project kickoff phase.
vnese
Duration
0
WPe�
(In 0415)
1
2
3
4
5
6
7
8
9
10
11
12
15
14
15
16
17
18
19
20
21
E
i9
24
25
26
27
20
29
Project Initiation &
Kickoff
11 day56
Requiitionrement.
Defin
40 days
Omaeam Oes1gl&0.0.
Repulsldon
60 days
Implementation &
Configuration
e0 days
Interface&system
Tesdne
40 days
User Acceptance
Testing
25 days
Production Preparation
&fames
as days
Total 401 Days
156 do,
*Full historical data load of AMI and Billing must be provided 3 months prior to Production
Release & Launch.
2.5.4 Roles, Responsibilities and Engagement Structure
The Corpus Christi will allocate the following described personnel to the Project with
appropriate knowledge of the indicated area and the skills to perform Corpus Christi
tasks, and any additional personnel that may be necessary for Corpus Christi to
perform its obligations under the implementation work plan.
• Project Manager
• Subject Matter Experts in relevant areas of the application
• Resource(s) to review and approve the portal design
• Technical resource(s) to complete the integration
SOW -Corpus Christi Exhibit A - 2 24
Aclara
DocuSign Envelope ID: C293D624-D098-4761-A304-04877D1 BB283
• Business Analyst(s) familiar with data in the Customer Information System
• User Acceptance Testing resource(s)
• Escalation resource(s)
Aclara will allocate the following described personnel to the Project with appropriate
knowledge of the indicated area and the skills to perform Aclara tasks, and any
additional personnel that may be necessary for Aclara to perform its obligations
under the implementation work plan.
• Project Manager
• Subject Matter Experts in relevant areas of the application
• Technical resource(s) to complete the integration
• Business Analyst(s) familiar with AclaraACE® product and integrations
• Quality Assurance Testing resource(s)
• Escalation resource(s)
2.6 Acceptance Criteria and Process
2.6.1 Acceptance Criteria
To determine when AclaraACE® or relevant components have been successfully
implemented ("Successful Implementation"), the parties agree to an acceptance testing
process as follows:
• Aclara shall notify Corpus Christi when the AclaraACE® or relevant components are
ready for testing.
• The Corpus Christi will make reasonable attempts to support testing of the
application within ten (10) business days. Testing shall include operation of the
system and comparison with the specification.
• If Corpus Christi identifies problems that cause the AclaraACE® or relevant
components to cease functioning, Corpus Christi will provide them to Aclara in
writing.
• Aclara shall then have a maximum often (10) business days to correct any
materially non -conforming component (Severity 1 and Severity 2 issues) and notify
Corpus Christi that the application is ready for re -testing.
• Non -implementation issues, including but not limited to, minor application
problems not critical to operation (Severity 3 and Severity 4 issues) or enhancement
requests, need not prevent Corpus Christi acceptance of the Implementation.
However, plans to correct such problems or make the enhancements will be in place
and included as part of the acceptance criteria.
SOW -Corpus Christi Exhibit A - 2
25 Aclara
Docusign Envelope ID: C293D624-D098-47B1-A304-04877D1 BB283
2.6.2 Acceptance Process
The AclaraACE® or relevant components will be considered to have been successfully
implemented the earlier of: 1) Corpus Christi notifies Aclara that the Private Label Site
or relevant components have successfully passed the acceptance testing; 2) Aclara has
delivered the application and Corpus Christi does not notify Aclara in writing of any
Severity 1 or Severity 2 problems within the time period specified above or chooses to
delay production use, or; 3) Corpus Christi begins making the AclaraACE® or relevant
components available to its customers.
The above agreement is subject to the constraints and timing of the Aclara product
release cycles.
3.0 Corpus Christi RESPONSIBILITIES
3.1 Corpus Christi agrees to provide or perform the tasks identified in Section 2.2.2 and
Section 2.2.3 to enable Aclara to perform the Services and provide the Deliverables
under this SOW.
SOW -Corpus Christi Exhibit A - 2
26 Aclara
1 -Critical
Aproblem that significantly impacts Corpus Christi's customers or
employees. The Private Label Software is not fully functioning and
results in a loss of system availability, loss of security or results in
inaccurate results. No workaround or immediate solution is available.
2 -Major
A problem that impacts Corpus Christi' customers or employees. The
Private Label Software is not fully functioning or is malfunctioning such
that its use is restricted for a particular AclaraACE® element.
3 -Average
orpus Christi is able to use the Private Label Software with the exception
of a specific function that is neither critical to Corpus Christi's overall
operations nor impacts its customers or employees.
4 -Minor
There is a minor problem that does not affect the operation of the
Private Label Software.
3.0 Corpus Christi RESPONSIBILITIES
3.1 Corpus Christi agrees to provide or perform the tasks identified in Section 2.2.2 and
Section 2.2.3 to enable Aclara to perform the Services and provide the Deliverables
under this SOW.
SOW -Corpus Christi Exhibit A - 2
26 Aclara
DocuSign Envelope ID: 2DA5FBA0-411 F-4773-B15C-F828C34EF54F
DocuSign Envelope ID: C293D624-D098-4781-A304-04877D1BB283
Attachment 3
to
Statement of Work
Milestones and Software Delivery Schedules
1 - AclaraONE Upgrade Implementation
Project Milestones - Total Professional Services fees - $88,500 (Exhibit B; TBD)
Milestone
Percent
Amount
Acceptance Criteria
Contract Signature
50% 10
days
after
signature
$44,250
Contract Signed by
Corpus Christi and
Aclara
UAT Complete
50%
$44,250
Completion of System
User Acceptance (SAT)
2 - AclaraACE Implementation
Project Milestones - Total Professional Services fees - $175,000 (Exhibit B; TBD)
Milestone Description
Percent
Amount
Acceptance Criteria
Contract Signature
25% 10
clays
after
signature
$43,750
Contract signed by
Corpus Christi and
Aclara
Requirements gathering complete
15%
$26,250
Completed
Requirements
document delivered to
Corpus Christi
Design & Data Acquisition
25%
$43,750
Portal Design Approved
by Corpus Christi
UAT Complete
15%
$26,250
UAT signed off by
Corpus Christi
Portal Delivery to Production
20%
$35,000
Production verification
approved by Corpus
Christi
Total
$175,000
SOW -Corpus Christi Exhibit A - 2
27
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Attachment 4
to
Statement of Work
Rate Schedule
In the event that the Client or System Owner requires Services beyond the scope or requests any
changes to this SOW during project period and support term, Aclara could provide such Services
according to the Rate Schedule below and Change Order procedure listed in this Attachment 5.
The following categories have been defined for the Aclara Professional Services Team in the event
of a change order:
Professional
Services Staff
Off -hours hourly
rate
On -calf hourly
rate
Sr. Technical
Advisor
$250
$375
$120
Product Manager
$200
$300
$120
Project Manager
$195
$290
$120
Field Supervisor
$165
$240
$120
Sr. Technical
Advisor
$250
$375
$120
Sr. Systems
Engineer/Sr. QA
$185
$270
$120
Sr. Business
Analyst
$185
$270
$120
DBA/App1ication
Consultant
$185
$270
$120
Systems
Engineer/QA/U1
$165
$240
$120
Expenses: as incurred per visit Mileage: then current IRS mileage rate
Services will be charged at the applicable Rates as follows:
SOW -Corpus Christi Exhibit A - 2 28
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1) Standard Hourly Rates will apply to all service hours expended that do not
exceed eight (8) consecutive hours during Aclara's normal business hours of 8:00
a.m. - 6:00 p.m. Eastern Time, Monday through Friday, excluding Aclara Holidays.
2) Off -Hours Hourly Rates will apply to all service -hours expended beyond eight (8)
consecutive hours during Aclara's normal business hours. The following constitutes
Off -Hours (all time in prevailing eastern time zone):
• Aclara observed Holidays
• Weekends: 6:00 p.m. Friday until 8:00 a.m. Monday
• Weekdays: 6:00 p.m. until 8:00 a.m.
3) On -Call service is a pre -arranged service by which the Client places a request to
have an Aclara staff member accessible for a specified time period. During the
period for which an Aclara staff member is accessible, On -Call Rates will be charged.
If an Aclara staff member must perform services during the On -Call period, the
services will be billed at the appropriate Hourly Rate or Off -Hours Hourly Rate,
instead of the On -Call rate. This service will be provided remotely via a
telecommunications link.
4) All expenses must be pre -approved by Client.
A. If Aclara is requested to travel to the Customer's site to provide Services, the costs and
expenses associated with such travel will be borne by Customer and invoiced as set forth
below.
1) Travel Expenses: Unless otherwise mutually agreed, Aclara's travel expenses for On -
Site Services shall include, but are not limited to transportation fares (air, bus, rail),
lodging, meals, automobile rental, fuel, parking and local transportation, and will be
charged to the Client on an actual basis. Actual receipts must be provided as
documentation to Client. All travel expenses provided by Aclara will be in
accordance with the Corpus Christi City Travel Policy for Contractors.
B. Aclara reserves the right to change the above rates upon 30 days' notice. Changed rates
shall not apply retroactively.
SOW -Corpus Christi Exhibit A - 2
29 Aclara
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Attachment 5
to
Statement of Work
Change Order Procedure
Any change to a Statement of Work must be agreed upon in writing by both parties. The following procedure
(whether requested by the Client or Aclara) will be used to control all changes. All Requests for Change ("RFC")
to the applicable Statement of Work must be made in writing and shall be submitted by the appropriate
Project Manager. Each request should contain the following information:
• The requested change;
• Estimated impact, if any, on Project schedule; and
• The impact, if any, on the existing work product; • Estimated change, if any, in Services fee
The Project Manager shall review and accept or reject the RFC. If rejected, the RFC shall be returned to the
submitting party with written reasons for rejection and, as appropriate, any alternatives. All approved RFC's
will be incorporated into the Change Order to this Statement of Work. Aclara will not perform any Services
outside of the Statement of Work until the RFC has been signed by both parties.
1. Describe the requested change:
2. Define the impact, if any, on existing work product:
3. Define additional work product required as a result of the requested change, if any:
4. Define the impact, if any, to the existing Project schedule. Provide an updated Project schedule, if
appropriate.
5. Provide an updated work product and payment schedule, if appropriate.
Accepted By: Accepted By:
Aclara Technologies LLC (Aclara) City of Corpus Christi
By: SAMPLE By: SAMPLE
Print name: SAMPLE Print name: SAMPLE
Title: SAMPLE Title: SAMPLE
Date: SAMPLE Date: SAMPLE
SOW -Corpus Christi Exhibit A - 2
30 Aclara
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EXHIBIT C
ACLARA SOFTWARE LICENSE AGREEMENT
This Software License Agreement is entered into as of the date last signed below (the "Effective Date") by
and between:
Aclara Technologies LLC, an Ohio Limited Liability Company
77 Westport Plaza Suite 500
St. Louis, MO 63146
(Referred to herein as "Aclara")
And City of Corpus Christi, a Texas Municipal Corporation
1201 Leopard Street
Corpus Christi, Texas 78401
(Referred to herein as "Licensee")
Individually, Aclara® and Licensee may be referred to as "Party" and collectively as "Parties".
Whereas, the Parties have entered into a Master Agreement of Octobeer 22, 2013 under which Aclara
has agreed to sell and Licensee has agreed to purchase certain equipment and services; and
Whereas, Licensee desires to obtain from Aclara, and Aclara desires to provide certain computer
software and associated maintenance services as more fully described below:
NOW THEREFORE, in consideration of the mutual covenants contained herein and in the Master
Agreement, and intending to be legally bound, the Parties agree as follows:
1. Definitions. The following words and phrases shall have the following meanings for the purposes
of this Software License Agreement:
A. "Software License Agreement" means this document and the following Attachments all of
which are attached hereto and made a part hereof, and any amendments, modifications
or supplements thereto or attachments incorporated therein:
1) Attachment A - Listing of Aclara Licensed Software, Third Party Licensed
Software, Licensing Parameters, Third Party Software Not Licensed, and License
Fees.
B. "Aclara Licensed Software" means the software described on Attachment A as "Aclara
Software".
C. "Delivery" shall mean the remote installation of the Software on the Licensee -provided
Designated Equipment, or, if applicable, upon the Delivery of the Designated Equipment
provided by Aclara on which the Software is installed.
D. 'Designated Equipment" means the computer equipment of Licensee in which Aclara
loads the Licensed Software on the Licensee's back-up computer equipment and such
additional equipment as Licensee may from time to time designate in writing, which such
back-up equipment and such additional equipment shall meet Aclara's applicable
specifications.
E. "Documentation" means basic, descriptive, training and instructive materials pertinent to
the Licensed Software.
Software License AgreementPage 1 of
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F. "Hosted Solution(s)" means the Software, systems and servers which reside at the Aclara
facility.
G. "Licensed Software" means the Aclara Licensed Software and the Third Party Licensed
Software.
H. "Licensing Parameters" means Central Processing Units (CPUs), Processors (including
Sockets and/or Cores), Seats, Interfaces and End Points connected to the system
(Meters, LCTs, CSTs, DSIs, MTUs, DCUs, etc.) and Utilities as set forth on Attachment
A.
"Multi -Utility" means a license under the Licensing Parameters of which the Licensee is
allowed to read meters for another utility.
J. Object Code" means the instructions or statements comprising the Licensed Software
expressed in machine-readable language, being the machine level representations that
actually cause the computer to execute instructions and operations.
K. "Peripheral Programs" mean computer programs which do not include any logic or code
of the Licensed Software and which use the output of the Licensed Software as in put to
another computer program.
L. "Software Release" for the purpose of this Agreement, Software Release means a
release of licensed or available Software that includes Software Updates or Software
Upgrades. Software Releases may also be developed to address updates of Third -party
Software and Hardware products.
M. "Software Update" for the purpose of this Agreement, Software Update means a
modification or addition that, when made or added to the Software or Third Party
Licensed Software, establishes material conformity of the Software or the Third Party
Licensed Software to its respective specification, i.e. bug fixes and/or enhancement to
existing function.
N. "Software Upgrade" for the purpose of this Agreement, means a modification or addition
to Licensed Software that is beyond the scope of the definition of Software Updates; and
that may be offered to Licensee for licensed use and maintenance. If Licensee requests
Aclara to add a Software Upgrade of the Software licensed under this Agreement such
Software Upgrade shall be incorporated by written Amendment.
O. "Source Code" means a set of instructions expressed in human readable language from
which the Object Code is derived.
P. "Third Party Licensed Software" means the software described on the Attachment A as
"Third Party Software—Included in this Software License Agreement."
Q. "Aclara Technology System" means the system comprised, in part, of: 1) the equipment
purchased by Licensee from Distributor and 2) the Licensed Software licensed to
Licensee hereunder.
2. Grants of License.
A. Subject to the terms and conditions set forth herein, Aclara hereby grants to Licensee,
and Licensee accepts, a fully paid, non-exclusive, non -transferable, perpetual (subject to
termination as set forth herein), Object Code license to use the Licensed Software on the
Designated Equipment solely in connection with use by Licensee of Licensee's Aclara
Technology System. Third Party Licensed Software is sublicensed by Aclara to Licensee
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pursuant to sublicensing agreements with the respective third parties identified on
Attachment A.
B. Subject to the terms and conditions set forth herein, Aclara hereby grants to Licensee,
and Licensee accepts, a fully paid, non-exclusive, non -transferable, perpetual (subject to
termination as set forth herein), license to use the Documentation solely in connection
with its use of the Licensed Software.
3. License Fee. Upon Delivery of the Licensed Software onto the Designated Equipment, either in
the Aclara NCC Server shipped to the Licensee or remotely installed in the Licensee -provided
server, Aclara shall issue an invoice for the License Fee set forth on Attachment A. Such invoice
shall be due and payable, without discount, within 30 days. The License Fee is exclusive of all
taxes imposed by any governmental agency based on Licensee's use or possession of the
Licensed Software, including, but not limited to, state or local sales, use and personal property
taxes, all of which shall be Licensee's sole responsibility.
4. Restrictions on Use. Licensee's use of the Licensed Software and Documentation is restricted
and limited as follows:
A. Licensing Parameters. Licensee use of the Licensed Software is restricted to the
Licensing Parameters. Use of the Licensed Software outside the Licensing Parameters
is subject to the express written consent of Aclara and the payment of all required
additional License Fees.
B. Aclara Technology System.
1) Unless Licensee has a Multi -Utility license, Licensee's use of the Licensed
Software and Documentation is restricted to Licensee's internal use solely in
connection with Licensee's use of Licensee's Aclara Technology System.
Licensee may not rent the Licensed Software or use the Licensed Software on a
time share basis. This restriction is specifically applicable to any service or
service bureau arrangement to which Licensee is, or may be, a party. Licensee
shall not directly or indirectly, make the Licensed Software available to others.
2) If Licensee has a Multi -Utility license as stated in Attachment A to this
Agreement, Licensee's use of the Licensed Software and Documentation is
restricted to (i) Licensee's internal use solely in connection with Licensee's use of
Licensee's Aclara Technology System and to (11) Licensee's use in providing
meter reading services to its customer/utilities utilizing Licensee's Aclara
Technology System. The customer/utilities to which the Licensee may provide
such services are limited to those that shall be identified in Attachment A, Aclara
Software License Agreement. It is the obligation of Licensee to update such list
no less frequently than annually. Licensee may not rent the Licensed Software
or use the Licensed Software on a time share basis.
C. Alteration. Licensee's use of the Licensed Software is limited in that Licensee is
prohibited from altering, attempting to reverse engineer, attempting to decompile, or
creating or attempting to create a derivative work from the Licensed Software.
D. Copies.
1) Licensee's use of the Licensed Software is limited in that it may not copy the
Licensed Software except for:
a. use in the Designated Equipment;
b. back-up purposes; and
c. archival purposes.
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2) All such copies shall include any copyright notices appearing in the Licensed
Software.
3) Licensee shall have the right to copy and to modify the Software Documentation
to coordinate the Documentation with Licensee's own internal training and
working procedures. Aclara shall have no liability or obligation to Licensee with
respect to any such modified Documentation and any additional costs incurred by
Aclara in the integration of maintenance changes caused by such modifications
shall be reimbursed to Aclara by Licensee.
E. Compliance with Laws. Licensee's use of the Licensed Software is limited in that it must
use the Licensed Software and the Documentation in accordance with all applicable laws
and regulations of the United States and the States, Country and localities in which the
Licensed Software and Documentation is used.
F. Use on Designated Equipment. Licensee's use of the Licensed Software is restricted to
use on the Designated Equipment. Should Licensee desire to transfer the operation of
the Licensed Software to a computer other than the Designated Equipment, Licensee
shall notify Aclara upon such transfer. Such computer must meet the specifications of
the Designated Equipment. Upon such notification, such computer shall become the
Designated Equipment. Under no circumstances may the Licensed Software be used for
production purposes on other than the Designated Equipment.
G. Temporary Use. Without notice to Aclara, Licensee may temporarily transfer the
operation of the Licensed Software to a backup computer if the Designated Equipment is
inoperative due to malfunction, or during the performance of preventive maintenance,
engineering changes or changes in features or model until the Designated Equipment is
restored to operative status and processing of the data already entered into the back up
computer is completed.
5. Ownership of Licensed Software and Documentation. Aclara is the owner of the Aclara Licensed
Software and Documentation. The Third Party Licensed Software is owned by the third parties
named on Attachment A. Upon the cessation of use of the Licensed Software by Licensee or
upon the termination of this Software License Agreement as herein provided, Licensee shall
promptly return to Aclara all copies of the Licensed Software and Documentation or destroy same
and provide to Aclara a certificate of destruction in form and content satisfactory to Aclara and
executed by an officer of Licensee.
6. Warranties. In connection with the Licensed Software and any services provided hereunder,
Aclara makes the following warranties:
A. Software. Aclara warrants, with respect to the software licensed under this Software
License Agreement that:
1) With respect to Third Party Licensed Software:
a. Any applicable third Party license fees have been paid;
b. Licensee's use thereof shall be at no additional cost to Licensee;
c. Licensee's use thereof shall only be subject to the terms of this Software
License Agreement.
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Aclara expressly disclaims any other warranties with respect to Third Party
Licensed Software and shall have no warranty obligations with respect to
such Software.
2) With respect to Aclara Licensed Software and any updates or upgrades thereto
provided to Licensee:
a. Aclara is the owner of the Aclara Licensed Software and has the right
and authority to license the Aclara Licensed Software to Licensee;
b. Licensee's use of the Aclara Licensed Software shall only be subject to
the terms of this Software License Agreement; and
c. The Aclara Licensed Software will operate substantially in accordance
with the Documentation licensed by Aclara pursuant to the terms of this
Software License Agreement.
3) In the event a breach of the foregoing warranties occurs prior to twelve months
from installation of the Aclara Licensed Software, Aclara shall, at its sole cost and
expense, perform such work as is necessary to promptly remedy the breach.
B. Services. With respect to Services to be performed by Aclara under this Software
License Agreement, Aclara warrants that the Services shall be performed in a
professional, competent and timely manner by Aclara Personnel appropriately qualified
and trained to perform such Services. In the event of a breach of the foregoing warranty
relating to Services occurs within twelve months from the date of the providing of such
Services, Aclara shall, at its sole cost and expense, re -perform such Services.
C. Except as specifically set forth herein, no warranty under any provision of this Software
License Agreement is made with respect to software items that have not been created or
manufactured by Aclara, such being subject only to the warranties made by their
respective creators or manufacturers. Aclara shall not be responsible or liable for
unauthorized modifications, alterations, misapplications, or repairs made to the
equipment and/or software by Licensee Personnel or persons other than Aclara
Personnel, or for damage thereto caused by negligence, accidents or use by Licensee
Personnel or persons other than Aclara Personnel in violation of any provision of this
Software License Agreement.
THE WARRANTIES SET FORTH IN THIS SOFTWARE LICENSE AGREEMENT ARE
EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES, WHETHER EXPRESSED
OR IMPLIED, INCLUDING ANY WARRANTIES OF MERCHANTABILITY OR FITNESS
FOR PURPOSE.
7. Term and Termination.
A. The term of this Software License Agreement shall commence upon the installation of the
Licensed Software in the Designated Equipment. Unless this Software License
Agreement is terminated sooner as provided herein, this Software License Agreement
shall remain in effect so long as Licensee continues to own and operate the Aclara
Technology System and shall automatically and immediately terminate when that ceases
to be the case for any reason. Aclara may terminate this Software License Agreement:
1) for any material breach or default by Licensee upon notice in writing to Licensee,
specifying the breach or default by Licensee, and Licensee's failure to cure such
breach or default within 30 days from the date of its receipt of such notice;
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2) upon Licensee's ceasing to do business;
3) upon the dissolution of Licensee;
4) upon the filing of any petition for declaration of bankruptcy or insolvency by or
against Licensee which is not withdrawn or dismissed within 30 days; or
5) upon the appointment of a receiver for Licensee.
B. Licensee may terminate this Software License Agreement without cause at any time
upon 30 days' notice in writing to Aclara.
8. Peripheral Programs. In order to make efficient use of the data generated by the Licensed
Software, Licensee shall have the right to develop one or more Peripheral Programs. Aclara shall
have no rights to or obligations with respect to Peripheral Programs.
9. Aclara Maintenance Agreement. Aclara offers a separate Maintenance Agreement to its
Licensees. Aclara's standard agreement for the provision of those services is set forth on Exhibit
D to Amendment 2 to the Master Agreement. The cost of Maintenance Services will be based
upon Aclara's standard charge then in effect, which charge will be dependent upon Licensing
Parameters then in effect and level of service selected by Licensee.
10. Third Party Beneficiaries. With respect to the owners or licensors of Third Party Licensed
Software, such owners or licensors are third party beneficiaries of this Software License
Agreement.
11. Indemnity. Aclara shall defend, indemnify, save and hold harmless Licensee from and against
any claims, losses, damages, fees, costs and expenses incurred by Licensee arising out of or in
connection with a third party's claim of infringement or alleged infringement of any United States
patent, copyright, trademark, trade or business secret, service mark or any other proprietary right
based solely on the use or design of any the Aclara Licensed Software licensed hereunder and
used by Licensee strictly in accordance with the terms of this Agreement provided that (a) in the
case of Aclara Licensed Software, it is the latest released version of the Aclara Licensed
Software; (b) Licensee promptly notifies Aclara in writing of such claims; (c) Licensee fully
cooperates with Aclara in assisting in the defense or settlement of such claims; and (d) Aclara
has the sole right to conduct the defense of such claim or to settle such claim. In addition, in the
event any such Aclara Licensed Software licensed hereunder is held in such suit to be infringing
or misappropriating or its use by Licensee is enjoined or limited in any manner, or Aclara believes
that such holding or enjoining is likely, Aclara shall at its expense: (a) procure for Licensee the
right to continue use of Aclara Licensed Software, or (b) replace or modify the same with an
equivalent non -infringing product with functionality substantially similar to the product it is
replacing. Notwithstanding the foregoing, Aclara shall not be liable for any claim based on the
combination or use of the Aclara Licensed Software with any other software not supplied or
authorized by Aclara, or any claim based on Licensee's possession or use of any altered version
of Aclara Licensed Software unless such alteration has been performed or expressly authorized
by Aclara.
12. Limitation of Liability and Damages. Notwithstanding anything contained herein to the contrary,
the total aggregate liability of Aclara to the Licensee for any and all liability arising out of or in
connection with the performance of this Software License Agreement shall be limited to the
aggregate sum of payments made by Licensee to Aclara under this Software License Agreement.
IN NO CASE SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY
CONSEQUENTIAL, INCIDENTAL, INDIRECT, PUNITIVE, OR SPECIAL DAMAGES OR FOR
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THE LOSS OF BENEFIT, PROFIT, REVENUE, OR DATA, EVEN IF THE PARTY HAS BEEN
ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
14. Uniform Computer Information Transactions Act. The Uniform Computer Information
Transactions Act (the "Act"), including any law that incorporates substantially all of the provisions
of the Act, however titled, shall not apply to this Software License Agreement.
15. Assignment. Neither Party may assign its rights or obligations under this Agreement without the
prior written consent of the other Party, provided however, that Aclara may assign this Agreement
to an Affiliate, or to entity acquiring all or substantially all of the assets of Aclara if the acquiring
entity is an Affiliate, or, by operation of law, to an entity into which Aclara is merged if the
surviving entity is an Affiliate, in each such case without prior approval of the other Party. In any
such event, Aclara shall provide the other Party with prompt written notice of such assignment.
As used herein, "Affiliate" means a company which either owns or controls Aclara or which Aclara
owns or controls directly or indirectly, or is under common control directly or indirectly with Aclara
through a common parent company.
16. Notices. Any notices required or permitted hereunder shall be in writing and shall be deemed to
be given sent by United States registered or certified mail, postage prepaid, to the respective
Parties at the addresses shown below. Notices so given shall be deemed received three
business days from the date of deposit in the U. S. Mails.
If to Aclara:
Aclara Technologies LLC
Attn: Contract Administration
77 Westport Plaza Suite 500
St. Louis, MO 63146
If to Licensee:
City of Corpus Christi
Attn: Peter Collins
1201 Leopard Street
Corpus Christi, Texas 78401
17. Injunctive Relief. Licensee agrees that notwithstanding anything contained herein to the contrary,
in the event of a breach by Licensee of the terms of this Software License Agreement, or if Aclara
has reasonable reason to believe that such a breach is imminent, Aclara shall have the
unequivocal right to seek and obtain timely injunctive relief against Licensee in order to protect
Aclara's rights in and to the Licensed Software.
18. Governing Law. This Software License Agreement shall be governed by the laws of the State of
Texas, United States of America.
SIGNATURES ON FOLLOWING PAGE
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IN WITNESS WHEREOF, the Parties have executed this Software License Agreement as of the date last
signed below.
Aclara Technologies LLC
,—Docuslgned by:
lM W.Sbin.
By:
0 Iassn...
Tim Nelson
Name:
Title: HPS VP Finance
6/8/2020
Date:
City of Corpus Christi (TX)
DDocuSigned by:
By: Q
Kim cIiaKeraaF..
Name:
Title:
Director of Contracts and Procurement
7/23/2020
Date:
Approved as to form;
DocuSigned by:
6/1A4 RWA,
KIWCitylkttorney
For City Attorney
Page 8 of 8
22/2020
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EXHIBIT D
MAINTENANCE AGREEMENT
This Agreement is made and entered into as of the date last signed below (the "Effective Date") by and
between:
Aclara Technologies LLC, an Ohio Limited Liability Company
77 Westport Plaza Suite 500
St. Louis, Missouri 63146
(Referred to herein as "Aclara")
And City of Corpus Christi, a Texas Corporation
1201 Leopard Street
Corpus Christi, Texas 78401
(Referred to herein as "Customer")
Individually, Aclara® and Customer may be referred to as "Party" and collectively as "Parties".
Whereas, the Parties have entered into a Master Agreement of October 22, 2013 under which Aclara has
agree to sell and Customer has agreed to purchase certain equipment and services; and
Whereas, the Parties have also entered into a Software License Agreement of even date, whereby
Customer has agreed to license from Aclara, and Aclara has agreed to license to Customer certain
computer software; and
Whereas, pursuant to such Software License Agreement, Customer has agreed to obtain from Aclara,
and Aclara has agreed to provide to Customer associated maintenance and hosted services for the
Customer's Aclara Technology System, as more fully described below.
NOW THEREFORE, in consideration of the mutual covenants contained herein, and intending to be
legally bound, the Parties agree as follows:
1. Definitions. For the purposes of this Agreement, the following definitions shall apply:
A. "Aclara Holidays" means New Year's Day, Memorial Day, Independence Day, Labor Day,
Thanksgiving, the day after Thanksgiving, Christmas Eve, Christmas Day and New
Year's Eve.
B. "Aclara Technology System" (or "System") means the system comprised of, in part 1) the
Hardware purchased from Aclara by Customer, and 2) the Software licensed by Aclara to
Customer under the terms of the Software License Agreement.
C. "Additional Services" means services offered by Aclara for improvements
and/or enhancements to the Customer's System that are not covered by this Agreement,
but may be offered and provided at the rates set forth on Schedule B hereto.
E.
"Classroom Training" means training offered by Aclara at its facility.
"Customer Portal" means an electronic gateway to a secure entry point via Aclara's
website at www.Aclara.com that allows Aclara customers to log in to an area where they
can view and download information or request assistance regarding Issues with the
System.
F. "Custom Enhancement" means any improvement, modification or addition that, when
made or added to the Software or Third Party Licensed Software, changes its utility,
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efficiency, functional capability or application. Custom Enhancements are not included as
part of this Agreement.
G. "Customer Site Training" means Aclara providing its training at the Customer's facility at
the then current terms and pricing published on the Aclara Customer Portal. The training
may be customized to meet the Customer's needs.
H. "Documentation" means the user manuals and supporting documentation in electronic
form containing copyrighted material and other proprietary material and information of
Aclara provided with the Software under this Agreement.
"Error" means any failure of Software to conform in all material respects to the
requirements of this Agreement or Aclara's published specifications. Any nonconformity
resulting from Customer's misuse, improper use, alteration or damage of the Software,
the combination of the Software with any hardware or software not supplied by or
authorized by Aclara, or any other condition beyond the control of Aclara, shall not be
considered an Error.
J. "Error Correction" means either a modification or addition that, when made
or added to the Software, brings the Software into material conformity with the published
specifications, or a procedure or routine that, when observed in the regular operation of
the Software, avoids the practical adverse effect of such nonconformity
K. "E -Learning" means on-line training offered by Aclara via the Internet.
L. "Hardware" means the Aclara Equipment and Third Party Equipment identified on Exhibit
B which may include Test Equipment, Meter Transmission Unit (MTU), Data Collection
Unit (DCU) and Utility MTU Programmer.
M. "Hosted STAR Network Control Computer" or "Hosted NCC" means Software and
database storage capacity installed, hosted and maintained on application and database
servers or other equipment controlled by Aclara and made accessible to Customer
through the Internet via one or more Customer Portals.
N. "Issue" means a problem with the Hosted NCC identified by the Customer, which requires
a response by Aclara to resolve.
0. "Maintenance Services" means activities to investigate, resolve Issues and correct
product bugs arising from the use of the Software in a manner consistent with the
published specifications and functional requirements defined during implementation of
the Services.
P. "Patch" means a version of the Software that provides an Error Correction
to address an urgent need that is outside the schedule of regularly released Software
Revisions or Software Versions.
Q. "Renewal Period" means each of one or more consecutive twelve (12)
month periods following the Initial twelve (12) month Term of this Agreement.
R. "Severity Level" means a designation of the effect of an Issue on the
Customer's use of the System. The Severity of an Issue is initially defined by the
Customer and confirmed by Aclara. Until the Issue has been resolved, the Severity Level
may be raised or lowered based on Aclara analysis of impact to business. The four
Severity Levels are:
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Severity
Level
Description
1
Requires immediate attention— Critical production functionality is not
available or a large number of users cannot access the system. Causes a
major business impact where service is lost or degraded and no
workaround is available, therefore preventing operation of the business.
2
Requires priority attention - Some important production functionality is not
available, or a small number of users cannot access the system. Causes
significant business impact where service is lost or degraded and no
workaround is available, however the business can continue to operate in
a limited fashion.
3
Requires attention —There is a problem or inconvenience. Causes a
business impact where there is minimal loss of service and a workaround
is available such that the system can continue to operate fully and users
are able to continue business operations.
4
There is a problem or issue with no Toss of service and no business
impact. Operational Incident which does not involve an equipment outage
but may cause an inconvenience and does not impact business
operations or functionality of the Hosted NCC. Should be resolved
after more serious Incidents have been resolved.
S. "Software" means the software and firmware provided by Aclara, and listed in the
Software License Agreement. NI Software, Software Revisions and Software Versions
provided by Aclara shall be subject to the terms and conditions of the Software License
Agreement entered into by and between Aclara and Customer, including any
amendments thereto.
T. "Software Version" means the base or core version of the Software that contains
significant new features and significant fixes and is available to the Customer. Software
Versions may occur as the Software architecture changes or as new technologies are
developed. Software Versions are not provided or included as part of this Agreement.
U. "Software Revision" means an update to the released version of the Software code which
consists of minor enhancements to existing features and code corrections. Software
Revisions are provided and included as a part of this Agreement.
V. "Supplemental Services" means the services set forth on Schedule C hereto, and offered
at the prices set forth on Schedule C hereto.
W. "Target Response" refers to the period of time between a Customer's initial contact with
Aclara to report an issue (by phone, email or through the Customer Portal, thereby
creating a ticket which has been assigned a number for tracking purposes) and Aclara's
initial contact back to Customer to begin investigation of the reported Issue.
X. "Third Party Licensed Software" means the software provided as part of the Aclara
Hosted NCC, but not developed by Aclara.
Y. "Training Services" means all training provided by Aclara to the Customer, including but
not limited to Classroom Training, E -Learning Training and Customer -Site Training.
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2. Term of Agreement. Subject to the termination provisions set forth below, this Agreement shall
become effective as of the Effective Date. Maintenance and Hosted Services shall begin upon
Delivery of the Hosted Solution and shall continue in full force and effect for an initial term of two
(2) years ("Initial Term").
3. Scope
A. Software Maintenance and Hosting.
A. The Software maintained under this Agreement shall be the Software set forth in
Attachment A to the Software License Agreement. Any additional Software for
which a license is obtained by the Customer from Aclara shall be automatically
incorporated into this Agreement and the pricing for Maintenance Services
adjusted accordingly.
B. Aclara will provide the Hosted Solution in a secure, 24/7 environment according
to the terms established herein.
C. Aclara will use commercially reasonable efforts to provide a high level of site
uptime. It is our goal to provide at least 98% uptime. This goal excludes
scheduled maintenance and upgrades, failure caused by the Internet or
Customer software, events of force majeure, or downtime caused by any other
factor beyond Aclara's reasonable control.
D. Aclara will use commercially reasonable efforts to prevent more than 1 hour of
continuous down time during business hours (defined as 6:30AM to 6:30 PM
CST) every day; and to prevent more than 6 hours of continuous down time
during non -business hours (defined as the hours between 6:31 PM to 6:29 AM
(CST), with the same exclusions as noted above.
E. Generally, Aclara performs all scheduled system maintenance and upgrades
during non -business hours. Aclara will provide Customer with as much advanced
notice of scheduled downtime as reasonably possible.
F. During any period of downtime of the Hosted Solution of more than one hour in
duration, Aclara will provide notice to users by posting a web page that indicates
that the site is temporarily unavailable due to routine maintenance and to please
come back later.
G. Aclara will provide e-mail notice to appropriate Customer staff if there will be
more than one hour of down time of the Hosted Solution. Notice will include at
least a brief description of the reason for the down time and an estimate of the
time when Customer can expect the site to be up and available.
H. Aclara agrees that it will protect the hosted data according to commercially
acceptable standards and no less rigorously than it protects its own confidential
information, but in no case less than reasonable care. Aclara shall develop,
implement, maintain and use appropriate administrative, technical and physical
security measures which may include but not be limited to encryption techniques,
to preserve the confidentiality, integrity and availability of al] such hosted data.
Aclara will use commercially reasonable efforts to ensure that all hardware
(including servers, routers, and other related equipment) on which the
applications are deployed are attached to backup power systems sufficient to
maintain the site's availability for so long as any power outage could reasonably
be expected to occur, based on the experience of Aclara at its deployment
location.
B. Hardware Maintenance. Under this Agreement, Aclara provides assistance to Customer
by remote diagnosis and troubleshooting of those items identified in Section 11. above,
which have been purchased by Customer from Aclara. In addition, Supplemental
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Maintenance Services for such Hardware may be available when offered in Schedule C
during the term of the Agreement. For existing DCUs, they will continue to be supported
until January 1, 2021 or replaced or decommissioned as part of the DCU upgrade project.
C. Maintenance Services Provided. Aclara shall provide Maintenance Services at the level
selected by the Customer as designated in Schedule J, Maintenance Services Selected.
The following are included as part of this Agreement:
A. Aclara Software Revisions and Patches. Aclara shall provide Software Revisions
and Patches as they become available. In support of such Software Revisions
and Patches, Aclara shall provide updated user technical documentation
reflecting the Software Revisions and Patches as soon as reasonably practicable
after the Software Revisions and Patches have been released. Updated user
technical documentation that corrects Errors or other minor discrepancies will be
provided to Customers when available.
B. Third Party Software Revisions. At the option of Aclara, periodic Software
Revisions of the Third Party Licensed Software will be provided by Aclara without
further charge provided the following conditions are met: (i) the Software
Revision corrects a malfunction in the Third Party Software that affects the
operation of the Software; and (ii) the Software Revision has, in the opinion of
Aclara, corrected malfunctions identified in the Aclara Technology System and
has not created any additional malfunctions; and (iii) the Software Revision is
available to Aclara. Customer is responsible for obtaining and installing the
Software Revision if the Third Party Software was not licensed to Customer by or
through Aclara. Software Revisions to Third Party Licensed Software provided by
Aclara are specifically limited to the Third Party Software identified and set forth
in Attachment A to the Software License Agreement. Any associated Hardware
or Hardware modifications required to support revisions of Third Party Software
are not included under the terms of this Agreement.
D. Response to Issues. Aclara will provide verbal or written responses to Issues identified
by the Customer in an expeditious manner. Such responses shall be provided in
accordance with the Target Response Times as defined in Schedule A, Maintenance
Services.
E. Service Limitations. The Maintenance Services defined in this Agreement
are applicable only to the Aclara Technology System, excluding third party equipment,
and Third Party Software identified in Attachment A to Software License Agreement. The
following limitations apply to Maintenance Services under this Agreement.
1) New Software Versions are not included as a part of this Maintenance
Agreement. Such Software Versions will be offered to Customer for additional
fees and costs.
2) Maintenance services shall be limited to the latest Software Revision, and the
two previous Software Revisions currently maintained by Aclara. All code
changes, Enhancements or fixes will be incorporated into the latest Software
Revision or a future Software Revision. Aclara has no obligation to make code
changes, Enhancements or fixes to previous Software Revisions.
3) Maintenance Services do not include costs incurred by Aclara while investigating
problems that are the result of Customer's negligence, misuse, or unauthorized
application, alteration, or modification of the Software, Hardware, or interfaces to
the equipment configuration, which shall be invoiced to Customer on a time -and -
material basis at Aclara's then current published rates. The current rates are set
forth on Schedule B hereto.
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Aclara — Corpus Christi
4) Services offered outside of Maintenance Services as noted in Schedule C,
Supplemental Services attached hereto are not included in this Agreement.
Such additional services are available and may be provided upon Customer's
request at the fixed price established on Schedule C, and if no fixed price is
established, in accordance with the terms and rates provided in Schedule B
hereto.
5) During Renewal Periods, certain follow-up training is provided as outlined in
Schedule A, Maintenance Services. Additional training is available and may be
purchased. Please contact Aclara Customer Support at 1-800-892-9008 for
training requirements and fees.
6) Aclara shall consider and evaluate the development of Custom Enhancements
for the specific use of Customer and shall respond to Customer's requests for
Custom Enhancements or other additional services pertaining to the Software.
Such Custom Enhancements or additional services shall be subject to a separate
charge in accordance with Aclara's then in effect rates. The current rates are
listed on Schedule B hereto.
7) Maintenance Services do not include any problem arising from the use of
components manufactured or authorized by anyone other than Aclara as an
interface or peripheral to the Software.
8) Maintenance Services do not include any problem resulting from the combination
of the Software with such other programming or equipment unless such
combination has been approved by Aclara.
9) Maintenance Services do not include any problem caused by changes to other
software (including releases and patches), interfaces or systems connected to
the Software including but not limited to changes of operating systems database
servers, web servers, and communications software.
10) Maintenance Services do not include changes in workflow, practices,
procedures, or processes that differ from the Software approved specifications.
11) Customer specific testing and reimplementation of Custom Enhancements are
not part of this Maintenance Agreement
Customer will be responsible to pay Aclara for time or other resources provided by Aclara
to diagnose or attempt to correct any of the items set forth above in this Section 3.E., at
Aclara's then current time and material rates. If Aclara incurs expense in servicing claims
which are later shown to result from any of the above activities, Customer shall pay Aclara
the costs associated with the performance of such service. Aclara's time and material rates
are attached hereto as Schedule B. Aclara, in its sole discretion, may change these rates
from time to time with thirty (30) days advance notice to Customer.
4. Customer Responsibilities
A. Notification of Issues
1) Customer shall provide Aclara with timely notification of any new System issues
by one of three methods:
a. By entering the problem on the Aclara Customer Portal (See Note 1
below);
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Aclara - Corpus Christi
b. Contacting Aclara Customer Support at 1-800-892-9008; or
c. Emailing the problem to supportaclara.com
Note 1: Customer's utilization of the Aclara Customer Portal is the
preferred method for Issue notifications.
2) Aclara provides technical support for Severity 1 and 2 issues, 24 hours per day;
seven (7) days per week; 365 days per year. All Severity 1 and 2 notifications
submitted between the hours of 6:00 p.m. and 6:30 a.m. Central Time (Monday
through Friday, Weekends and Aclara Holidays) must be submitted through the
Aclara Customer Portal. If Customer cannot readily access the Aclara Customer
Portal, Customer may contact Aclara at the "800" number listed above.
B. Technical Staff. Customer shall be responsible for maintaining sufficient suitably trained
technical staff to operate and maintain the System on a day-to-day bask. Aclara training
for designated contacts shall be made available to Customer.
C. Support for Problem Investigation. Customer shall support all reasonable requests by
Aclara as may be required in problem investigation and resolution.
Designation of Point of Contact. Customer shall assign an individual or individuals to
serve as the designated contact(s) for all communication with Aclara during Issue
investigation and resolution.
E. Discovery of Errors. Upon discovery of an Error, Customer agrees, if requested by
Aclara, to submit to Aclara a listing of output and any other data that Aclara may require
in order to reproduce the Error and the operating conditions under which the Error
occurred or was discovered.
5. Payment and Charges
A. Billing Rate. The charge for Maintenance Services as defined herein shall be at the
annual Fee as identified in Schedule D, Maintenance Services Selected hereof during the
Initial Term of this Agreement. The annual Fee shall not be subject to adjustment during
the Initial Term. Thereafter, during any subsequent Renewal Period, upon receipt of a 30
day notice, the Fee shall be subject to adjustment [not to exceed five percent (5%)] at the
commencement of each Renewal Period.
B. Currency and Taxes. Prices and charges stated herein are in U.S. dollars and are
exclusive of Import Duties, Tariffs, Provincial, Federal, State, Municipal or other
Government Excise, Sales, Use or like Taxes, all of which shall be Customer's
responsibility.
Suspension of Services due to Unpaid Invoices. In the event that any of the Charges
remain unpaid for more than thirty (30) days after becoming due for payment, Aclara shall
be entitled to withdraw the Maintenance Services.
D. Billing Frequency. Charges for the services provided under this Agreement shall be
invoiced annually in advance. Payment of all such invoices shall be due and payable
within thirty (30) days of the date of invoice.
E. Partial Services. Aclara reserves the right to invoice the Customer for any partial month
services which may result from the Effective Date or date of termination of this
Agreement, at a prorated charge.
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F. Reinstatement Fee. In the event that Customer terminates or elects not to renew this
Agreement and subsequently wishes to reinstate it, in addition to paying Aclara's then
current fees and charges, Customer shall also pay Aclara, a reinstatement charge. The
reinstatement charge shall include a lump sum equal to the total fees and charges which
would have been paid for the period of lapse had the lapse not occurred: provided,
however that if the lapse period is three (3) years or longer, Aclara shall have the option
at its sole discretion to refuse to reinstate said Agreement
6. Termination
A. This Agreement may be terminated by either party at any time by not less than thirty (30)
days prior written notice.
B. Aclara shall have the right to terminate this Agreement at any time in the event of
Customer's bankruptcy, insolvency, or any continuing non-payment for services in excess
of thirty (30) days.
C. If either party shall at any time commit any breach of any covenant or agreement herein
contained, and shall fail to remedy any such breach within thirty (30) days after the other
party provides written notice specifying in reasonable detail such breach, the other party
may, at its option, terminate this Agreement by prior notice in writing to such effect.
D. Aclara shall have the right to terminate or refuse Maintenance Services if, in Aclara's
opinion, conditions at the equipment location represents a hazard to the safety or health
of Aclara's personnel.
7. Warranties
A. With respect to Services to be performed by Aclara under this Agreement, Aclara
warrants that it will use reasonable care and skill in the provision of the Services. The
Services shall be performed in a professional, competent and timely manner by Aclara
Personnel appropriately qualified and trained to perform such Services. In the event of a
breach of the foregoing warranty relating to Services occurs within twelve months from
the date of the providing of such Services, Aclara shall, at its sole cost and expense, re-
perform such Services. Re -performance of such Services shall be Aclara's sole liability
and Customer's sole remedy for a breach of warranty.
B. Except as expressly set out herein, all conditions and warranties, express or implied,
statutory or otherwise (including but not limited to any concerning merchantability or
fitness for a particular purpose) are hereby excluded to the extent permitted by law.
8. Limitation of Liability and Damages
The Parties have agreed to limit Aclara's total aggregate liability and exclude the recovery of
certain types of damages. Notwithstanding anything contained herein to the contrary, the total
aggregate liability of Aclara to the Customer for any and all liability arising out of or in connection
with the performance of this Maintenance Agreement shall be limited to the then current annual
Maintenance Services Fee paid by Customer to Aclara under this Agreement. IN NO CASE
SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY CONSEQUENTIAL,
INCIDENTAL, INDIRECT, PUNITIVE OR SPECIAL DAMAGES, OR FOR THE LOSS OF
BENEFIT, PROFIT, REVENUE OR DATA, EVEN IF THE PARTY HAS BEEN ADVISED OF THE
POSSIBLITY OF SUCH DAMAGES. This provision shall survive termination of this Agreement.
9. Excusable Delays.
Neither Party shall be liable to the other for failure or delay in performance of a required obligation
if such failure or delay is caused by delays in shipment, delivery or taking receipt of any items sold
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hereunder, or loss or damage thereto, acts of God, acts of the other Party, acts of civil, regulatory or
military authority, U.S. Governmental restrictions or embargoes, war, terrorism, riot, fires, strikes,
flood, epidemics, quarantine, restrictions, default or delay by supplier, breakdown in manufacturing
facilities, machinery or equipment, delays in transportation or difficulties in obtaining necessary
materials, labor or manufacturing facilities due to such causes, or any other cause beyond a Party's
reasonable control. In the event of such occurrence, performance shall be suspended to the extent
made necessary by such forces, and the time for performance shall be extended by a period equal to
the time of delay. Upon the occurrence of such an event the Party whose performance is adversely
affected shall promptly notify the other Party of the nature and extent of the occurrence and the
anticipated period of delay in performance. Any Party so adversely affected shall use all
Commercially Reasonable Efforts to minimize the extent of the delay in performance. No event of
Force Majeure shall apply to any obligation by either Party to pay money.
10. Assignment.
Neither Party may assign its rights or obligations under this Agreement without the prior written
consent of the other Party, provided however, that Aclara may assign this Agreement to an
Affiliate, or to an entity acquiring all or substantially all of the assets of Aclara if the acquiring
entity is an Affiliate, or, by operation of law, to an entity into which Aclara is merged if the
surviving entity is an Affiliate, in each such case without prior approval of the other Party. In any
such event, Aclara shall provide the other Party with prompt written notice of such assignment.
As used herein, "Affiliate" means a company which either owns or controls Aclara or which Aclara
owns or controls directly or indirectly, or is under common control directly or indirectly with Aclara
through a common parent company.
11. Waiver.
No waiver of any term of this Agreement by either party shall be deemed to be a further or
continuing waiver of any other term of this Agreement.
12. Governing Law.
This Agreement shall be governed by the laws of the State of Texas, U.S.A.
13. Severability.
In the event that any one or more of the provisions contained in this Agreement shall, for any
reason, be held to be invalid, illegal or unenforceable, in any respect, such invalidity, illegality, or
unenforceability shall not affect any other provision of this Agreement, and this Agreement shall
be construed as if such invalid, illegal or unenforceable provision had never been contained
herein.
14. Notices.
Any notices required or permitted hereunder shall be in writing and shall be deemed to be given
sent by United States registered or certified mail, postage prepaid, to the respective Parties at the
addresses shown below. Notices so given shall be deemed received three business days from
the date of deposit in the U.S. mails.
If to Aclara:
Aclara Technologies LLC
Attn: Legal Department
77 Westport Plaza Suite 500
St. Louis, MO 63146
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Aclara — Corpus Christi
If to Customer:
City of Corpus Christi
Attn: Peter Collins
1201 Leopard Street
Corpus Christi, Texas 78401
15. Entire Agreement.
This Agreement, including Schedules A, B, C, D, E, F, G, H, I, and J hereof, contains the entire
agreement between the parties hereto relating to the subject matter hereof and may not be
changed or modified in any manner, orally or otherwise, except by a written amendment signed
by a duly authorized officer of each of the parties hereto.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed on the
respective dates set forth below.
Acla chpJggies LLC City,ef GGaacposahristi (TX)
By: 114i t ,5btn.. By: Q Bt,
8890D17o82784e8...
'-181C3E1A7D0344F...
Tim Nelson Kim Baker
Name: Name:
Title: HPS VP Finance Title: Di rector of Contracts and Procurement
Date: 6/8/2020 Date: 7/23/2020
Approved as to form' . .
:si
DocuSigned by:
6/1)CtilaL kW,7/22/2020
gialiviCitrAttorney
For City Attorney
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SCHEDULE A
MAINTENANCE SERVICES
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Hosted
Maintenance
24x7 Technical Support: Technical Support is available between the business
hours of 6:30am to 6pm US Central Time by accessing the Aclara Customer
Portal (or Toll-free at 800-892-9008, or by emailing support(&.aclara.com if access
X
to the Customer Portal is not readily available to Customer). On-call technical
support is available after 6pm and before 6:30am Central Time 24 -hours a day/7
days a week/365 days a year, including Aclara Holidays and weekends by
accessing the Aclara Customer Portal or calling Aclara's Toll —free number 800-
892-9008. Such after hours support is provided for Severity 1 and 2 issues only.
Non Severity 1 or 2 items will be addressed during the standard business hours of
6:30am-6:00pm US Central Time.
Target Response Time — Severity 1: Requires immediate attention— Critical
production functionality is not available or a large number of users cannot access
the system. Causes a major business impact where service is lost or degraded
and no workaround is available, therefore preventing operation of the business.
<2 hours
Target Response Time — Severity 2: Requires priority attention - Some
important production functionality is not available, or a small number of users
cannot access the system. Causes significant business impact where service is
lost or degraded and no workaround is available, however the business can
continue to operate in a limited fashion.
<4 hours
Target Response Time — Severity 3: Requires attention —There is a problem or
inconvenience. Causes a business impact where there is minimal loss of service
and a workaround is available such that the system can continue to operate fully
and users are able to continue business operations.
<6 hours
Target Response Time — Severity 4: There is a problem or issue with no loss of
service and no business impact.
<1 business
day
Access to Aclara Customer Portal (www.aclara.com): Customer will receive
individual user names/passwords to the Aclara Customer Portal, as well as have
access to Issue Management Reports for each case generated by Customer.
X
Follow-up Aclara Classroom Training. Training is available at Aclara's facilities
as listed on the Aclara Customer Portal. The maximum number of Customer's
employees attending any Classroom Training session is three (3).
No
Maximum
Number of
Classes
Aclara Web based E -Learning classes. Certain E -Learning classes are
available as listed on the Aclara Customer Portal to an unlimited number of
Customer employees per course at the prices listed on the Aclara Customer
Portal.
No Cost
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SCHEDULE B
TIME AND MATERIAL RATES
Additional Services may be provided at the Customer's request in accordance with the following Time and
Material Rates (hereinafter referred to as "Rates'').
Rates:
The following Rate categories have been defined for Aclara technical staff:
Aclara Technical Staff
Standard Hourly Rate
Off -Hours Hourly Rate
On -Call Hourly Rate
Sr. Technical Advisor
$250
$375
$120
Product Manager
$200
$300
$120
Project/Account
Manager
$195
$290
$120
Deployment Manager
$195
$290
$120
Sr. Engineer
$185
$270
$120
Sr. Business Analyst
$185
$270
$120
Database
Administrator/Application
Consultant
$185
$270
$120
Trainer
$185
$270
$120
Engineer/Support
Engineer
$165
$240
$120
Business Analyst
$165
$240
$120
Equipment
Service/Installation
$125
$200
N/A
Administrative Support
$125
N/A
N/A
1. Rate Adjustments.
The above hourly rates are in U.S. Dollars and are subject to adjustment upon thirty (30) days'
notice.
2. Service Charges.
A. Services will be charged at the applicable Rates as follows:
1) Standard Hourly Rates will apply to all service hours expended that do not
exceed eight (8) consecutive hours during Aclara's normal business hours of
8:00 a.m. - 6:00 p.m. Eastern Time, Monday through Friday, excluding Aclara
Holidays.
2) Off -Hours Hourly Rates will apply to all service -hours expended beyond eight (8)
consecutive hours during Aclara's normal business hours of 8:00 a.m. — 6:00 p.m.
Eastern Time, Monday through Friday excluding Aclara Holidays.
'Rates exclude any applicable taxes and the like.
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DocuSign Envelope ID: 2DA5FBA0-411 F-4773-B15C-F828C34EF54F
DocuSign Envelope ID: C293D624-D098-4781-A304-04877D1BB283
Aclara — Corpus Christi
B. If Aclara is requested to travel to the Customer's site to provide Services, the costs and
expenses associated with such travel will be borne by Customer and invoiced as set forth
below.
1) Travel Expenses: Unless otherwise mutually agreed, Aclara's travel expenses for
On -Site Services shall include, but are not limited to airfare, lodging, meals,
automobile rental, fuel, parking and associated administration fees, and will be
charged to Customer on an actual basis and subject to the Corpus Christi City
Travel Policy for Contractors.
2) Portal to Portal Invoices: Travel time for On -Site Maintenance Services will be
invoiced to Customer on a portal-to-portal basis at Aclara's On -Call Hourly Rates.
3. On -Call Maintenance Service
On -Call Maintenance Service is a pre -arranged service by which Customer places a request to
have Aclara technical staff accessible remotely for a specified time period. During the period for
which Aclara technical staff is accessible, On -Call Hourly Rates will be charged. If Aclara
technical staff must actually perform services during such period, the services will be billed at the
appropriate Standard Hourly Rate or Off -Hours Hourly Rate, instead of the On -Call Hourly Rate.
This service will be provided remotely via a telecommunications link.
4. Pre -Purchased Support Hours
A. Pre -purchased software support hours are a block of hours intended to cover Software
issues that are not covered under this Agreement, thereby allowing the Customer added
flexibility to utilize Aclara's services without generating a Change Order. Should
Customer request services which are not included in this Agreement and desire to utilize
the pre -purchased hours, Aclara shall provide the Customer with an estimated number of
hours required to resolve such request. The Customer may then advise Aclara either to
stop working, sign and fund a Change Order, or use the pre -purchased support hours to
resolve the request. Aclara reserves the right to decline the Customer's request,
depending on the nature of the request.
B. Pre -purchased support hours may be purchased at any time during the term of this
Agreement. Pre -purchased support hours expire upon termination of this Agreement or
within one year after purchase (regardless of use), whichever occurs first.
C. Pre -purchased software support hours are offered in the following increments and
volume discounts:
40 hours
80 hours
120 hours
Hourly Rates listed in Section 1 above.
5% discount
10% discount
Maintenance -Hosting Services Agmt — 5.28.2020 Page 13 of 27
DocuSign Envelope ID: 2DA5FBA0-411 F-4773-B15C-F828C34EF54F
DocuSign Envelope ID: C293D624-D098-47B1-A304-04877D1BB283
Aclara — Corpus Christi
SCHEDULE C
SUPPLEMENTAL SERVICES OFFERED
The following Supplemental Services are offered under the terms of this Maintenance Agreement:
STAR°
1. STAR System Monitoring Service
A. Tiered Fees:
Tier 1 (Less than 1,000 endpoints) $ 2,000.00
Tier2 (1,001 to 10,000 endpoints) $ 4,000.00
Tier 3 (10,001 to 25,000 endpoints) $ 6,000.00
Tier 4 (25,001 to 50,000 endpoints) $ 8,000.00
Tier 5 (50,001 to 100,000 endpoints) $10,000.00
Tier 6 (Greater than100,000 endpoints) Please contact Aclara for pricing
B. Aclara's STAR System Monitoring service is designed to monitor end to end data transfer
from meter/MTU's to and from DCU's to the NCC, and provides health status of your AMI
system to minimize system downtime. Aclara will deliver a weekly diagnostic report that
will identify issues which could affect the successful operation of the STAR system. The
major components of the system that will be analyzed include:
1) Network Control Computer
2) Data Collector Units
3) Meter Transmitting Units
4) Handheld programmers.
C. Aclara's proactive approach is to look for any condition out of the ordinary and will result
in an immediate issue of a troubleshooting ticket and/or field work order based on the
nature and severity of the condition. Example diagnostics include:
1) Battery voltage loss
2) Reading reception loss
3) File processing errors
D. Customers will be notified about the issues found, the steps to be completed to solve the
problem, and the escalation path. Aclara will provide:
1) A snapshot of the STAR system's health
2) Generation of incident tickets, investigation and if needed, scheduling of work
orders
3) Notification that the issue has been resolved and confirmation that the STAR
system is operating within established normal parameters.
E. The STAR System Monitoring Service requires that Aclara have reliable remote
connectivity to Customers System.
2. STAR DCU Maintenance Service
A. Tiered Fees:
Tier 1 (Less than 15 DCUs) $ 500.00 per DCU per year
Tier 2 (16 to 30 DCUs) $ 450.00 per DCU per year
Tier 3 (31 to 50 DCUs) $ 400.00 per DCU per year
Tier 4 (Greater than 50 DCUs) Please contact Aclara for pricing
In addition to the above unit prices, Customer shall also be responsible for any
associated rental equipment and delivery costs to access the DCU.
B. Aclara's STAR® DCU Maintenance service is designed to provide for the on-site repair of
any DCU that fails under normal operation after expiration of the standard DCU Warranty.
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DocuSign Envelope ID: 2DA5FBA0-411 F-4773-B15C-F828C34EF54F
DocuSign Envelope ID: C293D624-D098-47B1-A304-04877D1BB283
Aclara — Corpus Christi
The Service covers all electronics, the Aclara provided WAN module and solar cell, but
excludes the mounting frame, mounting hardware and batteries.
C. The Service does not include maintenance or repairs attributable to the unauthorized
attempt by Customer or any unauthorized person other than an authorized Aclara
representative to repair or maintain a DCU. Maintenance or repairs resulting from
casualty, catastrophe, extreme weather conditions or natural disaster (including
lightening damage), accident, vandalism, civil unrest, war, misuse, neglect or negligence
of Customer, or causes external to the DCU such as, but not limited to, failed or faulty
electrical power, communication failure resulting from cell or other WAN network service
interruption or any causes other than ordinary use. Maintenance or repairs to
attachments or to any other devices not originally a part of the DCU and added without
the prior written approval of Aclara. Repairs resulting from unauthorized changes,
modifications or alterations of or to the DCU are not covered under this Agreement.
D. Upon notification from Customer of DCU failure, Aclara will diagnose the DCU. If a failure
occurs to a DCU covered under the Agreement, the unit will be repaired or replaced, at
Aclara's option, at no additional cost to Customer. If the Customer has entered into a
System Monitoring agreement with Aclara, Aclara will normally identify the problem as
part of its System Monitoring and will take the necessary actions to correct the problem.
The Customer is responsible for arranging access to DCU sites before Aclara can take
action.
E. Customer's electing the STAR® DCU Maintenance Service must purchase the service for
all DCUs purchased by Customer; STAR® DCU Maintenance Service may not be
purchased on an individual, case-by-case basis.
Maintenance -Hosting Services Agmt — 5.28.2020 Page 15 of 27
DocuSign Envelope ID: 2DA5FBA0-411 F-4773-B15C-F828C34EF54F
DocuSign Envelope ID: C293D624-D098-47B1-A304-04877D1BB283
Aclara — Corpus Christi
SCHEDULE D
LEVEL OF MAINTENANCE SERVICES SELECTED
Customer: City of Corpus Christi, a Texas municipal corporation
Address: 1201 Leopard Street, Corpus Christi, TX 78401
1. Billing frequency is annually in advance.
2. ® If a Purchase Order number is required on Aclara invoices, please check here.
A. Selected Maintenance Level (check one) (Annual First Term Price shown):
Premier:
AclaraONE Maintenance Annual Fee
$ 159, 880.00
B. Supplemental Services:
❑ System Monitoring Service, Tier 6 $ 15,000.00
• DCU Maintenance Service, Tier 4 $ 25,000.00
C. AWN Fees
3. Customer Designated Contact Information:
Designated Renewal Contact Information
Name Peter Collins
Title CIO
Address 1201 Leopard Street
Address Corpus Christi, TX 78401
Telephone 361.826.3735
Fax
Cellular Phone 218.242.9642
Email Address
Designated Contact Information
Name Frank De Los Santos
Title IT Manager
Address 1201 Leopard Street
Address Corpus Christi, TX 78401
Telephone 361.826.3047
Fax
Cellular Phone
Email Address
361.658.7625
frankdcctexas.com
$ 14,400 ($288/DCU)
Designated Contact Information
Name Alan Carlos
Title Assistant Director
Address 1201 Leopard Street
Address Corpus Christi, TX 78401
Telephone 361.826.3782
Fax
Cellular Phone 904.860.6618
Email Address
Designated Contact Information
Name
Title
Address
Address
Telephone
Fax
Cellular Phone
Email Address
Maintenance -Hosting Services Agmt — 528.2020 Page 16 of 27
DocuSign Envelope ID: 2DA5FBA0-411 F-4773-B15C-F828C34EF54F
DocuSign Envelope ID: C293D624-D098-47B1-A304-04877D1BB283
Aclara — Corpus Christi
SCHEDULE E
ACLARA WIRELESS NETWORK
SUPPORT AGREEMENT
1. Scope
F. Wireless Data Services and activation.
A. Devices will be activated on the Aclara Wireless Network on the Data Plan
specified by the Customer prior to shipment from Aclara.
B. Devices provided by Aclara will be approved for use on the Aclara Wireless
Network.
C. Aclara will notify Customer of any significant network interruptions or scheduled
Support outages as they are known by Aclara.
D. Aclara will assist Customer with selection of Data Plan in accordance with
Customer's desired usage.
E. Data usage will be monitored by Aclara in accordance with the wireless plan
specified by Customer.
F. Customer will be responsible for overage fees if Customer's usage on its
selected Data Plan is exceeded. Overage fees will be calculated on an individual
device basis. Aclara will work with Customer to adjust Data Plan to minimize
overage fees.
G. Wireless Data Plan in Customer's service territory is approximated by Aclara at
time of activation.
G. Customer will be notified of all new firmware updates as they are released and will be
installed following Customer approval.
2. Cancellation or Suspension of Aclara Wireless Network Services.
A. Customer may choose to cancel service on a specific endpoint or group of endpoints,
however, Aclara will not provide credits, refunds, and/or prorate charges for any unused
number of days remaining during the month of such cancellation of service.
3. Purchase Orders.
a. Customer has the option to issue Aclara purchase order(s) to purchase additional
equipment and corresponding services under this Agreement.
b. The per -endpoint charges associated with such additional equipment will be based on:
(1) the prices of the selected Data Plan Size in effect at the time the purchase order is
received by Aclara; or (2) prices of the selected Data Plan Size as mutually agreed to by
the Parties.
c. Any additional equipment issued pursuant to purchase order(s) shall be subject to the
Renewal Period defined under this agreement.
d. Notwithstanding any terms and conditions referred to in such purchase order or printed
thereon, the terms and conditions set forth in this Agreement shall apply to the purchase
of the Equipment by Customer. To the extent the terms of the purchase order conflict
with, add to, modify, supplement, or otherwise alter the terms in this Agreement, the
terms of this Agreement shall control.
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DocuSign Envelope ID: 2DA5FBA0-411 F-4773-B15C-F828C34EF54F
DocuSign Envelope ID: C293D624-D098-4781-A304-048770166283
Aclara — Corpus Christi
4. Mutual Non -Disclosure.
Each party to this Agreement may furnish the other party to this Agreement with certain
proprietary or nonpublic information (the "Disclosed Information"). The furnishing party shall be
the "Discloser" and the receiving party shall be the 'Recipient". For purposes of this Agreement,
A. Confidential Information is defined as:
1) Disclosed Information in printed, written, graphic, photographic or other tangible
form marked as "Confidential," "Proprietary," "Private," "Restricted," or "Trade
Secret" by Discloser;
2) Disclosed Information in oral or demonstrative form, recorded as written or notes
of such presentations, which minutes or notes must be so marked and provided
to Recipient within thirty (30) days after the date of the disclosure of the
Disclosed Information;
3) Disclosed Information relating to unreleased products; and
B. Confidential Information shall not include information that:
1) is or becomes part of the public domain without violation of this Agreement by
Recipient;
2) is already in Recipient's possession free of any restriction on use or disclosure;
3) becomes available to Recipient from a third party provided that such party was
free from restriction on the disclosure of the information; or
4) has been independently developed by Recipient.
C. If Recipient is required by legal proceeding discovery request "open record" or equivalent
request , investigative demand, subpoena, court or government order to disclose
Confidential Information, Recipient may disclose such Confidential Information provided
that:
1) the disclosure is in accordance with Section 15 "Confidentiality" of the Master
Agreement.
D. Recipient shall hold the Confidential Information in confidence and only disclose the
Confidential Information to its officers, employees, consultants, counsel, affiliates,
independent contractors, or agents (collectively "Representatives") who:
1) need the Confidential information to assist the Recipient with performing its
obligations or exercising its rights under this Agreement;
2) have been instructed not to disclose the Confidential Information; and
3) for other than Recipient's employees, have executed a nondisclosure or
confidentiality agreement with Recipient at least as protective as this Agreement
of the Confidential Information of Discloser.
Recipient shall be responsible for any violation of this Agreement by its Representatives
and shall use reasonable efforts to restrain its Representatives (including
Representatives who, subsequent to the date of this Agreement, become former
Representatives) from unauthorized use or disclosure of the Confidential Information.
Maintenance -Hosting Services Agmt — 5.28.2020 Page 18 of 27
DocuSign Envelope ID: C293D624-D098-4781-A304-04877D1 BB283
Aclara — Corpus Christi
E. All Confidential Information shall, between Discloser and Recipient, remain subject to the
confidentiality provision set forth in the Master Agreement.
F. Recipient may at any time independently develop information similar to, or products and
services that compete with products or services identified in, the Disclosed Information.
Maintenance -Hosting Services Agmt — 5.28.2020 Page 19 of 27
DocuSign Envelope ID: C2930624-D098-4781-A304-04877D1BB283
Aclara - Corpus Christi
ATTACHMENT A
PRICING SCHEDULE
1. Payment Frequency: Monthly per Activated Endpoint.
2. Per Annual Unit Pricing as follows:
Selected
Data Plan
Size
Data Plan
Size
EstimatedNoaelData Plan Utilization
Annual First -Term
PricingNote2
1 MB/month
Up to 2 channels of 15
minute load -profile data,
read daily
Up to 4 channels of hourly
load profile data, read up to 4
times per day
N/A
2 MB/month
Up to 8 channels of hourly
load -profile data, read up to
4 times per day
Up to 8 channels of 5 minute
load -profile data, read daily
5MB/month
Up to 8 channels of 5 -minute load -profile data,
read up to 4 times per day
10 MB/month
Up to 8 channels of hourly load -profile data,
read hourly
25 MB/month
Up to 8 channels of 5 -minute
load -profile data, read hourly
Up to 8 channels of 15-
minute load -profile data, read
hourly
50 MB/month
Up to 8 channels of 15-minu e load -profile data, read every
15 minutes
X
1 GB/month
$288.00
Overage
Charge
$6.00 per MB per
month per endpoint
over plan
Note 1. Data Plan Size and corresponding Data Plan Utilization is an estimate only and
provide general guidance for Data Plan Size selection. Under certain conditions outside of
Aclara's control, actual data usage required to achieve Data Plan may require higher data
rates. Overage charges apply and the Customer may elect to increase Data Plan Size for
future months to avoid continued Overage Charges.
Note 2. The Annual First -Term Pricing shown is the applicable pricing on the Effective Date
and for the 24 -month period following the Effective Date. Annual Pricing subject to an
increase each Renewal Period as described in Section 5 (Payments and Charges) of the
Maintenance Agreement herein.
Maintenance -Hosting Services Agmt — 5.28.2020 Page 20 of 27
DocuSign Envelope ID: C293D624-D0984761-A304-04877D1 BB283
Aclara — Corpus Christi
SCHEDULE F
HOSTED MAINTENANCE SERVICES
APPLICABLE TO
CONSUMER ENGAGEMENT SOFTWARE
1. Hosting
A. Aclara will host the Private Label Site(s) in a secure, 24/7 environment according to the
terms established below and the terms of the Maintenance Agreement to which this
Exhibit D is attached.
B. Aclara will use commercially reasonable efforts to provide a high level of site uptime. It is
our goal to provide at least 98% uptime. This means a total of no more than
approximately 15 hours of unscheduled down time within a month. This goal excludes
scheduled maintenance and upgrades, failure caused by the Internet or Customer
software, events of force majeure, or downtime caused by any other factor beyond
Aclara's reasonable control.
C. Aclara will refund up to a percentage (see table below) of the total Hosting Fee for the
month if up time performance, with the exclusions noted above, is not met based upon
the following table. This table applies to the prime time period only. Downtime is defined
as the site being unavailable for Customer or staff use.
Average Uptime for the Month
Refund of monthly fee
97% or better
0%
95% — 96.99%
5%
Below 95%
10 %
D. Aclara will use commercially reasonable efforts to prevent more than 1 hour of
continuous down time during prime time (defined as 8AM to 12 AM EST) every day; and
to prevent more than 6 hours of continuous down time during non -prime time (defined as
the hours between 12:01 AM to 7:59 AM (EST), with the same exclusions as noted
above.
E. Generally, Aclara performs all scheduled system maintenance and upgrades during non-
prime time or off-peak hours. Aclara will provide Customer with as much advanced notice
of scheduled downtime as reasonably possible.
F. During any period of downtime of the Private Label Site(s) or any components of more
than 30 minutes in duration, Aclara will provide notice to users by posting a web page
that indicates that the site is temporarily unavailable due to routine maintenance and to
please come back later.
G. Aclara will provide e-mail notice to appropriate Customer staff if there will be more than
thirty (30) minutes down time of the Private Label Site(s) or any components. Notice will
include at least a brief description of the reason for the down time and an estimate of the
time when Customer can expect the site to be up and available.
H. Aclara will provide Customer access to a client portal that will be used to report issues
and review maintenance and upgrade schedule. Customer agrees to make good faith
efforts to notify Aclara in advance whenever unusually heavy traffic is expected because
of promotions or other factors.
Aclara will use commercially reasonable efforts to respond within thirty (30) minutes
during prime time hours or within six (6) hours during non -prime time hours to any issue
Maintenance -Hosting Services Agmt — 5.28.2020 Page 21 of 27
DocuSign Envelope ID: C293D624-D098-47B1-A304-04877D1 BB283
Aclara — Corpus Christi
categorized as Severity 1 (as defined herein) that is posted by Customer through the
reporting tool.
J. Aclara will store customer data on mirrored drives and arrange for daily backup daily all
customer data, with backup tapes moved to offsite storage regularly.
K. Aclara will use commercially reasonable efforts to ensure that all hardware (including
servers, routers, and other related equipment) on which the applications are deployed are
attached to backup power systems sufficient to maintain the site's availability for so long
as any power outage could reasonably be expected to occur, based on the experience of
Aclara at its deployment location.
L. Aclara agrees to maintain firewall protection and redundant, high speed Internet
connections for the Private Label Site(s).
2. Maintenance and Support
A. Standard Maintenance Services. Maintenance includes all new versions, error
corrections, enhancements and improvements to the Program functionality licensed to
Customer, as the same are released to Aclara's Customers generally. Aclara will provide
updates to the application in accordance with the standard release cycle and will provide
release notes to Customers in advance of the release. At Customer's request, Aclara will
provide technical assistance in identifying and resolving issues with the Program's failure
to conform to its specifications.
B. Ongoing Support Services
1) Rate Updates
a. Customer will provide rates to Aclara in the Aclara-provided template as
soon as new rate information is available.
b. Aclara will update rates once they are received and will move the
changes to the production environment within one week.
c. New rates and structural changes to rates required after the initial
release will be setup at an additional cost
2) Aclara will provide up to 4 hours of configuration, content changes and/or
reporting requests on a monthly basis at no additional charge. If the Customer
requires more than 4 hours in a given month, the additional changes can be
completed on a time and materials basis. Hours will not roll over from month to
month. Configuration and content changes are subject to the constraints and
timing of the Aclara product release cycles. Off -cycle releases can be
arranged at an additional cost.
3) In the event that the Customer sends invalid data to Aclara in the data
integration, Aclara will notify the Customer and the Customer will adjust their
data transfer process to correct the issue.
4) Aclara will do updates to ZIP codes once per year.
5) Reporting
a. Aclara will provide monthly usage statistics to the Customer throughout the
term of the agreement. Monthly usage statistics will be posted to the Aclara
client portal for review by the Customer.
b. Aclara will provide monthly extracts of the profile data collected via the web
site in a CSV format. Aclara will provide the data schema corresponding to
this extract as part of the implementation. Data extracts will be posted to an
Aclara-provided FTP site.
c. More frequent reports and/or ad hoc reports can be provided at an additional
cost.
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DocuSign Envelope ID: C293D624-D098-4781-A304-04877D1 BB283
Aclara — Corpus Christi
2.2.6 Ongoing Release Testing
a. Aclara Service Level Agreement (SLA) applies to the production environment only. SLA
on the test environment can be provided at an additional cost.
b. Aclara provides Customers access to one test site and one production site.
c. Aclara supports links back to two Customer -hosted environments. Once the Customer is
live, Aclara will link to the production site to the Customer production environment. The
Aclara test environment can continue to link back to one Customer test environment. In
the event that the Customer needs to change the links on either of these environments,
this can be done on a time and materials basis.
Maintenance -Hosting Services Agmt — 5.28.2020 Page 23 of 27
DocuSign Envelope ID: C293D624-D098-4781-A304-04877D1 BB283
Aclara — Corpus Christi
SCHEDULE G
RESERVED
Maintenance -Hosting Services Agmt — 5.28.2020 Page 24 of 27
DocuSign Envelope ID: C293D624-D098-4761-A304-04877D1 BB283
Aclara — Corpus Christi
SCHEDULE H
RESERVED
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DocuSign Envelope ID: 2DA5FBA0-411 F-4773-B15C-F828C34EF54F
U4cuSign Envelope IL): UZKiUfi24-1.)U98-4/131-A3U4-04877D1BB283
Aclara — Corpus Christi
SCHEDULE I
RESERVED
Maintenance -Hosting Services Agmt — 5.28.2020 Page 26 of 27
DocuSign Envelope ID: 2DA5FBA0-411 F-4773-B15C-F828C34EF54F
UocuSIgn Envelope ILJ: t;2930624-U098-47B1-A304-04877D1BB283
Aclara — Corpus Christi
SCHEDULE J
RESERVED
Maintenance -Hosting Services Agmt — 5.28.2020 Page 27 of 27
DocuSign Envelope ID: 2DA5FBA0-411 F-4773-B15C-F828C34EF54F
DocuSign Envelope ID: C293D624-D098-4781-A304-0487701BB283
Aclara Proprietary / Confidential Information
Aclara Pricing for the City of Corpus Christi (TX)
Aclara Network and Software - On -Premise
Aclara Pak-;
Exhibit 0 - Standard Pricing Schedule
Revision Dare:
2/2&2120
Descrfpfion
5,1
Adara050 Mactenance ASP Foe
SW -3010M
S W 302110
OW/Pricing
$ 1,05
5 159,880.00
(12,14)
52
Part Number
01)'
152000
Under**
5 82,080,00
Ereted.d ease
NON.
1 INFRASTRUCTURE
pry„ -AWN- IGBY-E-RF
50
S 288.00
5 14,400.00
1.1
DCU-11+. RF, 1 -eh Tx, &oh Mr, T -Board. So1*, Verizon LTE
DCUMaklIunanoo Annual Foe
501-99B5LTV-S-2A2T-SOW
50
5
4,100,00
5
265,000 00
(5,03)
1.2
DCU Maunbng Hardware, OCLWAnlenna 81, Round Pere, includes Mounting Hardware, Antenna
109-997503A
159-5985STAR-02
070.2574
7
5
471.53
5
12,731 31
(56,7.8)
1.3
DCU Matinees, Hardware. DCU 0. Water Teener Mounting K4. includes Mountng Hardware, Antenna
109-9985-ocu-04
109-99135WT-01
109 -9995 -STAR -41
073-25906
13
5
4,132.37
5
53,72001
(5,6,7,8)
1.4
DCU hicuming Hardw,ve, DCU Roof Mount, OCU 0., Complete
109.9955RM-51-STAR-1x5FT
070.2570-10
10
5
1,327,79
5
53277.90
(5.6,7,8)
1.5
OCU Ins;aA000- 1 Mount (P 5001)
504.000101
.r5
1,050.00
5
27.0001%7
(9)
1.0
OCU hist-ill::Ciro- W.50 Tower or Rooftop Moen)
504.0003
25
5
2,006.00
5
411,200.027
(0)
__ --_ -
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Group 1:
5
357,730.2
2 PROFESSIONAL SERVICES
21
Atlsa Professional Senecas - HF Network Mayers Deployment &evet and Validatke
1
5
47.300.00
S
47,300 00
(10)
2.2
Training - Water 3 -day Startup, inductee 2 a0dltonal cap of ba nog. to uselater on per cos lone it discretion
504.0205
1
5
10,01717 00
5
10,00900
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504.3000
1
5
4,000.00
5
4,010.00
(100
3 SOFTWARE - INITIAL FEES
3.1
Hosted Ar4s4ONF Software License Foe
SW -30795
SW -30205
152,000
5
1.08
5
161,120.00
(111
3.2
boated AcLwONESeftwae Lone se Fee (Credit)
500307 DL
SW -3020L
157008
5
(1.56)
5
(181,120.001
110
1.3
AclatIONE Software Set -Up 17nlegatrm Fee
SW -5010P
SW -5020P
1
5
88.500.00
5
08.580-00
74
Aclara ACE Software 0. -1 -Up/ Inloerahon Fen
1
5
1550119.01)
5
175,011000
Group 3:
5
263,500.00
4 Annual Software 1000 year 0118
4.1
A01araONE Maintenance ASP Fee
SW -301061
SW -5020A
152,020
5
7.05
5
159,580.00
(12,14)
4.2
Hosted Atlas ACE Software ASP Foe
-10450
SW -5010A
152,1700
S
0.51
S
82,085(15
(12,14)
4 3
Cellular Rani/haulPl
haul Data an {Per CCU per year th
for access re e Aclara Wweleee Network for SRFN. Fee n c40605 support.
private APR, VPN and 1GE conular data pian)
NS-AWN-IOEY-E-RF
50
3
288.00
5
74,m00.00
(13.74,15)
4 4
DCU Maintenance Annual Fee
504.005271
-
50
-
5
500.00
5
25,000.00
(14.15)
Group 1:
S
251,360.0
5 Annual Software foes year two
5,1
Adara050 Mactenance ASP Foe
SW -3010M
S W 302110
152,000
$ 1,05
5 159,880.00
(12,14)
52
Hosted Aclara ACE Software ASP Fee
SW -50.150
SW -5010A
152000
5 0.54
5 82,080,00
(12,14)
5 3
Cdlkdar B,xk11aul Data Marr (Per DCU per yaw for access ro 11,0 Adana Wireless Nelwdrk for SRFN. Fee 6lCvoes support,
Arcate APN, VPN and 1013 ®Iul r data plan.)
pry„ -AWN- IGBY-E-RF
50
S 288.00
5 14,400.00
113,14,15)
5,4
DCUMaklIunanoo Annual Foe
5010002W
50
5 500.1111
S 25,000.00
(14,15)
s'trorrpfi
$ _ 251,360.6
-111
Subtotal: L245.250,02
Material Handling & Freight: f11aluded
Grand Total: 51,245,250.02 (1,2.5.41
DocuSign Envelope ID: 2DA5FBA0-411 F-4773-B15C-F828C34EF54F
DocuSign Envelope ID: C293D624-D098-4781-A304-04877D1BB283
Aclara Proprietary / Confidential Information
Exhibit B - Standard Pricing Schedule
rytta./nrww adore cam/terms and-aandlbonic
Any eantbeling or additional tames and conditions contained in any resorting purchase order are hereby refected unless agreed to In writing by Aclara.
GENERAL
The nmued Pnorg ramous in affect ler a pond of 125.days from the revision date atone.
2 Pneng es confidential and proprietary and r5 g0vamod by the canhdenoiaSty requirements of the Master Agreement.
3 The lambed pnag Shawn is based on quanbba5 and schedules proposed herein. any changes may result In a 5riong adrustmen1 Sta,nd.alane Mang for nosh inn Item may be provided upon request
Total extended once shown excludes any applcable Sales Tax.
INFRASTRUCTURE
5 Taal extended price shown excludes DCU mounting srrcl1aes. (e.g poles, rsweauat a4 palost 00d Site 000u.000 costs.
6 DCU Insldlla'An5 and conhgurarons may be a mixture a' vane. ma untag sgles. A derailed propagation seely and Sia 011605 b needed t0 fealim0 lh0 5uan11105 and types- Pricing ad)ustmalts oil rel be requited la acconsmodate These changes.
Erased an current DCU Plan. This rs an estbnate when can change depending on 13001 sang II OCU srbng results in the need fa Tuanblias above what is defined in Pm pude. Ire cost for any additional 00Ua and mounting components [maintain
components melodies cabling), including mstaialtn, 0 4 be the reopensitdlay of Pflaa. Typcal standard nstallaben rata (pole end roof mount)'' a 3 to 5 units per day..
8 OCU meenhng kis indudo standard calling (Pole —2x23', Tower 2x150', Roof - 101 addrIeml oabkng lea 50 pncod upon mounting rearmaments
7
0 Add s1.000.35 for 1 -day roast Truck Rental dnmarine for access.
PROFESSIONAL SERVICES
10 All ravel expenses aro included in these coats. Two addrue 01 tranng days may be used for es cassia Ironing 01 remotely depending an Client prnitroneo so long es Iha days ere used wtn,n the Intlal Tem+.
SOFTWARE
AUaaONE ASP onls'gualson based cit total system six. 011152,000 [Mal endpemts) arwp0mts. Pinel AelraONE ASP configuration vet bo determined by workng in cceorKban with IT staff at dee G 500005 of mels contract year and lxicwg aqusled
accaSirgy for the year
ANNUAL FEES
12 Annual fee incudes base -level su5at and software license maintenance
11
13 Assemcd Colin Pro-dda Is Vnixan, abamale Cellular Providers canbe discussed, Gut may impact preing.
34 Annual fees are 0000301060101250005 only yea' 2 annual fees ell be 5281.360 00
15 If OCU sting results in ih0 need for guanidine above what is defined n Iles Tole. Me
;mato bill be honored
Fred Ourntera
Adana Teohnologlos LLC
469.493.0021
[qulrthiLi22 acla ra. conn
01 for Cellular Banana el Data Plan and DCU ktarnlimam o Annual Fen will be the responseo5ly df the City of Cefpus C]Wsti, TX. Pricing for each item as dermal In It la