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2008-147ORDINANCE NO. LOVO - 1117 AN ORDINANCE ACCEPTING SEALED PROPOSALS AND AWARDING A CONTRACT FOR THE PURCHASE OF AN AUTOMATIC METER READING INFRASTRUCTURE SYSTEM FOR DENTON MUNICIPAL ELECTRIC; PROVIDING FOR THE EXPENDITURE OF FUNDS THEREFOR; AND PROVIDING AN EFFECTIVE DATE (RFSP 4000-AUTOMATIC METER READING INFRASTRUCTURE SYSTEM AWARDED TO TRILLIANT INC. IN A FIVE YEAR AMOUNT NOT TO EXCEED $1,598,284). WHEREAS, the City has solicited, received and evaluated competitive sealed proposals for the purchase of an automatic meter reading infrastructure system in accordance with the procedures of State law and City ordinances; and WHEREAS, the City Manager or a designated employee has received and reviewed and recommended that the herein described proposals are the most advantageous to the City considering the relative importance of price and the other evaluation factors included in the request for proposals; and WHEREAS, the City Council has provided in the City Budget for the appropriation of funds to be used for the purchase of the materials, equipment, supplies or services approved and accepted herein; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The items in the following numbered request for proposal for materials, equipment, supplies or services, shown in the "Request Proposals" on file in the office of the Purchasing Agent, are hereby accepted and approved as being the most advantageous to the City considering the relative importance of price and the other evaluation factors included in the request for proposals. RFSP NUMBER CONTRACTOR AMOUNT 4000 Trilliant, Inc. $1,598,284 SECTION 2. By the acceptance and approval of the above numbered items of the submitted proposals, the City accepts the offer of the persons submitting the proposals for such items and agrees to purchase the materials, equipment, supplies or services in accordance with the terms, specifications, standards, quantities and for the specified sums contained in the Proposal Invitations, Proposals, and related documents. SECTION 3. Should the City and person submitting approved and accepted items and of the submitted proposals wish to enter into a formal written agreement as a result of the acceptance, approval, and awarding of the proposals, the City Manager or his designated representative is hereby authorized to execute the written contract; provided that the written contract is in accordance with the terms, conditions, specifications, standards, quantities and .specified sums contained in the Proposal and related documents herein approved and accepted. SECTION 4. By the acceptance and approval of the above enumerated bids, the City Council hereby authorizes the expenditure of funds therefor in the amount and in accordance with the approved bids. SECTION 5. This ordinance shall become effective immediately upon its passage and approval. PASSED AND APPROVED this the l~ - day of '2008. 9 64 MARK A. BURRgYdWS, MAYOR ATTEST: JENNIFER WALTERS, CITY SECRETARY BY: APPROVED AS TO LEGAL FORM: JOHN M. KNIGHT, INTERIM CITY ATTORNEY BY: 4-ORD P 4000 CONTRACT BY AND BETWEEN CITY OF DENTON, TEXAS AND RFSP NO. 4000 THIS CONTRACT is made and entered into by and between Trilliant Inc. a corporation, whose address is 1100 Island Drive, Redwood City, CA 94065, hereinafter referred to as "Contractor," and the CITY OF DENTON, TEXAS, a home rule municipal corporation, hereinafter referred to as "City," to be effective upon approval of the Denton City Council and subsequent execution of this Contract by the Denton City Manager or his duly authorized designee. For and in consideration of the covenants and agreements contained herein, and for the mutual benefits to be obtained hereby, the parties agree as follows: 1. SCOPE OF SERVICES Contractor shall provide all labor, supervision, materials and equipment necessary for Automatic Meter Reading Infrastructure System. These products and services shall be provided in accordance with the Specifications for Automatic Meter Reading Infrastructure System, a copy of which is attached hereto and incorporated herein as Exhibit "A" (on file in the office of the Purchasing Agent), and the Contractor's Bid in response thereto, a copy of which is attached hereto and incorporated herein for all purposes as Exhibit "B". The Contract consists of this written agreement and the following items which are attached hereto and incorporated herein by reference: (a) Specifications for Automatic Meter Reading Infrastructure System; (Exhibit "A" on file in the office of the Purchasing Agent). (b) Contractor's Proposal. (Exhibit "B" on rile in the office of the Purchasing Agent); (c) Insurance Requirements. (Exhibit "C"); (d) Form CIQ - Conflict of Interest Questionnaire (Exhibit "D"). (e) Scope of Work (Exhibit "E") These documents make up the Contract documents and what is called for by one shall be as binding as if called for by all. In the event of an inconsistency or conflict in any of the provisions of the Contract documents, the inconsistency or conflict shall be resolved by giving precedence first to the written agreement then to the contract documents in the order in which they are listed above. These documents shall be referred to collectively as "Contract Documents." H. TIME OF COMPLETION Contractor agrees and covenants that all work hereunder shall be complete within two years following notice to proceed from City. III. TERM OF CONTRACT The initial term of this Contract shall be two years from the date of contract execution unless otherwise stated. Page 1 of 14 C:\Documents and Settings\jziegler\LocaI Settings\Temporary Internet Files\Content.Outlook\3S91VIKIXI\4000 AMI System Service Contract.doc IV. WARRANTY Contractor warrants and covenants to City that all goods and services provided by Contractor, Contractor's subcontractors, and agents under the Agreement shall be free of defects and produced and performed in a skillful and workmanlike manner and shall comply with the specifications for said goods and services as set forth in this Agreement and the Bid Specifications attached hereto and incorporated herein as Exhibit "A"(on rile in the office of the Purchasing Agent). Contractor warrants that the goods and services provided to City under this Agreement shall be free from defects in material and workmanship, for a period of one (1) year commencing on the date that City issues final written acceptance of the project. V. PAYMENT Payments hereunder shall be made to Contractor following city's acceptance of the work and within thirty (30) days of receiving Contractor's invoice for the products and services delivered. Total compensation under this contract shall not exceed the sum of $1,598,284.00. Contractor recognizes that this Contract shall commence upon the effective date herein and continue in full force and effect until termination in accordance with its provisions. Contractor and City herein recognize that the continuation of any contract after the close of any given fiscal year of the City of Denton, which fiscal year ends on September 30th of each year, shall be subject to Denton City Council approval. In the event that the Denton City Council does not approve the appropriation of funds for this contract, the Contract shall terminate at the end of the fiscal year for which funds were appropriated and the parties shall have no further obligations hereunder. VI. PROTECTION AGAINST ACCIDENT TO EMPLOYEES AND THE PUBLIC Contractor shall at all times exercise reasonable precautions for the safety of employees and others on or near the work and shall comply with all applicable provisions of Federal, State, and Municipal safety laws. The safety precautions actually taken and the adequacy thereof shall be the sole responsibility of the Contractor. Contractor shall indemnify City for any and all losses arising out of or related to a breach of this duty by Contractor pursuant to paragraph VIII. INDEMNIFICATION and paragraph IX. COMPLIANCE WITH APPLICABLE LAWS set forth herein. VII. LOSSES FROM NATURAL CAUSES Unless otherwise specified, all loss or damage to Contractor arising out of the nature of the work to be done, or from the action of the elements, or from any unforeseen circumstances in the prosecution of the same, or from unusual obstructions or difficulties which may be encountered in the prosecution of the work, shall be sustained and borne by the Contractor at its own cost and expense. Page 2 of 14 C:\Documenits and Settings\pegler\LocaI Settings\Temporary Internet File s\Content.0utlook\359MKIXI\4000 AMI System Service Contract.doc VIIl. INDEMNIFICATION Contractor shall release, defend, indemnify and hold the City, its elected officials, officers and employees harmless from and against all claims, damages, injuries (including death), property damages (including loss of use), losses, demands, suits, judgments and costs, including attorney's fees and expenses, in any way arising out of, related to, or resulting from the services provided by Contractor under this Agreement or caused by the negligent act or omission or the intentional act or omission of Contractor, its officers, agents, employees, subcontractors, licensees, invitees or any other third parties for whom Contractor is legally responsible (hereinafter "Claims"). Contractor is expressly required to defend City against all such Claims. In the event the City is a named party to a suit arising out of the subject matter of this Contract, the City shall have reasonable input into the selection of defense counsel to be retained by Contractor in fulfilling its obligation hereunder to defend and indemnify City. City reserves the right to provide a portion or all of its own defense; however, City is under no obligation to do so. Any such action by City is not to be construed as a waiver of Contractor's obligation to defend City or as a waiver of Contractor's obligation to indemnify City pursuant to this Contract. Contractor shall retain defense counsel within seven (7) business days of City's written notice that City is invoking its right to indemnification under this Contract. If Contractor fails to retain counsel within such time period, City shall have the right to retain defense counsel on its own behalf, and Contractor shall be liable for all costs incurred by City. IX. COMPLIANCE WITH APPLICABLE LAWS Contractor shall at all times observe and comply with all Federal, State and local laws, ordinances and regulations including all amendments and revisions thereto, which in any manner affect Contractor or the work, and shall indemnify and save harmless City against any claim related to or arising from the violation of any such laws, ordinances and regulations whether by Contractor, its employees, officers, agents, subcontractors, or representatives. If Contractor observes that the work is at variance therewith, Contractor shall promptly notify City in writing. X. VENUE The laws of the State of Texas shall govern the interpretation, validity, performance and enforcement of this Contract. The parties agree that this Contract is performable in Denton County, Texas, and that exclusive venue shall lie in Denton County, Texas. XI. ASSIGNMENT AND SUBLETTING Contractor agrees to retain control and to give full attention to the fulfillment of this Contract, that this Contract shall not be assigned or sublet without the prior written consent of City, and that no part or feature of the work will be sublet to anyone objectionable to City. Contractor further agrees that the subletting of any portion or feature of the work, or materials required in the performance of this Contract, shall not relieve Contractor from its full obligations to City as provided by this Contract. Page 3 of 14 C:\Documents and Settings\ ziegler\LocaI Settings\Temporary Internet Files\Content.Outlook\3S9MKIXI\4000 AMI System Service Contract.doc XII. INDEPENDENT CONTRACTOR Contractor covenants and agrees that Contractor is an independent contractor and not an officer, agent, servant or employee of City; that Contractor shall have exclusive control of and exclusive right to control the details of the work performed hereunder and all persons performing same, and shall be responsible for the acts and omissions of its officers, agents, employees, contractors, subcontractors and consultants; that the doctrine of respondeat superior shall not apply as between City and Contractor, its officers, agents, employees, contractors, subcontractors and consultants, and nothing herein shall be construed as creating a partnership or joint enterprise between City and Contractor. XIII. INSURANCE AND CERTIFICATES OF INSURANCE Contractor shall procure and maintain for the duration of the contract insurance coverage as set forth in the Insurance Requirements marked Exhibit "C" attached hereto and incorporated herein by reference. Contractor shall provide a signed insurance certificate verifying that they have obtained the required insurance coverage prior to the effective date of this Contract. XIV. HINDRANCES AND DELAYS No claims shall be made by Contractor for damages resulting from hindrances or delays from any cause during the progress of any portion of the work embraced in this Contract. XV. AFFIDAVIT OF NO PROHIBITED INTEREST Contractor acknowledges and represents it is aware of all applicable laws, City Charter, and City Code of Conduct regarding prohibited interests and that the existence of a prohibited interest at any time will render the Contract voidable. Contractor has executed the Affidavit of No Prohibited Interest, attached and incorporated herein as Exhibit "D". XVI. SEVERABILITY The provisions of this Contract are severable. If any paragraph, section, subdivision, sentence, clause, or phrase of this Contract is for any reason held to be contrary to the law or contrary to any rule or regulation having the force and effect of the law, such decisions shall not affect the remaining portions of the Contract. However, upon the occurrence of such event, either party may terminate this Contract by giving the other party thirty (30) days written notice. XVII. TERMINATION City may, at its option, with or without cause, and without penalty or prejudice to any other remedy it may be entitled to at law, or in equity or otherwise under this Contract, terminate further work under this contract, in whole or in part by giving at least thirty (30) days prior Page 4 of 14 C:\Documents and Settings\ ziegler\LocaI Settings\Temporary Internet Files\Content.Outlook\359MKIXI\4000 AMI System Service Contract.cm: written notice thereof to Contractor with the understanding that all services being terminated shall cease upon the date such notice is received. XVIII. ENTIRE AGREEMENT This Contract and its attachments embody the entire agreement between the parties and may only be modified in writing if executed by both parties. XIX. CONTRACT INTERPRETATION Although this Contract is drafted by City, should any part be in dispute, the parties agree that the Contract shall not be construed more favorably for either party. XX. SUCCESSORS AND ASSIGNS This Contract shall be binding upon the parties hereto, their successors, heirs, personal representatives and assigns. XXI. HEADINGS The headings of this Contract are for the convenience of reference only and shall not affect in any manner any of the terms and conditions hereof. XXII. RIGHT TO AUDIT The OWNER shall have the right to audit and make copies of the books, records and computations pertaining to this agreement. The CONTRACTOR shall retain such books, records, documents and other evidence pertaining to this agreement during the contract period and five years thereafter, except if an audit is in progress or audit findings are yet unresolved, in which case records shall be kept until all audit tasks are completed and resolved. These books, records, documents and other evidence shall be available, within 10 business days of written request. Further, the CONTRACTOR shall also require all Subcontractors, material suppliers, and other payees to retain all books, records, documents and other evidence pertaining to this agreement, and to allow the OWNER similar access to those documents. All books and records will be made available within a 50 mile radius of the City of Denton. The cost of the audit will be borne by the OWNER unless the audit reveals an overpayment of 1% or greater. If an overpayment of 1% or greater occurs, the reasonable cost of the audit, including any travel costs, must be borne by the CONTRACTOR which must be payable within five business days of receipt of an invoice. Failure to comply with the provisions of this section shall be a material breach of this contract and shall constitute, in the OWNER'S sole discretion, grounds for termination thereof. Each of the terms "books", "records", "documents" and "other evidence", as used above, shall be construed to include drafts and electronic files, even if such drafts or electronic files are subsequently used to generate or prepare a final printed document. Page 5 of 14 C\Documents and Settings\ ziegler\Local Settings\Temporary Internet Files\Content.Outlook\359MKIXI\4000 AMI System Service Contract.doc IN WITNESS WHEREOF, the parties of these presents have executed this agreement in the year and day first above written. CONTRACTOR . BY: ..Name: J 0/47-4w L~. Ol E4 Le Uf, Sys 00 ~SL4Nn'oK / VA~ MAILING ADDRESS ~ flf,Q a/QO.O L/ I 7v GO 0 PHONE NUMBER O- S-08 - E3 (1 FAX NUMBER PRINTED NAME CITY OF DENTO AS GEORQ3E C. CAMPBELL, CITY MANAGER ATTEST: JENNIFER WALTERS, CITY SECRETARY BY: ~(jf (l { Gr~i~. APPROVED AS TO LEGAL FORM MICHAEL S. COPELAND, UTILITY ATTORNEY BY: Page 6 of 14 C:\Documents and SettingsVziegler\LocaI Settings\Temporary Internet Files\Content.Outlook\359MKIXI\4000 AMI System Service Contract. doc EXHIBIT C CITY OF DENTON INSURANCE REQUIREMENTS FOR CONTRACTORS Bidder's attention is directed to the insurance requirements below. It is highly recommended that bidders confer with their respective insurance carriers or brokers to determine in advance of Bid submission the availability of insurance certificates and endorsements as prescribed and provided herein. If an apparent low bidder fails to comply strictly with the insurance requirements, that bidder may be disqualified from award of the contract. Upon bid award, all insurance requirements shall become contractual obligations, which the successful bidder shall have a duty to maintain throughout the course of this contract. STANDARD PROVISIONS: Without limiting any of the other obligations or liabilities of the Contractor, the Contractor shall provide and maintain until the contracted work has been completed and accepted by the City of Denton, Owner, the minimum insurance coverage as indicated hereinafter. As soon as practicable after notification of bid award, Contractor shall file with the Purchasing Department satisfactory certificates of insurance, containing the bid number and title of the project. Contractor may, upon written request to the Purchasing Department, ask for clarification of any insurance requirements at any time; however, Contractors are strongly advised to make such requests prior to bid opening, since the insurance requirements may not be modified or waived after bid opening unless a written exception has been submitted with the bid. Contractor shall not commence any work or deliver any material until he or she receives notification that the contract has been accepted, approved, and signed by the City of Denton. All insurance policies proposed or obtained in satisfaction of these requirements shall comply with the following general specifications, and shall be maintained in compliance with these general specifications throughout the duration of the Contract, or longer, ifso noted. • Each policy shall be issued by a company authorized to do business in the State of Texas with an A.M. Best Company rating of at least A. • Any deductibles or self-insured retentions shall be declared in the bid proposal. If requested by the City, the insurer shall reduce or eliminate such deductibles or self-insured retentions with respect to the City, its officials, agents, employees and volunteers; or, the contractor shall procure a bond guaranteeing payment of losses and related investigations, claim administration and defense expenses. • Liability policies shall be endorsed to provide the following: • Name as additional insured the City of Denton, its Officials, Agents, Employees and volunteers. • That such insurance is primary to any other insurance available to the additional insured with respect to claims covered under the policy and that this insurance applies separately to each insured against whom claim is made or Page 7 of 14 Ct\Documents and Settings\ ziegler\Local Settings\Temporary Internet Files\Content.Outlook\359MK1%I\4000 AMI System Service Contract.doc EXHIBIT C suit is brought. The inclusion of more than one insured shall not operate to increase the insurer's limit of liability. • Cancellation: The City requires 30 day written notice should any of tlhe policies described on the certificate be cancelled or materially changed before the expiration date. • Should any of the required insurance be provided under a claims-made form, Contractor shall maintain such coverage continuously throughout the term of this contract and, without lapse, for a period of three years beyond the contract expiration, such that occurrences arising during the contract term which give rise to claims made after expiration of the contract shall be covered. • Should any of the required insurance be provided under a form of coverage that includes a general annual aggregate limit providing for claims investigation or legal defense costs to be included in the general annual aggregate limit, the Contractor shall either double the occurrence limits or obtain Owners and Contractors Protective Liability Insurance. • Should any required insurance lapse during the contract term, requests for payments originating after such lapse shall not be processed until the City receives satisfactory evidence of reinstated coverage as required by this contract, effective as of the lapse date. If insurance is not reinstated, City may, at its sole option, terminate this agreement effective on the date of the lapse. Page 8 of 14 C:\Documents and Settings~ziegler\tocal Settings\Temporary Internet Files\Content.Outlook\359MKIXI\4000 AMI System Service Contract.doc EXHIBIT C SPECIFIC ADDITIONAL INSURANCE REQUIREMENTS: All insurance policies proposed or obtained in satisfaction of this Contract shall additionally comply with the following marked specifications, and shall be maintained in compliance with these additional specifications throughout the duration of the Contract, or longer, if so noted: [X] A. General Liability Insurance: General Liability insurance with combined single limits of not less than $500,000 shall be provided and maintained by the Contractor. The policy shall be written on an occurrence basis either in a single policy or in a combination of underlying and umbrella or excess policies. If the Commercial General Liability form (ISO Form CG 0001 current edition) is used: • Coverage A shall include premises, operations, products, and completed operations, independent contractors, contractual liability covering this contract and broad form property damage coverage. • Coverage B shall include personal injury. • Coverage C, medical payments, is not required. If the Comprehensive General Liability form (ISO Form GL 0002 Current Edition and ISO Form GL 0404) is used, it shall include at least: • Bodily injury and Property Damage Liability for premises, operations, products and completed operations, independent contractors and property damage resulting from explosion, collapse or underground (XCU) exposures. • Broad form contractual liability (preferably by endorsement) covering this contract, personal injury liability and broad form property damage liability. I I Automobile Liability Insurance: Contractor shall provide Commercial Automobile Liability insurance with Combined Single Limits (CSL) of not less than $300,000 either in a single policy or in a combination of basic and umbrella or excess policies. The policy will include bodily injury and property damage liability arising out of the operation, maintenance and use of all automobiles and mobile equipment used in conjunction with this contract. Satisfaction of the above requirement shall be in the form of a policy endorsement for: • any auto, or • all owned, hired and non-owned autos. Page 9 of 14 C:\Documents and Settmgs\jziegler\LocaI Settings\Temporary Internet Files\Content.Outlook\359MKIXI\4000 AMI System Service Contractdoc EXHIBIT C [ ] Workers Compensation Insurance Contractor shall purchase and maintain Worker's Compensation insurance which, in addition to meeting the minimum statutory requirements for issuance of such insurance, has Employer's Liability limits of at least $100,000 for each accident, $100,000 per each employee, and a $500,000 policy limit for occupational disease. The City need not be named as an "Additional Insured" but the insurer shall agree to waive all rights of subrogation against the City, its officials, agents, employees and volunteers for any work performed for the City by the Named Insured. For building or construction projects, the Contractor shall comply with the provisions of Attachment 1 in accordance with §406.096 of the Texas Labor Code and rule 28TAC 110.110 of the Texas Worker's Compensation Commission (TWCC). [ ] Owner's and Contractor's Protective Liability Insurance The Contractor shall obtain, pay for and maintain at all times during the prosecution of the work under this contract, an Owner's and Contractor's Protective Liability insurance policy naming the City as insured for property damage and bodily injury which may arise in the prosecution of the work or Contractor's operations under this contract. Coverage shall be on an "occurrence" basis, and the policy shall be issued by the same insurance company that carries the Contractor's liability insurance. Policy limits will be at least combined bodily injury and property damage per occurrence with a aggregate. [ ] Fire Damage Legal Liability Insurance Coverage is required if Broad form General Liability is not provided or is unavailable to the contractor or if a contractor leases or rents a portion of a City building. Limits of not less than each occurrence are required. [ ] Professional Liability Insurance Professional liability insurance with limits not less than per claim with respect to negligent acts, errors or omissions in connection with professional services is required under this Agreement. [ ] Builders' Risk Insurance Builders' Risk Insurance, on an All-Risk form for 100% of the completed value shall be provided. Such policy shall include as "Named Insured" the City of Denton and all subcontractors as their interests may appear. Page 10 of 14 C:\Documents and Settings\jziegler\Local Settings\Temporary Internet Files\Content.Outlook\359MKIXI\4000 AMI System Service Contract.doc EXHIBIT C [ ] Commercial Crime Provides coverage for the theft or disappearance of cash or checks, robbery inside/outside the premises, burglary of the premises, and employee fidelity. The employee fidelity portion of this coverage should be written on a "blanket" basis to cover all employees, including new hires. This type insurance should be required if the contractor has access to City funds. Limits of not less than each occurrence are required. [ ] Additional Insurance Other insurance may be required on an individual basis for extra hazardous contracts and specific service agreements. If such additional insurance is required for a specific contract, that requirement will be described in the "Specific Conditions" of the contract specifications. Page 11 of 14 O\Documenits and Settings\jziegler\LocaI Settings\Temporary Internet Files\ContentOutlook\359MKIXI\4000 AMI System Service Contract.doc EXHIBIT D CONFLICT OF INTEREST QUESTIONNAIRE FORM CIQ For vendor or other person doing business with local governmental entity This questionnaire reflects changes made to the law by H.B. 1491, 80th Leg., Regular Session. OFFICE USE ONLY This questionnaire is being filed in accordance with chapter 176 of the Local Government Code by a Date Received person doing business with the governmental entity. By law this questionnaire must be filed with the records administrator of the local government not later than the 7th business day after the date the person becomes aware of facts that require the statement to be filed. See Section 176.006, Local Government Code. A person commits an offense if the person violates Section 176.006, Local Government Code. An offense under this section is a Class C misdemeanor. 1 Name of person who has a business relationship with local governmental entity. 2 D Check this box if you are filing an update to a previously filed questionnaire. (The law requires that you file an updated completed questionnaire with the appropriate filing authority not later than the 7' business day after the date the originally fled questionnaire becomes incomplete or inaccurate.) 3 Name of local government officer with whom filer has an employment or business relationship. Name of Officer This section, (item 3 including subparts A, B. C & D), must be completed for each officer with whom the filer has an employment or other business relationship as defined by Section 176.001(1-a), Local Government Code. Attach additional pages to this Form CIO as necessary. A. Is the local government officer named in this section receiving or likely to receive taxable income, other than investment income, from the filer of the questionnaire? 11Z N Y es o B. Is the filer of the questionnaire receiving or likely to receive taxable income, other than investment income, from or at the direction of the local government officer named in this section AND the taxable income is not received from the local governmental entity? F-1 Yes No C. Is the filer of this questionnaire employed by a corporation or other business entity with respect to which the local government officer serves as an officer or director, or holds an ownership of 10 percent or more? Ej Y u N es o D. Describe each affiliation or business relationship. 4 ~ S ture of person doing bus ss wi the governmental entity Date Page 12 of 14 EXHIBIT E Scone of Work Pilot: The purpose of this pilot is to test Trilliant's technology in Denton Municipal Electric's (DME) Service area. DME plans to test the 2.4GHz meshing technology and the system's ability to do remote disconnects and reconnects. DME to test the system in a 485 residential meter community with a few commercial meters mixed in nearby. The length of the pilot is to be approximately 4 months or 3 successful billing read cycles. A successful billing read cycle is defined as receiving 99% of the billing data on-time for all in service meters with Trilliant MeshReaders in them. DME's plan is to deploy the following equipment amongst these 500 premises: • 500 GE I-210+RD Residential Disconnect Meters with MeshReader Communications Cards w/outage detection at ($85.68 meter + $75.00 disconnect adder) _ $160.68 each • 8 Commercial MeshReader Communications Cards w/outage detection for GE kV2 series meters (Meters to be provided by DME) at $249.82 each • 3 MeshGateway collectors for geographic areas, at $985.00 (1 for demo) • 2 MeshRepeaters at $325.00 each • Trilliant hosting of the Unity system with remote access for DME to data, load control, CPP and web interfaces for DME's customers to use for up to one year, at NO CHARGE • Trilliant training of DME personnel, installation personnel and on-going project management for the duration of the pilot at $22,250.00 • 4 Advanced Mesh based thermostats with interactive messaging displays at NO CHARGE 3 Aztech energy display at NO CHARGE Trilliant will not require DME to pay for the pilot equipment until after the 3 successful billing read cycles. Rollout: Upon completion of the successful pilot outlined above, DME will continue to deploy the following equipment over a 5 year period: (these are rough estimates on quantities) • 16,500 GE 1-210+RD Residential Disconnect Meters with MeshReader Communications Cards w/outage detection at ($85.68+$72.50) _ $157.38 each** 25,000 GE 1-210+ Residential Meters with MeshReader Communications Cards w/outage detection at $85.68 each** OR • 16,500 Landis + Gyr AX SD Residential Disconnect Meters with MeshReader Communications Cards w/outage detection at ($81.27+$75.00) _ $156.27 each** • 25,000 Landis + Gyr Residential Meters with MeshReader Communications Cards w/outage detection at $81.27 each** 6 Commercial MeshReader Communications Cards w/outage detection for GE kV2 series meters (Meters to be provided by DME) at $249.82 each 48 MeshGateway collectors per geographic area, at $985.00 24 MeshRepeaters at $325.00 each (if needed) • Unity Suite system with AMI, load control, CPP and web interfaces for DME's customers, at $200,000.00*** Page 13 of 14 EXHIBIT E • Trilliant training of DME personnel, installation personnel and on-going project management for the duration of the pilot at $173,750.00 • TBD Advanced Mesh based thermostats with interactive messaging displays at $195.00 (based on a minimum quantity of 5,000 units for this contract) • TBD Aztech energy display at $196.82 each (based on a minimum quantity of 5,000 units for this contract) • TBD RAC load control switch at $129.57 each (based on a minimum quantity of 5,000 units for this contract) Meter pricing will be re-evaluated every 24 months for fair market value adjustments based on current metering market trends for the same type meter with a Trilliant module in it for the same exact quantities. Since Trilliant is teaming with DME on this project and will be offering special pricing to DME, Trilliant requires access and permission to use the data that is collected from the project Trilliant will also like to be able to produce articles, white papers and have DME personnel speak on our behalf at industry conferences based on the success of this project. Page 14 of 14