HomeMy WebLinkAbout1999-090 Agrmt - ItronITRON, INC. // /
END USER LICENSE AND WARRANTY AGREEMENT
this End User License and Warranty Agreement ("Agreement") is made between Itron, Inc., a Washington corporation,("ltron"), and
.; , , ("End User"). This Agreement provides the terms and conditions under which Itron authorizes and
!icerises [End User's use of the Equipment, Licensed Software, and Related Documentation, as those terms are defined below. Itron requires End User to
execute this Agreement prior to delivery of any Equipment, Licensed Software or Related Documentation to End User by an authorized Itron distributor
?'Distributor").
SECTION 1. DEFINITIONS
When used hem/n, the following terms, whether plural or singular, shall
have the meaning set forth below:
'1.'1 "Equipment". The components and devices manufactured and/or
marketed by Itron and provided to End User by Distributor.
'1.2 "Licensed Software". The program products in binary form and
any subsequent modifications, corrections or revisions to the
program products licensed to End User by Itron.
'1.3 "Related Documentation". Any human-readable program listings,
flow charts, input and output forms, manuals, specifications,
instructions, and other materials, and any copies of any of the
foregoing, in any medium, related to the Equipment and/or
Licensed Software and delivered to the End User.
of Itron. End User will not provide or otherwise make available
any Licensed Software or Related Documentation, in any form,
except as required by law or judicial or governmental order,
without Itron's prior written consent, except to employees or
consultants of End User whose access to the information is
necessary to enable End User to exercise its rights under this
license and who are themselves subject to an obligation to
maintain the confidentiality of such information.
SECTION 3. PAYMENT
End User acknowledges that Distributor must provide payment to Itron
for the Equipment and Licensed Software and to provide consideration
of this Agreement.
SECTION 2. THE LICENSED SOFTWARE
2.1 License. Itron hereby grants to End User a nonexclusive,
nontransferable, perpetual license to use the Licensed Software,
including the Related Documentation.
2.2 Itron's Property. The Licensed 5oftware, including without
limitation, programs, Related Documentation and methods of
processing, shall remain the sole and exclusive property of Itron
and shall not be sold, revealed, disclosed or otherwise
communicated, directly or indirectly, by End User to any person,
company or institution whatsoever except as set forth herein.
2.3 Scope of License. End User may use the Licensed Software on
hardware used or owned by End User. The Licensed Software
shall be used only for the processing of End User's own business,
which shall include servicing and maintaining records on behalf of
its customers. End User shall not: (a) permit any third party to
use the Licensed Software, (b) use the Licensed Software in the
operation of a service bureau, or (c) reverse engineer,
disassemble, modi~, prepare derivative works of, or otherwise
alter the Licensed Software. Without the payment of an additional
license fee, End User shall not use the Licensed 5oftware to
process business information concerning customers derived
through merger, asset acquisition or other entity combination.
End User may, at its own expense, copy all or part of the Related
Documentation for its internal use. End User shall reproduce and
include any copyright or trade secret notices on any such copies.
Itron reserves all rights to the Licensed Soltware, the Related
Documentation and the Equipment not specifically granted to End
User in this Agreement.
24 Proprietary Information. In addition to the rights and obligations
set forth in paragraph 5.4 here/n, End User acknowledges and
agrees that the information contained in the Licensed Software
and Related Documentation is proprietary or confidential
information and is the property of Itron (or another party who has
licensed to Itron), and that the proprietary information is being
made available to End User by Itron in confidence and solely on
the basis of End User's confidential relationship with Itron. The
proprietary information is considered by Itron to be a trade secret
SECTION 4. WARRANTY AND WARRANTY EXCLUSIONS
4.1 Warranty. Itron warrants that for the periods specified below from
date of shipment from Itron each item of Equipment will be free
from defects in material and workmanship and the Licensed
Software shall perform substantially in accordance with I~'on's
then current specifications:
4.2
Warranty
Product Period
Upgraded Equipment 90 days
All new Equipment and
Licensed Software 14 months
Itron shall repair or provide an equivalent replacement of any item
of Equipment and Licensed Software found defective at no charge
to End User during this warranty period after properly packaged
and returned prepaid to Itron's designated service center. End
User agrees to furnish ftron reasonable access to said Equipment
and Licensed Software.
End User agrees that the above remedies are End User's
exclusive remedies and Itron's sole liability in the event of breach
of warranty.
THE WARRANTIES SET FORTH IN THIS SECTION 4.1 ARE IN
LIEU OF ALL OTHER WARRANTIES, WHETHER EXPRESS,
IMPLIED OR STATUTORY, INCLUDING BUT NOT LIMffED TO
IMPUED WARRANTIES OF MERCHANTABILITY AND
FITNESS FOR A PARTICULAR PURPOSE OR ANY IMPLIED
WARRANTY ARISING FROM COURSE OF PERFORMANCE,
COURSE OF DEALING OR USAGE OF TRADE.
Warranty Exclusions. The warranties provided by Itron under this
Agreement do not include the following services, but if such
services are available, they can be provided by itron under this
Agreement at Itron's then applicable time and material charges
and travel expenses.
(a) Repair of damage or increase in service time caused by
failure to continually provide a suitable installation
environment.
3/29/99 7
(b'~ Repair of damage or increase in service time caused by the
use of the Equipment or Licensed Software for other than
data processing purposes for which designed; or neglect or
misuse.
(c., Repair of damage caused by accident or disaster, which
includes, but is not limited to fire, flood, submersion in water,
wind, lightning, transportation subsequent to delivepJ, or
force majeure.
(d) Inspection of altered Equipment. repair of damage or
increase in service time caused by alterations not authorized
by Itron, which alterations include, but are not limited to, any
deviation from Itron's physical, mechanical or electrical
Equipment design.
(el Repair of damage or increase in service time caused by the
conversion from one Itron model to another or the
installation or removal of an Itron feature whenever any oi
the foregoing was performed by other than Itron or its
authorized agents.
(f) Service time and materials associated with the
rearrangement or relocation of Equipment.
(g) Service time and materials associated with Licensed
Software and/or Equipment nonperformance when used with
an operating system or configuration not recommended by
Itron.
SECTION 5.
RIGHTS AND OBLIGATIONS
Infringement Indemnity. Itron will defend End User against a
claim that Equipment or Licensed Software supplied hereunder
infringes a U.S. patent, copyright, trade secret or other proprietary
property right or that the Equipment's operation pursuant to a
current Itron release and modification level of any Licensed
Software supplied by Itron infringes a U.S. patent, copyright, trade
secret or other proprietary property right, and Itron will pay
resulting costs, damages and attorney fees finally awarded,
provided that:
(a) End User promptly notifies Itron in writing of the claim; and
(b) Itron has sole control of the defense and all related
settlement negotiations.
Itron's obligation under this Section is conditioned on End Users
agreement that if the Equipment, or the operation thereof, or the
Licensed Soi!.ware, becomes, or in Itron's opinion is likely to
become the subject of such a claim, End User will permit Itron, at
Itron's option and expense, either to procure the right for End User
tO continue using the Equipment or Licensed Software or to
replace or modify the same so that they become noninfringing;
such replacements or modifications shall be functionally
equivalent to the Equipment and Licensed Software; and if the
foregoing alternatives are not available on terms which are
reasonable in Itron's judgemerit, End User will return the
Equipment or Licensed Software on written request to Itron. Itron
shall refund to End User the End User's then book value of such
retumed Equipment and Licensed Software as depreciated.
Itron has no liability for any claim based upon the combination,
operation or use of any Equipment or Licensed Software supplied
hereunder with equipment or software not approved by Itron, or
based upon End User's alteration of the Equipment or modification
of any Licensed Software supplied hereunder.
The foregoing states ).he entire obligation ol Itron and End User's
sole and exclusive remedy with respect to infringement of patents,
copyrights, trade secrets or other proprietary property.
5.2 Limitation of Liability. ITRON'S AGGREGATE LIABILITY FOR
DAMAGES TO END USER SHALL NOT EXCEED THE
AMOUNTS PAID BY END USER FOR THE EQUIPMENT AND
LICENSED SOFTWARE INVOLVED IN SUCH CLAIM FOR
DAMAGES. IN NO EVENT SHALL ITRON BE LIABLE,
WHETHER IN CONTRACT, NEGLIGENCE, TORT, OR ON ANY
OTHER BASIS, FOR COVER OR FOR INCIDENTAL, SPECIAL,
CONSEQUENTIAL (INCLUDING LOSS OF DATA, REVENUE,
SAVINGS OR PROFITS) OR EXEMPLARY DAMAGES ARISING
OUT OF OR IN CONNECTION WITH THE SALE,
MAINTENANCE, USE, PERFORMANCE, FAILURE OR
INTERRUPTION IN THE OPERATION OF THE EQUIPMENT,
LICENSED SOFTWARE OR ANY ITRON SERVICES.
5.3 Service After Warranty. The Equipment and Licensed Software
are eligible for service under ttron's standard service agreement.
The fee for service shall be at Itmn's then prevailing rates. At End
User's option, the service agreement may commence on the date
of expiration of the initial warranty period for the Equipment and/or
Licensed Software.
5.4 Confidentialfly. Except as required by law or judicial or
governmental order, Itron and End User agree to hold in strictest
confidence all information and material which is related to the
other party's business, which is designated as proprietary and
confidential, or which is related to the pedormance by the other
party of its obligations under this Agreement. Proprietary and
confidential information includes, but is not limited to the terms of
this Agreement, information related to research, development,
pricing, trade secrets, customer lists, salaries or business affairs
of the parties to this Agreement. Proprietary and confidential
information shall not include any information that is: (i) known to
the other prior to the effective date of this Agreement, and can be
shown to have been so known by documentary evidence; or (ii)
obtained by the other without restriction as to the further
disclosure thereof from a source other than the party hereto
having transferred such information hereunder through no breach
of confidence by such source, and can be shown to be so
obtained by documentary evidence; or (iii) in the public domain
when received, or thereafter enters the public domain through no
fault of the other; or (iv) independently developed by the other
without reference to such proprietary or confidential information,
and can be shown to be so developed by documentary evidence;
or (v) required to be disclosed by third party subpoena, applicable
law or any governmental authority having jurisdiction, provided
that the recipient party gives the disclosing pony advance written
notice of such required disclosure and cooperates with the
disclosing party to limit the scope and use of the information to be
disclosed. The parties' obligations of confidentiafity under this
Agreement shall survive termination of this Agreement.
5.5 Equipment or Licensed Software Modification. Itron's obligations
hereunder shall be void to the extent any Equipment or Licensed
Software is adversely affected or causes damage in the event End
User modifies the Equipment or Licensed Software or uses any
attachment, feature, or device on the Equipment, without first
obtaining Itron's written approval.
3/29/99 2
5.6 Law Compliance. In pe~orming their duties and obligations under
this Agreement, the pardes will comply with all applicable laws,
rutes and regulations of governmental authorities having
jurisdiction. End User shall take all steps reasonably necessary to
prevent any use, disclosure or export of the Equipment, Licensed
Software and Related Documentation not authorized or permitted
by law or by this Agreement.
5.7 U.S. Government Restricted Rights. If used or acquired by the
U.S. Government, the U.S. Government acknowledges and
agrees that (a) the Equipment, Licensed Software and Related
Documentation constitute "commercial computer software" and/or
"commercial computer software documentation" for purposes of
48 C.F.R. 12.212 and 48 C.F.R. 227.7202-3, as applicable, and
(b) the U.S. Govemment's rights are limited to those specifically
granted pursuant to this Agreement.
5.8 Term and Termination.
(a) Termination. This End User License and Warranty
Agreement shall become effective upon execution by Itron
and End User and may terminate:
(1) Thirty (30) days alter a party gives the other party
written notice of that party's material breach of this
Agreement unless the other party has made progress
in curing the breach to an extent satisfactory to the
nonbreaching party; or
(2) At a pamj's option. upon ten (10) days written notice ol
termination, if the other parby becomes insolvent
executes an assignment for the benefit ol creditors, or
becomes subject to bankruptcy or receivership
proceedings.
(b) Rights and Obligations Upon Termination.
Upon termination of this Agreement:
(1) End User's obligations under paragraph 2.4
("Proprietary Information") and the parties' obligations
under paragraph 5.4 ("ConfidentialibJ") shall survive the
termination;
(2) End User's Software License rights under Section 2
shall immediately cease; End User shall delete the
Licensed Software lrom all other software into which it
has been merged; and End User shall immediately
deliver to Itron or destroy all copies of the Licensed
Software and Related Documentation; however, End
User may. upon Itron's prior written consent, retain one
(1) copy of the Licensed Software and Related
Documentation for archive purposes only; and
(3) End User shall. within one (1) month after the
termination of this Agreement, cartiff] in writing to Ilron that, to the
best of End User's knowledge. all copies of the Licensed Software
and Related Documentation have been returned or destroyed,
except for any archive copy permitted under paragraph 5.7(b)(2).
SECTION 6. GENERAL
6.1 Force Majeure. Neither party hereto shall be responsible for any
failure or delay in the performance of any obligation hereunder if
such failure or delay is due to a cause beyond the party's control,
incIuding, but not limited to acts of God, flood, fire, volcano. war,
third-pa~ suppliers, labor disputes or governmental ads.
6.2 Assignment. End User shall not assign this AgreemenL directly or
indirectly, without the prior written consent of Itron; provided,
however, that End User may assign this Agreement to its
successor in a merger or to the purchaser of all or substantialty all
of End User's assets if such successor or purchaser agrees in
wdting to comply with the terms and conditions of this Agreement.
6.3 Goveming Law. This Agreement and performance hereunder
shall be governed by and construed in accordance with the
laws of the State of Washington without reference to choice
of law principles that would result in application of laws
other than the laws of the State of Washington.
6.4 Enforceability. If any provision in this Agreement shall be held te
be invalid, illegal or unenfomeable, the validity, tegality and
enforceability of the remaining provisions shall in no way be
affected or impaired thereby.
6.5 Notices and Requests. Notices hereunder shall be in writin9 and
shall be given by either party to the other by delivery or by mailing
the same by prepaid registered mail addressed as specified
heroin or to such other address as may be substituted by wdtten
notice by either party to the other:
End User: Notices to End User at
address provided below.
Itron: ITRON, INC.
2818 N. Sullivan Road
Spokane, WA 99216
Attn.: Contract Administrator
Any such notice so given shall be deemed to have been received
by the party to whom addressed on the day of delivery thereof.
6.6 Entire Agreement. Each party acknowledges that it has read this
Agreement, understands it and agrees to be bound by its terms
and further agrees that it is the complete and exclusive statement
of the agreement between the parties. Any terms and conditions
appearing on End User's authorizations or purchase orders shall
not apply to or become a part. of this Agreement; this Agreement
may be modified or altered only by a written instrument that refers
to this Agreement and is duly executed by an authorized
representative of each part,j.
6.7 Headings Not Controlling. Headings used in this Agreement are
intended for convenience or reference only am:l shall not control or
affect the meaning or construction of any provision of this
Agreement.
6.8 English Language. The parties have expressly required that this
Agreement be set forth and executed in the English language.
Los parties aux prosantes ont expressment exige qua la prosante
conventions soient redigees en la langue anglaise.
3/29/99 3
OATED AND EXECUTED this
END USER:
.3y:
Name:
Title:
Address:
If a corporation or a limited liability company, name the State in which formed
Dun and Bradstreet Number
3/29199
ITRON, INC.
SERVICE AGREEMENT
CONTRACT NO.
: his Service Agreement ("Agreement") is made between Itron, Inc., a Washington corporation("ltron"), and
',, / ': ("Customer"). This Agreement sets forth the terms and conditions under which Itron witi
provide services for the equipment and/or software listed on Schedule A("Products"), which is appended to and incorporated into this Agreement. Itron
requires Customer to execute this Agreement before Itron will perform any services on the Products.
SECTION 1. ELIGIBILITY AND TERM OF AGREEMENT
Customer represents that it is the owner or licensee of the Products serviced
under this Agreement, or, if not the owner or licensee, has authority from the
owner or licensee to include the Products under this Agreement.
~'he term of this Agreement shall commence on the date of execution by
Customer and shall remain in force for one (1) year after the latest warranty
expiration date on the Products listed on Schedule A at the time this
Agreement is executed by Customer (the "initial Term'3.
Either party may, at any time after the Initial Term, withdraw Product models
from this Agreement upon ninety (90) days prior written notice. When a
Product is withdrawn from this Agreement, Customer will receive credit for
any charges already paid for service beyond the date of withdrawal.
Following the expiration of the Initial Term, this Agreement shall remain
effective untilterminated by either party upon ninety (90) days prior written
notice, provided thai either party may terminate this agreement at any earlier
time pursuant to Section 5.
SECTION 2. SERVICE
Itron shall provide services to keep the Products listed on Schedule A in
good working order in accordance with the then current applicable Itron
Service Program ("Services"). A copy of such Program for the first year of
Service is attached hereto as Exhibit A. Service shall include labor, parts,
tools, and test equipment necessary for the service and support of the
Products. New or equivalent to new standard parts shall be used in effecting
repairs. Pans shall be provided on an exchange basis and replaced parts
shall become the property of Itron. Itron shall have reasonable access to the
Products to provide Service thereon.
SECTION 3. QUARTERLY CHARGES
Service charges specified in Schedule A for each Product and any Product
purchased or licensed subsequent to the effective date of this Agreement
shall commence upon the expiration of the warranty period for said Product.
The quarterly charges shall be prorated based upon actual warranty
expiration dates. Quarterly charges shall be invoiced thirty (30) days prior to
the first day of each calendar quarter for which Services are to be provided.
All invoices for quarterly charges shall be paid by Customer in U.S. dollars
thirty (30) days from date of receipt of invoice.
Itron may change the quarterly charge upon ninety (90) days prior wdtten
notice, provided that no such changeshall be effective prior to expiration of
the Initial Term In no event shall the rates be modified more than once
during any twelve month period.
Changes requested by Customer to Product specifications, functionality.
attachments, or features that are beyond the scope ef Services may result in
an adjustment of the specified basic quarterly charge.
In the event Customer is a tax exempt entity, Customer shall provide Itron
with a copy of its tax exemption certificate upon execution of this Agreement.
SECTION 5. EARLY TERMINATION
Either party may terminate this Agreement upon the occurrence of any ol the
following:
(a) if a party becomes insolvent, executes an assignment for the benefit
of creditors, or becomes subject to bankruptcy or receivership
proceedings. Upon the occurrence of such default, the other parbj
may, at its option and without notice to or demand on the party in
default, declare this Agreement terminated.
(b) If a party breaches a matedal provision of this Agreement, the other
party may give written notice of the breach. If the breaching pa~
fails to make progress to cure the breach to an extent satisfactory to
the nonbreaching party within thirty (30) days, the nonbreaching
party may terminate this Agreement upon written notice.
in the event of termination, Customer shall receive a credit for any charges
already paid for Services beyond the date of termination, however, in the
event of nonpayment, all accrued charges shall become immediately due
and payable.
SECTION 6. GENERAL
(a) Assignment. Customer shall not assign this Agreement, directly or
indirectly, without the prior written consent of Itron; provided,
however, that Customer may assign this Agreement to its successor
in a merger or to the purchaser of all or substantjally all of
Customer's assets if such successor or purchaser agrees in writing
to comply with the terms and conditions of this Agreement
(b) Governing Law. This Agreement and performance hereunder shall
be governed by and construed in accordance with the laws of the
State of Washington, U.S.A., without reference to choice of law
principles that would result in application of laws other than the laws
of the 5tale of Washington.
(c) Enforceability. If any provision in this Agreement shall be held to be
invalid, illegal or unenforceable, the validity, legality and
enforceability of the remaining provisions shall in no way be affected
or impaired thereby.
(d) Notices and Requests. Notices hereunder shall be in writing and
shall be given by either party to the other b:y delivery or by mailing
the same by prepaid registered mail addressed as specified below
or to such other address as may be substituted by written notice by
either party to the other:
Customer: Notices to Customer at
address provided below.
SECTION 4. TAXES
In addition to the charges due under this Agreement, Customer agrees to
pay amounts equal to any taxes and duties resulting from this Agreement, or
any activities hereunder, exclusive of taxes based upon Itron's net income.
Itron:
ITRON, INC.
2818 N. Sullivan Road
Spokane, WA 99216
Attn: Contract Administrator
3/29/99
Any such notice so given shall be deemed to have been received by
the party to whom addressed on the day of delivery thereoi.
(e) Entire Agreement. Each party acknowledges that it has read this
Agreement, understands it, and agrees to be bound by its terms and
further agrees that it is the complete and exclusive statement of the
agreement between the parties with respect to Services. Any terms
and conditions appearing on Customers purchase orders or other
authorizations shall not apply to or become a part of this Agreement;
this Agreement may be modified or altered only by a written
instrument that refers to and incorporates this Agreement and is
duly executed by an authorized representative of each party.
(fi Headings Not Controlling. Headings used in this Agreement are
intended for convenience or reference only and shall not control or
affect the meaning or construction of any provision of this
Agreement.
SECTION 7. FORCE MA.IEURE
Neither party hereto shall be responsible for any failure or delay in the
performance of any obligation hereunder if such failure or delay is due to a
cause beyond the party's control, including, but not limited to acts of God,
flood. fire, volcano, war, third-party suppliers, labor disputes or governmental
acts.
SECTION 8. LIABILITY AND DISCLAIMER OF WARRANTY
ITRON'S AGGREGATE LIABILITY FOR DAMAGES TO CUSTOMER
SHALL NOT EXCEED THE TOTAL ANNUAL AMOUNT PAID BY
CUSTOMER TO ITRON HEREUNDER FOR THE APPLICABLE SERVICE.
IN NO EVENT SHALL ITRON BE LIABLE, WHETHER IN CONTRACT,
NEGLIGENCE, TORT, OR ON ANY OTHER BASIS, FOR COVER OR FOR
INCIDENTAL, SPECIAL, CONSEQUENTIAL (INCLUDING LOSS QF
DATA, REVENUE, SAVINGS OR PROFITS) OR EXEMPLARY DAMAGES
ARISING OUT OF OR IN CONNECTION WITH THE SERVICES OR THE
SALE, MAINTENANCE, USE, PERFORMANCE, FAILURE QR
INTERRUPTION IN THE OPERATION OF THE PRODUCTS.
ITRON OFFERS NO WARRANTIES CONCERNING THE SERVICES OR
ANY PRODUCTS, EXPRESS OR IMPLIED, INCLUDING, BUT NOT
LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND
FITNESS FOR A PARTICULAR PURPOSE.
SECTION 9. ENGLISH LANGUAGE
The parties have expressly required that this Agreement be set forth and
executed in the English language. Los parties aux presentes ont
expressmerit exige que la presente conventions soient redigees en la
langue anglaise.
DATED AND EXECUTED this :'2
CUSTOMER: L;,' /i. c ~ tZ215t~ /~t~(
(Please PrinO
/ .,y
Address: ~" L
Phone Number: (5~//') 5'~:~ ~ e<': ,/
fax Exempt: No ~ Yes ..;K If yes. attach copy of Tax Exemption Certificate.
If a corporation or limited liability company. name the State or Province in which formed
3/29199
Exhibit A
TOTAL SYSTEM SUPPORT PROGRAM
Electronic Meter Reading Applications
Itron's Total System Support Program (TSSP) consists of software and equipment support
managed and coordinated through Customer Support Analysts located in the Customer
Support Center at Itron's UTS office in Raleigh, North Carolina.
CUSTOMER SUPPORT
Total System Support Program Customers have access to Itron's Customer Support
Center in Raleigh between the hours of 8:00 a.m. and 9:00 p.m. (Eastern Standard Time),
Monday through Friday. In addition, emergency support can be obtained twenty-four
hours per day, seven days per week through on-call support. The Customer Support
Center in Raleigh is the Customer's central contact, augmented by the Customer Support
Center in Spokane and technical support analysts to ensure uninterrupted access and
efficient problem resolution.
The Customer Support Analysts are responsible for troubleshooting equipment and
software issues, status reporting, managing problem resolution and escalation procedures,
record keeping, and coordinating logistics such as spare part orders, service contract
administration, and the delivery of services such as training, on-site support, system
audits, etc.
In addition, TSSP Customers can consult with Customer Support Analysts regarding
installation procedures, modifications to the existing system and operating procedures.
Through the Customer Support Analysts, Customers have access to a team of trained
professionals from all organizations within Itron necessary to resolve a problem or
address a concern.
All calls are logged through "Call Tracking" and all verified problems are documented to
assist in the resolution of issues through "Central Problem Tracking". The status of all
verified problems is monitored until final resolution. The Technical Support Analysts
monitor and maintain the logs reflecting the current status of any outstanding issues and
Customer requested modifications. These logs include problem or modification reference
numbers, date reported, description, priority and scheduled release date and are provided
on a regular basis to the Customer for review. A response to a request or a plan for
resolving the reported issue is provided by the Technical Support Analysts.
Customer Support Analysts are also responsible for providing Customers with Hardware
Analysis Reports upon request. Drawing their data from continually updated equipment
service histories, these reports detail the field performance of a Customer's hardware
devices and compare it to that of Itron's entire installed base. With this data, plans can be
developed that can help improve hardware field performance and, therefore, system
uptime.
TSSP Policy (MV-RS) - 3/99 Page 1
SOFTWARE SUPPORT
Software Engineering services can be accessed through the Customer Support Center in
Raleigh. Software Engineering services maintain the software in accordance with the
MV-RS WIN User Guide Document through problem resolution work that often results
in software releases.
Itron software releases occur through the transportation of magnetic media to the
Customer site. Included with the release are the Problem Tracker or modification
description, description of the change, documentation, and installation procedures. Once
this software is released, it becomes the new software base on which all future changes
are delivered.
Problem Resolution
Problem resolution work begins after the problem is verified by Itron, usually through
duplication of the problem. In order to verify a problem, the Customer Support Analyst
may request additional documentation or data from the Customer.
Between major System releases, problems determined to be "critical" in nature are acted
upon immediately. These are problems that impact the collection or pass-through of data
and therefore affect mainframe processing.
On-site critical problem resolution by qualified Itron programming staff is included in
TSSP and available twenty-four hours per day, seven days per week, when a joint
determination by Itron and the Customer has been made confirming the need for on-site
assistance. Itron charges current time and materials rates and expenses for on-site
problem resolution when it determines that the failure is due to hardware or software not
supported by Itron.
In addition, Itron maintains a current backup of all Customer related software; source
code and appropriate documentation with which it can start helping the Customer attain
software recovery within twenty-four hours of notification.
Total System Support Program problem resolution excludes support of the following:
1. Customer modified software.
2. Third-party software not supplied by Itron or designated in the MV-RS WIN User
Guide Document.
3. Software changes required to integrate into the system third-party software or
firmware not supplied by Itron or designated in the MV-RS WIN User Guide
Document.
4. System corruption due to accident, misuse or negligence.
5. Software not included in the Service Agreement between Itron and the Customer.
6. Communication problems related to Customer supplied modems and/or telephone
lines that do not meet Itron standards.
TSSP Policy (MV-RS) - 3/99 Page 2
Software release support for applications that are not on the most current version.
Software Updates and Modifications
The Total System Support Program includes software updates upon request. Updates are
Itron generated changes to the software feature set that maintain conformance to the MV-
RS WIN User Guide Document and result in a new release number.
Modifications are Customer requested changes to the software that cause it to differ from
the definition in the MV-RS WIN User Guide Document.
Modification requests are submitted to Itron in writing and include the appropriate
modified pages from the MV-RS WIN User Guide Document. ff the modification is
significant in size or scope, Itron may elect to send a Project Manager on-site to finalize
the design of the modification. If it is determined that the modifications are to be
performed, Itron will submit a bid that includes programming, documentation, testing,
implementation and on-going service.
EQUIPMENT SUPPORT
Hardware support is performed by the Itron Service Centers. Through these services,
Itron provides the labor and material necessary to maintain the equipment in accordance
with the published product specifications. Removable batteries are covered under the
Total System Support Program.
In addition to diagnosing, isolating and repairing the specific equipment problem cause,
under the Total System Support Program hardware items returned for repair undergo a
process of full refurbishment that includes preventive servicing, burn-in, testing and the
automatic incorporation of all appropriate product updates. In order to ensure that all
appropriate equipment receive adequate preventive service, Customers may arrange
through the Customer Support Analyst for the periodic refurbishment of equipment not
otherwise serviced annually.
Itron provides a seventy-two hour in-house tumaround for handheld computers and five
day in-house turnaround for all other equipment arriving at the Service Center during
normal business hours. Service Center hours of operation are Monday through Friday,
8:00 a.m. to 4:30 p.m. local time, excluding holidays.
Should the Service Center be unable to meet the turnaround time by completing service
on the Customer's own equipment, upon request, Itron will ship to the Customer loaner
equipment. Equipment loaned to the Customer to fulfill the turnaround commitment
must be returned to Itron seven days after the Customer's own serviced equipment is
shipped from Itron or a rental charge is assessed, with a minimum one month charge.
In addition, Itron will provide "emergency loaner equipment" to Customers in the event
of an unanticipated equipment shortage, as long as the Customer maintains the
recommended equipment sparing levels. "Emergency loaner equipment" must be
returned to Itron within fifteen days after being shipped to the Customer or a rental charge
is assessed, with a minimum one-month charge.
TSSP Policy (MV-RS) - 3/99 Page 3
On-site critical problem resolution by qualified Itron service staff is included in TSSP and
available twenty-four hours per day, seven days per week, when a joint determination by
itron and the Customer has been made confirming the need for on-site assistance. Itron
charges current time and materials rates and expenses for on-site problem resolution
when it determines that the failure is due to hardware or software not supported by Itron.
Total System Support covers shipping charges of the repaired equipment back to the
Customer. Return shipment is in the manner used when the equipment is shipped prepaid
to Itron. Expedited shipment for an additional charge can be requested through the
Customer Support Analyst.
TSSP hardware support excludes support of the following:
1. Equipment that persons other than authorized Itron representatives have altered or
attempted to repair.
2. Physical damage resulting from accident, misuse or neglect.
3. Damage resulting from stationary equipment relocation by Customer.
4. Damage resulting from electrical power, air conditioning or humidity control failure.
5. Non-Itron supplied components and equipment.
6. The furnishing of supplies or accessories and of shoulder straps and holsters; painting
or refinishing the equipment.
7. Hardware not included in the Service Agreement.
In the event Itron should receive equipment for repair that is physically damaged and the
estimate for repair is not accepted by the Customer, Itron reserves the right to invoice one
hour of labor at the prevailing labor rate for equipment returned to the Customer
unrepaired. The Customer will not be invoiced for damaged units that are scrapped at the
Customers request.
TSSP Policy (MV-RS) - 3/99 Page 4
ROCL Checklist
V
=J
This checklist defines your utility requirements for a customized ROCL, a ReadOne Pro soft-
ware program that allows the programming of your ERT modules with utility specific infor-
mation. Please fill out the form as completely as possible and return it to Itron with your
Approval signature.
Customer Information
Utility Name:
Parent Company:
Ship To Address:
Office Address:
Contact Personnel:
Ashland Electric lLocation Ashland, Oregon
CitV of Ashland
90 North Mountain Avenue County: Jackson
City: Ashland IState: OR Zip: 97520
90 North Mountain Avenue County: Jackson
City: Ashland State: OR ZIP(Req"irea):97520
Peter Lovrovich Telephone: (541) 488-5357
Jim Smith Telephone: (54]) 488-53~7
Fax: (541) 488-5320 Modern:
Utility Information
Utility Types:
States Served:
Neighboring Utilities:
Gas B Electdc~ WaterB
Oregon
PP&L Avista
Other
Medford Water
Meter Information
Reading~)ata Entry Direction:
(Required. Does not apply to Watef ERTs )
Meter Number Length & Format:
Other Information:
Right to Left 0221 OR Left to Right ~
5 digits Electric, 6 digits
Water
Approvals
Utility Approval:
Utili .ty sign:off is required.
Itron Project Manager Approval:
Sales Account Representative:
Reseller Project Manager:
For Itron Use Only
Utility ID #:
Itron Administrator Approval:
Date:
Gas Wake-Up Tone:
Water Wake-Up Tone.'
Electric Wake-Up Tone:
ROCL Check/ist TDC-O064-O04 2/99
2
The following table
Approvals
Compensation
Contact Personnel
Dials
Digits
Display Order
Drive
Interval Data Length
Kh
Location
Lock Level
Meter Number Length & Format
Mode
Neighboring Utilities
Office Address
Other Information
Parent Company
PCOMP
Reading/Data Entry Direction
ROCL
Self-Initiated Message
Sensor Boards
Ship To Address
States Served
Utility Name
Utility Types
defines terms used in this checklist in alphabetical order.
Explanation
A signature certifying this checklist as the correct requirements for the
ROCL. A Utility Approval signature is required.
Indicates whether the meter register index is compensated or non-
compensated to account for changes in gas pressure.
The utility contact personnel, include name, phone numbers, etc.
The number of billing dials. The number of dials refers to the number of
register digits used for billing units; these digits are usually white.
The number of numeric placeholders stored in the ERT reading field.
The order in which the values will display on the ReadOne Pro.
Index drive rate.
The amount of time that a 45 series will record for each interval sample.
The Kh factor for an electric ERT.
The location of the utility.
The lock level of the ERT. Locking inhibits or prevents reprogramming
Number of digits used by the utility to record meter read.
The mode of counting.
Normal - Counts in direction of register
High - Always counts forward
Detent - Stops counting if meter spins backward
Other utilities in the vicinity
The utility's office address if applicable.
Any other pertinent information regarding the meter.
If applicable, the name of the utility' s parent company.
Pressure Compensation factor. Standard pressure compensation is 1 *.
* If your register indexes are pressure compensated, use this formula to
calculate for non-standard pressures:
(Metering pressure + Atmospheric Pressure)/Base Pressure
Calculate [o 4 decimal places. Ex. 1.2345
Direction the reading is input into the reading device. Required for Gas and
Electric ERTs. Water ERTs always read Left to Right.
ReadOne Command Language. The software program for the ReadOne Pro
handheld.
Allows the ERT to transmit either the Standard Consumption Message (40,
41, or 45 series ERT) or the Interval Data Message (45 series only) without
the need of a wake-up tone (RF signal).
The printed circuit boards (PCB) that sense the position of the odometer
wheels. The PCB are visible between the odometer wheels of the register.
The utility's mailing address
States where the utility operates.
The name of the utility.
Does the utility serve gas, water, and/or electric? .,
ROCL Check#st
Electric ERTs
40Ex2t 41E~I 45E []
Kh Display Kh
Order
7.20 I~ 4.80 121
0,30 121 10,80 [221
0.60 [21 12.00 ~
0.72 :D 14.40 ~
1.20 Q 21.60 Q
1.80 Q 28.80 ~
2.40 [] 43.20 []
3.60 Q 57.60 il
Display
Order
Dials
Mode
(Check One)
Lock Level
(Check One)
4xt [] 4x10 []
Normali~:lx High Q Detent Q
NOTE: Normal mode not available
for 45E with IDM Enabled.
113c 20 3[]
NOTE: Does not apply to 41 ER-I
45 E Parameters
Self-Initiated Message
Interval Data Length
SCM - Standard Consumption Message
Disabled [] 2.50 Minutes
1.25 Minutes Q 5.00 Minutes
Gas ERTs
40G [] 40G Rotary i2l
Drive Dials Display
Order
1ft.[] 4[]
2ft.:3
4 []
Drive
25ft.
40ft. El
Dials
5 []
6 []
5 []
6 rn
Display
Order
5ft. Q
loft. []
20ft. Q
Compensation
5 Q
6
5 rn
6 []
50ft. El 5 Q
6121
7Q
lOOft. I'1 5 []
6 Q,
7Q
'~oooft. r~ 5 rn
6[]
7Q
Are you using pressure compensated indexes? YES Q
If Pressure Compensated (Required):
Meter Pressure Atmospheric Pressure Base Pressure
[] IDM - Interval Data Message
Drive 'Dials ' Display
Order
0.05 m3 [] 5 []
0.10m3 Q 5 Q
Other [] Dials
* If you select 6 Dials, 100 ft. Drive,
indicate billing units:
[] xl00 or [] xl000
NO Q
PCOMP*
Lock
Level
* PCOMP Factor should be calculated to 4 decimal places. Ex. 1.2345
1[] 2Q 3B
ROCL Checklist TDC-OO64-O04 2/99
Water ERTs
40W
0
LU
Sensus (formerly Rockwell)
Schlumberger ARB V
ProRead (Neptune)
ManufactUrer
Badger
Badger Pit
Hersey
Precision
White Dials (Check All That Apply) ,:: :Display
~: !: ~ Orde~
a4 x]-5 ca6 ~7
ltl 5/8 - 1" u 2 and/or [21 3 sensor boards
Q 1.5" [21 2 and/or Q 3 sensor boards
il 2" or larger Q 2 and/or Q 3 sensor boards
White DIals (CheCk All ~a~Appiy)~::~2: : ;i ,:: Display
:- , :: :; Order
Q4 Q5 Q6
Q4 Q5 ~6
',~4 Q5 36
~]4 Q5 Q6
Lock Level
1N2TE: 2 ~ 3 ~n
Lock Level 1 is recommended
Telemetry ERTs
40T Telemetry ] Digits
55 6n
ROCL Check#st