===============================================================================

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                    FORM 10-Q
(mark one)
___  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)OF THE SECURITIES
     EXCHANGE ACT OF 1934

                For the quarterly period ended September 30, 1997

                                       OR


 X   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)OF THE
     SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED)
                        For the transition period from to

                         Commission file number 0-22418


                                   ITRON, INC.
             (Exact name of registrant as specified in its charter)

      Washington                                        91-1011792
 (State of Incorporation)               (I.R.S. Employer Identification Number)


                            2818 North Sullivan Road
                         Spokane, Washington 99216-1897
                                 (509) 924-9900

   (Address and telephone number of registrant's principal executive offices)


Indicate by check mark whether the registrant(1) has filed all reports required
    to be filed by Section 13 or 15(d)of the Securities Exchange Act of 1934
 during the preceding 12 months (or for such shorter period that the registrant
  was required to file such reports), and (2) has been subject to such filing
              requirements for the past 90 days. Yes__X___ No_____

     As of October 31, 1997, there were outstanding 14,600,037 shares of the
 registrant's common stock, no par value, which is the only class of common or
 voting stock of the registrant.


===============================================================================






                                   ITRON, INC.


                                      INDEX


Part 1:  Financial Information                                            Page

Item 1:  Financial Statements (Unaudited)

         Consolidated Statements of Operations..............................1

         Consolidated Balance Sheets........................................2

         Consolidated Statements of Cash Flows..............................3

         Notes to Consolidated Financial Statements.........................4

Item 2:  Management's Discussion and Analysis of Financial Condition
         and Results of Operations..........................................5-8

Part 2:  Other Information

Item 1:  Legal Proceedings..................................................9

Item 6:  Exhibits and Reports on Form 8-K...................................10

Signature...................................................................11

Exhibit 11 - Statement re Computation of Per Share
Earnings....................................................................12



                                                         
                          Part 1: Financial Information

Item 1:  Financial Statements

ITRON, INC. CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited, in thousands, except per share data) Three months ended Sept. 30, Nine months ended Sept.30, 1997 1996 1997 1996 -------------- -------------- ------------- -------------- Revenues AMR systems $38,751 $28,195 $96,655 $97,800 Handheld systems 12,689 10,406 35,714 34,266 Outsourcing 6,987 142 19,373 2,924 -------------- -------------- ------------- -------------- Total revenues 58,427 38,743 151,742 134,990 Cost of sales and services AMR systems 21,522 17,951 56,375 56,450 Handheld systems 9,322 6,153 25,392 19,426 Outsourcing 5,483 73 14,965 2,052 -------------- -------------- ------------- -------------- Total cost of sales and services 36,327 24,177 96,732 77,928 -------------- -------------- ------------- -------------- Gross profit 22,100 14,566 55,010 57,062 Operating expenses Sales and marketing 6,800 7,511 21,385 20,673 Product development 8,079 10,351 23,481 25,412 General and administrative 2,867 2,705 8,568 8,153 Amortization of intangibles 534 392 1,611 1,086 -------------- -------------- ------------- -------------- Total operating expenses 18,280 20,959 55,045 55,324 -------------- -------------- ------------- -------------- Operating income (loss) 3,820 (6,393) (35) 1,738 Interest and other, net (1,172) (283) (3,561) (1) -------------- -------------- ------------- -------------- Income (loss) before income taxes 2,648 (6,676) (3,596) 1,737 Benefit (provision) for income taxes (1,005) 2,130 1,305 (900) -------------- -------------- ------------- -------------- Net income (loss) $ 1,643 $ (4,546) $(2,291) $ 837 ============== ============== ============= ============== Net income (loss) per share $ 0.11 $ (0.34) $ (0.16) $ 0.06 ============== ============== ============= ============== The accompanying notes are an integral part of these financial statements.
ITRON, INC. CONSOLIDATED BALANCE SHEETS (Unaudited, in thousands) September 30, December 31, 1997 1996 ------------------- ------------------ Assets Current assets Cash and cash equivalents $ 5,036 $ 2,243 Accounts receivable, net 51,852 44,376 Inventories 31,380 33,837 Deferred income taxes, net 5,478 4,171 Other 2,815 6,116 ------------------- ------------------ Total current assets 96,561 90,743 ------------------- ------------------ Property and equipment, net 50,060 51,699 Equipment used in outsourcing, net 38,210 19,650 Intangible assets, net 21,000 23,344 Long-term contracts receivable 16,833 1,187 Other 1,707 798 ------------------- ------------------ Total assets $ 224,371 $ 187,421 =================== ================== Liabilities and shareholders' equity Current liabilities Bank line of credit $ - $ 33,062 Accounts payable and accrued expenses 31,182 24,675 Deferred revenue 5,960 6,767 ------------------- ------------------ Total current liabilities 37,142 64,504 ------------------- ------------------ Mortgage notes payable 6,440 6,440 Subordinated notes payable 61,357 - Project financing 1,486 - Warranty and other obligations 1,398 2,255 ------------------- ------------------ Total noncurrent liabilities 70,681 8,695 ------------------- ------------------ Shareholders' equity Common stock 103,433 98,686 Retained earnings 13,014 15,305 Other 101 231 ------------------- ------------------ Total shareholders' equity 116,548 114,222 ------------------- ------------------ Total liabilities and shareholders' equity $ 224,371 $ 187,421 =================== ================== The accompanying notes are an integral part of these financial statements.
ITRON, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited, in thousands) Nine months ended Sept. 30, 1997 1996 ------------- ------------- OPERATING ACTIVITIES Net income (loss) $ (2,291) $ 837 Noncash charges (credits) to income: Depreciation and amortization 12,887 7,450 Deferred income taxes (1,288) (1,204) Changes in operating accounts: Accounts receivable (7,476) (6,836) Inventories 2,457 (19,899) Accounts payable and accrued expenses 2,734 2,899 Long-term contracts receivable (15,646) (586) Deferred revenue (807) (4,234) Other, net 6,177 (2,072) ------------- ------------- Cash used by operating activities (3,253) (23,645) INVESTING ACTIVITIES Short-term investments - 25,074 Acquisition of property, plant and equipment (7,863) (24,954) Equipment used in outsourcing (22,308) (6,331) Proceeds from sale of outsourcing equipment 3,035 - Other, net (1,256) (4,502) ------------- ------------- Cash used by investing activities (28,392) (10,713) ------------- ------------- FINANCING ACTIVITIES Change in bank line of credit, net (33,062) 25,511 Mortgage notes payable - 840 Borrowings under subordinated debt, net 61,515 - Project financing 1,486 - Issuance of common stock 4,556 3,056 Other, net (57) 43 ------------- ------------- Cash provided by financing activities 34,438 29,450 ------------- ------------- Increase (decrease) in cash and cash equivalents 2,793 (4,908) Cash and cash equivalents at beginning of period 2,243 6,473 ------------- ------------- Cash and cash equivalents at end of period $ 5,036 $ 1,565 ============= ============= The accompanying notes are an integral part of these financial statements.
ITRON, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS SEPTEMBER 30, 1997 Note 1: Basis of Presentation The consolidated financial statements presented in this Form 10-Q are unaudited and reflect, in the opinion of management, all normal recurring adjustments necessary for a fair presentation of operations for the three and nine month periods ended September 30, 1997. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to the rules and regulations of the Securities and Exchange Commission. These condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and the notes thereto included in the Company's Form 10-K for the year ended December 31, 1996, as filed with the Securities and Exchange Commission on March 5, 1997. The Company reports revenue in three categories: AMR (automatic meter reading) systems, Handheld systems (EMR or electronic meter reading), and Outsourcing. AMR and Handheld systems revenues include all product and other revenue associated with each business segment. Outsourcing includes revenues for contracts under which the Company installs, owns, and operates an AMR system to provide automated meter reading services over a period of time, typically 15 years. The results of operations for the three and nine month periods ended September 30, 1997, are not necessarily indicative of the results expected for the full fiscal year or for any other fiscal period. Note 2: Balance Sheet Components
Inventories (unaudited, in thousands): September 30, December 31, 1997 1996 ------------------- ---------------- Material $ 16,514 $ 22,687 Work in process 3,830 1,570 Finished goods 9,802 9,047 ------------------- ---------------- Total manufacturing inventories 30,146 33,304 Service 1,234 533 ------------------- ---------------- Total inventories $ 31,380 $ 33,837 =================== ================
Item 2:MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS RESULTS OF OPERATIONS The following table summarizes the major components of operating income for the nine months ended September 30, 1997 and 1996, and changes between those two periods:
Percentage of Total Revenue Percentage -------------------------------- Nine months ended September 30, 1997 1996 Change - ----------------------------------------------------- ------------- ------------ -------------- Revenues AMR systems 64% 73% (1%) Handheld systems 23% 25% 4% Outsourcing 13% 2% 563% ------------- ------------ Total revenues 100% 100% 12% Cost of sales and services AMR systems 58% 58% - Handheld systems 71% 57% 31% Outsourcing 77% 70% 629% ------------- ------------ Total cost of sales and services 64% 58% 24% ------------- ------------ Gross profit 36% 42% (4%) Operating expenses Sales and marketing 14% 15% 3% Product development 15% 19% (8%) General and administrative 6% 6% 5% Amortization of intangibles 1% 1% 48% ------------- ------------ Total operating expenses 36% 41% (1%) ------------- ------------ Operating income 0% 1% (102)% ============= ============
Revenues The Company's total revenues increased $19.7 million, or 51%, to $58.4 million in the third quarter of 1997 from $38.7 million in the third quarter of 1996. For the nine-month period ended September 30, 1997, total revenues were $151.7 million compared to $135.0 million in the same period one year ago. AMR systems revenues were higher for the quarter ended September 30, 1997 compared to the comparable quarter in 1996 by $10.6 million. For the nine-month period ended September 30, AMR revenues were $1.1 million lower in 1997 than in 1996.. The increased revenues in the quarter resulted primarily from increased meter module shipments related to new contracts announced during the first half of 1997 and a change in the mix of meter module shipments. For the 1997 nine month period, slightly lower volumes of meter module shipments were partially offset by AMR software systems revenues from the Company's UTS subsidiary. The majority of these increased software systems revenues were related to initial revenue from large power billing systems and work performed under the Independent Systems Operator (ISO) contract in California. Although average selling prices for meter modules decreased slightly in the 1997 periods compared to the 1996 periods, the effect of that decrease was not material. The Company expects that AMR sales will grow in the future and that a portion of that growth will be from sales of telephone-based AMR meter modules, sales of UTS's large power billing systems and additional ISO contracts which UTS hopes to obtain. However, much of the expected growth in AMR continues to be dependent upon the timing and resolution of mergers and acquisitions in the utility industry, industry regulatory reform issues in the United States, development of international markets, and various other factors. Handheld Systems revenues increased $2.3 million, or 22%, to $12.7 million in the current quarter from the same quarter in 1996. On a year to date basis, Handheld Systems revenues of $35.7 million were $1.4 million, or 4%, higher than the year to date period ended September 30, 1996. The increased 1997 revenues were mainly due to international shipments of the Company's latest handheld computer, the Genesis Portable Computer ("GPC"), to a South Korean utility. The Company expects that Handheld Systems revenues may decline as a percentage of total revenues over time as utilities adopt more advanced meter reading technologies. In recent years, the Company's Handheld Systems revenues have been driven by sales to new customers internationally and by upgrade and replacement sales domestically, and the Company expects this trend to continue in the future. Outsourcing revenues were $7.0 million and $19.4 million for the three and nine month periods ended September 30, 1997, respectively, compared to $142,000 and $2.9 million in the same periods in 1996. The Company currently has two outsourcing contracts from which it is generating revenues. Outsourcing revenues in 1997 were derived primarily from the Company's largest outsourcing contract, which is with the Duquesne Light Company ("Duquesne"). During the third quarter, the Company signed an amendment to its contract with Duquesne. The amended contract revised completion dates for a number of critical contract milestones. As in the original contract, the amended agreement provides for certain one-time monetary penalties for failure to meet certain specified milestones, including three milestones that must be met in the next eight months. The total amount of these penalties, should the Company fail to meet every one of the specified critical milestones is approximately $25 million. The Company is currently in compliance with its agreement with Duquesne and believes it will fully satisfy all future milestones. (For additional information see "Amended Duquesne Agreement" filed as an exhibit with this 10-Q and "Description of Business -- Certain Risk Factors -- Dependence on the Installation, Operations and Maintenance of AMR Systems Pursuant to Outsourcing Contracts" in the Company's most recent Annual Report on Form 10-K.) Outsourcing revenues are expected to stay at the same level experienced in the current period through the remainder of the year. The Company expects outsourcing revenues to decline in 1998 both as a percentage of total revenues and in absolute dollars. The Company recognizes revenue for outsourcing agreements using the cost-to-cost, percentage-of-completion method of accounting for long-term contracts. Under this method, revenue is recognized proportionately as project costs are incurred. Revenue recognition in any given period is equal to: (a) the ratio of actual costs incurred during the period to total projected costs over the life of the contract; multiplied by (b) the total amount of minimum contractually committed revenue to be received over the entire contract term if the minimum level of services required under the contract are performed.. Estimates of future costs are reviewed quarterly. To the extent actual revenues or actual costs, or the timing of those revenues or costs, differ from projected revenues and costs, outsourcing revenues and margins could be affected. In general, during the beginning of an outsourcing contract, services are performed and expenses incurred at a greater rate than in the later part of the contract. After the initial installation of project assets, customer invoicing usually remains constant throughout the term of the contract. The resulting excess of revenue over invoicing is reflected on the Company's balance sheet as a Long-Term Contract Receivable. As work on an outsourcing contract progresses, expenses are incurred at a lesser rate, resulting in recognized revenue which is less than the invoiced amount, which causes a decrease in the Long-Term Contract Receivable. Gross Profit Gross margins of 38% of revenues for the current quarter were equal to the 1996 third quarter. Overall gross margins for the nine month period ended September 30, 1997 were 36% compared to gross margins of 42% in the same period in 1996. The lower profit margins result primarily from a higher portion of revenues coming from the Company's contract with Duquesne, lower margins on International Handheld System sales, and excess manufacturing capacity. Year to date AMR systems gross margins were 42% for both 1997 and 1996. Handheld systems gross margins declined from 43% of revenues in the 1996 nine month period to 29% in the comparable 1997 period. The decline in margins was largely a result of a shift in mix to international sales. International handheld sales have historically been at lower margins than domestic due to volume pricing and lower software license content. In addition, replacement and upgrade business, which is increasingly becoming a more significant share of the Company's domestic handheld systems business, has traditionally been discounted from new handheld systems sales. Outsourcing gross margins were 23% and 30% of revenues for the nine month periods ended September 30, 1997 and 1996, respectively. The primary source of outsourcing revenues in the 1997 period results from the Company's contract with Duquesne. The lower margins on this contract reflect the early stages of the Company's fixed network product which has not yet benefited from any substantial cost reduction programs, and the fact that this is the Company's first large scale, fixed network installation. The Company's overall gross profit may be affected in the future by competitive pricing pressure, the ability to utilize existing manufacturing capacity, the mix and volumes of meter modules shipped, the risks inherent in cost estimation for outsourcing contracts, and other factors. Operating Expenses Sales and marketing expenses of $6.8 million for the three month period ended September 30, 1997, decreased 9% from the comparable period in 1996 and also decreased slightly as a percentage of revenue from 15% in the third quarter of 1996 to 14% in the current quarter. For the year to date period ended September 30, 1997, sales and marketing expenses were $21.4 million compared to $20.7 million for the same period in 1996, reflecting a 3% increase. The higher expenses were primarily for consulting services and incentive compensation. The Company expects that sales and marketing expenses will remain at approximately 13% to 14% of total revenues for the remainder of the year. Product development expenses of $8.1 million in the current quarter decreased $2.3 million, or 22%, from the comparable quarter in 1996, and decreased as a percentage of revenues from 27% to 14%. For the year to date period ended September 30, 1997, product development expenses of $23.5 million were down almost $2 million from $25.4 million in the same period in 1996. The decreases for both the quarter and year to date periods were primarily due to non-recurring materials charges of approximately $2.1 million in the third quarter of 1996. These materials charges resulted from design improvements to both the Company's Fixed Network Cell Control Units and new handheld computer, the GPC. The Company expects that 1997 product development expenses will remain at approximately 15% to 16% of total revenues for the remainder of the year. General and administrative expenses of $2.9 million in the three months ended September 30, 1997, increased $162,000, or 6%, over the third quarter of 1996, but decreased as a percentage of total revenues from 7% to 5%. For the year to date period, general and administrative expenses increased $415,000, or 5%, over the comparable 1996 period, yet remained level as a percentage of revenues. The increase for both the quarter and year to date periods was due to several factors including acquisition costs for DCI, the Company's subsidiary that is responsible for telephone-based AMR systems for electric meters, DCI administrative expenses, and incentive compensation expenses. General and administrative expenses are expected to remain at approximately 5% to 6% of total revenues in the foreseeable future. Amortization of intangibles increased $142,000 and $525,000 in the three and nine month periods ended September 30, 1997, respectively, over the same periods in 1996, yet remained at 1% of total revenues. The increased expenses were due to amortization of patents and licenses acquired during the last half of 1996. Interest and Other, Net The Company had net interest and other expense in 1997 of $1.2 million for the third quarter and $3.6 million year to date. Interest expense during the quarter and year to date periods was reduced by $110,000 and $517,000, respectively, for capitalized interest related to outsourcing installations. Interest expense in the 1997 periods was incurred primarily in connection with the Company's 6 3/4% Convertible Subordinated Notes ("the Notes") and by borrowings under the Company's bank line of credit. Interest expense was partially offset by interest income on the investment of a portion of the net proceeds from the Notes. The Company completed a $63.4 million (including over-allotment option) private placement of the Notes in March and April of 1997. In the 1996 third quarter and year to date periods, the Company had net interest expense of $283,000 and $1,000, respectively, from interest related to borrowings under the Company's bank line of credit. Income Taxes The Company had an income tax benefit of 36% of pre-tax earnings for the nine months ended September 30, 1997 compared to an income tax provision of 52% for the same period in 1996. The higher 1996 tax rate is attributable primarily to the UTS acquisition. The acquisition resulted in a one-time recognition of taxable income due to an accounting method change and higher state taxes. Additionally, the Company will benefit from higher research and development credits in 1997 compared to 1996 as a result of the credit's extension to cover all of the 1997 tax year. To the extent pre-tax earnings, or the components of those earnings, differ from expectations, the effective tax rate for the year could change from the current year-to-date rate. FINANCIAL CONDITION Operating activities used $3.3 million in cash during the first nine months of 1997 compared to using $23.6 million during the same nine month period one year ago. The decreased cash used in operating activities resulted to a large degree from reductions in inventory balances during 1997 from year-end levels. Inventory levels have steadily decreased since the Company has been in the process of implementing a "build to order" production schedule since the fourth quarter of 1996. During the first three quarters of 1996, the Company was substantially operating under a "build to expectation" production schedule. Accounts receivable balances have increased from the year-end level due to the higher level of revenues along with the timing of revenues within the current comparative quarter. The Company's Long-Term Contracts Receivable balance, which represents the amount of outsourcing revenues earned but not yet billed, increased $15.6 million during the nine months ended September 30, 1997. The Company expects Long-Term Contracts Receivable may increase by approximately $5 million more at year end. The Company invested $28.4 million of cash in the first nine months of 1997, compared to $10.7 million in the comparable period in 1996. The lower investment level in the 1996 year-to-date period was the result of liquidating $25.1 million in short-term investments. Cash was invested in the first nine months of 1997 to fund $7.9 million of property and equipment additions and $22.3 million of product costs for the Company's outsourcing installations. In the first nine months of 1996, the Company invested $25.0 million in property and equipment, the majority of which was for equipment to expand production capacity at both of the Company's principal manufacturing locations. The Company also invested $6.3 million in outsourcing installations and $4.0 million for acquisitions of intellectual property rights in the 1996 period. Itron anticipates spending cash on product costs for the Company's outsourcing installations at a substantially reduced rate during the remainder of 1997. 1997 property and equipment additions for the Company are expected to be less than half of the 1996 level. Financing activities in the first nine months of 1997 generated $34.4 million in cash. The Company received $61.5 million in net proceeds from the Note offering in March and April of 1997, which were used to pay off the Company's bank line of credit, and to fund operations. During the second quarter of 1997, the Company closed an $8 million, long-term, fixed rate project financing facility for an outsourcing agreement and has received $1.5 million of the funds to date. . The Company generated $29.5 million in cash in the comparable nine months of 1996, primarily from borrowings under the Company's bank line of credit. Existing sources of liquidity at September 30, 1997 include approximately $5.0 million of existing cash and cash equivalents and $50 million of available borrowings under the Company's bank line of credit agreement. This agreement expires on May 31, 1998 at which time the Company intends to renew it. Itron expects to have some cash requirements during the remainder of the year for existing outsourcing installations and intends to seek project financing for future outsourcing agreements. The Company believes that existing cash and available borrowings are sufficient to fund operations for the next twelve months. Certain Forward-Looking Statements When included in this Quarterly Report on Form 10-Q, the words "expects," "intends," "anticipates," "plans," "projects" and "estimates," and analogous or similar expressions are intended to identify forward-looking statements. Such statements, which include, but are not limited to, statements contained in "Management's Discussion and Analysis of Financial Condition and Results of Operations" are inherently subject to a variety of risks and uncertainties that could cause actual results to differ materially from those reflected in such forward-looking statements. Such risks and uncertainties include, among others, changes in the utility regulatory environment, delays or difficulties in introducing new products, increased competition and various other matters, many of which are beyond the Company's control. These and other risks are described in more detail in "Description of Business --Certain Risk Factors" in the Company's most recent Annual Report on Form 10-K, and such description is hereby incorporated herein by reference. These forward-looking statements speak only as of the date of this report. The Company expressly disclaims any obligation or undertaking to release publicly any updates or revisions to any forward-looking statement contained herein to reflect any change on the Company's expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based. Part 2: Other Information Item 1: Legal Proceedings On October 3, 1996, Itron filed a patent infringement suit against CellNet Data Systems ("CellNet") in the United States District Court for the District of Minnesota, alleging that CellNet is infringing on the Company's United States Patent No. 5,553,094, entitled "Radio Communication Network for Remote Data Generating Stations," issued on September 3, 1996. The Company is seeking injunctive relief as well as monetary damages, costs and attorneys' fees. The discovery phase of this lawsuit has commenced. There can be no assurance that the Company will prevail in this action or, even if it does prevail, that the legal costs incurred by the Company in connection therewith will not have a material adverse effect on the Company's financial condition. On April 29, 1997, Itron was served by CellNet with a complaint alleging patent infringement. The suit is pending in the United States District Court for the Northern District of California. Itron's management has reviewed the complaint and believes it to be without merit. The patent in question was issued in 1988. Itron's management is unaware of any previous assertion by CellNet of any claim of patent infringement by Itron. Itron intends to vigorously defend this suit. The complaint seeks injunctive relief as well as monetary damages, costs and attorneys' fees. On May 29, 1997, Itron and its President and Chief Executive Officer, Johnny M. Humphreys, were served with a complaint alleging securities fraud filed by Mark G. Epstein (Epstein v Itron, et al.) on his own behalf and alleged to be on behalf of a class of all others similarly situated, in the U.S. District Court for the Eastern District of Washington (Civil Action No. CS-97-214 RHW). The complaint alleges, among other matters, that Itron and Mr. Humphreys violated Section 10(b) of the Securities Exchange Act of 1934, as amended, and Rule 10b-5 thereunder by making allegedly false statements regarding the development status, performance and technological capabilities of Itron's Fixed Network automatic meter reading ("AMR") system and regarding the suitability of Itron's encoder receiver transmitter devices for use with an advanced Fixed Network AMR system. The complaint seeks monetary damages, costs and attorneys' fees and unspecified equitable or injunctive relief. On July 28, 1997, the Company and Mr. Humphreys filed a motion to dismiss the complaint for failure to state a claim for relief. On October 26, 1997 a hearing was held on the motion to dismiss, at which time the court took the motion under advisement. The Company believes it has good defenses to the claims alleged and intends to defend itself vigorously in this action. On September 3, 1997, Itron and Mr. Humphreys agreed to accept service of process of a complaint which was filed in the Superior Court of the State of Washington, County of Spokane, (Civil Action No. 97204889-8) against the Company, its President and Chief Executive Officer, Johnny M. Humphreys, Itron Board Chairman Paul A. Redmond, Itron Director Jon E. Eliassen, and Washington Water Power Company. The complaint, filed by plaintiff Katya M. Haub, purports to be brought on behalf of herself and a class of all others similarly situated. The class period alleged is identical to that alleged in a previously-filed proposed class action (Epstein v. Itron, et al.) filed in the United States District Court for the Eastern District of Washington at Spokane. The complaint alleges, among other matters, that the defendants are liable for claims made under the Washington State Securities Act, the Washington State Consumer Protection Act, and the common law of negligent misrepresentation and seeks monetary damages, costs, attorneys' fees and equitable or injunctive relief. The complaint generally alleges that the defendants were responsible for materially incorrect statements about Itron's business, markets, and future prospects including allegedly misleading statements with respect to the development and deployment of Itron's Fixed Network system. The Company has filed a motion to stay. A hearing on this motion was held on October 31, 1997, at which time the court issued a temporary stay pending determination of the Company's motion to dismiss in the Epstein case, and took the motion under advisement. The Company believes it has good defenses to the claims alleged, and intends to defend itself vigorously against this action. Item 6: Exhibits and Reports on Form 8-K a) Exhibits Exhibit 10 -Amendment No. 1 to Amended and Restated Utility Automated Meter Data Acquisition Lease and Services Agreement between the Registrant and Duquesne Light Company dated September 11, 1997. (Confidential treatment requested for a portion of this contract) Exhibit 11 - Statement re Computation of Earnings per Share Exhibit 27 - Financial Data Schedule b) Reports on Form 8-K One report on Form 8-K, dated September 3, 1997, was filed during the quarter ended September 30, 1997, pursuant to Item 5 of that form. The report related to a class action lawsuit filed against the Company. SIGNATURE Pursuant to the requirements of the Securities Exchange Commission Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. ITRON, INC. (Registrant) By: /s/ DAVID G. REMINGTON David G. Remington Vice President and Chief Financial Officer (Authorized Officer and Principal Financial Officer) Date: November 14, 1997
                                                                 11


                                   ITRON, INC.
                 STATEMENT RE COMPUTATION OF EARNINGS PER SHARE
                        (Unaudited, shares in thousands)

Three months ended Nine months ended September 30, September 30. Primary Shares (Based on Average Price): 1997 1996 1997 1996 ----------- ------------- ------------ ----------- Weighted average number of common shares outstanding 14,470 13,336 13,959 13,274 Dilutive effect of outstanding stock options and warrants 504 835 ----------- ------------- ------------ ----------- Primary weighted average shares outstanding 14,974 13,963 13,959 14,109 =========== ============= ============ ===========
Three months ended Nine months ended September 30, September 30. Fully Diluted Shares (Based on Ending Price): 1997 1996 1997 1996 ----------- ------------- ------------ ---------- Weighted average number of common shares outstanding 14,470 13,336 13,959 13,274 Dilutive effect of outstanding stock options and warrants 516 835 ----------- ------------- ------------ ---------- Fully diluted weighted average shares outstanding 14,986 13,855 13,959 13,826 =========== ============= ============ ==========
 

5 9-MOS DEC-31-1997 SEP-30-1997 5,036 0 52,591 (739) 31,380 96,561 126,538 (38,268) 224,371 37,142 0 0 0 103,433 101 116,548 151,742 151,742 96,732 96,732 55,045 (35) (3,561) (3,596) 1,305 (2,291) 0 0 0 (2,291) (.16) (.16)
                                   EXHIBIT 10

                                       To

                                  ITRON, INC.'S

                                QUARTERLY REPORT

                    for the Quarter Ended September 30, 1997

                                       On

                                    Form 10-Q





























" * " = omitted, confidential material, which material has been separately filed
with  the  Securities  and  Exchange   Commission  pursuant  to  a  request  for
confidential treatment.








                                 AMENDMENT NO. 1
                                       TO
                          AMENDED AND RESTATED UTILITY
                        AUTOMATED METER DATA ACQUISITION
                     EQUIPMENT LEASE AND SERVICES AGREEMENT


         THIS AMENDMENT NO. 1 TO AMENDED AND RESTATED  UTILITY  AUTOMATED  METER
DATA ACQUISITION  EQUIPMENT LEASE AND SERVICES  AGREEMENT (this  "Amendment") is
entered into and effective as of the 11th day of September, 1997, by and between
Duquesne Light Company,  a Pennsylvania  corporation  with its principal  office
located in Pittsburgh,  Pennsylvania ("Duquesne"), and Itron, Inc., a Washington
corporation   with  its  principal   office   located  in  Spokane,   Washington
("Contractor").  (Duquesne and  Contractor  being  sometimes  referred to herein
individually as a "Party" and together as "Parties").

                                   WITNESSETH:
     WHEREAS, Duquesne and Contractor are parties to an Amended and Restated
Utility Automated Meter Data Acquisition  Equipment Lease and Services Agreement
entered  into  and  effective  as  of  and  including   January  15,  1996  (the
"Agreement"); and
         WHEREAS, the Parties have mutually agreed to amend the Agreement to the
extent and in the manner provided in this Amendment.
         NOW,  THEREFORE,  in  consideration  of the  premises  and  the  mutual
agreements hereinafter set forth, and for other good and valuable consideration,
the receipt and sufficiency of which are hereby  acknowledged,  and intending to
be legally bound hereby, the Parties hereby agree as follows:
          1.   The  definition of  "Certified" or Certify" in Section 1.1 of the
               Agreement  is hereby  amended to delete  the word  "Owner" in the
               last line and replace it with the word "Duquesne."
          2.   The definition of "Competitor" in Section 1.1 of the Agreement is
               hereby deleted in its entirety and replaced with the following:
         "Competitor" means any Person engaged in the                         *




          3.   The definition of "Contractor  Intellectual  Property" in Section
               1.1 of the  Agreement  is  hereby  amended  to  delete  the words
               "during the Term" in the eleventh  and twelfth  lines and replace
               them with the words "after the Effective Date".
          4.   The  definition  of "Data" in  Section  1.1 of the  Agreement  is
               hereby deleted in its entirety and replaced with the following:

         "Data" means all of the meter  readings and other data and  information
         of any kind generated by or transmitted  via the Meters,  Meter Modules
         or the  UTS  MV-90  Translation  System  (to  the  extent  such  system
         generates  and/or  transmits  information,   and  derivatives  thereof,
         obtained  from the Meters,  Meter Modules or any other  Duquesne  owned
         and/or   controlled  input  source)  pursuant  to  the  terms  of  this
         Agreement,  including but not limited to outage and tampering  reports,
         time-of-day   information,   on  demand   and   appointment   readings,
         information  concerning  unauthorized usage of inactive accounts,  load
         profiles, and other data to be delivered to Duquesne in accordance with
         this Agreement. *

          5.   The definition of "Duquesne Intellectual Property" in Section 1.1
               of the  Agreement is hereby  amended to delete the words  "during
               the  Term" in the  ninth  line and  replace  them  with the words
               "after the Effective Date".
          6.   Section  1.1  of the  Agreement  is  hereby  amended  to add  the
               following  definition  of "Fixed  Network  Build  Out"  after the
               definition of Fixed Network":

         "Fixed Network Build Out" has the meaning set forth in Section 4.16.

          7.   The definition of "New Meters" in Section 1.1 of the Agreement is
               hereby deleted in its entirety and replaced with the following:

         "New  Meters"  means all  Single-Phase  Meters and  Three-Phase  Meters
         supplied by  Contractor  and  installed by  Contractor  (in the case of
         Single-Phase Meters (other than Transformer-Rated  Meters)) or Duquesne
         (in the case of  Transformer-Rated  Meters and  Three-Phase  Meters) in
         Duquesne's  service  territory from time to time, and all  Single-Phase
         Meters  (other  than  Transformer-Rated  Meters)  installed  or held in
         inventory  by   Contractor,   and  all   Three-Phase   Meters  and  all
         Transformer-Rated  Meters held in inventory by Contractor,  pursuant to
         this  Agreement  or in  connection  with  its  performance  under  this
         Agreement (including, in either case, any such meters that are included
         in the Equipment leased to Duquesne under the Equipment Lease).

          8.   Section 1.1 is hereby amended to add the following  definition of
               "Single-Phase   Meters"  after  the  definition  of  "Significant
               Milestone":

         "Single-Phase  Meters" means single-phase meters for the measurement of
         electric  power usage,  including but not limited to  Transformer-Rated
         Meters.

          9.   Section  1.1  of the  Agreement  is  hereby  amended  to add  the
               following  definition  of  "Transformer-Rated  Meters"  after the
               definition of "Three-Phase Meters":

          "Transformer-Rated  Meters" means single-phase  transformer-rated  ABB
         PowerPlus    Alpha   Meters,    or   any    alternative    single-phase
         transformer-rated meters acceptable to Duquesne.

         10.  Section 3.5 of the Agreement is hereby deleted in its entirety and
         replaced with the  following:  "Section 3.5 Phase I. The Phase I period
         shall commence on the Effective Date hereof and extend through the date
         on which (i) all  Milestones  have been met which,  in accordance  with
         Schedule J, are to be met prior to the  commencement  of Phase II, (ii)
         billing  data  for  at  least  100,000  Single-Phase  Meters  has  been
         delivered to the customer billing  interface through the Fixed Network,
         (iii)  Contractor's  portion of the customer billing interface has been
         tested and accepted by Duquesne in accordance  with the mutually agreed
         test plan, and (iv) Duquesne shall have notified Contractor pursuant to
         Section 4.6(a)(1) that Acceptance of such Work has occurred."

         11.  Section 3.6 of the Agreement is hereby deleted in its entirety and
         replaced with the following: "Section 3.6 Phase II. The Phase II period
         shall  commence  at the end of Phase I and extend  through  the date on
         which (i) the Parties have mutually  agreed upon a test plan concerning
         the  Acceptance of Phase II pursuant to Schedule F, (ii) all Milestones
         have been met which, in accordance with Schedule J, are to be met prior
         to the  commencement  of Phase  III,  and  (iii)  Duquesne  shall  have
         notified  Contractor  pursuant to Section  4.6(b)(1) that Acceptance of
         all Phase II Work has occurred."

          12.  Section 3.8(d) of the Agreement is hereby deleted in its entirety
               and replaced with the following:

          "(d) Contractor  is not required to add Meter  Modules to  Three-Phase
               Meters."
          13.  Sections 3.9(b),  (c) and (d) of the Agreement are hereby deleted
               in their entirety and replaced with the following:

         "(b)  Maintenance,   Repair,  Retirement  and  Replacement  of  Meters,
         Three-Phase Meters and  Transformer-Rated  Meters.  Contractor shall be
         responsible  for all  maintenance  and  repair of  Single-Phase  Meters
         (other than Transformer-Rated Meters) necessary in order to comply with
         all  Applicable  Law and the  terms  of this  Agreement.  In  addition,
         Contractor   shall  maintain  the   Single-Phase   Meters  (other  than
         Transformer-Rated  Meters) or any additions or replacements therefor so
         that such  Single-Phase  Meters (other than  Transformer-Rated  Meters)
         perform   during   the  Term  in   accordance   with   the   applicable
         specifications  in  effect  as of the  Effective  Date  (as they may be
         amended  from time to time).  Contractor  shall remove from service any
         Retained Meter which ceases to meet the meter specifications identified
         in Schedule A at any time  during the Term and shall  replace it with a
         New Meter  (Single-Phase  Meter)  and Meter  Module.  Contractor  shall
         continue to buy and own New Meters (and lease them to Duquesne pursuant
         to the  Equipment  Lease)  as  necessary  to timely  meet  Contractor's
         obligations   hereunder.   Duquesne  shall  be   responsible   for  the
         installation  of  and  repairs  to  all  Transformer-Rated  Meters  and
         Three-Phase Meters, and, for each Transformer-Rated  Meter installed by
         Duquesne (and any future replacement thereof, if any), Contractor shall
         make a one-time payment to Duquesne of
              * as compensation  for Duquesne's  installation and maintenance of
         such Meter during the Term. Such payment by Contractor shall be made in
         immediately  available  funds within  thirty (30) days after receipt of
         Duquesne's  quarterly  invoice for each such Meter installed during the
         preceding calendar quarter.  Except as otherwise  specifically provided
         in this Article III with  respect to  purchasing,  owning,  leasing and
         reading  Transformer-Rated  Meters and Three-Phase  Meters,  Contractor
         shall  have  no   liability   or   obligation   with  respect  to  such
         Transformer-Rated  Meters or Three-Phase  Meters,  and shall be excused
         from any failure to perform the Work with respect thereto if and to the
         extent that they are not in proper working order.

         (c)  Forecasted  Meter  Growth.  Contractor  shall,  upon  notice  from
         Duquesne in accordance  with Schedule A, install  additional New Meters
         which are Single-Phase  Meters (other than  Transformer-Rated  Meters),
         and supply additional New Meters which are Transformer-Rated  Meters or
         Three-Phase  Meters  throughout  the term with no increase to the Price
         set forth on Schedule D,  provided  only that Duquesne does not request
         installations  of additional New Meters which are  Single-Phase  Meters
         (other than  Transformer-Rated  Meters) in any period that  exceeds the
         number of  meters  by type  (i.e.,  single  phase  KWH or single  phase
         demand) as shown through that period in the  respective  columns of the
         table attached as Schedule H; and Duquesne does not request  Contractor
         to supply additional New Meters which are  Transformer-Rated  Meters or
         Three-Phase  Meters  with an actual cost  (including  the cost of Meter
         Modules) in excess of
             * per year,  provided  that any amount not expended in a given year
         shall be carried over and added to the amounts available for subsequent
         years,  and, any amount so carried over and remaining at the end of the
         Term shall promptly be reimbursed and paid over to Duquesne.

         (d)  Unanticipated  Meter Growth. If Duquesne requests the installation
         of additional  New Meters which are  Single-Phase  Meters in any period
         that  results in totals  exceeding  the number of meters by type (i.e.,
         single phase KWH or single phase  demand)  shown through that period in
         the  respective  columns of the table  attached  as  Schedule  H, or if
         Duquesne  requests  the  supply  of  additional  New  Meters  which are
         Transformer-Rated  Meters or  Three-Phase  Meters in any period  with a
         cost  (including  the cost of Meter  Modules)  of more than * per year,
         then Contractor shall so notify Duquesne. If Duquesne elects to proceed
         with the  installations or supply,  it shall do so through the issuance
         of a Change Order Notice in accordance with Section 4.8."

          14.  Section 3.12 of the  Agreement is hereby  amended by deleting the
               words "the Term" from the first line and replacing  them with the
               words "Phase III".
          15.  Section 4.3 of the  Agreement  is hereby  deleted in its entirety
               and replaced with the following:  "Section 4.3 Milestone Schedule
               and Delay Liquidated Damages.

                  (a)  Contractor   shall  perform  the  Work  and  install  the
                  Equipment (other than Transformer-Rated Meters and Three-Phase
                  Meters,   the   installation  of  which  shall  be  Duquesne's
                  responsibility)  consistent  with and in  accordance  with the
                  Milestone  Schedule  attached hereto as Schedule J, subject to
                  any  extensions to such  Milestones as may be provided in this
                  Agreement.  TIME IS OF THE ESSENCE IN THE  PERFORMANCE OF THIS
                  AGREEMENT.

                  (b) If Contractor  fails to meet any General  Milestone,  then
                  the payment due from  Duquesne on the invoice for the month in
                  which that  General  Milestone  was missed,  if any,  shall be
                  reduced by a "holdback" of
                           * of that total invoice.  The "holdback amount" shall
                  be due and payable,  together with Duquesne's  regular monthly
                  payment,  in the  month  following  the  month in  which  such
                  General  Milestone  is  actually  achieved.  Nothing  in  this
                  Section  4.3(b)  shall affect  Duquesne's  right to dispute in
                  good faith the amount of any invoice.

                  (c) If Contractor fails to meet any General Milestone, as such
                  General Milestone may be extended  hereunder,  then Contractor
                  shall, within
                           * of such  General  Milestone,  submit  a  corrective
                  action  plan to  Duquesne  detailing  how it will  improve its
                  progress.  The  plan  may  include,  without  limitation,   an
                  increase  in  Contractor's  labor  force,  an  increase in the
                  number of shifts worked, overtime, additional days of work per
                  week or  similar  measures,  all  without  additional  cost to
                  Duquesne.   Duquesne  agrees  that,  at  Contractor's  option,
                  Duquesne  will work with  Contractor to assist in developing a
                  plan to improve its progress and to meet future Milestones.

                  (d)
                             (i) If  Contractor  fails to meet  any  Significant
                           Milestone,  as  identified  in  Schedule  J,  as such
                           Milestone may be extended hereunder,  then Contractor
                           shall, within
                                  * of such  Milestone,  (y) submit a corrective
                           action plan like that described in Section 4.3(c) and
                           (z) pay to Duquesne the sum of * as a one-time  Delay
                           Liquidated  Damages  payment for failure to meet said
                           Milestone. Such Delay Liquidated Damages shall be due
                           and payable for each  Significant  Milestone  that is
                           not met, but shall be paid only one time with respect
                           to each such Milestone.

                            (ii)  Provided that  Contractor  has made payment of
                           the Delay Liquidated  Damages due with respect to any
                           delayed   Significant   Milestone,   then  when  that
                           Milestone is completed,  each subsequent  Significant
                           and  General  Milestone  will be extended by the same
                           time  period as the period of delay  suffered  by the
                           delayed  Significant  Milestone,   but  the  Critical
                           Milestone dates will remain unchanged.

                           (iii) If Contractor  meets Critical  Milestone Number
                           29        ("Fixed        Network        Functionality
                           Operational-Including     Applicable    Schedule    A
                           Interfaces  ( * of  Single-Phase  Accounts  on  Fixed
                           Network, Daily Reads, Billed From Fixed Network)") on
                           or before the scheduled date, Duquesne will reimburse
                           Contractor in the amount of * of all Delay Liquidated
                           Damages that were paid by Contractor  with respect to
                           delays in the Significant Milestones.

                  (e)

                             (i) If Contractor fails to meet Critical  Milestone
                                 Number   29   ("Fixed   Network   Functionality
                                 Operational-Including   Applicable  Schedule  A
                                 Interfaces  ( *  of  Single-Phase  Accounts  on
                                 Fixed Network,  Daily Reads,  Billed From Fixed
                                 Network)"),  as  identified in Schedule J, then
                                 Duquesne  shall  be  entitled  to an  immediate
                                 payment of five  million  dollars  ($5,000,000)
                                 from  Contractor as Delay  Liquidated  Damages,
                                 and, at Duquesne's  option (exercised by notice
                                 to  Contractor  at any time  before  Contractor
                                 meets   Milestone   Number  29),   one  of  the
                                 following:

                                    (a) a payment of an additional  five million
                                    dollars   ($5,000,000)  from  Contractor  as
                                    Delay Liquidated Damages, in which event the
                                    failure  to meet  Milestone  Number 29 shall
                                    not constitute a Default; or

                                    (b)  a  right  to   declare  a  Default   by
                                    Contractor  under  Section  16.2  hereof and
                                    terminate this Agreement in accordance  with
                                    Articles XVII  (including but not limited to
                                    the  right  to  be  paid  the  five  million
                                    dollars  ($5,000,000) of liquidated  damages
                                    set forth in Section 18.3(b)(1)) and XVIII.

                           Duquesne   shall  be   entitled   to  draw  upon  the
                           Performance   Bond   maintained  in  accordance  with
                           Section  6.1  hereof  to  satisfy  all or any part of
                           Contractor's foregoing obligations to Duquesne.

                            (ii)  For  the  purpose  of  this  Section   4.3(e),
                           Critical Milestone Number 29 is defined as completion
                           of (x)  the  installation  of  Meter  Modules  on one
                           hundred  percent  (100%) of all  Single-Phase  Meters
                           (excluding  Transformer-Rated  Meters  in  the  event
                           Duquesne    exercises    its    option   in   Section
                           4.3(e)(iv)(a)  for Contractor to purchase certain ABB
                           Alpha  Meters  and  further  exercises  its option in
                           Section  4.3(e)(iv)(a)  to  be  responsible  for  the
                           installation   and  maintenance  of  such  ABB  Alpha
                           Meters) subject to any excused exceptions provided by
                           the terms of Schedule A, Section 3.4, with respect to
                           the number of  attempts  required  to gain  access to
                           each Existing Meter, (y) the connection of at least *
                           of those Meters to the Fixed  Network  (with  billing
                           data delivered to the customer billing  interface via
                           the Fixed Network),  and (z) the  installation of the
                           "Network  Software"  and  "Network  Applications"  as
                           defined in Schedule A (per the table  concerning AIBs
                           set forth  therein) and Schedule B, and  satisfaction
                           of certain testing and  verification  standards to be
                           developed  pursuant  to  Schedule F during  Phase II.
                           Contractor   shall   deliver  a  notice  to  Duquesne
                           certifying that it has completed  Milestone Number 29
                           on a particular  date,  and Duquesne  shall  promptly
                           conduct such testing and inspections as are necessary
                           to verify that the Milestone has been  completed.  In
                           the event that during the course of this  testing and
                           inspection  Duquesne finds that Contractor  failed to
                           meet Critical  Milestone  Number 29 as defined above,
                           Contractor  shall be required to proceed  immediately
                           in accordance with the terms of Section  4.3(e)(i) as
                           if it had originally  failed to meet that  Milestone;
                           provided,  however, that if the particular failure to
                           meet  Critical  Milestone  Number  29 is a minor  and
                           inadvertent   Nonconformity   or  variance  from  its
                           requirements, of which Contractor had no knowledge at
                           the time of its Certification  that the Milestone had
                           been met, then Contractor shall have the right for
                                   * following notification of the Nonconformity
                           or  variance to Correct it before  Contractor  can be
                           required to proceed under Section 4.3(e)(i).

                           (iii)  If  Contractor   fails  to  meet   Significant
                           Milestone  Number 27  ("Complete  System  Support for
                           Single  Phase and Shared Line  Three-Phase  ABB Alpha
                           Meters Installed by Duquesne including Communications
                           Links and Required Interfaces  (excluding * Accounts)
                           as Defined in Schedule A"), as identified in Schedule
                           J, then Contractor shall  immediately pay to Duquesne
                           the amount of five million  dollars  ($5,000,000)  as
                           Delay  Liquidated   Damages.  If  Duquesne  does  not
                           receive the payment,  Duquesne may  immediately  draw
                           upon the  Performance  Bond  maintained in accordance
                           with Section 6.1 hereof.

                            (iv) If Contractor fails to meet Critical  Milestone
                           Number  23  ("Genesis   Fixed  Network   Version  2.5
                           Software  Installed  and  Operational ( * Accounts on
                           Fixed   Network,   Daily  Reads,   All   Applications
                           Functioning)"),  as  identified  in  Schedule J, then
                           Duquesne shall be entitled to an immediate payment of
                           five million dollars  ($5,000,000) from Contractor as
                           Delay Liquidated  Damages,  and, at Duquesne's option
                           (exercised by notice to Contractor at any time before
                           Contractor  meets  Milestone  Number 23),  one of the
                           following:

                                    (a) the  purchase  (and  lease  to  Duquesne
                                    under the  Equipment  Lease at no additional
                                    cost or  charge to  Duquesne),  installation
                                    and  maintenance  by Contractor of ABB Alpha
                                    meters  on  all  remaining  (less  than  * )
                                    single-phase  demand  accounts  in lieu of *
                                    hardware, in which event the failure to meet
                                    Milestone  Number 23 shall not  constitute a
                                    Default;   provided  however,   if  Duquesne
                                    intends to exercise this option,  it must do
                                    so within
                                             * of  Contractor's  failure to meet
                                    Critical  Milestone  Number 23, and  further
                                    provided  that if  Duquesne  exercises  this
                                    option,   Duquesne  shall  have  the  option
                                    (which  it  will  exercise  with  reasonable
                                    promptness)  to  be   responsible   for  the
                                    installation  and  maintenance  of such  ABB
                                    Alpha   Meters  to  the  same   extent  that
                                    Duquesne   has   such   responsibility   for
                                    Transformer-Rated Meters pursuant to Section
                                    3.9(b), in which case Contractor will pay to
                                    Duquesne  * for each  such ABB  Alpha  Meter
                                    installed by Duquesne to the same extent and
                                    on the same  terms as  Contractor  is to pay
                                    Duquesne   for   Transformer-Rated    Meters
                                    pursuant to Section 3.9(b); or

                                    (b) a payment of an additional  five million
                                    dollars   ($5,000,000)  from  Contractor  as
                                    Delay Liquidated Damages, in which event the
                                    failure  to meet  Milestone  Number 23 shall
                                    not constitute a Default; or

                                    (c)  a  right  to   declare  a  Default   by
                                    Contractor  under  Section  16.2  hereof and
                                    terminate this Agreement in accordance  with
                                    Articles XVII  (including but not limited to
                                    the  right  to  be  paid  the  five  million
                                    dollars  ($5,000,000) of liquidated  damages
                                    set forth in Section 18.3(b)(i)) and XVIII.

                           Duquesne   shall  be   entitled   to  draw  upon  the
                           Performance   Bond   maintained  in  accordance  with
                           Section  6.1  hereof  to  satisfy  all or any part of
                           Contractor's   foregoing   obligations  to  Duquesne.
                           Contractor   shall   deliver  a  notice  to  Duquesne
                           certifying that it has completed  Milestone Number 23
                           on a particular  date,  and Duquesne  shall  promptly
                           conduct such testing and inspections as are necessary
                           to verify that the Milestone has been  completed.  In
                           the event that during the course of this  testing and
                           inspection  Duquesne finds that Contractor  failed to
                           meet Critical  Milestone  Number 23 as defined above,
                           Contractor  shall be required to proceed  immediately
                           in accordance with the terms of Section 4.3(e)(iv) as
                           if it had originally  failed to meet that  Milestone;
                           provided,  however, that if the particular failure to
                           meet  Critical  Milestone  Number  23 is a minor  and
                           inadvertent   Nonconformity   or  variance  from  its
                           requirements, of which Contractor had no knowledge at
                           the time of its Certification  that the Milestone had
                           been met, then Contractor  shall have the right for *
                           following   notification  of  the   Nonconformity  or
                           variance  to  Correct  it  before  Contractor  can be
                           required to proceed under Section 4.3(e)(iv).

                             (v) If  Contractor  fails to meet any of Phase  III
                           Milestones  33  through  and  including  37, the Base
                           Price for  Services  payable by Duquesne in Phase III
                           (as shown on Schedule D) shall be reduced by * (which
                           shall not be cumulative  with respect to Contractor's
                           failure to meet multiple  Milestones) until such time
                           as such Milestone  (and any other of such  Milestones
                           which  continue  to not be met)  has  been  met,  and
                           Contractor  shall not be entitled  to recover  such *
                           from  Duquesne.  Nothing  in this  Section  4.3(e)(v)
                           shall  affect  Duquesne's  right to  dispute  in good
                           faith the amount of any invoice."

          16.  Section 4.6(a) of the Agreement is hereby deleted in its entirety
               and replaced with the following:

         "(a)  Phase  I.  Upon  Contractor's  completion  of all  Milestones  on
         Schedule J which are to be completed prior to the commencement of Phase
         II, Contractor shall notify Duquesne that all required Work under Phase
         I  has  been  installed  and/or   performed  and  is  complete,   fully
         operational and ready for final  Acceptance of Phase I. Duquesne shall,
         within thirty (30) days from the date of such notice, conduct the Phase
         I  Acceptance  Testing in  accordance  with  Section 4.5 and Schedule F
         hereto,  and  shall  notify  Contractor  that  (1) the Work  meets  the
         requirements  of this  Agreement  ("Acceptance"  of Phase I) or (2) the
         Work or parts thereof do not conform to this  Agreement,  in which case
         Contractor shall Correct the Nonconformity. If Duquesne's Acceptance of
         Phase I does not occur on or before  October  1, 1997,  Duquesne  shall
         exercise one of its options set forth in Section 17.2.  The exercise by
         Duquesne  of any such  option  shall  not be  deemed  a  waiver  of any
         Nonconformity. Acceptance by Duquesne shall not waive any of Duquesne's
         rights and remedies under this Agreement or relieve Contractor from any
         of Contractor's duties and obligations."

         17.  Section 4.7 of the Agreement is hereby deleted in its entirety and
         replaced  with the  following:  "Section 4.7 Weekly  Reporting.  During
         Phase II and the Fixed  Network  Build  Out in Phase III (if  elected),
         Contractor  shall,  on a weekly  basis,  provide a report  to  Duquesne
         pursuant to Section  10.2  showing  the status of all  Nonconformities.
         Except as set forth in the preceding  sentence,  standard  reporting of
         the status of Nonconformities shall be monthly in Phase III.

          18.  Section 4.13(a) of the Agreement is hereby amended to replace the
               reference to "Section 16.2(h)" in the fourteenth (14th) line with
               a reference to "Section 16.2(g)."
          19.  Section  4.13(b) of the Agreement is hereby amended to delete the
               words "four (4)" each place they appear.

          20.  Section 4.16 of the  Agreement is hereby  deleted in its entirety
               and replaced with the following:

               "Section  4.16 Fixed Network Build Out. If elected by Duquesne at
               its sole  option  by  written  notice to  Contractor  after * and
               before * , not later  than * ,  Contractor  will  meet  Milestone
               Number 38 ("Fixed  Network  Build Out  Completed  (covering  * of
               customers in Service  Area)"),  and will do all Work necessary to
               extend the Automated  Services  provided  under the Fixed Network
               from the * level required to Complete Phase II to a * level,  for
               * (the "Fixed Network Build Out").  In the event  Contractor does
               not complete such expansion by * , the one-time  penalty of * for
               missing a  Significant  Milestone  shall be  imposed  and paid by
               Contractor;  provided,  however,  as  provided in Schedule L, the
               Performance  Guarantees  and  "performance  assessments"  will be
               adjusted to reflect the Fixed Network Build Out.  Nothing in this
               Section  4.16 shall  affect  Duquesne's  right to dispute in good
               faith the amount of any invoice."

          21.  Section 6.1(a) of the Agreement is hereby deleted in its entirety
               and replaced with the following: "(a) Phase II. Contractor shall,
               within * of the commencement of Phase II, furnish or replace,  as
               appropriate,  and at all times  throughout the remainder of Phase
               II maintain,  a Performance Bond (including a replacement for any
               Performance  Bond drawn or called upon by Duquesne in  accordance
               with the terms of this  Agreement,  as long as there continues to
               be Phase II  obligations  of  Contractor  to Duquesne  hereunder)
               containing  the terms and  conditions set forth in Section 6.2 in
               the amount of * as security for Contractor's faithful performance
               during Phase II of this  Agreement,  including its obligations to
               meet the Milestones or to pay appropriate  liquidated damages for
               failure to do so."

          22.  Section  6.2(b) of the  Agreement  is hereby  amended  to add the
               following after the words  "Performance  Bond" at the end of that
               Section and before the period::

               ";  provided,  however,  such  Performance  Bond may contain such
               different and/or additional provisions as Duquesne may agree upon
               in writing."

          23.  Section  12.6 of the  Agreement  is hereby  amended to delete the
               words  "Promptly  after the  execution  hereof"  in the first and
               second  lines  and  replace  them  with the  words  "On or before
               October 15, 1997".

          24.  Section 15.2(b)(iii) of the Agreement is hereby amended to delete
               the sentence  which  begins "In addition to the  selection of the
               remedies  set forth in . . ." in its entirety and replace it with
               the following:

               "In  addition  to the  selection  of the  remedies  set  forth in
               Section  15.2(b)(i),  (ii) or  (iii),  Duquesne  may in its  sole
               discretion  require   Contractor  to  provide,   at  Contractor's
               expense,  a Performance  Bond in an amount and form acceptable to
               Duquesne  (and  which  may  or  may  not  meet  any or all of the
               requirements  of  Article  VI, at  Duquesne's  option)  to secure
               Contractor's obligations to Correct the work."

          25.  Section 16.2(g)(i) of the Agreement is hereby amended by deleting
               the words "four (4)" in the third line.
          26.  Section  16.2(b) of the Agreement is hereby amended by adding the
               words  "during  Phase  III" in the  third  line  after  the words
               "(based on actual data)".
          27.  Section  16.2(c) of the Agreement is hereby amended by adding the
               words  "during  Phase  III" in the  third  line  after  the words
               "(based on actual data)".
          28.  Sections  16.2(d) and (e) of the Agreement are hereby  deleted in
               their entirety and replaced with the following:
         "(d)  Either:

               (i) Contractor fails to complete  Milestone Number 23 of Schedule
               J within the time  period  provided  therefor  in Schedule J, and
               Duquesne exercises its option in Section 4.3(e)(iv)(c) to declare
               such failure an Event of Default; or

               (ii) Contractor fails to complete Milestone Number 29 of Schedule
               J within the time  period  provided  therefor  in Schedule J, and
               Duquesne exercises its option in Section  4.3(e)(i)(b) to declare
               such failure an Event of Default;

               (iii)  Contractor  fails to pay when due any  liquidated  damages
               that become due and payable with respect to a delay in completion
               of any of the Milestones in Schedule J.

               (e) Contractor's  abandonment of any material part of the Work at
               any time."

          29. Section 17.1(a) of the Agreement is hereby deleted in its entirety
          and replaced with the following:

          "(a) Initial Term. The initial Term of this  Agreement  shall be for a
          period  beginning  with  the  commencement  of  Phase  II  (the  "Term
          Commencement  Date") and ending  fifteen  (15) years after the date on
          which the Acceptance of Phase II occurs,  which period may be extended
          pursuant to Section 17.1(b) below."

         30. Section 17.2 of the Agreement is hereby deleted in its entirety and
         replaced  with  the  following:  "Section  17.2  Termination  Prior  to
         Acceptance  of Phase I. If  Acceptance  of Phase I does not occur on or
         before October 1, 1997 in accordance with Section 4.6(a), then Duquesne
         must,  prior to its  Acceptance of Phase I, either (x)  terminate  this
         Agreement or (y) enter into  negotiations with Contractor in an attempt
         to mutually agree upon an extension to Phase I,  appropriate  revisions
         to  Schedule  J  and  other  appropriate   Changes,  if  any;  if  such
         negotiations  do  not  lead  to  agreement  within  a  period  of  time
         acceptable to Duquesne,  then Duquesne shall  terminate this Agreement.
         Following  termination  pursuant to this  Section  17.2,  the  Parties'
         rights to the Equipment shall be as set forth in Section 18.2."

         31. Section 18.2 of the Agreement is hereby deleted in its entirety and
         replaced  with  the  following:  "Section  18.2  Termination  Prior  to
         Acceptance  of  Phase  I. In the  event of a  termination  pursuant  to
         Section 17.2,  Contractor  shall  transfer  ownership of the New Meters
         that were installed during Phase I to Duquesne, in which case any Meter
         Modules  attached to such New Meters shall be deemed abandoned in place
         by Contractor at no cost to Duquesne, and such Meter Modules may not be
         used by Duquesne for any purpose. Duquesne may, at its option, elect to
         purchase  from  Contractor  the Meter  Modules that would  otherwise be
         abandoned  under  the terms of this  Section  18.2,  together  with the
         related  Meters  and  all  mobile  automated  meter  reading  equipment
         (excluding any Fixed Network components) necessary to utilize the Meter
         Modules  for  billing  purposes,  at  a  price  of  *  per  unit,  upon
         Contractor's  then-standard  terms and conditions  for equipment  sales
         (for purposes of Section 12.3,  "Duquesne's Buyout").  Duquesne may, at
         its option,  elect to purchase all other Fixed  Network  components  at
         Contractor's * plus Contractor's
                                   *                           ."

          32.  Section  18.3(b)(i)  of the  Agreement  is hereby  deleted in its
               entirety and replaced with the following:
         "(i) Contractor shall  immediately pay to Duquesne five million dollars
         ($5,000,000) as liquidated  damages for  Contractor's  Event of Default
         (unless  Contractor  has already  made such  payment,  or Duquesne  has
         already  received  payment  under the  Performance  Bond,  pursuant  to
         Section 17.3(b)),  which obligation may be satisfied by Duquesne's draw
         down on the  Performance  Bond  maintained  by  Contractor  pursuant to
         Section 6.1(a) hereof."

          33.  Section  18.7(b) of the Agreement is hereby amended to add at the
               end of such Section the following sentence:
         "In such event, Duquesne shall assume, and Contractor shall assign, all
         of  Contractor's  rights and  obligations  under any third  party pole,
         tower or facility rental and lease  agreements  which Duquesne,  in its
         sole discretion, finds acceptable to it."

          34.  Section  21.2(a) of the Agreement is hereby amended to delete the
               words "during Phase II" from the first line.
          35.  Schedules A, D, E, F, H, I, J and L to the  Agreement  are hereby
               deleted  in  their  entirety  and  replaced,  respectively,  with
               Replacement  Schedules A, D, E, F, H, I, J and L attached to this
               Amendment.
          36.  Schedule B to the Agreement is hereby  amended by adding  thereto
               the  provisions  set forth on the Addendum to Schedule B attached
               to this Amendment.
          37.  Except as expressly amended by this Amendment,  the Agreement and
               each  and  every  representation,  warranty,  covenant,  term and
               condition therein are hereby specifically ratified and confirmed.
          38.  Except as specifically addressed in this Amendment,  by executing
               and  delivering  this  Amendment,  Duquesne  has  not  waived  or
               released  any claim,  right or remedy  available  to it under the
               Agreement.
          39.  This Amendment shall be governed by the laws of the  Commonwealth
               of Pennsylvania  (without giving effect to the principles thereof
               relating to conflicts of laws).
          40.  This  Amendment  may be  executed  and  delivered  in two or more
               counterparts,  each of which shall be treated as an original  but
               which,  when taken  together,  shall  constitute one and the same
               instrument, and may be delivered by facsimile transmission.







               [THE REMAINDER OF THIS PAGE IS INTENTIONALLY BLANK]




        IN WITNESS WHEREOF, the Parties have caused this Amendment No. 1
   to Amended and Restated Utility Automated Meter Data Acquisition Equipment
       Lease and Services Agreement to be signed by their duly authorized
               representatives as of the date first written above.

                                 DUQUESNE LIGHT COMPANY

                                 By:         /s/______________________
                                 Name:       David D. Marshall
                                 Title:      President and Chief Executive
                                             Officer















                                      ITRON, INC.


                                      By:    /s/______________________
                                      Name:  LeRoy D. Nosbaum
                                      Title: Vice President and General Manager,
                                             Network Systems

BA973140.009
(amend1)








                                   SCHEDULE A





                               DESCRIPTION OF WORK













TABLE OF CONTENTS

- -------------------------------------------------------------------------------



1.  INTRODUCTION                                                             4


   1.1  BACKGROUND                                                           4
   1.2  SCOPE                                                                4
   1.3  FUNCTIONAL REQUIREMENTS                                              6
   1.4  STATEMENT OF SERVICES                                                5
   1.5  SYSTEM OVERVIEW                                                     10
   1.6  IMPLEMENTATION                                                      11
   1.7  IMPLEMENTATION PHASES                                               11
           FIGURE 1-1  (PRELIMINARY SYSTEM FLOW DIAGRAM)                     8


2.  PROJECT MANAGEMENT                                                       12


   2.1  PROJECT MANAGEMENT ROLE DEFINITION                                   12
      2.1.1  SENIOR ACCOUNT MANAGER                                          12
      2.1.2  PROJECT MANAGEMENT RESPONSIBILITIES                             13
      2.1.3  PROJECT MANAGERS                                                13
      2.1.4  TECHNICAL COORDINATORS                                          14
   2.2  DUQUESNE PROJECT ORGANIZATION                                        14
      2.2.1  DUQUESNE PROJECT MANAGER                                        14
      2.2.2  DUQUESNE PROJECT ORGANIZATION                                   14
   2.3  PROJECT MANAGEMENT                                                   15
      2.3.1  TOOLS                                                           15
      2.3.2  SCHEDULING                                                      15
      2.3.3  DOCUMENT TRACKING                                               15
      2.3.4  CORRESPONDENCE                                                  15
      2.3.5  TELEPHONE CONTACT REPORTS                                       16
      2.3.6  PROGRESS REPORTS                                                16
      2.3.7  ACTION ITEM LISTS                                               16
      2.3.8  PROJECT MEETINGS                                                16
      2.3.9  DOCUMENT REVIEW                                                 16
   2.4  CHANGE CONTROL PROCESS                                               17
      2.4.1  TYPES OF CHANGES                                                17
      2.4.2  CHANGE CONTROL DIAGRAM                                          18
      2.4.3  CHANGE CONTROL PROCESS                                          19


3.  PROJECT IMPLEMENTATION, SERVICES, EQUIPMENT                              20


   3.0  METER PURCHASES                                                      20
   3.1  SINGLE AND THREE PHASE DEMAND METERS                                 16
      3.1.2  ERT-II       *       DEVICES                                    17
      3.1.3  SINGLE PHASE INTERFACES                                         17
      3.1.4  THREE PHASE METERS                                              17
      3.1.5  THREE PHASE COMMUNICATION LINKS                                 17
      3.1.6  MV-90 INSTALLATION AND INTERFACES                               17
      3.1.7  INSTALLATION TIMETABLE                                          17
   3.2    METERING SERVICES                                                  22
   3.3    METER READING ACTIVITIES                                           20
   3.4    METER RECORDS                                                      24
   3.5    FIELD INSTALLATION                                                 25
   3.6    FIELD EQUIPMENT AND OTHER INSTALLATION MAINTENANCE ITEMS           27
   3.7    MV-90 SYSTEM IMPLEMENTATION                                        23
   3.8    WORK FACILITIES                                                    24
   3.9    NEW DEVELOPMENTS                                                   28
   3.10  PROJECT SCHEDULE (GANTT CHART - HIGH LEVEL)                         29
   3.11  DELIVERY SCHEDULE                                                   29
   3.12  ERT INSTALLATION SCHEDULE                                           29
   3.13  FIXED NETWORK/MV-90 EQUIPMENT INSTALLATION                          26
   3.14  CONTRACTOR RESPONSIBILITIES                                         30
   3.15  DUQUESNE RESPONSIBILITIES                                           31
             FIGURE 3-1  (COMMUNICATION LINK ALTERNATIVES DIAGRAM)           29
             FIGURE 3-2  (GIHP/MV-90 INTERFACE PRIORITY LIST)                32


4.  FIXED NETWORK SYSTEM COMPONENTS                                          37


   4.1  DESCRIPTION                                                          37
   4.2  HARDWARE DELIVERABLES                                                37
      4.2.1  ERT/      *      /SENTRY METER MODULES                          37
      4.2.2  ERT METER MODULE OPERATION                                      37
      4.2.3        *      /DCI SENTRY DEVICES                                34
      4.2.4  CELL CONTROL UNITS (CCU)                                        38
      4.2.5  NETWORK CONTROL NODES (NCN)                                     39
      4.2.6  GIHP COMPUTERS AND COMPUTER EQUIPMENT                           39
      4.2.7  UTS MV-90 TRANSLATION SYSTEM HARDWARE                           39
      4.2.8  ADDITIONAL MV-90 EQUIPMENT AND SUPPORT                          36
   4.3  SOFTWARE DELIVERABLES                                                40
      4.3.1  GIHP OPERATING SYSTEM SOFTWARE                                  40
      4.3.2  GENESIS NETWORK MANAGEMENT SOFTWARE                             40
      4.3.3  GENESIS AUTOMATIC METER READING SOFTWARE                        37
      4.3.4  GENESIS SQL CLIENT APPLICATIONS                                 37
      4.3.5  MV-90 DATA MANAGEMENT SOFTWARE                                  38
      4.3.6  ABB POWERPLUS ALPHA SOFTWARE                                    38
      4.3.7  LICENSES, TRAINING AND SUPPORT                                  39
      4.3.8  MV-90 DOCUMENTATION                                             39
                   FIGURE 4-1  (TYPICAL HARDWARE REQUIREMENTS)               40



5.  IMPLEMENTATION/INSTALLATION TOOLSETS                                     41


   5.1  DESCRIPTION                                                          41
   5.2  ELECTRONIC DATA INTERFACE (EDI)/READONE SYSTEM                       41
      5.2.1  READONE PRO UNITS                                               41
      5.2.2  READONE LINK SYSTEM SOFTWARE                                    41
      5.2.3  ERTINSTALL SOFTWARE                                             42
   5.3  ALTERNATIVE DATA COLLECTION CAPABILITIES                             42
      5.3.1  OFFSITE METER READING (OMR) SYSTEM                              42
      5.3.2  MOBILE AUTOMATED METER READING (MAMR) SYSTEM                    42
      5.3.3  DATACOMMAND LINK SYSTEM SOFTWARE                                42
      5.3.4  DCU SYSTEM SOFTWARE                                             43
      5.3.5  DATACOMMAND UNITS (DCU)                                         43


6.  SYSTEM INTERFACES AND ACCEPTANCE                                         45


   6.1  INFORMATION SYSTEMS AND SERVICES                                     45
      6.1.1  SYSTEM DATABASE                                                 45
      6.1.2  SYSTEM APPLICATIONS                                             46
      6.1.3  DUQUESNE MODIFICATIONS, ENHANCEMENTS, AND INTERFACES            47
   6.2  SYSTEM ACCEPTANCE                                                    54
      6.2.1  SYSTEM HARDWARE TEST                                            55
      6.2.2  SYSTEM SOFTWARE TEST                                            55
      6.2.3  VARIANCES AND PROBLEM TRACKERS                                  55
      6.2.4  PROBLEM RESOLUTION AND ESCALATION POLICY                        56
   6.3  CERTIFICATION TESTING                                                56


7.  SYSTEM OPERATIONS, SUPPORT, AND MAINTENANCE                              57
- -----------------------------------------------------------------------------


   7.1 SYSTEM OPERATIONS                                                     57
      7.1.1  OPERATIONS CENTER                                               57
      7.1.2  OPERATIONS  - DAILY ACTIVITIES                                  57
      7.1.3  CUSTOMER SERVICE AND SUPPORT                                    58
   7.2  SYSTEM MAINTENANCE                                                   59
      7.2.1  FIELD INVESTIGATIONS                                            59
      7.2.2  DE-INSTALLS AND RE-INSTALLS                                     59
      7.2.3  EQUIPMENT MAINTENANCE                                           59
      7.2.4  RELATED DOCUMENTATION                                           59
      7.2.5  TECHNICAL LIBRARY                                               59
   7.3  PERSONNEL CERTIFICATION                                              60
   7.4  DISASTER RECOVERY AND BACKUP PLANS                                   60
      7.4.1  APPROACHES AND RESPONSIBILITIES                                 60
      7.4.2  DISASTER AVOIDANCE AND RECOVERY                                 61
   7.5 DUQUESNE'S TRAINING NEEDS AND DELIVERABLES                            62
      7.5.1  NEEDS ANALYSIS                                                  62
      7.5.2  TRAINING                                                        62


8.  DELIVERABLES                                                             64


   8.1  LIST OF DELIVERABLES - CONTRACTOR                                    64
   8.2  LIST OF DELIVERABLES - DUQUESNE                                      67


9.  GENERAL NOTES                                                            68








1.       INTRODUCTION
- -------------------------------------------------------------------------------

         Duquesne  is  committed  to  the  implementation  of  new  systems  and
         technologies  that are  available  in the  marketplace  and which shall
         contribute to the  Company's  goal of becoming a leader in the electric
         utility  industry.  To that end, the Company has been exploring various
         alternatives  to bring new automated data  acquisition  services to its
         service area that efficiently provide accurate  information for billing
         and outage management  purposes while opening new opportunities for the
         delivery of new products and services.

         After  considerable   review,  an  RF  spread  spectrum  fixed  network
         application has been selected as the system that can best provide basic
         services while permitting maximum  flexibility for expansion into other
         functional   uses.  This  technology  has  gained  broader   acceptance
         throughout the public utility industry as increasing numbers of systems
         are initiated and become  operational.  Duquesne has selected this type
         of system as the most appropriate  approach to meet its long term needs
         for expanding  customer oriented services while providing higher levels
         of customer satisfaction.

         1.1      Background

                  Duquesne is an electric utility with  headquarters in the City
                  of Pittsburgh,  Pennsylvania,  providing  electric  service to
                  approximately  600,000  customers within a service area of 800
                  square  miles  located   primarily  in  Allegheny  and  Beaver
                  Counties in Southwestern Pennsylvania.

                  Electric   customers   are  billed  on  a  monthly  basis  and
                  customers' meters are scheduled for monthly meter reading. All
                  meter  reading  is  currently  done  manually   utilizing  The
                  Contractor's  handheld datacaps with the Premierplus  software
                  platform.  Duquesne  intends to improve its  customer  service
                  operations  by  installing  a  strategic  automated  solution.
                  Duquesne has  determined  that the pursuit of automatic  meter
                  reading  to its  fullest  advantage  can best be  achieved  by
                  entering a long term service  agreement to provide and deliver
                  meter data and other automated services.

         1.2      Scope

                  The Contractor  shall  install,  own and maintain an automated
                  meter data acquisition system covering  Duquesne's  geographic
                  service area including a communication  network to provide and
                  deliver meter reading and other automated services (as defined
                  within this document) for  approximately  * meters,  including
                  all single phase and three phase demand  meters on the present
                  Duquesne  system.  All  required  ownership  installation  and
                  implementation services including mounting of Meter Modules on
                  new or used electric  meters and  installation of single phase
                  meters at customer premises shall be the responsibility of the
                  Contractor. Three phase meters shall be installed by Duquesne.
                  Single phase demand meters (ABB PowerPlus  Alpha meters) which
                  are  Transformer-Rated may be treated as three-phase meters if
                  Itron pays a one time per meter installation fee of * .

                  The Contractor must be capable of completing the  installation
                  and  operation  of a  wireless  communication  network  (fixed
                  network) covering  Duquesne's  service area. The fixed network
                  shall provide single phase meter reading coverage to a minimum
                  of * of  Duquesne's  meters by June 30, 1998,  with optional *
                  coverage by * (see Schedule J). The Contractor must be capable
                  of  completing  mass meter  changeout  programs and  providing
                  implementation  plans which comply with the schedule detail in
                  the  schedule  portion  of the  specification.  The  following
                  services  and  system   features  shall  be  provided  by  the
                  Contractor:

                    1.   All required installation and implementation  services,
                         including purchasing,  ownership of all new meters, and
                         mounting  of  single  phase  meter  modules  on  new or
                         reconditioned  meters and  installation of single phase
                         meters at customer  premises as defined in Section 3 of
                         this document.

                    2.   Ability  to  perform  daily  readings  for  all  meters
                         covered  by  the  fixed  network  and  scheduled  meter
                         readings using  automated  (van) or handheld  equipment
                         meter  reading  technology.  3. Ability to perform real
                         time on demand/appointment readings.

                    4.   Jointly develop and install the interface to Duquesne's
                         information  system as described in Section  6.1.3.  5.
                         Near real time outage/alarm notification.

                    6.   Tamper  notification  at the  time of  reading  for all
                         meters that are ERT equipped.

                    7.   Monitoring of inactive accounts for unauthorized usage.

                    8.   Technological  refreshment and regular  upgrades to the
                         system to ensure the use of up-to-date  technology  via
                         change order process if required.

                    9.   Flexible  metering  capabilities  to provide  requested
                         functionality such as time of use, demand billing, real
                         time pricing and load profiles, within five (5) days of
                         Duquesne's  request.  (Requests  received prior to 3:00
                         p.m. each day).

                    10.  Installation  of  the  MV-90  translation   system  for
                         complex  metering  functions  through  use of  the  ABB
                         PowerPlus Alpha meter for three phase and higher demand
                         (greater than * ) single phase customers.


         1.3      Functional Requirements

                  The Contractor's automated meter data acquisition system shall
                  include a wireless fixed network communication system covering
                  Duquesne's entire service area and shall provide a minimum of
                      * coverage of the total meters at  completion  of the full
                  system deployment (Phase II). This coverage will increase to *
                  of the total  meter  population  if  Duquesne  exercises  this
                  option by the date defined in Schedule J of the Agreement. The
                  system  shall  also  include  the   installation  of  encoder,
                  receiver,  transmitters  (ERTs) or demand ERTs ( * ) on single
                  phase meters with less than * of demand in Duquesne's  service
                  area with all new meters owned by Contractor.  Contractor will
                  purchase  approximately  * single phase PowerPlus Alpha meters
                  and * three phase PowerPlus  Alpha meters for  installation at
                  Duquesne  (see  Section 3), with  Contractor  responsible  for
                  installation  and  maintenance  of the  single  phase  Alphas.
                  Monthly meter readings shall be provided by the Contractor for
                  all  single  phase  meters not  covered by the fixed  network.
                  These  monthly  meter   readings  shall  be  obtained  by  the
                  contractor  by means of either  mobile  (vehicle  readings) or
                  off-site  hand-held  devices  (OMR)  or  other  communications
                  medium selected by




                  Contractor  and furnished to Duquesne in  accordance  with the
                  buyer's  established monthly meter reading and billing cycles.
                  Daily or more frequent  meter  readings shall also be provided
                  for all single and  three-phase  Alpha  meters using the MV-90
                  system.

                  The  Contractor's  system  shall meet or exceed the  following
                  system service level requirements.

                    1.   Ownership  of all  new  meters  on  Duquesne's  system;
                         installation  of  ERTs,  *  ,  DCI  Sentry  devices  or
                         PowerPlus   Alphas  on  all   single-phase   meters  in
                         Duquesne's  service  area   (approximately  *  meters);
                         includes  existing  and  future   single-phase   demand
                         meters.  Purchase,   maintenance,  and  repair  of  all
                         single-phase  meters as  described in Section 3 of this
                         document.   Purchase  of  three  phase  meters   during
                         implementation  and  new  three  phase  meters  for new
                         services   and   replacement   meters   not   otherwise
                         repairable by Duquesne during Phases II and III.

                    2.   Fixed  network  coverage  of  * of  total  single-phase
                         meters at completion of the primary  installation phase
                         (Phase II) of the project with an optional  increase up
                         to * of the entire  meter  population  as  indicated on
                         Schedule J.

                    3.   Daily  consumption  and demand  (KW)  readings  for all
                         existing  and  future  single  phase  demand  accounts.
                         (approximately * meters at present.)

                    4.   Ability to perform  daily reads for all meters  covered
                         by the fixed network; provide daily reads between 10:00
                         p.m.  and  Midnight  for  all  Customer  Choice  Option
                         customers  contracted  for that  advanced  service (see
                         Schedule D).

                    5.   Monthly reads for all certified single phase meters not
                         covered by the fixed network, DCI Sentry devices or ABB
                         PowerPlus Alpha meters.

                    6.   Daily or more  frequent  read  processing as defined in
                         Schedule  D for all three  phase  meters in  Duquesne's
                         service area through the MV-90 system.

                    7.   Ability to perform  on demand  (unscheduled)  reads for
                         all meters covered by the fixed network.

                    8.   Power outage notification and monitoring for all meters
                         covered by the fixed network and MV-90 system.

                    CCU Level Outage Notification Timely notification alarm when
                    CCU loses power.  Timely  notification  upon  restoration of
                    power. Interface with Duquesne's outage management system. *
                    Provide  ability to * , interface  with  Duquesne's  system.
                   

                    Outage   incident   reporting  for  C&I  accounts  with  ABB
                    PowerPlus Alpha meters reported through the MV-90 system.

               9.   Ability to provide  time-of-use (TOU) reads for all existing
                    and future single phase TOU accounts - presently  commercial
                    accounts only, including residential TOU customers.

               10.  MIS Interface - jointly  develop all  applications  software
                    and Duquesne/Contractor  software interfaces as described in
                    Section 6.1.3 of this document.

               11.  Capability to provide logical/virtual disconnect function.

               12.  Capability  to monitor  inactive  accounts for  unauthorized
                    usage.

               13.  Demand (KW) reads for  commercial  and  industrial  meters -
                    capability  to provide  enhanced  functions  for three phase
                    customers  through  the  MV-90  system.   Demand  reads  for
                    commercial and industrial  applications must be measured and
                    maintained by the meter or CCU,  until received by the MV-90
                    system   (excludes  *  meters  handled   through  the  fixed
                    network).

               14.  TOU   reads  for  all   classes   of   customers   including
                    residential,  commercial  and  industrial  ( * accuracy  for
                    residential TOU being performed by the network) - capability
                    to provide similar service for  three-phase  meters.  Demand
                    reads for  commercial and  industrial  applications  must be
                    measured and maintained by the meter,  until received by the
                    system.

               15.  Load  Profile   Reads  for   residential,   commercial   and
                    industrial  customers  capability  to initiate  load profile
                    assignments  and to monitor,  store and display load profile
                    data.  Load profile reads must be measured and maintained by
                    the meter or CCU until  received  by the MV-90  system  into
                    Duquesne's  DISCuS,  data warehouse,  or other systems.  The
                    MV-90 system must retain a three-year  storage and access of
                    data for load research and analysis purposes.

               16.  Real  Time  Pricing  Reads  for  all  classes  of  customers
                    including  residential,  commercial  and  industrial  - with
                    similar capability for three-phase  meters,  using the MV-90
                    RTP  package.  Data must be  delivered  on a near  real-time
                    basis  initially  for accounts  processed  through the MV-90
                    system with further  enhancements for fixed network accounts
                    as required to meet Duquesne's business requirements.

               17.  Identification  of  unusually  large  shifts of  energy  use
                    patterns for tamper detection.
               18.  * Detection of high line loss circuits for circuits  covered
                    by the fixed network.

               19.  Flexible metering capabilities capable of providing rate and
                    service  interchangeability  with or  without  the  need for
                    meter replacement or changeout.

               20.  * Actual physical turn-on/turn-off capability.

               21.  Provide for customer energy management  capability including
                    interval  data  through  use  of the  MV-90  for  ABB  Alpha
                    customers  and  GIHP  fixed  network  customers  for  use in
                    real-time pricing situations.

               22.  *  Signature   analysis  -  appliance  end  use   monitoring
                    information.

               23.  * System diagnostic capabilities including:

                                     Circuit    monitoring    System    capacity
                                     prediction System load profile  Transformer
                                     load     profile     Transformer     outage
                                     notification Load forecasting

               24.  Meter and  metering  services as defined  herein,  including
                    single phase services through the GIHP, and single and three
                    phase services through the MV-90 system.

               25.  MIS interface and development services as defined herein.

                  The functional  requirements  for the "asterisked  items" have
                  not been defined nor  developed.  Following  construction  and
                  development,  Contractor  will make  available to Duquesne the
                  option  to  include,  based  on  contractual  agreements,  the
                  selected functionality.

         1.4      Statement of Services

                    The following  services  shall be provided by the Contractor
                    upon implementation of this Agreement:

               1.   Ability to provide  daily  meter  reads (KWH) for all meters
                    covered by the fixed network.

               2.   Ability to provide reads from 10:00 p.m. - Midnight each day
                    for customers designated as Customer Choice Option customers
                    and contracted for such service under Schedule D.

               3.   Ability to provide  daily  demand  (KW) reads for all single
                    phase demand accounts  covered by the fixed network (using *
                    or ABB PowerPlus Alpha meters),  including the MV-90 system.
                    Ability to supply billing  determinants through MV-90 system
                    for Alpha  meter  accounts to arrive at peak demand (KW) for
                    billing purposes and reset of demand each month coincidental
                    with billing  period.  Single phase accounts  greater than *
                    will be  equipped  with the ABB  PowerPlus  Alpha  meter and
                    processed  through MV-90,  while the remaining  single phase
                    demand  accounts will generally be handled through the fixed
                    network using the * device.

               4.   Monthly meter reads for all remaining certified single phase
                    meters not covered by the fixed network.

               5.   Ability to perform unlimited on demand/appointment  readings
                    for all meters on the fixed network.





               6.   Simultaneous   group   readings  as  required   for  various
                    categories or groups of meters to be determined by Duquesne.

               7.   Near real  time  tamper  notification  and  reports  for all
                    meters  covered by the fixed network.  The tamper  reporting
                    application  shall  record each  occurrence  of tampering at
                    each meter.  Periodic tamper  reporting for ERT'd meters not
                    located on the fixed network.

               8.   Near real time power outage  notification at the * CCU level
                    consistent with design criteria in Schedule B ( * based on *
                    ). Outage data will  interface  with  Duquesne's  systems as
                    needed to  support  effective  implementation  of the outage
                    notification and restoration functions.


               9.   Logical/virtual   disconnect  function  capability  for  all
                    accounts covered by the fixed network.

               10.  Monitoring  and reporting of  consumption  for  unauthorized
                    usage of inactive  accounts for all accounts  covered by the
                    Fixed Network.

                    11.  Delivery  of all data to the  host  billing  system  as
                         required.

                         12. Flexible metering  capabilities for Customer Choice
                             Option  reads,  TOU,  Load  Profile  and Real  Time
                             Pricing  for  all  accounts  covered  by the  Fixed
                             Network,    or   processed    through   the   MV-90
                             applications.

                         13. Installation  testing and maintenance  services for
                             all single  phase  equipment,  GIHP system or MV-90
                             software   and   other    deliverables    excluding
                             installation    and   maintenance    services   for
                             three-phase meters.
                    14.  Meter  and   metering   services   covered   under  the
                         Agreement.
                    15.  Contractor  interface and development  services covered
                         under the  Agreement,  as necessary to fully  implement
                         daily reads, billing, DISCuS or other functions through
                         use of * or other necessary  interfaces as shown on the
                         GIHP/MV-90 flow diagram (see Figure 1-1).

         1.5      System Overview

                  The  Fixed  Network  shall  utilize  a  communications  system
                  consisting  of local area and wide area  networks  to remotely
                  communicate with Meter Modules.  All transactional  data shall
                  be  acquired,  monitored,  and  managed  by  the  Contractor's
                  real-time  relational  database,  and  stored in a  Contractor
                  supplied   relational   database  queried  by  Standard  Query
                  Language (SQL) commands using an Oracle environment.

                  Actual  equipment  specifications,  including  both single and
                  three phase  equipment and hardware,  are included in Schedule
                  B.  These  specifications  include,  but are not  limited  to,
                  Genesis  fixed  network  equipment  and  software,  end  point
                  devices such as * , ERTs,  DCI Sentry,  single and three phase
                  ABB  PowerPlus  Alpha  meters,   *  theory  and  MV-90  system
                  operational and software specifications.  These documents will
                  be  integrated   during  Phase  II  into  one  overall  system
                  specification   describing   the  technical  and   operational
                  functionality of the complete system.






         1.6      Implementation

                  The  Contractor   shall  provide  and  install  all  necessary
                  equipment,  hardware,  software,  and  services to implement a
                  Genesis fixed network automated data acquisition system in the
                  Duquesne service area. Specific  requirements for Meters being
                  equipped  with Meter  Modules are covered in Section 3 Project
                  Implementation  Services,  Equipment.  The specific Equipment,
                  Software,  and Services to be provided  are  described in this
                  Description of Work.

         1.7      Implementation Phases

                  Implementation of the automated meter data acquisition  system
                  for Duquesne shall be separated into distinct phases.  Phase I
                  shall  demonstrate   process   development  and  verification.
                  Activities shall test and integrate all processes necessary to
                  install  and  operate  all of the system  components  (Meters,
                  Meter  Modules,  radio  communication  devices,   installation
                  tools, Software, etc.).

                  Phase  II is  actual  installation  of  the  complete  system.
                  Primary  activities  to be  performed  during  this period are
                  completion of all Meter exchanges, Meter Module installations,
                  radio device installations,  and software  interconnection and
                  integration of MV-90  applications.  Included in this Phase is
                  installation  of the MV-90  system  for three  phase and large
                  single phase  meters,  and initial  processing of all customer
                  interval data.

                  Phase III is the operational phase and consists of the ongoing
                  data acquisition and Meter  maintenance  services  provided to
                  Duquesne by the Contractor.  It is expected that Phase I shall
                  be complete  prior to Phase II. Phase II shall begin the Meter
                  change  out   process,   provide  the   phase-in  of  all  new
                  applications  and  interfaces  to  Duquesne's   systems,   and
                  conclude  with  testing  and   acceptance   by  Duquesne.   In
                  accordance with Schedule J of the Agreement, the fixed network
                  may be  expanded  to *  coverage  of  Duquesne's  total  Meter
                  population, at Duquesne's option.






                                           Preliminary System Flow Diagram
                                           GIHP and MV-90 Operating Systems

- ------------------------------------------------------------------------------







                                                         *









- -------------------------------------------------------------------------------

         Notes:

         1)   Diagram represents  approximate  interactive design of anticipated
              interfaces  and is  subject  to  change  based  on  future  design
              considerations.
          2)   All system  interfaces are not finalized.  Some systems,  such as
               the Power Billing System,  require further  development to define
               all interfaces.
          3)   The MV-90 system shown above is comprised of a number of hardware
               components that are not detailed in the diagram.
          4)   ABB  Envision   software  may  be  implemented  by  Duquesne  for
               management  of power  quality  data  provided by ABB's  PowerPlus
               meters, with appropriate  interfaces to DISCuS and MV-90 provided
               (see Schedule J, Milestone #13 High Level Architecture).

                                                        FIGURE 1-1

2.       PROJECT MANAGEMENT
- -------------------------------------------------------------------------------

         2.1      Project Management Role Definition

                  As a minimum,  the Contractor shall assign  individuals to the
                  key   positions   listed   in   this   section   for   project
                  implementation.  Duquesne and the  Contractor  consider  these
                  positions  to be  essential  and  the  minimum  necessary  for
                  successful project completion.

                  The  Contractor  shall  ensure  that  the  necessary   project
                  management  is  in  place  to  support  the  transition   from
                  Duquesne's  current  meter  reading  system  to the new  fixed
                  network    automated    meter   data    acquisition    system.
                  Well-established  project management,  planning,  and training
                  processes  shall be utilized  along with use of an experienced
                  staff of system  engineers,  project  managers,  trainers  and
                  customer support staff to develop and implement these plans.

                  2.1.1    Senior Account Manager


                           The  Contractor's  project  team  shall  be  led by a
                           Senior  Account   Manager,   who  maintains   overall
                           responsibility for project status and operations. The
                           Senior Account  Manager shall be the primary point of
                           day-to-day  contact  between  Contractor and Duquesne
                           and shall track system progress,  schedules,  changes
                           in scope and budgets.

                           The Senior  Account  Manager shall have  Contractor's
                           overall project management responsibility. The Senior
                           Account  Manager  shall be  responsible  for on time,
                           implementation   of  the  fixed  network  meter  data
                           acquisition system,  administration of all activities
                           and   ensuring   that   all   milestones,    customer
                           satisfaction  requirements and other  requirements of
                           the Agreement are met.

                  2.1.2    Project Management Responsibilities

                           The   Contractor's   Senior  Account   Manager  shall
                           coordinate    Meter    Module   and   radio    device
                           installations  by Contractor and its  subcontractors.
                           Primary   installation   activities  shall  focus  on
                           tracking   project    timelines,    meeting   defined
                           installation goals, maintaining quality assurance and
                           control,  managing subcontractors,  providing billing
                           and  invoicing   control,   supporting  and  offering
                           guidance to Duquesne,  and resolving  complaints  and
                           issues  regarding  installations.  The Senior Account
                           Manager shall track installation  progress,  maintain
                           installation  schedules and appointments,  and ensure
                           quality of installations.

                  2.1.3    Project Managers

                           A  Project  Manager  is  one of  the  project's  lead
                           technical  team  members;  however,  other  technical
                           personnel  may be called upon to perform  appropriate
                           functions as necessary.

                           For  software   related  issues,  a  Project  Manager
                           assures that the system software is acceptable in its
                           overall  technical  design  and  function,   that  it
                           complies with requirements and design objectives, and
                           is setup and configured properly.






                           For  hardware   related  issues,  a  Project  Manager
                           assures  that  the  hardware  deliverables  meet  the
                           system  requirements,  orders and procures  necessary
                           hardware    components,    supervises    technicians,
                           documents system configuration,  and arranges for and
                           supervises   system   staging,    integration,    and
                           installation.

                  2.1.4    Technical Coordinators

                           Specific  technical  individuals  shall be associated
                           with the  project  and shall be part of the  extended
                           project core team. These Technical Coordinators shall
                           be responsible for providing information, procedures,
                           suggestions,   and  new  product   information,   and
                           assisting with installation  issues and anything that
                           pertains to appropriate system implementation.

         2.2      Duquesne Project Organization

                  2.2.1    Duquesne Project Manager

                           The Duquesne project team shall be led by the Project
                           Manager who is  responsible  for  project  status and
                           operations.  The Project Manager shall be the primary
                           point of contact between Duquesne and the Contractor.
                           The Project  Manager  shall  manage and track  system
                           implementation progress, schedules, changes in scope,
                           budget,  quality control,  and coordinate  activities
                           among  departments..  The Project  Manager shall also
                           oversee  customer  relations and address  concerns of
                           any customers  this project will impact.  The Project
                           Manager   will  have  both   technical   and   fiscal
                           responsibilities for the project.

                  2.2.2    Duquesne Project Organization

                           The Duquesne Project Organization shall:

                           a)Oversee the project equipment and software 
                              deliverables.
                           b) Coordinate the interfaces between the new systems
                               and Duquesne's customer information systems.
                           c) Assign and track action items; request corrective
                               action plans as provided for under the Agreement.
                           d) Collect progress data.
                           e) Monitor project installation and coordination, 
                              and adherence to Schedule J.
                           f) Collect project deliverables.
                           g) Document technical aspects of the project.
                           h) Audit the quality of installations.
                           i) Monitor meter conversions and interfaces between 
                              Duquesne's and Contractor's systems.
                           j) Inspect projectinstallations for quality control.
                           k) Coordinate the transition from manual meter 
                              reading to an automated system, including 
                              implementation of automated three phase metering.
                           l) Establish engineering procedures and standards.
                           m) Assist with installation issues regarding meter
                               conversions.
                           n) Perform other functions as necessary.





         2.3      Project Management

                  2.3.1    Tools

                           Specific and common project management tools shall be
                           utilized  throughout  the  Term of the  Agreement  at
                           Duquesne.  This will  provide  consistent,  revisable
                           documentation that can be tracked both electronically
                           and manually. The following tools shall be utilized:

                           Project Scheduling:   Microsoft Project, version 4.0
                           Documents:             Microsoft Word, version 6.0.1
                           Correspondence:  Microsoft Word, version 6.0.1
                           Spreadsheets:          Microsoft Excel, version 5.0a
                           Databases:             Microsoft Excel, version 5.0a

                           These tools may be changed or upgraded  from time to
time with mutual agreement.

                  2.3.2    Scheduling

                           The  Contractor  shall  provide  a  detailed  project
                           schedule, consistent with both the Meter installation
                           schedule  and Schedule J, which  identifies  specific
                           Milestones,  and supports the contractually agreed on
                           Milestone  Schedule  J, as well  as  other  schedules
                           included herein.  This schedule becomes the reference
                           schedule  that the  Contractor  and Duquesne  Project
                           Managers shall use to measure project progress.

                           The top level  schedule  (presented as Gantt and PERT
                           charts)  shall be used to develop a detailed  project
                           schedule,   in  order  to  assure  that  all  project
                           commitments  are  based on the same  assumptions  and
                           milestones,  and ensuring that  completion  dates are
                           consistent and completely listed.

                           Schedules  shall  be  monitored  and  status  updates
                           provided on a periodic  basis by the Contractor or as
                           requested  by  Duquesne to reflect  completed  items,
                           adjusted task items or  identification of significant
                           changes.  Any minor changes shall require approval of
                           Duquesne,  major  changes  will  require  review  and
                           approval by  Duquesne  and  Contractor,  and shall be
                           handled in  accordance  with the  appropriate  change
                           control provisions of the Agreement.

                  2.3.3    Document Tracking

                           All documentation, including specifications, manuals,
                           guides,  and  correspondence,  shall be numbered  and
                           tracked by both project  management  teams.  Document
                           tracking ensures consistent  communication with clear
                           collaboration  between the  Contractor  and Duquesne.
                           Document  numbering  and  tracking  schemes  shall be
                           determined, jointly, by the project management teams.
                           A specific transmittal form will be developed for use
                           throughout the Agreement.

                  2.3.4    Correspondence

                           All correspondence,  including letters and memoranda,
                           shall be  numbered  and  tracked  via the  previously
                           specified   document   tracking    mechanisms.    All
                           correspondence shall be handled as a transmittal with
                           a cover form that includes appropriate  numbering for
                           identification.  A specific  transmittal form will be
                           developed for use throughout the agreement.

                  2.3.5    Telephone Contact Reports

                           To ensure that telephone correspondence is accurately
                           tracked  and  recorded,  a  contact  report  shall be
                           generated for all significant  communications.  These
                           contact   reports  shall  be  tracked  with  a  brief
                           communication  description,  date,  and  time  by the
                           project teams.  These reports may be entered into the
                           project correspondence  tracking system as requested,
                           otherwise   they  will  not  be  considered   project
                           commitments.  Contact  reports  are  kept by both the
                           Contractor and Duquesne organization as appropriate.

                  2.3.6    Progress Reports

                           Progress  Reports shall be provided by the Contractor
                           as  formal  updates  to the  status  of  the  project
                           implementation.   Reports   shall  be   created   and
                           distributed at specified  milestone  dates,  monthly,
                           and  as  needed  or  as  outlined  in  the  agreement
                           (determined by project  management  teams).  Included
                           within   the   status   reports   will  be   specific
                           milestones, updates, action item lists.

                           Weekly  updates  regarding the  installation  efforts
                           (i.e.  number of  installed  Meter  Modules and other
                           equipment,       hard-to-get-at-meter-identification,
                           inaccessible   meters,  and  equipment   installation
                           issues)  shall  be  provided  to  Duquesne  from  the
                           Contractor,    based   on   similar    reports   from
                           subcontractors.   Other  reports   including  graphic
                           displays of project  information shall be provided to
                           Duquesne  on an as needed  basis.  In addition to the
                           formalized    progress    reports,    daily    verbal
                           communications   shall  take  place  between  project
                           management.  Other reports as required by Duquesne in
                           the Agreement will also be issued.

                  2.3.7    Action Item Lists

                           As a means to  consistently  track  open  issues  and
                           actions,  Action  Item  lists  shall be  created  and
                           updated as necessary. These lists shall be maintained
                           by  the   project   management   team  and  shall  be
                           distributed and available to all project team members
                           and other  interested  individuals as directed by the
                           Project Managers.

                  2.3.8    Project Meetings

                           Project review  meetings shall be held every four (4)
                           weeks or more  frequently as needed  through Phase II
                           and as required  during Phase III.  Meetings shall be
                           scheduled  to  discuss   technical   aspects  of  the
                           project,  provide  status  updates in addition to the
                           status   reports,   review   performance  and  review
                           implementation   changes  (i.e.   scope,   additions,
                           schedules).

                  2.3.9    Document Review

                           Specific   documents,   as   defined   in  Section  8
                           Deliverables  and in Schedule N, shall be provided to
                           Duquesne.

                           Documentation for Contractor's  standard hardware and
                           software is furnished for Duquesne review, but is not
                           typically subject to approval or customization except
                           as specified in the Agreement. If errors are found in
                           standard   documentation,   comments   and   "problem
                           tracker"'  forms are available to identify the errors
                           for  correction.   Updated   documentation  shall  be
                           provided to Duquesne as available.

         2.4      Change Control Process

                  Change  control is the  prescribed  process to manage  changes
                  defined during the Agreement.  To establish a basis for change
                  control,  baseline  documents  are  identified  to  guide  the
                  activities  on the  project.  The baseline  documents  for the
                  fixed  network  system are  described  as  follows,  and these
                  documents are grouped as one document.

                      Utility  Automated  Meter Data  Acquisition  Agreement and
                      Attached  Schedules  and  Exhibits  (as  Revised)  Is  the
                      defining  contract document that provides for the delivery
                      of defined services and controls all other documents.

                      Description  of  Work Is the  document  that  defines  all
                      project  installation,  field  implementation  and ongoing
                      service  activities  and is included in the  Agreement  as
                      Schedule A.

                      Technical   and   Functional    Specifications   Represent
                      subsequent  baseline  documentation  for each component of
                      the fixed network system. These documents detail published
                      engineering  specifications  for each fixed network system
                      component    (both   hardware   and   software),    system
                      configuration and diagnostic characteristics,  operational
                      manuals   and   guides,   other   design   specifications,
                      installation  procedures,  and  also  includes  functional
                      requirements of the fixed network  management  system. The
                      technical  specifications are attached to the Agreement as
                      Schedule B and product, functional or system specification
                      documents  will be provided by  Contractor  as required in
                      Schedule J.

                  Upon completion of the installation  efforts and movement into
                  the  operational  activities  phase  (Phase  III)  the  change
                  control processes will continue to remain available to review,
                  monitor,  schedule, and approve suggested changes to the fixed
                  network system services or implementation process. All changes
                  which affect the Agreement must be handled as specified  under
                  Article IV of the Agreement.

                  2.4.1    Types of Changes

                           Change  requests are  categorized in Two  categories:
                           Minor  Change  if the  change is  minimal  and has no
                           cost,  schedule,  or  other  material  impact;  Major
                           Change  if the  change  is major  and  causes a cost,
                           schedule,  or other  impact.  The project  management
                           teams shall determine and finalize the type of change
                           classification  in accordance with the Agreement.  If
                           there  is  a   question   on  the   type  of   change
                           classification,   the  request  shall  be  considered
                           Major, and shall require review by the Contractor and
                           Duquesne   Project   Managers  before  being  finally
                           classified as Minor or Major. (All Major changes must
                           be  handled  in  accordance  with  Article  IV of the
                           Agreement.)






                  2.4.2    Change Control Diagram


                           The following diagram depicts the method that will be
                           used to handle change requests made by the Contractor
                           or Duquesne during the term of the Agreement:

Change Process Flow Diagram
   
[GRAPHIC OMITTED]
    








                  2.4.3    Change Control Process

                           The following  process shall be used for  disposition
                           of changes requested during this Agreement:

                    a)   Either  party  may  initiate  a request  for  change by
                         completing  the  form  included  as  Schedule  K of the
                         Services Agreement.
                   
                    1)   If the Schedule K form is  completed  by  Duquesne,  it
                         shall be submitted to the Contractor's Project Manager.
                         Unless  otherwise  stated in the  request  for  change,
                         Contractor  shall  within * of the date of the request,
                         advise Duquesne whether the requested change is a Minor
                         Change or a Major Change.

                    If   Contractor  believes  the  requested  change is a Major
                         Change, Contractor shall provide a proposal to Duquesne
                         within * unless an  extension  is agreed  upon with its
                         advisement  identifying  the specific  impact on price,
                         scope,  schedule or any other impact on this  Agreement
                         in  sufficient  detail for  Duquesne  to  evaluate  the
                         reasonableness  of  Contractor's  proposal.  Contractor
                         reserves  the  right to  charge  Duquesne  its time and
                         expenses associated with preparing a proposal, if it is
                         estimated  that  such  effort  will  take  more  than 8
                         manhours to prepare.

                    2)   If the Schedule K form is completed by  Contractor,  it
                         shall identify  whether the requested change is a Major
                         Change  or  a  Minor  Change.  If  a  Major  Change  is
                         requested,   Contractor   shall  include  its  proposal
                         identifying the impact on price, scope, schedule or any
                         other terms of the Agreement to implement the change in
                         sufficient   detail  for   Duquesne  to  evaluate   the
                         reasonableness of Contractor's proposal.

                    b)   If the  change  requested  by  either  party is a Minor
                         Change and  Duquesne  desires that  Contractor  proceed
                         with the change, the completed Schedule K form shall be
                         signed  by  both  Project  Managers  and a copy of this
                         shall   be   maintained   in  each   party's   file  as
                         authorization  for this change,  and is  considered  an
                         official Agreement document.

                    c)   If the requested  change is a Major Change and Duquesne
                         desires  that  Contractor  proceed  with the change,  a
                         Change  Order  Notice  shall be issued by  Duquesne  to
                         incorporate  the change and any authorized  adjustments
                         to price,  scope,  schedule  or any other terms of this
                         Agreement.

                    Upon  receipt  of  an  approved  Change  Order  Notice  from
                    Duquesne,  Contractor  shall  proceed  with  the  change  in
                    accordance with the change order/control procedure.
 

3.       PROJECT IMPLEMENTATION, SERVICES, EQUIPMENT
- ------------------------------------------------------------------------------

         3.0      Meter Purchases

                  Successful integration of meter hardware and services with ERT
                  data  delivery  functions  is critical for the  Contractor  to
                  provide a fully integrated meter data acquisition system. This
                  integration  can  be  best  achieved  through  the  Contractor
                  ownership of all new meters,  as well as the ERT, CCU, NCN and
                  other system configuration  hardware necessary to deliver data
                  services to Duquesne.  Duquesne will maintain ownership of all
                  existing retained meters.

                  During  the course of this  Agreement,  the  Contractor  shall
                  purchase  new meters  required for use in  Duquesne's  service
                  area  where  retrofitting  meters  is  not  possible  for  the
                  installation  of Meter  Modules.  For new  ERT'd  meters,  The
                  Contractor  shall  coordinate  with the meter  manufacturer to
                  have the ERT module  installed at their factory.  Other meters
                  shall be purchased  with the objective of installing  devices,
                  such as * and DCI  Sentry  to  automate  the data  acquisition
                  function  for  those  meters  as  well.  In other  cases,  ABB
                  PowerPlus Alpha meters will be purchased by Contractor to meet
                  three  phase  and large  (transformer-rated,  above * ) single
                  phase demand requirements.

                  Purchase of new meters shall be completed by the Contractor in
                  accordance  with  Duquesne  specifications  and  requirements.
                  Ongoing  coordination between Duquesne and the Contractor will
                  be  necessary  for the  purchase,  scheduling  and delivery of
                  three-phase meters being installed and maintained by Duquesne.
                  Contractor shall adopt industry  standards (ANSI, IEEE SCC 31)
                  for communicating Meter data and defining interconnectivity of
                  Meter devices.

                  Assigning  responsibility  for  ownership and control of meter
                  devices is critical to the successful  integration of services
                  required under the Agreement.  The  responsibility to inspect,
                  test and  maintain the  single-phase  meter  population  shall
                  provide the Contractor with the overall  control  necessary to
                  achieve the service  level  requirements  specified  under the
                  Agreement.  Duquesne shall retain  responsibility  to inspect,
                  test and maintain the three-phase meter population.

         3.1      Single and Three Phase Demand Meters

                  Contractor  will  ensure that the  following  single and three
                  phase demand meter requirements are implemented:

                  3.1.1    Single Phase Meters/Communication Links

                           Single  phase  ABB  PowerPlus  Alpha  meters  will be
                           installed  by  Contractor  (or  Duquesne  pursuant to
                           Section  3.9 of the  Agreement)  on all single  phase
                           transformer-rated  demand  accounts  equal or greater
                           than  *  using  telephone  line  communication  links
                           (approximately  * meters).  Contractor is responsible
                           for providing the meters and  telephone  modems,  and
                           for paying * , if any.  Contractor  will install,  or
                           pay to  have  installed,  the  single  phase  meters,
                           modems,  telephone  line  connections  and any  other
                           related charges.






               3.1.2               * 

                    Single  phase demand  accounts  less than * will be equipped
                    with * devices  (see General Note #6) capable of recording *
                    . * accounts  will be connected to the fixed  network  which
                    will  deliver * . * will be passed  through  an  appropriate
                    interface to the MV-90 system for * purposes.

               3.1.3 Single Phase Interfaces

                           Appropriate  interfaces to the GIHP,  DISCuS,  MV-90,
                           Power Billing and data warehouse  subsystems  will be
                           developed  by the  Contractor  to carry out  required
                           functions,  such as billing,  daily reads  processing
                           and retail  competition  supplier  reconcilement (see
                           Figure 1-1).

                  3.1.4    Three Phase Meters

                           Contractor will purchase  approximately * three phase
                           ABB   PowerPlus   Alpha  meters  with  power  quality
                           monitoring  functions,  outage  notification and load
                           profile  capability,  and the  necessary  modems  for
                           connecting all three phase meters to telephone lines,
                           trunk radio, CDPD or other communications  mediums as
                           appropriate  for  each  account  having  three  phase
                           service.   These  meters/modems  will  be  leased  to
                           Duquesne,  with a * residual  payout (see Schedule E)
                           at the end of Phase III  (unless  extended  beyond 15
                           years).  Duquesne  will perform the  installation  of
                           these meters/modems at the customer's location,  with
                           Contractor responsible for establishing the necessary
                           connection  at the  MV-90  head  end  system  through
                           installation  of head end equipment such as the MV-90
                           server and modems.

                  3.1.5    Three Phase Communication Links

                           Contractor   will  be   responsible   for   providing
                           communication   links  via  trunk   radio,   CDPD  or
                           telephone     connections,      including     monthly
                           communication     charges    if    any,    for    all
                           transformer-rated three-phase services (approximately
                           * accounts).  The trunk radio  communications  option
                           may  be  selected  by   Contractor   for  meters  not
                           utilizing or requiring a telephone line connection if
                           trunk  radio is  available  and  compatible  with the
                           MV-90  system as  described  in Figure 3-1.  Duquesne
                           will provide  connections and assume  operating costs
                           for the remaining * three-phase meters.

                  3.1.6    MV-90 Installation and Interfaces

                           Contractor   will   install  the  MV-90   system  and
                           appropriate  billing and data  interfaces (see Figure
                           3-1) such that the  transition to automated  services
                           will be smooth.  Three phase interfaces with billing,
                           DISCuS,  data  warehouse  or  other  systems  will be
                           provided by Contractor  in sufficient  time to permit
                           continued  orderly  processing of all accounts by the
                           respective implementation dates on Schedule J and the
                           project interface priority list (Figure 3-2).

                  3.1.7    Installation Timetable

                           Figure 3-1 describes  the timetable for  installation
                           of single and three phase ABB PowerPlus  Alphas using
                           shared as well as separate  phone lines,  trunk radio
                           or other communications medium.

         3.2      Metering Services

                  The  Contractor  shall  assume  responsibility  for all  Meter
                  purchase and ownership  functions  described in the Agreement.
                  Beginning  in Phase II, the  Contractor  will  inspect,  test,
                  install,  remove and maintain all Meters on which an ERT, * or
                  DCI Sentry device has been  installed.  Duquesne will continue
                  to inspect,  test,  install,  remove and  maintain  all Meters
                  which  are not  automated.  Duquesne  will  also  continue  to
                  perform  the actual  physical  connect and  disconnect  on all
                  meters during the term of the Agreement.  The Contractor  will
                  establish   appropriate  trained  staff  to  perform  required
                  support   functions.   Duquesne  and  the   Contractor   shall
                  coordinate  the   transition  of  three  phase   customers  to
                  automated  three-phase  metering and related services based on
                  installation  of  the  MV-90  system.  The  metering  services
                  functions  required to support the Agreement Meter  provisions
                  are as follows:


                    1.   The Contractor shall provide installation,  inspection,
                         testing and maintenance  functions for all single-phase
                         meters  at a level  that  is  consistent  with  Prudent
                         Utility  Practices and regulatory  requirements.  Meter
                         inspection  and  maintenance  activities  initiated  by
                         Duquesne must be completed by Itron within * of receipt
                         of  a  service  order  (using  appropriate  work  order
                         management system; notification before 3:00 p.m.). This
                         effort includes  requirements for Meter  installations,
                         removals,  periodic  and  sample  testing,  inspections
                         required for customer inquiries,  high bill complaints,
                         tampering or other reasons, and maintenance and general
                         repairs of all damaged or defective  meters and related
                         equipment encountered by the Contractor or requested by
                         Duquesne.   All  data  required  for  recordkeeping  or
                         customer   response   purposes  shall  be  provided  to
                         Duquesne  in the  manner and form  consistent  with the
                         Agreement.

                    2.   The  Contractor   shall  establish  a  Meter  test  and
                         maintenance   facility   as  accepted  by  Duquesne  to
                         complete  all  single-phase  meter  test  requirements,
                         repair  functions  and ERT or single  phase Alpha meter
                         installation and testing  activities  necessary to meet
                         system requirements.  All testing shall be performed to
                         meet test  requirements  established  under Schedule F.
                         Recordkeeping  and  reporting  requirements  associated
                         with these  activities  shall be maintained  consistent
                         with the Agreement.

                    3.   Sufficient  metering  services  support  staff shall be
                         required to accomplish the required meter services, and
                         to  complete  meter  sets  and  removals  within  *  of
                         notification    by    Duquesne    (same    notification
                         requirements   as   above).    Sufficient    Contractor
                         supervisory personnel shall also be required to oversee
                         this  effort and ensure  that all  obligations  covered
                         under the Agreement are satisfied.  Duquesne  agrees to
                         provide  supervisory  oversight  during the  transition
                         period,  in order to assist the  Contractor in ensuring
                         that   all   recordkeeping   requirements,   regulatory
                         compliance  issues,   and  customer   satisfaction  are
                         maintained.

                    4.   During the  Agreement,  Duquesne  shall retain  overall
                         responsibility for all engineering support,  standards,
                         procedures,   policies,   and  technology   enhancement
                         functions related to the metering services contained in
                         this Section.  Contractor shall maintain  equipment and
                         facilities that meet all standards for safety,  quality
                         and performance



                    and include  appropriate  advanced metering  technologies to
                    ensure that the  overall  meter  population  does not become
                    technologically  obsolete during the term of this Agreement.
                    Duquesne  shall  provide  all   historical   data  necessary
                    permitting the Contractor to evaluate its costs and expected
                    resource requirements during this period.

                    5.   Contractor shall utilize  intelligence at the meter for
                         computing  and  retrieving  both single and three phase
                         demand  and  higher  level  customer  consumption  data
                         through the fixed network or through the fixed network,
                         including  MV-90  applications.  The  System  shall  be
                         capable of  retrieving  the required  consumption  data
                         from all meters connected to the fixed network.

                          6.  Contractor shall qualify its labor force to ensure
                              that all personnel  possess the  necessary  skills
                              and knowledge required to perform all required job
                              functions  in  compliance   with  Prudent  Utility
                              Practices and  regulatory  requirements.  Although
                              Duquesne  shall not be  directly  responsible  for
                              training   Contractor    maintenance    personnel,
                              assistance   shall  be  provided   to   Contractor
                              trainers regarding  Duquesne's  specific standards
                              and practices.

                          7.  All   necessary   test   equipment,   tools,   and
                              associated  accessories  to be used by  Contractor
                              field  maintenance  crews shall be provided by the
                              Contractor and comply with Duquesne's requirements
                              and specifications.

                          8.  Duquesne  recognizes  that certain details related
                              to test,  maintenance and inspection  requirements
                              shall  require   further   evaluation.   Necessary
                              material to support this effort are  available for
                              review.

                    9.  Installation  of ERT retrofit kits shall be accomplished
                    in one of two  manners.  For new  meters ERT  retrofit  kits
                    shall be installed by the meter manufacturer. The new, ERT'd
                    meters shall be exchanged  with current meters in the field.
                    The Contractor shall select a sample of * from each shipment
                    of * new ERT equipped meters and perform a meter calibration
                    accuracy  test in  their  retrofit  center  prior  to  field
                    install.  The old meters  that are being  replaced  with new
                    ERT'd meters shall be sorted by the Contractor  and/or their
                    sub-contractor  according  to criteria set forth in Schedule
                    G. Meters meeting  acceptable  reuse criteria shall have ERT
                    retrofit   kits   installed  by  the   Contractor  or  their
                    sub-contractor.   Following  ERT  module  installation,  all
                    retrofitted  meters shall be tested and  recalibrated by the
                    Contractor  per  Duquesne  specifications  and  Pennsylvania
                    P.U.C. rules.

                          10. Testing of new or retrofitted  single phase meters
                              by the  Contractor  shall be conducted in a timely
                              manner to allow proper  inventory levels for field
                              installation.  Three phase meters shall  generally
                              be tested at the manufacturer's location and shall
                              meet Duquesne's  specifications prior to shipping.
                              All  retrofitted  single phase meters shall have a
                              bar code  label  attached  by the  Contractor  per
                              Duquesne specifications. During Phases II and III,
                              the  Contractor  shall  retain the option to scrap
                              any old  meters  and  replace  them with new ERT'd
                              meters as necessary  and  appropriate,  consistent
                              with Duquesne's requirements.






                          11. Field-related  meter  installation  and  servicing
                              activities   by  Contractor   personnel   will  be
                              performed in a manner which  maintains  Duquesne's
                              monthly customer  satisfaction  ratings.  Customer
                              satisfaction  ratings  will  be  determined  as  a
                              result of  feedback  received  from  customers  at
                              whose locations  Contractor  performs work related
                              to the Agreement.  A Customer  Satisfaction Survey
                              card,  supplied  by  Duquesne,  will be left  with
                              customer for return to Duquesne.  Contractor  will
                              supply   a   monthly    exception   report   where
                              appropriate.  Performance will be calculated based
                              on the number of surveys  returned for the current
                              month with categories weighted as shown below:

                                      Friendly and Courteous                 *
                                      Timely                                 *
                                      Professional and Competent             *
                                      Respected Property                      *
                                      Presentable                            *

         3.3      Meter Reading Activities

                  During and upon completion of Phase II, as routes are assigned
                  or accepted,  all meter reading activities shall be handled by
                  the  Contractor,   except  for  three  phase  meters  awaiting
                  connection to MV-90. Readings shall be provided for all meters
                  on the  Duquesne  system,  either via the fixed  network,  the
                  MV-90 system  applications  or by mobile or manual  methods as
                  follows:

                  Fixed  Network  - Provide  a  minimum  of daily  reads for all
                  meters  which  are  covered  by  the  fixed  network.  Provide
                  consumption or other data for advanced services at the pricing
                  levels described in Schedule D.

                  Mobile -  Monthly  billing  reads  shall be  provided  via the
                  mobile  system  for  all  meters  which  have a  Meter  Module
                  installed but are not covered by the fixed network.

                  Manual - Duquesne  will  continue to read three  phase  demand
                  meters  and single  phase  meters  until  they are  automated.
                  Contractor may also retrieve readings  manually,  from time to
                  time, where automated systems are unable to retrieve data.

                  MV-90 System - Daily or more  frequent  reads will be provided
                  for all three phase and large  (greater  than * ) single phase
                  customers equipped with an ABB PowerPlus Alpha meter. All such
                  meters will be capable of  delivering  advanced  rates such as
                  time-of-use or interval data for load profile as contracted by
                  Duquesne per Schedule D.

         3.4      Meter Records

                  Maintaining  accurate  records for meters is critical  towards
                  achieving  Duquesne's goal for accurate  customer  billing and
                  customer  satisfaction.  This  goal  is  best  achieved  using
                  DISCuS,  Duquesne's  Information  System for Customer Service.
                  This  state-of-the-art  system  integrates five major customer
                  service subsystems  including meter records which supports the
                  functions  of  maintaining  meter  device,  test and  location
                  information.

                  During the Agreement, the Contractor shall maintain records of
                  all  meter   transactions   and  update  DISCuS   records  per
                  specifications. Duquesne shall provide the necessary access to
                  its information systems to perform the required record keeping
                  functions.

         3.5      Field Installation

                  The Contractor shall provide the equipment and labor necessary
                  to install,  verify  operation,  and complete all single phase
                  (except for installations  performed by Duquesne in accordance
                  with  Section  3.9  of the  Agreement)  Meter  exchanges,  CCU
                  installations,  and NCN  installations.  This effort  includes
                  scheduling  the work  and  arranging  appointments,  following
                  criteria  established  by  Duquesne  (Meter  installation  for
                  identified  socket and A-Base meter sets, not including tamper
                  or diversion of service  investigation,  etc.). The Contractor
                  shall install the necessary communications  facilities,  power
                  transformers,  service lines and connections needed to provide
                  a  fully  functional,  installed  fixed  network  and  headend
                  applications  including  MV-90  as  required  to  satisfy  the
                  Agreement.   Duquesne  will  provide   available   information
                  concerning the existing pole and transformer population.

                  The  Contractor   shall   complete  Meter   exchanges  on  all
                  identified meters in the Duquesne services area.

                            The installation  crews shall utilize off peak hours
                           if  necessary  to attempt to  contact  customers  for
                           inaccessible locations

                            The  field  installer  shall  visit  the  house  and
                           attempt access to the meters for installation  (field
                           attempt number one).

                            If the meter is inaccessible or the installer cannot
                           gain  access to the meter or work on the meter due to
                           customer  related  issues,  the field installer shall
                           leave a door hanger  provided  by  Duquesne  (written
                           notice number one).

                            If  questions  arise  due to  inaccessibility,  work
                           which can not be  completed,  or  differences  in the
                           parallel  testing efforts  (incorrect  meter numbers,
                           different   addresses,   meter  reading  differences,
                           etc.),  Duquesne  and the  Contractor  shall  conduct
                           individual  or joint  inspections  to agree on how to
                           proceed.

                            On a separate occasion, typically another day of the
                           week, the field installer shall re-visit the house to
                           install the new ERT'd  Meter  (field  attempt  number
                           two).

                            If the meter is still inaccessible, the installation
                           crews shall notify the Contractor to send a post card
                           notice.  Requesting access and appointment scheduling
                           (written notice number two).

                            The field  installer  shall  attempt to install  the
                           ERT'd  Meter  a  final  time  (field  attempt  number
                           three).

                  The Contractor  shall  establish a reserve fund of up to * for
                  the  purpose  of   handling   service   entrance   and  socket
                  modifications required to complete Meter change installations.
                  The overall contract scope change provisions shall be utilized
                  to address and approve  requests in excess of the  established
                  reserve   fund.   Unexpended   amounts  will  be  retained  by
                  Contractor.

                            The Contractor shall establish  appropriate policies
                           and  procedures,  subject to  Duquesne  approval,  to
                           regulate and account for all charges assigned to this
                           reserve fund.  Periodic audits  initiated by Duquesne
                           will be  conducted  to  ensure  the  reserve  fund is
                           properly  administered.  Duquesne  approval  shall be
                           required  for  any  job  transaction  charged  to the
                           reserve  fund in excess of * . The  Contractor  shall
                           provide Duquesne with a monthly statement showing the
                           reserve fund  transaction  details and fund  balances
                           for the  period.  Upon  completion  of Phase II,  all
                           unused  dollars  in the  meter  socket  reserve  fund
                           budget will be retained by the Contractor.

                            If work on the  meter  cannot  be  completed  due to
                           meter issues (such as electrical  wiring  constraints
                           or physical  room for the Meter),  Duquesne  shall be
                           consulted  for  guidance  or other  action  as may be
                           appropriate to resolve the problem.

                            If an A-Base  meter is  encountered,  the  installer
                           shall install a socket adapter to enable installation
                           of the  ERT  equipped  socket  meter.  If the  A-Base
                           socket  adapter  cannot  be  installed  due to  meter
                           issues (such as wiring constraints,  space problem or
                           unsafe  conditions),  Duquesne and  Contractor  shall
                           mutually decide how to proceed.

                            Relocating, replacing, repairing sockets.

                            Unsafe conditions.

                            Required rewiring to meet code specifications.

                  During the time  between  and  following  the first and second
                  inaccessible occurrences, the installation crews shall attempt
                  to contact the customer  premise via telephone for  scheduling
                  and meter access (three telephone attempts). A valid telephone
                  attempt is when the  customer can be reached or when a message
                  is left on an answering  machine or voice mail.  If a meter is
                  inaccessible   and  the  field  installer  has  satisfied  the
                  contracted  number of three attempts and three  telephone call
                  backs,  the customer  account shall be turned over to Duquesne
                  for evaluation.

                  Field   Installation   Specifications   shall   be   developed
                  consistent  with Prudent  Utility  Practices and documented by
                  Contractor,  and  reviewed  and  commented  upon by  Duquesne,
                  including  installation of A-Base adapters,  meter rings, lock
                  bands, suspected tampering,  and seals on electric meters, and
                  other necessary supplies that may be required. These documents
                  shall   cumulatively   be  known  as  the  ERT  Meter   Module
                  Installations manual and shall be issued by the Contractor for
                  Duquesne's review and comment.

                  The installation  process shall be documented to fully explain
                  the procedures and guidelines with respect to the installation
                  of Meter  Modules,  Meter  exchanges  and other  on-site field
                  installation  efforts.  Field  installers  shall  identify and
                  report  unbilled  meters and customers  using without a meter.
                  Meter  exchanges with ERT equipped  meters should be performed
                  as these conditions are encountered. Included in this document
                  shall  be   procedures   for   office   operations,   customer
                  information system data input, installation expectations,  and
                  general guidelines.

                  Duquesne  shall define and  schedule the specific  work routes
                  where  the  ERT  Meter  Modules   shall  be   installed.   The
                  installation  territory  is divided into  specific  work units
                  that  represent  a  cycle  day's  work.  The  work  units  are
                  comprised of Routes that the meter readers  currently  follow.
                  Installation  crews shall  follow the same work Routes  across
                  multiple  work  units  within  a  given  day.  Routes  will be
                  vertically selected across work units to allow for consistent,
                  systematic removal of manual routes across the territory. Such
                  scheduling  shall  attempt to be within the window of the last
                  billing  date  and the  future  reading  date.  Duquesne  will
                  attempt to schedule the Routes to allow efficient installation
                  and permit the information  systems to be updated with current
                  operations.  Work routes shall be selected and  prioritized by
                  Duquesne using a selection  criteria  including (1) "hot spot"
                  identification,  (2) balance  within  routes and work day, (3)
                  large work unit  classification,  (4) parts of a route  versus
                  full  assigned  route (5) billing and  customer  communication
                  schedules.  However,  maintaining  flexibility while selecting
                  work routes is a key  function  that shall be monitored by the
                  project management teams. Routes shall be considered completed
                  when * of the ERT capable  meters have been  retrofitted  with
                  ERT Meter  Modules  and when  certification  testing  has been
                  completed.  Detailed  exception lists shall be prepared by the
                  Contractor  showing  completed  routes  and  accounts  without
                  installed ERTs.

         3.6      Field Equipment and Other Installation Maintenance Items

                  ReadOne  Pro units  are used to  program  ERT  Meter  Modules,
                  assist in the  installation  of the ERT Meter  Modules  on the
                  electric meters in the meter shop, and complete electric meter
                  exchanges via work order  transactions.  All necessary ReadOne
                  Pro handheld  computers and all associated  accessories  (i.e.
                  batteries,  chargers)  to be  used  by  the  Contractor  field
                  installation  and  maintenance  crews shall be provided by the
                  Contractor.  Up to * units  to be used by  Duquesne  employees
                  shall be provided by the  Contractor.  Duquesne  shall provide
                  and accept,  electronically  to the ReadOne  Link  application
                  software,   appropriate  work  order   transactions  based  on
                  selected work units and routes. The ReadOne Pro software shall
                  be modified, as necessary,  to accommodate  Duquesne's service
                  order processing system.

                  Other necessary  equipment shall be provided by the Contractor
                  to further  facilitate the  installation or testing of the ERT
                  Meter Modules and meter exchanges, as well as installation and
                  testing of * , DCI Sentry devices,  single phase ABB PowerPlus
                  Alpha meters, and any other equipment, including communication
                  lines.

                  Installation   and   maintenance   crews   (Contractor's   and
                  Sub-Contractor's   employees)   are   required   to   wear  an
                  identification  vest or shirt  and  badge at all  times  while
                  installing equipment in the field.  Duquesne shall specify the
                  requirements related to proper identification or uniform type.

                  Specific  training  needs shall be  addressed  on an as needed
                  basis during the installation  process. For field installation
                  efforts,   Duquesne  is  not   responsible  for  training  the
                  Contractor  installers directly,  however,  groups of trainers
                  may  require  specific  training  with  regard  to  Duquesne's
                  operating practices.

                  The  Contractor  shall either  provide or upgrade a sufficient
                  number of Duquesne's  existing handheld units, up to eight, to
                  enable  Duquesne  to perform OMR  readings  for the purpose of
                  reviewing and monitoring  readings and service  activities and
                  capabilities.

         3.7      MV-90 System Implementation

                  Automation of large  (transformer  rated, * or greater) single
                  and three phase demand accounts will occur in conjunction with
                  implementation of the UTS MV-90  applications with appropriate
                  interfaces for load research,  load profiling,  power billing,
                  power  quality  event  reporting,  and  enhanced  services  as
                  defined in Schedule D. Access to the MV-90 system hardware and
                  software  will  be  provided  to  Duquesne  by  Contractor  to
                  facilitate an automated  solution for complex  metering by the
                  implementation dates specified on Schedule J.

                  Contractor will provide Duquesne with unrestricted  access and
                  use of all  capabilities of the MV-90 system needed to satisfy
                  Duquesne's business  requirements,  including data collection,
                  validation, editing, totalization, reporting, historical data,
                  load  research  functions,  rate  data,  load  control,  power
                  quality event reporting, outage reporting, etc., as more fully
                  described in the MV-90  Reference Guide and in Schedule B, and
                  will provide maintenance, support, software upgrades and other
                  services  as  provided  under  the  Agreement  at no charge to
                  Duquesne.

                  Duquesne  will operate the system and perform data  processing
                  functions  in   conjunction   with   Contractor   to  minimize
                  operational   requirements   and   redundancy   of  personnel.
                  Contractor   will  install,   test  and  implement  the  MV-90
                  applications  and  hardware  and train  Duquesne  personnel on
                  MV-90 operation.  Thereafter, Duquesne will perform most daily
                  data processing activities.

         3.8      Work Facilities

                  Separate work facilities  shall be required for the Contractor
                  project  team  as  well as the  installation  and  maintenance
                  teams.  The  Contractor  project  team  may  be  located  at a
                  permanent  Operations Center located in a Duquesne facility or
                  some other location.  The facility space requirements include:
                  necessary  work space,  office space,  and also shop space and
                  storage/warehouse  space  needs  which will be  provided  at a
                  Retrofit Center  Facility at a location  approved by Duquesne.
                  Furniture  requirements and accessories shall be determined as
                  necessary. A separate long term maintenance,  test laboratory,
                  and  equipment   storage   facility  shall  be  required  upon
                  completion of the installation process.

                  Installation crew facilities shall include space and operation
                  efficiency systems for operations  involving sufficient number
                  of  people,   training   facilities,   phone   operations  for
                  scheduling  and  appointment  planning,  management,  and  any
                  additional  required  activities.  Warehouse  space  shall  be
                  necessary  to house  shipments  of ERT Meter  Modules from the
                  Contractor,  new single and three phase meter  shipments  from
                  the meter  manufacturer,  reconditioned  meters  and  returned
                  meters  from the  field  to be  scrapped.  Similarly  equipped
                  facilities shall be required for a maintenance crew.

         3.9      New Developments

                  ERT Meter Modules and associated  reading devices  (Handhelds,
                  DataCommand Units, Cell Control Units and all other equipment)
                  are typically  designed with backward  compatibility to ensure
                  that future technology developments can be adapted and applied
                  to   existing   systems.   While  the   direction   of  future
                  developments  during the  15-year  Term  cannot be  completely
                  predicted,  Contractor  guarantees  that as a minimum  it will
                  maintain the  Equipment  to ensure that all services  included
                  under the Agreement will continue to be provided.

                  As  future  ERT  Meter  Modules  are  developed,  the  reading
                  technologies  are  expected  to be able to read and  implement
                  available functionality. New ERT development may include added
                  functionality.   For  example,   there  are  currently   three
                  generations  of gas ERTs with  expanded  functionality  in the
                  field  that are all  being  read  with the same  devices.  The
                  Contractor shall contact Duquesne  management upon the release
                  of new ERT and system products that may be possible  additions
                  to the Duquesne system, when they are available.

                  As system  components  are  modified  and  updated,  including
                  software,  hardware, and firmware, the Contractor shall notify
                  Duquesne concerning recommended operational adjustments to the
                  fixed  network  system  affecting   Duquesne's  operation  and
                  maintenance.  It is  understood  by both  the  Contractor  and
                  Duquesne that future enhancements, and upgrades of the Genesis
                  Fixed   Network   and   MV-90   system   software,   automated
                  applications,  and related  improvements  shall be provided to
                  Duquesne  during  the period of the  Agreement  via the change
                  order  process,   except  for  those  items  provided  by  the
                  Contractor to its other customers under maintenance agreements
                  at no additional charge. It is also understood by both parties
                  that * shall be given to Duquesne,  throughout the term of the
                  Agreement.  This includes any MV-90 system and network related
                  applications or client end use applications  software that may
                  be developed  and would be desirable  and provide  benefits to
                  Duquesne.

         3.10     Project Schedule (Gantt Chart - High Level)

                  An  essential  part of any  project  is the  ability  to track
                  milestones  and tasks.  The project  schedule is the tool that
                  shall be implemented to track milestone dates, tactical items,
                  and   responsibility   check   points.   (See  Section   2.3.2
                  Scheduling)  Contractor  agrees to support the milestone dates
                  outlined in the revised Schedule J.

         3.11     Delivery Schedule

                  The  Contractor  shall provide a system that shall include the
                  necessary  software  and  hardware  to  provide  the  required
                  functionality.  Appropriate  inventory  lead  times  shall  be
                  followed  as  necessary  to  maintain  scheduled  installation
                  activities in accordance with the installation schedule.

         3.12     ERT Installation Schedule

                  The  following  Meter  Module  Installation  Schedule has been
                  developed to support the ERT installation  project  Milestones
                  listed on the revised  Schedule J. The Contractor will meet or
                  exceed this  Schedule  as required to achieve the  Agreement's
                  September 30, 1997 Milestone completion date.
----------------------- -------------------------------------- --------------- --------------------- MONTHLY CUMULATIVE MONTH DESCRIPTION INSTALLS INSTALLS ----------------------- -------------------------------------- --------------- --------------------- ----------------------- -------------------------------------- --------------- --------------------- * Begin Installation * * ----------------------- -------------------------------------- --------------- --------------------- ----------------------- -------------------------------------- --------------- --------------------- * * * ----------------------- -------------------------------------- --------------- --------------------- ----------------------- -------------------------------------- --------------- --------------------- * * * ----------------------- -------------------------------------- --------------- --------------------- ----------------------- -------------------------------------- --------------- --------------------- * * * ----------------------- -------------------------------------- --------------- --------------------- ----------------------- -------------------------------------- --------------- --------------------- * Begin Retrofit Operations * * ----------------------- -------------------------------------- --------------- --------------------- ----------------------- -------------------------------------- --------------- --------------------- * Ramp Up Meter Installations * * ----------------------- -------------------------------------- --------------- --------------------- ----------------------- -------------------------------------- --------------- --------------------- * * * ----------------------- -------------------------------------- --------------- --------------------- ----------------------- -------------------------------------- --------------- --------------------- * Stabilize Installations * * ----------------------- -------------------------------------- --------------- --------------------- ----------------------- -------------------------------------- --------------- --------------------- * * * ----------------------- -------------------------------------- --------------- --------------------- ----------------------- -------------------------------------- --------------- --------------------- * * * ----------------------- -------------------------------------- --------------- --------------------- ----------------------- -------------------------------------- --------------- --------------------- * Peak Installations Achieved * * ----------------------- -------------------------------------- --------------- --------------------- ----------------------- -------------------------------------- --------------- --------------------- * * * ----------------------- -------------------------------------- --------------- --------------------- ----------------------- -------------------------------------- --------------- --------------------- * Ramp Down Meter Installations * * ----------------------- -------------------------------------- --------------- --------------------- ----------------------- -------------------------------------- --------------- --------------------- * * * ----------------------- -------------------------------------- --------------- --------------------- ----------------------- -------------------------------------- --------------- --------------------- * * * ----------------------- -------------------------------------- --------------- --------------------- ----------------------- -------------------------------------- --------------- --------------------- * Complete Initial Contact * * ( * Customers) ----------------------- -------------------------------------- --------------- --------------------- ----------------------- -------------------------------------- --------------- --------------------- * Complete Route Saturation/Cleanup * * ----------------------- -------------------------------------- --------------- ---------------------
Notes: 1) Monthly installs are actual totals through June 30, 1997. 2) Contractor will achieve appropriate mix of new and reconditioned Meters to assure installation schedule can be achieved in a timely manner. 3) Above schedule excludes final URD deployment requirements related to use of DCI Sentry devices (see Schedule J). 4) All ERT'd meters, excluding certain exempted accounts, should be installed by September 30,1997. 3.13 Fixed Network/MV-90 Equipment Installation Contractor shall install all fixed network equipment, single phase PowerPlus Alpha meters with communication lines, and MV-90 hardware and software by the dates shown on Schedule J. Sufficient GIHP hardware should be deployed to support a * account fixed network by December 31, 1997. Installation of end point devices such as DCI Sentry, * , three phase Alphas, etc. should support the revised project schedule. 3.14 Contractor Responsibilities The following items are included under the responsibilities for the Contractor. Any tools and equipment necessary to complete installation of the fixed network, MV-90 and single phase end point devices are the responsibility of the Contractor. Delivery of fixed network systems, applications and MV-90 documentation: - Operating Manuals and Tutorials - System Description - Functional Specifications or Reference Guides - Licenses (described elsewhere in the Agreement) Delivery of MAMR system & documentation. Delivery of at least * for reading ERTs not on the Network. Project management services. ERT Meter Modules, ReadOne Pro units, OMR handheld units, CCUs, NCNs, GIHP, MV-90 system including all hardware, single and three phase PowerPlus Alpha meters, other end point and network hardware as required to satisfy the delivery of data devices such as * and DCI Sentry. Ship hardware per installation schedule. Provide ReadOne Link. Supply, configure, integrate GIHP software, databases, NMS software, customer information system software, client applications software related to network, MV-90 software, communications software for linkage of PowerPlus Alpha meters to MV-90. Supply, configure, integrate DCLINK software and DCU system software. Install ERT Meter Module retrofits on new and old meters in a meter shop atmosphere; Meters shall be tested before installing in the field. Install single phase PowerPlus Alpha meters. Perform single phase Meter field exchange and customer data update process. Supervise shipment schedules. Track and verify financial and budgets, provide management reports. Provide maintenance support, testing, meter changes, inspections, repairs of single-phase meters, and associated end point devices. Provide all equipment necessary to test Meters in field and shop. Provide office and shop equipment for the installation crews (i.e. PCs, shop benches, vests, id badges). Supply additional client software related to network management and applications herein. Recycle/Scrap old meters not being reconditioned (except for three phase, single phase demand meters). (During Phase II, as-found testing and register readings will not be required.) Perform testing and calibration of meters before field installation. Supply equipment and train installers for the installation of the ERT Modules, Meters, CCUs, NCNs, and any other end point devices to be installed by Contractor. Acquire shop office, lab and warehouse space for installation and meter shop operations. Complete installation of A-Base adapters and replacement of all lock bands. Complete installation of necessary communications lines where no Duquesne communication facilities exist; install communication lines for single phase and transformer-rated three phase PowerPlus Alpha meters (approximately * accounts) to MV-90 system. Locate and acquire tower space for NCNs where no Duquesne towers exist. Install transformers, service lines, and connections to Duquesne's facilities as needed to energize the Contractor equipment. Secure Rights of Way on third party locations not owned by Duquesne. 3.15 Duquesne Responsibilities The following items are included under the responsibilities for Duquesne. Use of Duquesne pole space where available. Use of Duquesne tower space where available. Use of Duquesne communication lines where available. Provide space for NCNs on Duquesne owned towers. Review and comment on standard documentation. Provide access to Duquesne's facilities for on-site work by the Contractor. Assist with route scheduling, training, support, management. Audit installation quality. Evaluate obsolete and non-functioning meters. Provide available electric meter installation procedures and instructions in written form. This allows the Contractor and its representatives to follow proper installation techniques that meet Duquesne's criteria. Provide materials for Meter installations which are the responsibility of Duquesne, thus provided by Duquesne (locking bands, all sealing devices, and A-Base adapters). Provide locking bands (appropriate number of keys shall be provided to the Contractor). Contractor will follow appropriate procedures for securing and tracking keys provided by Duquesne. Public Relation fliers, bulletins, announcements, postcards, postage, door hangers. Review of installation goals, schedules and procedures. Provide installation labor to support installation of three phase PowerPlus Alpha meters (see Section on Meter installations). Provide communication links for approximately * three phase self-contained meters which are not Contractor's responsibility. Provide personnel for operation of MV-90 software and processing of information collected therefrom.
Communications Link Alternatives Diagram Three Phase Meter Installations Installation Timetable Final Deployment Period Final Deployment Period (Stage II) First (1) Limited Option (Stage I) a) Remaining Pass Installation Period Customer Installations a) Limited Option Customers Installations Completed (Shared Telephone Lines) Begin (2) b) Customer Choice Option b) * by * , Customers * by * - ---------------------------- --------------------------- --------------------------------- ------------------------------ * * * * * Final Deployment Date - --------------------------- ----------------------- ------------------------------------------------------------- Initial Remaining Population: Remaining Population: * Meters Population: * Meters * Meters Alternative Carriers: * Difficult Locations: Trunk Radio/Separate Line: * Anticipated Installation: * Meters Telephone/RF/Private Carrier Options (3) * Meters (Telephone Lines) - --------------------------- ----------------------- ------------------------------------------------------------- First Pass Projected Location Success Rate: Trunk Radio Success Rate: * or Alternative Carrier: * Remaining Customers * Projected Final Deployment Profile ( * meters) Communication Private Cost Responsibility First Pass Limited Option Line Alternative Trunk Radio ------------------- ---------- -------------- ---------------- ----------- Contractor * * * * Duquesne * * * * TOTAL * * * * Total Contractor Responsibility: * Three Phase Meters Total Duquesne Responsibility: * Three Phase Meters
I. Communications Alternatives Several communication link options are available for use by Contractor to support the installation of three-phase metering through the MV-90 translation system. These options include telephone lines, trunk radio or CDPD cellular service depending on such factors as cost, reliability, availability, and customer impact. Contractor and Duquesne both agree to utilize best efforts to minimize communication costs and to work jointly to optimize the installation with the least possible impact on either Company. a) Duquesne agrees to make available its proposed trunk radio system for three-phase communication services at no charge to Contractor other than payment of incremental head end and technical support costs associated with use of this system, if and when the trunk radio system becomes available. Such costs would be appropriate only for the three phase, and also the single phase ABB Alpha meters for which Contractor has communication responsibility. b) Duquesne agrees to aggressively promote the use of shared telephone facilities to minimize the cost to Contractor for payment of monthly line charges or other communication costs. In this regard, Duquesne will initiate a customer notification and authorization program with its customers. FIGURE 3-1 c) Contractor and Duquesne will aggressively pursue the installation of shared telephone line connections, and separate telephone connections for customers where there is no suitable alternative to meet Duquesne's timetable for completion of installation efforts identified in this section. d) For customers where shared lines are not an option, Contractor will subsequently pursue the use of trunk radio technology or other private carrier options as the next alternative after shared telephone line communications until such time as other alternatives are ruled out, or until the * final deployment date. e) Beginning * , once the final communication choice is determined, Duquesne will aggressively pursue the installation of the remaining three-phase meters using the appropriate communications medium until all installations are completed. Contractor agrees to support completion of and provide system support for * of all three-phase installations by * and * by * , with the understanding that existing customers opting for customer choice (Customer Choice Option Customers) will be connected by any available communication means if requested by Duquesne from * until completion. II. Definitions a) Shared Telephone Lines: Existing telephone connections already in use by the customer which can be interconnected to the telephone modem to provide the necessary communications capability. b) Separate Telephone Connection: If customer fails to agree to a shared connection, a separate line can be brought in to operate the meter device and modem. This "exclusive" line may cost an estimated * per month in addition to the approximate * /minute per day data packet charges incurred on all telephone line connections. c) Limited Option Customer: Some customers, due to location, physical restriction or other reason, may require separate telephone line connections as the only feasible method for communication with the meter, if they have not already agreed to shared telephone lines. d) Final Deployment Date: The date specified in the agreement for commencement of final deployment efforts using the available communications alternative. e) Customer Choice Option Customer: A customer potentially desiring to shift to an alternate energy supplier will be a candidate for immediate connection to MV-90, using separate telephone lines if necessary, from * until completion, if requested by Duquesne. III. Projected Deployment Formula On or around * Duquesne will begin deployment of the ABB PowerPlus Alpha meters with telephone line connections using the shared line alternative. This approach should produce an estimated * acceptance rate. Beginning * , (Stage I) efforts will begin to install metering for the Limited Option Customers (estimated to be * of the population) where RF communications methods are not believed to be a viable alternative. Contractor also agrees to proceed with connections to Customer Choice Option customers beginning * (or beginning * if Duquesne pays the line charges until then). FIGURE 3-1 (CONTINUED) Installation efforts will continue in this manner until * , or earlier if acceptable communications alternatives are found. At that time, the final deployment rollout effort (Stage II) will commence using the appropriate communications alternative, shown on the installation chart. By * , * of all installations will be completed, with * completed by * . Notes: 1) Contractor limited to one time telephone installation and/or service activation charge of * per customer per installation for three phase Alpha installations (no limit for single phase Alphas). Duquesne is responsible for three phase telephone installation charges in excess of this amount. 2) Installation of Limited Option Customers can begin * if Duquesne pays line charges until * . 3) Contractor's line costs are capped at * per month over the length of the Agreement. 4) Contractor will provide the appropriate modem type in each ABB PowerPlus Alpha meter that coincides with the type of communications link that will be used. FIGURE 3-1 (CONTINUED) GIHP/MV-90 INTERFACE PRIORITY LIST Following is a listing of identified interface priorities to date based on Duquesne's current understanding of Contractor's proposed MV-90 system functionality and data flow paths. 1. Billing Interface Requirements a) Sentry Consumption Data Through Fixed Network * b) MV-90 Determinants - Power Billing Package Delivered * c) MV-90 Billing Determinants - (Current Complex Meters - * )* d) Consumption/Demand/KVAR Through DCI, DCO, HHC & MV-90 * e) * Consumption/Demand Data Through Fixed Network * 2. Daily Consumption Data Through Daily Reads Processing a) Kilowatt Demand (Daily Reads with KVAR & TOU) - MV-90 System * b) KWHR Consumption (Daily Reads with Demand) - Sentry/ * Devices * c) TOU Data Collection (Version 2.5 Software) * 3. Load Profile Accounts a) MV-90 to Data Warehouse Interface - Interval Data-Class Profile?* b) Standard ERT'd Meters on Fixed Network - Up to * Intervals* c) * Meters - Interval Data * d) Sentry DCI - Interval Data * 4. Rate Scheduling Interfaces ( * Required) a) Assigning Device to Rate * b) Create New Rates * 5. Events and Alarms) a) CCU Outage Detection * * b) CCU Outage Detection * * c) Alpha Meter Outage * d) * * e) Sentry Outage * 6. Real Time Pricing a) C&I Accounts Through MV-90 RTP Package (Large) * b) C&I Near Real-Time Interface (Small) * c) Fixed Network Accounts Through Near Real-Time Interface * (Potential * Requirement) 7. On-Request Reads * 8. Virtual Turn On/Off * 9. MV-90/DISCuS/Data Warehouse Data Synchronization * The above list is not considered final. Continuing evaluation of MV-90 and GIHP applications, such as load research and power billing system, is expected to identify other critical interfaces which will be evaluated for appropriate file transfer mechanism (such as * ) and required implementation date. NOTE: PBS Power Billing Package delivered * will support an operational date of * . FIGURE 3-2 4. FIXED NETWORK SYSTEM COMPONENTS - ------------------------------------------------------------------------------ 4.1 Description Fixed network and MV-90 implementation will be accomplished by installing a fully functional, vertically integrated system for data acquisition purposes, including the Genesis system for standard ERT, DCI Sentry and * applications, and the MV-90 system for three phase and large (transformer rated, * or greater). Within the Duquesne territory, the Contractor shall install fixed network components to gather data on Duquesne customer usage. Provide fixed network data acquisition, all meters in Duquesne's service area shall be saturated with ERT Meter Modules. The fixed network system shall utilize radio or other communications, which have been integrated with the Cell Control Units (CCU), Network Control Nodes (NCN) and GIHP to remotely communicate with the ERT Meter Modules in the saturated area and gather data on each customer's usage. The MV-90 system shall utilize communication links as necessary to deliver data between the ABB PowerPlus Alpha meters and headend systems including MV-90 software applications. 4.2 Hardware Deliverables 4.2.1 ERT/ * /Sentry Meter Modules Contractor shall provide and install Meter Modules, * or DCI Sentrys for the Contractor's installation in the Duquesne service area. Specific quantities of equipment types for electric meters shall be determined based on installation within the territory. Retrofit kits shall be delivered for installation on existing meters; additionally, Contractor should identify planned meter acquisition to allow for meters to be delivered from the meter manufacturers with ERT Meter Modules already installed. The exact type and manufacturer of these meters shall be coordinated with Duquesne and can be any of the meters on Duquesne's approved Contractor meter list. ERTs and * are a low power radio meter modules used in the Contractor's Off-Site Meter Reading (OMR), Mobile AMR (MAMR) and fixed network AMR systems. They are designed to encode consumption and tamper detection on electric, gas, and water meters, receive a radio frequency "wake-up" signal from and transmit data back to the reading device transceiver. (Please refer to the ERT Meter Module, * or DCI Sentry product specification sheets for specific equipment information and specifications.) Contractor shall implement a technology that is capable of retrieving demand and higher level consumption data from the meter. The ABB alpha meter and * are two alternatives that are available to meet this requirement. Other mutually agreed solutions may become available to meet this requirement if best industry practices and regulatory requirements can be satisfied. 4.2.2 ERT Meter Module Operation The high data integrity during transmission of the ERT Meter Modules is achieved through a sophisticated preamble and Cyclic Redundancy Check (CRC) technique that assures data integrity. The Manchester-encoded data includes the following information: Preamble ERT meter module identification Electric consumption Tamper status CRC error check The ERT Meter Module also incorporates a theft detection or tamper feature. Individual tamper indicators are counted when the ERT Meter Module experiences a meter removal/inversion and when the ERT Meter Module is tilted past a 60 degree angle in any direction. These separate tamper flags are then transferred to the billing computer and can be compared to previous counts for possible theft detection. The electric ERT Meter Module receives power from an AC transformer connected to the primary side of the potential coil. The ERT Meter Module is tested to meet appropriate ANSI C12, 1988 specifications. For complete reference, the test results from the ANSI testing shall be made available to Duquesne upon request; Duquesne Meter Engineering has received copies of the test results. The pulse initiator technology of the electric ERT Meter Module utilizes reflective optics located behind the meter nameplate and is a proven technology that ensures reliable retrieval of consumption data. A light absorbing stripe is placed under the meter disk and activates the optical sensor with no added drag to the disk. A common housing provides shrouding and secure mounting with no adjustment. The electric ERT Meter Module shall incorporate a theft detection feature. Individual tamper indicators are counted when the ERT Meter Module experiences a power down/up and is tilted past a 60 degree angle in any direction. The tamper status is compared to its previous state and any change would be reported as a suspected tamper. 4.2.3 * /DCI Sentry Devices These fixed network devices function in accordance with the specifications included in Schedule B and will provide special purpose end point applications as required to meet contractual requirements for daily reads, demand and interval data or to provide advanced services when contracted by Duquesne per Schedule D. Contractor will be responsible for the telephone line charges associated with DCI Sentry installation and operation; this device will be limited in use to achieve fixed network coverage and for other residential applications such as URD unless alternate uses are subsequently approved by Duquesne. Other similar devices may be developed from time to time during the course of the Agreement which may be utilized subject to review and approval by Duquesne based on best industry practices and regulatory requirements. Specifications for such approved devices will be provided by Itron for inclusion in Schedule B. 4.2.4 Cell Control Units (CCU) Sufficient CCUs shall be delivered installed and appropriately placed for reading the Meter Modules. The CCUs shall be installed by the Contractor in conjunction with Duquesne to collect data from the meter modules and to monitor power outage conditions at * the CCU * . The CCU is a fixed point data collection device which requests, receives, and stores ERT and * Meter Module data. It shall consist of two radio transmitters, two radio receivers, and a microcomputer all housed in a single cabinet mounted on a pole. An antenna shall be used to transmit the "wake-up" signals and to receive the incoming Meter Module transmissions; these messages operate but are not limited to operate on the * MHz transmit and * MHz receive frequencies. 4.2.5 Network Control Nodes (NCN) Sufficient NCNs shall be installed for communicating to the CCUs, other NCNs and the GIHP. The NCNs shall be located on Duquesne's microwave tower sites (or other appropriate location) and shall be installed by the Contractor in conjunction with Duquesne to collect data from CCUs. The NCN is a fixed point data collection device which requests, receives, and stores meter module data from the CCU. It shall consist of a radio transmitter, a radio receiver, and an industrial computer. An antenna shall be used to transmit messages to the CCU to request ERT data and to send transactional message commands, the antenna also receives and manages data from the CCUs to pass on to the GIHP; these messages operate on the * frequencies (specific * information is covered under non-disclosure agreements in a separate contract and can be obtained by contacting the project management team). 4.2.6 GIHP Computers and Computer Equipment DEC Alpha or IBM RS6000 Workstations, or other compatible physical platform that is mutually agreeable to both Duquesne and the Contractor, shall be provided for the Genesis Itron Host Processor (GIHP) platform. This unit shall operate the real-time relational database polling engine of the Fixed Network. A similar physical workstation shall be used for the operations of the Network Management Software. Moreover, a similar physical workstation shall be used for housing the `historical' relational database that shall be the interface to the client applications and billing interfaces, which shall be an Oracle database. Two network monitoring workstations shall be provided to Duquesne for monitoring network operations. A sufficient quantity of modems shall be necessary to communicate between the NCN and the GIHP, to provide diagnostic support for the NCN, to provide operational support services and assistance in troubleshooting. Modems shall be supplied by the Contractor. Several telecommunications lines shall be necessary to communicate between the NCNs and the GIHP and to provide diagnostic support the of the NCNs. Specific numbers and configuration of the phone lines shall be provided during the installation process. Telecommunication lines not available through Duquesne shall be provided by the Contractor. 4.2.7 UTS MV-90 Translation System Hardware Many different hardware configurations are capable of supporting the MV-90 system. Most importantly, the system must support a large number of customers (approximately * accounts) with efficient data management and timely data throughput. Contractor will provide the necessary system hardware to install the system and provide access to Duquesne's local area network (LAN) through a LAN connection, with a Windows NT operating system and associated drivers required to run the system in a multi-user, multi-tasking environment consistent with the MV-90 system's operational capability. Contractor will provide the appropriate Master Station hardware with backup capable of running the MV-90 System for meter data management. Data collection functions will occur through use of Contractor supplied NT servers and specialized NT workstations, with sufficient capacity to poll all MV-90 meters within an acceptable timeframe and to successfully manage the required data processing and throughput. Based on current data requirements for polling and processing capabilities the UTS mid-range system is targeted for installation, should subsequent information dictate, or system growth require, the installation of increased capacity and throughput, Contractor will increase system capabilities appropriately. 4.2.8 Additional MV-90 Equipment and Support All supporting equipment, including terminal servers if needed, modems, the Local Data Server if needed, specialized NT workstations (cubix system processors), and any other head end hardware required for satisfactory operation of the MV-90 system at Duquesne's level of account activity will be supplied by the Contractor. In addition, Contractor will provide full maintenance support of all MV-90 equipment throughout the term of the Agreement. (A typical hardware installation requirement is shown on Figure 4-1). Duquesne will provide the operational capabilities and support described in Section 3. Contractor will support all equipment required for daily processing, presently anticipated to be three workstations on site at Duquesne. Contractor will not support installations at Duquesne's customer sites for MV-90 read-only RTP installations. 4.3 Software Deliverables Contractor shall provide the following software systems: 4.3.1 GIHP Operating System Software The GIHP system software is the transactional, relational database used by the fixed network collecting information from the system components for presentation to other applications via SQL transactional messages, and shall interface with the Duquesne Customer Information System. The GIHP operating system shall come delivered or be loaded by the Contractor personnel upon delivery. 4.3.2 Genesis Network Management Software IBM NetView 6000 shall be used as the Simple Network Management Protocol (SNMP) network management software. The NCNs and CCUs are SNMP compatible devices and are designed to be managed using SNMP standard software. Thus, IBM NetView 6000 shall be used to manage the Genesis Fixed Network. 4.3.3 Genesis Automatic Meter Reading Software The Automated Meter Reading Software works in conjunction with the Network Management Software in order to collect KWH meter data from the fixed RF network equipment. All standard and newly developed network applications will be provided. 4.3.4 Genesis SQL Client Applications Among the fixed network client applications provided and more fully defined in this Agreement are the following: a) Consumption Metering b) Residential Time-of-Use c) Daily Reads Processing d) Tamper Reporting/Monitoring e) Customer Choice Option Reads f) Virtual Disconnect/Connect g) Upon Request Meter Reads h) Outage Detection/Restoration - CCU Level i) Outage Detection/Restoration - * j) Create Groups k) Group Time-of-Use l) Group Load Profile m) Group Consolidated Consumption 3 Metering n) Group On-Request Reads o) ERT Read Schedule Modifications p) Load Profile q) Storage of History Data r) Database Population s) Interface into Billing t) Interface into SQL Database u) Other Applications as Described in Schedule B 4.3.5 MV-90 Data Management Software Contractor will provide and install the UTS MV-90 Multi-Vendor Translation System software for consolidation and processing of all three phase and transformer rated (greater than * ) single phase services primarily using ABB PowerPlus Alpha meter technology. Included in this system are the following packages (descriptions included in Schedule B): 1) Base System with Reporting Package 2) TOU Option 3) Load Research/Load Profiling 4) Power Quality Functions 5) Real Time Pricing System 6) MV-PBS Power Billing System 7) MV-90 Read Only System 8) UTS Load Control Station Contractor will provide licensing, documentation, installation, training and ongoing software maintenance support for the length of the contract. Contractor will provide services of two system/communication analysts or administrators as necessary for effective operation of the system throughout the term of the Agreement. Hardware for installation of the MV-PBS Power Billing Package will be provided by Duquesne or made available under mutually agreed leasing arrangement. The MV-90 Multi-Vendor Software will include the following software in the base system package for use on the Master System as well as for use on Local Data Servers when used for distributed data collection. MV-90 Base System with Reporting Package Remote Interrogation Package Totalization Package Time-of-Use Package Graphics Package Lotus File Format Package PC to Host File Transfer Package Direct Unload of Handheld Readers Load Research Package A software license agreement will be provided to Duquesne describing all licensing rights granted to Duquesne throughout the Term and will be signed and returned to UTS. All software provided will be standard, currently available applications or, the soon-to-be-released application for MV-PBS. Software customization will be provided via the software development fund. Modifications, enhancements or upgrades provided at no additional cost to other clients under maintenance agreements will be provided at no cost to Duquesne. All other modifications, enhancements or upgrades will be provided to Duquesne with preferred pricing. 4.3.6 ABB PowerPlus Alpha Software In connection with the purchase of single and three phase ABB PowerPlus Alpha meters, ABB will furnish the necessary software to support power quality monitoring functions and management of the C&I meter instrumentation and diagnostic functions. While this software will be supplied with the ABB Alpha meters, interface with DISCuS, MV-90 system or other functions will be required and is identified on the high level architecture provided via Milestone #13 of Schedule J. 4.3.7 Licenses, Training and Support The following licensing rights and support services will be provided to Duquesne:
Monthly Software License License Fee Support Included 1) Multi-Vendor Data Collection * * (Basic License) 2) Oracle Enterprise Database * * User Oracle Silver Support 3) Real-Time Pricing System First * * Customer Software (see * customer Thereafter Schedule D)
Contractor will provide sufficient support to implement the MV-90 system at Duquesne, which will include but not be limited to, Project Administration, hardware/software installation, test plan development and implementation; start-up support, training and preparation of all required documentation. Actual software license(s) will be provided to Duquesne in the event of termination of the Agreement. 4.3.8 MV-90 Documentation Contractor will deliver to Duquesne a complete UTS MV-90 Translation System specification covering all base system software packages and other software deliverables listed in Section 4.3.5 (four (4) sets). In addition, all other required documentation, such as user operating and training guides, hardware and software system descriptions, maintenance guides, diagnostics, security, licenses, warranties, etc., will be provided to Duquesne 30 days prior to installation.
TYPICAL HARDWARE REQUIREMENTS FOR BASE AND ENHANCED MV-90 SYSTEMS I. Master Station Hardware - The following hardware is considered a minimum requirement to support a modest MV-90 collection system (may not meet Duquesne's needs): ------- ------------- ---------------------------------------------------------------------------- ---------------- Item Model Description Quantity ------- ------------- ---------------------------------------------------------------------------- ---------------- ------- ------------- ---------------------------------------------------------------------------- ---------------- 1 Fileserver Compaq ProLiant 2 1 0, 6/200H, Model IS, 160 MB RAM, 3.2GB Hard Drives, RAID Array Controller, Color Monitor, CD ROM, (2) 10/100 ENET Cards ------- ------------- ---------------------------------------------------------------------------- ---------------- ------- ------------- ---------------------------------------------------------------------------- ---------------- 2 TapeDrive Compaq 4/16 GB Tape Drive, Cheyenne Arcserver for NT, Single Server, (10) 1 4GB Tapes/Tape Cleaning ------- ------------- ---------------------------------------------------------------------------- ---------------- ------- ------------- ---------------------------------------------------------------------------- ---------------- 3 NT MS NT Server, V4.0, 100 User 1 ------- ------------- ---------------------------------------------------------------------------- ---------------- ------- ------------- ---------------------------------------------------------------------------- ---------------- 4 Octopus with Super Automatic Switchover, (2) 3COM 10/100 Cards 1 ------- ------------- ---------------------------------------------------------------------------- ---------------- ------- ------------- ---------------------------------------------------------------------------- ---------------- 5 (2) 3COM SuperStack II Switch, (2) 100TX Ports, (64) 10TX Ports 1 ------- ------------- ---------------------------------------------------------------------------- ---------------- ------- ------------- ---------------------------------------------------------------------------- ---------------- 6 Client Compaq Deskpro 2000, 5/133, 16 MB RAM, 1.2GB Hard Drive, Color Monitor, 3 Workstation 3COM PCI 10/100 ENET Card ------- ------------- ---------------------------------------------------------------------------- ---------------- ------- ------------- ---------------------------------------------------------------------------- ---------------- 7 Printer HP Laserjet 4V 600 x 600 DPI, 16PPM Printer 1 ------- ------------- ---------------------------------------------------------------------------- ---------------- ------- ------------- ---------------------------------------------------------------------------- ---------------- 8 Cubix Cubix System 1010 with 64 Processors, 32 MB RAM, 500MB Local Drives ------- ------------- ---------------------------------------------------------------------------- ---------------- ------- ------------- ---------------------------------------------------------------------------- ---------------- Primary Site Hardware Required ------- ------------- ---------------------------------------------------------------------------- ---------------- ------- ------------- ---------------------------------------------------------------------------- ---------------- Backup Site Hardware Recommended ------- ------------- ---------------------------------------------------------------------------- ----------------
II. Higher Capacity - The following enhanced hardware options are provided to support higher level operations and the STAR Data Management System, and may be required to meet Duquesne's needs: ---------- ------------ ----------------------------------------------------------------------- ------------------- Recommended Item Model Description Quantity ---------- ------------ ----------------------------------------------------------------------- ------------------- ---------- ------------ ----------------------------------------------------------------------- ------------------- Option 1 8200 DEC Alpha - Mid-Range System (Main and Backup Site) 2 ---------- ------------ ----------------------------------------------------------------------- ------------------- ---------- ------------ ----------------------------------------------------------------------- ------------------- Option 2 8400 DEC Alpha - High End System (Main and Backup Site) 2 ---------- ------------ ----------------------------------------------------------------------- -------------------
III. Local Data Server - The hardware for the Local Data Server will run MV-90 in a stand-alone NT based computer or on an NT LAN based system. The following hardware is recommended for the Local Data Server: ------- --------------- ------------------------------------------------------------------------------------------- Item Model Description ------- --------------- ------------------------------------------------------------------------------------------- ------- --------------- ------------------------------------------------------------------------------------------- 1 Micron 4100 Magnum Computer, Intel 66MHZ-DX2 Processor, 2X EISA CD-ROM Drive, Windows NT, 32MB RAM, 540MB IDE Hard Drive, 14" Micron Monitor ------- --------------- ------------------------------------------------------------------------------------------- ------- --------------- ------------------------------------------------------------------------------------------- 2 3COM Ethernet Card 16 Bit ISA, Ethernet Cable ------- --------------- ------------------------------------------------------------------------------------------- ------- --------------- ------------------------------------------------------------------------------------------- 3 HP LaserJet 4V 600 x 600 DPI Resolution, 16PPM Printer ------- --------------- -------------------------------------------------------------------------------------------
IV. Terminal Servers (Meters) - Terminal Servers are used to connect meters to a digital communications network. Terminal Servers convert TCP/IP from the communications network into RS-232 for communication with meters. Terminal Servers can support from 1 to 32 serial ports with a single connection to the communications network. The Terminal Servers recommended by UTS include the following: ---------------------------------------------- -------------------------------------------------------------------- Black Box Terminal Server Description ---------------------------------------------- -------------------------------------------------------------------- ---------------------------------------------- -------------------------------------------------------------------- 1-Port Operating Temperature Range: 32F to 113F 4-Port Relative Humidity: 90% Non-Condensing 8-Port Ports: RS-232 (50 Feet) ---------------------------------------------- -------------------------------------------------------------------- ---------------------------------------------- -------------------------------------------------------------------- Xyplex Terminal Server Description ---------------------------------------------- -------------------------------------------------------------------- ---------------------------------------------- -------------------------------------------------------------------- 8-Port Operating Temperature Range: 32F to 113F 20-Port Relative Humidity: 90% Non-Condensing 40-Port Ports: RS-423 (Extended Distance) ---------------------------------------------- --------------------------------------------------------------------
V. Modems - Modems are used to connect meters to telephone lines or other communications mediums for in-bound or out-bound communications. All modems must be Hayes compatible. ---------------------------------------------------------------------- Note: A final decision on Duquesne's MV-90 system requirements, and resulting equipment deliverables, will be made once all applications and interfaces have been evaluated. Required hardware will be delivered by Contractor in time to support the milestone date for MV-90 operation shown on Schedule J. (See also MV-90 Reference Guide for operating requirements.) ------------------------------------------------------------------------ FIGURE 4-1 5. IMPLEMENTATION/INSTALLATION TOOLSETS - ------------------------------------------------------------------------------ 5.1 Description This section describes implementation tools and software components that enable the Contractor to automate the installation of ERT Meter Modules and Cell Control Units, transitional and migratory reading mechanisms, as well as backup reading systems if portions of the network are not operational. The following installation toolsets (ReadOne Pro handheld units, ReadOne Link, ERTInstall) and progressing to other reading systems (OMR/Premierplus, and MAMR) shall be used under this Agreement. 5.2 Electronic Data Interface (EDI)/ReadOne System ReadOne Link and ERTInstall system software packages are installation tools that shall be provided to the installation crews and made available to Duquesne as appropriate under the Services Agreement. These software systems are summarized and described briefly as follows: 5.2.1 ReadOne Pro Units The ReadOne Pro Unit is a handheld data terminal used to install, program and investigate ERT Meter Modules. When used in conjunction with ReadOne Link Software, it electronically routes the installer and captures all ERT module and meter installation information. In addition to capturing all required information, the ReadOne Pro ensures every installation follows the same procedure and that the ERT module is fully functional at the time of installation. The ReadOne Pro transfers all installation data to the ReadOne Link software for reporting and electronic transfer to the utility customer information system. The Contractor shall provide electronic transfer and automatic updating of Duquesne's customer information system directly from the field installation data captured in the ReadOne Pro which greatly improves overall effectiveness by eliminating all manual processes. The installation crews shall be provided ReadOne Pro handheld units by the Contractor, for the installation of the ERT Meter Modules. During the installation for the service area, Duquesne shall be provided * units for installation efforts and oversight activities. 5.2.2 ReadOne Link System Software Contractor shall use ReadOne Link (R1LINK) Software or similar proven PC-based software and designed to streamline the process of implementing the ERT meter modules for automatic meter reading systems. Used in conjunction with ReadOne Pro Units, ReadOne Link Software shall provide computerized scheduling, routing, data transfer to and from the ReadOne Pro, processing of mainframe files and management reporting. ReadOne Link Software schedules, loads and unloads ERT Meter Module installation work orders from the ReadOne Pro Installer Handheld. This software effectively manages the entire ERT meter module installation process. It provides an efficient work station for scheduling appointments for installation work orders, managing labor resource allocation and electronically transferring completed work orders from the ReadOne Pro Installer Handhelds to the utility's customer information system. 5.2.3 ERTInstall Software Contractor shall provide proven ERTInstall software to automate programming of the ERT module in a meter manufacturer or utility shop environment. The ERTInstall application shall eliminate all manual programming by controlling operation of the ReadOne Pro unit through a personal computer and bar code scanner. Additionally, ERTInstall provides electronic records of all programming data as well as the ERT identification and meter number pairings for updating Duquesne's customer information and meter history system. 5.3 Alternative Data Collection Capabilities Contractor shall provide Offsite Meter Reading (OMR) and Mobile Automated Meter Reading (MAMR) systems as alternative meter reading mechanisms for those areas that the fixed network is not economically feasible. These systems shall also provide a backup system in the catastrophic event that the fixed network system becomes non-operational. 5.3.1 Offsite Meter Reading (OMR) System The OMR meter reading system shall combine the use of handheld computers (typically DataCap H or FS/2) and software packages for personal computers (Premierplus) or mainframe-based systems (Integrator). OMR shall consist of manual electronic data collection with the capability to communicate remotely to individual ERT Meter Modules via radio. Duquesne shall be provided * units for normal review and oversight activities. 5.3.2 Mobile Automated Meter Reading (MAMR) System The Mobile AMR System shall utilize radio communication which has been integrated into a mobile unit operating from a utility vehicle, to remotely communicate with the ERT Meter Modules. DCLINK and DCU System Software packages are examples of the primary software applications associated with the MAMR system. 5.3.3 DataCommand Link System Software DataCommand Link (DCLINK) software is the personal computer based interface software that receives files from the mainframe billing system or Premierplus, creates route diskettes for the DataCommand Unit in the van for the MAMR system. This software shall accept the completed route diskettes from the van system and create files for the billing system. DataCommand Link Software provides the necessary "link" in a MAMR System between the utility billing computer and the DataCommand Unit. This data collection software is a PC-based software which enables meter reading and route information to be transferred between the data collection devices and the utility's billing computer. Working together, the utility billing computer, DataCommand Link Software, and the DataCommand Unit perform a complete meter reading and customer billing process. 5.3.4 DCU System Software The DataCommand Unit system is the van based software that transmits a wake-up signal to the ERT Meter Modules, receives the ERT readings, and writes the appropriate information in a database based on the route diskette created by DCLINK. The DCU system software controls the transmitter controller, receiver controller, and the system control unit (a touch sensitive operator interface display from which the DCU operator starts and stops the DCU and monitors system performance). The DCU also maintains route-related meter reading statistics and provides on-going operating status information to the DCU operator, stores readings received from the receiver/controller, and formats data collected so that it can be transferred to the DCLINK computer. 5.3.5 DataCommand Units (DCU) At least * DCUs shall be utilized at Duquesne for reading the installed ERT Meter Modules using Contractor provided vehicles. Initially, two DCUs are required for reading the Pittsburgh area, with additional numbers available for backup purposes. However, if the need increases, subsequent DCUs shall be provided. The DataCommand Unit (DCU) is a mobile data collection device which requests, receives and stores ERT Meter Module data. It consists of a radio transmitter, 48 radio receivers and a microcomputer all housed in a single cabinet which is mounted in a vehicle. The DataCommand Unit (DCU) "reads" the ERT Meter Module using radio frequency technology. In simple terms, it collects, organizes and prepares information transmitted by the ERT Meter Module for billing use at the utility. A single antenna is used to transmit the "wake-up" signal and to receive the incoming ERT Meter Module transmissions. The ability to transmit and receive using the same antenna is accomplished using standard RF duplexing equipment. The "wake-up" transmitter operates on a primary radio frequency around * . The specific frequency is assigned to each utility by the Federal Communications Commission (FCC). When operating, the transmitter is run continuously with a power output of five watts. The primary frequency carries a specific tone to only "wake up" the desired ERT Meter Modules. The RF splitter converts a single incoming channel into 48 separate channels, one channel for each of the 48 microprocessor-controlled receivers. As an ERT Meter Module transmission is received, the splitter "funnels" the transmission to the appropriate receiver. The receiver converts the analog signal to its digital equivalent and checks the validity of the data received (using the CRC data transmitted by the ERT meter module). If the received data is valid, the receiver retains the message in a buffer until it is requested by the controller. The controller performs several functions. Primarily it "polls" the 48 receivers for ERT Meter Module messages, eliminates redundant messages, and passes the ERT Meter Module messages to the data acquisition microcomputer. The DataCommand Unit (DCU) controls the activities of the entire system. Through the various peripherals connected to the DCU, it performs the following tasks: Controls the operator interface (touch-sensitive display). Allows loading of route information (using removable magnetic media). Controls activation and de-activation of the wake-up transmitter. Starts and stops the controller software. Receives ERT Meter Module messages from the controller. Stores unique ERT Meter Module messages in non-volatile storage. Allows unloading of meter reading data at the end of a route (using removable magnetic media). 6. SYSTEM INTERFACES AND ACCEPTANCE - -------------------------------------------------------------------------------- Throughout the term of this Agreement, Duquesne shall perform routine and ongoing system testing to verify continuing system performance and ensure that contracted services and related performance standards are met. The Duquesne Test Plan identified as Schedule F of the Services Agreement shall be developed and refined during Phases I and II of the project to address installation requirements and prepare for final acceptance testing in accordance with Article IV of the Agreement. 6.1 Information Systems and Services The system database is the relational database connecting the GIHP real-time relational database and polling engine with Duquesne Information systems. This will require Duquesne's services supporting the implementation of the system database, the associated Contractor provided applications, modifications and enhancements to existing Duquesne information systems, and interfaces between the Contractor applications and Duquesne applications. The Contractor is responsible for the development, conversion, implementation, and appropriate ongoing maintenance of these information systems. The services to be provided by the Contractor are categorized below: Implementation, operations and maintenance of the GIHP and MV-90 system databases. Daily reads processing, billing interfaces, and interfaces to other Duquesne systems and databases, as generally reflected in the high level system data flow documentation submitted per Schedule J. Development, implementation, and ongoing maintenance of the Genesis Fixed Network and MV-90 System Applications. Development and implementation services for Duquesne Information System (DISCuS) Modifications, Enhancements, and Interfaces as described in Section 6.1.3. 6.1.1 System Database Hardware: Contractor shall provide two (2) IBM RS/6000 processors or equivalent compatible devices and related hardware required to support the system database, including * of data storage, and hardware required for connection to Duquesne's computer systems pursuant to the Agreement. Contractor is also required to maintain this hardware. Software: Contractor shall provide all required software for the system database including AIX, and any communication software required to interface to Duquesne's computer systems. Contractor shall also provide the Oracle database and related software required to support * concurrent users attached via network attached workstations. Contractor is also required to obtain maintenance support for, or otherwise maintain, this software. Database Support: Contractor shall provide all database support required to install, operate, and maintain the system database. This includes performance tuning and database restart, backup, and recovery. Security: Contractor shall provide under Duquesne's direction secured access to the system production database in accordance with Duquesne's corporate data security policy and interfaced with Duquesne internal security environment. Disaster Recovery: Contractor shall provide disaster recovery support for the system database in the event of a disaster. This will be further defined during the deployment phase (Phase II). Help Desk: Contractor shall provide help desk support for the system database and interface this support to Duquesne's MIS help desk. Duquesne's MIS help desk will supply primary (Level 1) support for all user applications. Operations: Contractor shall provide all required operations support for the system database. This support includes, startup, shutdown, problem determination and resolution, backup and recovery, job scheduling, output distribution, and systems management. This support shall be provided 24 hours a day 7 days a week. It is understood that Contractor's system support operations cannot be unilaterally performed without Duquesne's knowledge and prior preparation. Accordingly, such activities will be completed on scheduled time periods that are mutually agreed on by both parties. Performance: The Contractor shall provide * response time for standard queries for individual record requests to the system production or static databases for data access for * imultaneous users and provide 24 hour by 7 day access. Test Facility: The Contractor shall provide a system including hardware, software, and test data for ongoing testing of changes to the system production database and related applications. Software changes will be tested by Contractor and coordinated by Duquesne in a timely manner. 6.1.2 System Applications The Contractor shall provide system applications, interfaces, data synchronization and related implementation and maintenance services for the following applications: These applications are further defined in Schedule B of the Agreement. Consumption Metering, Including Demand Residential Time-of-Use (TOU) Load Profile (Interval Data), All Customer Classes Tamper Monitoring and Reporting Real-Time Pricing (RTP), Fixed Network and MV-90 Accounts Virtual Connect/Disconnect Outage Detection / Restoration Reporting Daily Reads Processing Capability Management Reports as Defined Herein On-Request Reads Creation of Groups Group Consolidated Consumption Metering Group Time-of-Use (TOU) Group Load Profile * Interfaces MV-90 Interfaces to GIHP, DISCuS, ST-33 System, Power Billing System, and Data Warehouse Billing, Daily Reads Interfaces DCI Sentry Applications, Including Load Profile, TOU, On-Request Reads The Contractor shall deliver application software with user documentation; provide licenses for use of the application software by Duquesne employees or agents; assist with the installation and testing of the application software; verify functionality with Duquesne data; provide initial trainer training and help desk services; provide maintenance releases of the application software; test and implement releases; and provide problem management and resolution services. In some cases, such as ST-30 or Power Billing System implementation, specific, customized interface development requirements will be funded through the Software Development Fund. 6.1.3 Duquesne Information System Modifications, Enhancements and Interfaces To fully utilize the potential of the GIHP and MV-90 system databases, a number of modifications, enhancements, and interfaces to Duquesne's Information systems have been identified. These have been categorized and generally described under the Functional Support Requirements in the following Subsections: The services and the costs of developing and implementing these proposed modifications, enhancements, and interfaces shall be included in the monthly fee for the duration of the contract. Recognizing that, at this time, the specifications for these services cannot be adequately defined and incorporated into the scope of work, the final determination of the specifications and scope of the modifications, enhancements, and interfaces shall be determined through the course of the system implementation. A Software Development Fund of * shall be provided by Contractor for these modifications, enhancements, interfaces and license requirements. Contractor shall provide for these modifications, enhancements, and interfaces by either directly providing the services or by reimbursing Duquesne's MIS Unit for completing the service. The decision on who is to complete the work and the allocation of funds shall be determined through the following process: 1. Duquesne shall determine when a modification, enhancement, or interface is required and shall request in writing that a specification/scoping be prepared. The Request for Specification/Scoping shall include a description of the requirement, a business sponsor, from Duquesne, who can be contacted for clarification, and an indication of a required by date, if appropriate. All Requests for Specification/Scoping shall be authorized by the Duquesne Project Manager. The Request shall be provided to the Contractor Project Manager and Duquesne's DISCuS Information Systems Development (ISD) Director. 2. The Contractor Project Manager and the Duquesne DISCuS ISD Director shall cooperate in reviewing the request and agreeing on the business requirements, business and technical assumptions, and appropriate alternatives. Contractor and Duquesne's MIS Unit shall agree on a standard deliverable to document the Specification/Scoping. The deliverable shall include a description of the functional requirement, the technical requirements, any business or technical assumptions, constraints, dependencies, delivery dates, and any schedule impacts. The Contractor Project Manager and the DISCuS ISD Director shall independently provide Specification/Scoping deliverables with associated costing. Unless mutually agreed upon, the Specification/Scoping deliverables shall be provided within * of receipt of request. It is understood that some major deliverables may require more than * and the time period for these will be mutually agreed upon. The Specification/Scoping documents shall be authorized by the Contractor Project Manager and forwarded to the DISCuS ISD Director. The DISCuS ISD Director shall provide applicable specifications/scoping documents to Contractor Project Manager. The DISCuS ISD Director shall forward all Specification/Scoping documents to the Duquesne Project Manager. 3. The Duquesne Project Manager shall review the Specification/Scoping documents and determine whether to approve and which alternative(s) is/are selected. The selected alternative may be the Contractor submitted Specification/Scoping, the DISCuS submitted Specification/Scoping, or a combination of each. The Duquesne Project Manager shall notify the Contractor Project Manager and the DISCuS ISD Director of his decision in writing. 4. For the approved Specification/Scoping requests that are to be provided by Contractor, Contractor shall provide the full life cycle of developing and implementing the change in accordance with mutually agreed standards. The Development Budget shall be reduced by the amount of the fixed price provided in the Specification/Scoping document. Contractor shall comply with the specifications, the appropriate quality reviews by Duquesne, and the committed delivery date. 5. For the approved Specification/Scoping requests that are to be provided by ISD/DISCuS, ISD/DISCuS shall provide the full life cycle of developing and implementing the change in accordance with Duquesne Light standards. Contractor shall reimburse the Duquesne MIS Unit within one month of Duquesne's acceptance of the completed applicable work for the fixed price provided in the Specification/Scoping document. The Development Budget shall be reduced by the amount of the fixed price. ISD/DISCuS shall comply with the specifications and the committed delivery date. 6. Contractor and ISD/DISCuS shall coordinate activities and cooperate appropriately in the development and implementation of the approved changes. Some of the changes may be grouped for delivery, quality review, approval, and implementation. Contractor and ISD/DISCuS shall cooperate appropriately in identifying and resolving problems encountered throughout the development and implementation of the approved changes. 7. Duquesne shall determine when no further modifications, enhancements, and interfaces are required from Contractor. Duquesne shall notify Contractor when this occurs. Contractor shall appropriately reduce the monthly fee within one month to give credit for the unused balance remaining in the Development Budget. 8. The overall contract scope change provisions shall be utilized to address approved requests in excess of the Development Budget. Functional Support Requirements: The following Duquesne application system integration efforts are to be developed as mutually agreed and defined, based on approved timeframes by Duquesne and/or Contractor, to enable this technology to properly operate within Duquesne's Customer Information System environment (DISCuS). Each of the following topics pertains to DISCuS functionality that shall require modifications to allow the CaRS System to co-exist in a seamless manner and supply Duquesne and the Contractor with all of the necessary data to meet both parties operational needs. Phase I (Initial Installation Period): To install the Phase I meters on Duquesne's site requires basic systems functionality to be enhanced. These software enhancements to DISCuS include the following; which are provided by the Contractor. Support installation of the Phase I customers through modifications to DISCuS service order processes and all other DISCuS applications as appropriate. (For example, fixed network notification, on demand reads, reading attempts screens). Provide for new meter types, capabilities and/or attachments in DISCuS including interface with the 3rd party meter test board system as the need arises throughout the Term. Provide the interfaces to the meter change out process that shall be utilized by the Contractor to replace the existing Duquesne meters with the new meters that shall contain the new Meter Modules. Support the development of an interface to obtain the meter readings from the system production database to be utilized by DISCuS for customer consumption and billing. Provide for the implementation of a data synchronization interface between the two systems to ensure that any changes/additions to Duquesne customer/premise base is properly reflected in the GIHP/MV-90 systems. Modify the Duquesne DISCuS/Valuation & Property Records interface to properly reflect meter ownership. Phase II (Billing and Transition to Fixed Network and MV-90 Operation): Modify DISCuS to support the necessary changes to bill all customers properly with readings obtained from the CaRS system production database. Modify DISCuS billing routines by eliminating route-based billing cycles. Interface MV-90 system with DISCuS and Power Billing System functions for effective billing of commercial and industrial accounts with ABB Alpha PowerPlus end point devices. Support the transition to the fixed network system environment and support a dual (manual and automated) environment to bill customers during the Phase II efforts. Build interfaces and synchronization functions between the Duquesne and Contractor's systems for maintenance of Duquesne's metered accounts to ensure that the correct meter is recorded at a premise and that the measures that are being obtained are also defined properly in DISCuS. Provide automated reporting processes to monitor the performance of the Contractor and evaluate the quality of Services. Facilities Database: Contractor shall provide and maintain a database comprised of distribution system and fixed network components and their relationships. Contractor shall: Modify DISCuS to support the fixed network, MV-90 system and ABB PowerPlus software data components (event indications) that shall be integrated into the outage management functions of the complete network environment. Modify DISCuS and other applications (e.g. transformers, work management) to support the new business processes to maintain the distribution system and fixed network database. Provide an automated mechanism to support data collection for CCUs and other fixed network components that will be used to update the appropriate Duquesne asset information system. Outage Automation: Contractor shall integrate the outage detection or reporting capabilities provided by the fixed network and MV-90 (from ABB PowerPlus Alpha meters) with Duquesne's current or future Outage Analysis System (OAS) to support trouble management from notification to restoration. Contractor or Duquesne shall: Modify DISCuS interface to accept outage detection from the system. Support both premise and device notification via the CCU, and develop the appropriate applications for outage analysis purposes required by Duquesne. Provide data with which will enable the analysis functions within OAS to identify the probable failing distribution system component based on available outage detection information. Through delivery of restoration data provide for closure of outage trouble orders when a service is restored and integrate restoration verification into the process. Implement CCU * outage detection functions through the Genesis fixed network, and MV-90 outage reporting through use of the capabilities provided by the single and three phase ABB Alpha meters. Develop * or other interfaces as appropriate (see Schedule B Interface Priority List). Implement ABB PowerPlus software as necessary for effective system operation. Provide an outage history database of * by premise for historical studies to support customer guarantees and to add new rates and inquiries that result after a significant outage is completed. Contractor will provide * and DCI Sentry outage capability through the fixed network by * , consistent with performance of * as identified on Schedule J. Virtual Customer Service Orders: Contractor shall utilize data supplied by the fixed network or MV-90 to complete service orders that require readings. Contractor shall: Integrate the system with Duquesne's automated field service system to provide readings for service orders. Provide a mechanism to report possible unauthorized usage situations. Develop interfaces between DISCuS service order subsystem and the fixed network to identify when a premise is in a physical shutoff state. Provide for a new type of meter status in DISCuS to identify when a meter is in a "Virtual" off state. New Meter Types: Contractor shall provide the ability to configure meters to measure Demand and Time Of Use (TOU). Contractor shall: Provide an interface into the fixed network to establish the reconfiguration of a current premise from one measure to another to allow Duquesne to meet the needs of a customer as their use of energy changes. Provide demand, consumption, RTP, load profile and TOU data for customers requested by Duquesne with the calculation of the usage amounts being performed by the Contractor's system in a manner approved by Duquesne for use in DISCuS. Provide other advanced services involving frequent reads as identified in appropriate sections of the Agreement. Use * , DCI Sentry, PowerPlus Alpha meters as appropriate to acquire the necessary data. New Rate Offerings: Contractor shall utilize the features of the fixed network and MV-90 applications to create new rate offerings for Duquesne's customers. Contractor shall: Define and implement new rate structures in DISCuS to support various time-of-use and/or demand type consumption billing applications to be able to provide competitive alternatives to Duquesne's customers. Provide necessary billing or other interfaces between DISCuS and the system database to support the new rate structures. Implement the MV-90 Power Billing System to utilize customized or published commercial and industrial rates for C&I customers to support retail competition. Provide the ability to reconcile customer energy usage from multiple suppliers as required in a competitive environment based on designed functionality provided via the MV-PBS Power Billing System, or modifications funded through the Software Development Fund. New Billing Cycles: Contractor shall provide the ability to permit customers to select their billing date. Contractor shall: Develop the ability within DISCuS for customer-selected billing dates. Develop an interface to ensure that the information related to cycle billing changes is current within the system and that readings are present to allow for a customer billing to take place that night. Develop appropriate control processes to ensure that the maximum number of accounts to be billed is not exceeded for any given night. Implement ability to adjust reading schedules to support billing of commercial and industrial customers through the MV-90 translation system. New Customer Service GUI Interface: Contractor or Duquesne shall develop a new marketing-oriented user interface for Duquesne that provides the user with appropriate information from DISCuS and the fixed network to better respond to customer inquiries and meet customer service requests as follows: Support a GUI interface capability that supports access to all of the fixed network and MV-90 consumption and billing data and features, as well as access to DISCuS and data warehouse information and transactions. Load Profile: Contractor shall provide the ability to review and analyze load data at the premise, transformer or subsystem level. Contractor shall: Create and maintain a required storage capability of load and customer information from the fixed network, MV-90 and DISCuS such that load profiles (interval data) can be provided for any customer in the distribution system. Historical load profile data will be retained for three years, within MV-90 or the customer data warehouse. Provide a decision support environment for both standardized and adhoc type load profile analysis functions. Perform load research functions through MV-90. Provide an interface for consumption and load profile data to the Power Billing and DISCuS billing systems. Real-Time Pricing: The UTS MV-90 real-time pricing package will be provided to meet the RTP provisions of the contract for three phase and large ( * and greater) single phase demand accounts which will be using the MV-90 system. All necessary utility and customer interface software will be provided by Contractor and will be operational by * for accounts handled through the MV-90 system (three-phase, large single-phase, excludes * ). Contractor agrees to license the * MV-90 RTP customers at * . Contractor will provide standard MV-90 Read Only RTP software for Duquesne to distribute to their customers as necessary to support RTP with ABB PowerPlus Alpha Meters to be operational by * (see Schedule D). Small single phase accounts (less than * ) using the * module will be capable of implementing RTP through MV-90 or via appropriate * connection for delivery of hourly reading data on a near real-time basis to an Internet server or similar interface by * . Standard consumption meter accounts will be converted at Duquesne's request to an RTP account as described above and will be capable of providing RTP data delivered on a near-real time basis by * by paying the incremental charge outlined in Schedule D. Billing and database interfaces required to make use of RTP data for billing or other purposes will be provided by Contractor by the above implementation dates. RTP will deliver hourly reads on a near real-time basis via * or mutually agreed file transfer mechanism rather than the existing CBI or DRDB by * . Meter Service Management: Contractor shall provide a system to manage all maintenance activities at a customer's premise. Contractor shall: Modify DISCuS to route appropriate service orders, both automated and paper, to the Contractor for disposition. Provide reporting facility to monitor Contractor performance and customer satisfaction results to assure Contractor compliance to service levels. Provide facility where the Contractor can transfer or refer the service order to Duquesne for disposition of request. Provide all necessary interfaces to DISCuS to update customer files. 6.2 System Acceptance Duquesne shall conduct acceptance testing in accordance with its Schedule F Test Plan which shall be finalized during Phases I and II. This Test Plan shall at a minimum include the following: Spot checking of Routes during the installation period. Route testing and system testing shall be conducted on a random and full system integration basis. Route testing shall include individual Routes as well as higher level route summary data to ensure that performance standards outlined in Schedule L are capable of being met. System testing shall include an evaluation of system network software, management information bases, and user applications software developed in accordance with the Agreement. System testing shall include an evaluation of throughput capability, system speed and fill capacity, data accuracy and other parameters as necessary. All functionality provided under the Agreement shall be tested under low and high volume conditions. A parallel test comparison of the automated routes against the manual route results shall be conducted to verify system accuracy following the successful comparison, the reading of the route will be turned over to the automated meter reading systems. Final system acceptance testing shall be conducted by Duquesne upon completion of Phase II. Contractor shall be notified, as described in the Agreement, of the results of this testing and of any Nonconformities that must be corrected prior to system acceptance. All Nonconformances must be resolved within the Agreement schedule timetable. Ongoing and continuing system testing shall be included in the Test Plan to ensure that system functionality and data acquisition remain at required standards throughout the term of the Agreement. 6.2.1 System Hardware Test Testing the hardware usually consists of visually inspecting the equipment and running any standard hardware diagnostic programs. Other tests may be developed during Phases I and II. 6.2.2 System Software Test Every software function shall be investigated and proven to be operating as per the documented specifications and user guides. Software components to be tested include all network application software, SQL application software, CCU application software and network management software 6.2.3 Variances and Problem Trackers Variances are unexpected conditions experienced during the system acceptance testing and system operations. Software, hardware, and documentation problems can be reported, and they may or may not indicate legitimate System problems. System variances and problem trackers are reported and tracked by The Contractor utilizing a Central Problem Tracking (CPT) mechanism to classify, track, describe, document, and address the reported condition. This mechanism is primarily utilized by the Customer Support Center. CPT trouble data from the tracking system shall be provided to Duquesne on a regular and periodic basis to enable Duquesne to be aware of any outstanding problems and the current status. When variances or problems requiring correction have been resolved, the process is noted in the problem tracker log, where it is archived for future reference. Appropriate releases and adjustments are made based on the nature of the issue. 6.2.4 Problem Resolution and Escalation Policy The Contractor's Problem Resolution and Escalation Policy serves to categorize issues according to severity, match levels of severity with the appropriate response, and define actions to be taken if resolution is not achieved within appropriate time-frames. This system will be used internal to the Contractor to provide Nonconformity monitoring. However, all handling of Nonconformities arising out of the Certification, Acceptance or Final System Testing will be handled in accordance with Schedule F of the Agreement. 6.3 Certification Testing Beginning with the Initial Notice, Contractor shall conduct certification testing for each converted Route and shall include in its plan the following: A Certification Notice shall be provided to Duquesne upon completion of the Route testing. Duquesne shall be notified in advance of such testing and shall be permitted to observe this testing on a spot basis. A weekly report shall be provided to Duquesne showing completed Routes, test results, and related Nonconformities. The Certification Notice shall certify that the Route has been accepted and meets the acceptance criteria set forth in Schedule F of the Agreement. Phase I Nonconformities shall be resolved within the time period specifications described in the Agreement. Phase II Nonconformities shall be handled in accordance with the acceptance testing provisions prescribed in the Agreement. Duquesne shall have at least * notice of Route Certification Testing to provide an opportunity for spot checking or otherwise observe the Contractor testing process. As the fixed network installation advances, Duquesne shall observe as deemed necessary the communication of network devices with higher levels and the recording of data in the GIHP or Oracle data warehouse. 7. SYSTEM OPERATION, SUPPORT, AND MAINTENANCE - ------------------------------------------------------------------------------ The Contractor shall provide proven procedures, tools, and techniques for implementing, operating, supporting, and managing large automated data acquisition systems and providing user support. The sections that follow outline the basic components that shall be followed for the delivery of services requested by Duquesne, including operations, training and mainframe functions associated with the fixed network. 7.1 System Operations System operations includes several areas of involvement principally involving the ongoing service work associated with a services agreement. Secondary, although no less important, are the routine support mechanisms that accompany daily operations. 7.1.1 Operations Center The Operations Center is the central area where the service work takes place and includes the physical location of the computer systems for the fixed network, the interface to the installation computers (ReadOne system), and alternative/backup meter reading systems (e.g. Premierplus OMR and DCLink/MAMR). The Contractor shall establish this Center in accordance with Schedule J. At this location connections to the Duquesne mainframe shall be available for interface to the Oracle relational database (for billing interfaces and client applications). Likewise, connections shall be available for the ReadOne Link application for installation activities. The proposed computer facility shall fill the Operations Center needs based on preliminary site surveys. It is assumed that the existing facility infrastructure, including heating/cooling, UPS, communications connections, physical security, etc. shall remain intact for the Operations Center. This Center shall be staffed with the Contractor's personnel to monitor and maintain the fixed network, conduct daily activities, for system maintenance functions, etc. 7.1.2 Operations - Daily Activities The Contractor shall provide daily monitoring of the fixed network to verify correct operational efficiencies are taking place, verifying performance needs, diagnosing system faults, and identifying maintenance needs. The Contractor shall provide experienced, trained personnel to perform the following operational functions: Initialize, monitor, and control the fixed network. Operate and sustain communication links (excluding links provided by Duquesne such as trunk radio) between PowerPlus Alpha meters and the MV-90 head end system. Maintain MV-90 hardware and software. Execute standard operating procedures at scheduled times. React to exceptional conditions and maintenance needs. Conduct component maintenance functions. Provide configuration support. Conduct appropriate backup, storage, and diagnostic functions in close coordination with Duquesne. Recover from system failures. Create problem reports for all exceptional conditions. Execute notification and escalation procedures for exceptional conditions. Collect and store appropriate documentation. Duquesne shall have the ability to request * (or more frequent) reads, typically in a batched manner for efficiency but not a requirement, to the Oracle database for billing purposes. On request reads and other application capabilities are defined previously in the software applications section. Operation of the alternative meter reading systems shall take place by the Contractor operations personnel, who will also dispatch maintenance and installation crews for ERT and CCU components. The Contractor operations group shall interface with the Contractor's customer service and support personnel to ensure that all Duquesne customer service policies and procedures are fully supported. 7.1.3 Customer Service and Support Duquesne level one help desk personnel shall interface with Contractor's customer service organization in Pittsburgh during working hours for the initial operational phases. For additional support, the Contractor support representative shall contact the main Contractor support services organization (Customer Support Center) as appropriate to continue efficient system operations for Duquesne. The Contractor shall also maintain an experienced staff in the Customer Support Center based in Spokane, WA. This center shall provide 24-hour, 7-day per week service accessibility. The office is currently staffed from 6:00 a.m. to 6:00 p.m. (PST), Monday through Friday, with migration strategies in place to staff the center 24 hours a day. If emergencies arise outside of staffed hours, calls are received by an answering service which connects them directly with a Customer Support Analyst. In all cases, problem trackers, Nonconformities, performance deficiencies and any other problem arising through operation of the network shall be handled on a basis that meets the requirements of the Agreement. 7.2 System Maintenance 7.2.1 Field Investigations The Contractor shall dispatch appropriate Contractor or sub-contract personnel to investigate any suspect fixed network component not located on customer premises (i.e.: CCUs, NCNs), and will take the necessary action to ensure that acceptable system operability is maintained. The results of such investigations may be to repair, replace or add additional system components to ensure acceptable performance levels are maintained. 7.2.2 De-installs and Re-installs The Contractor shall provide all personnel, equipment, tools, and consumable supplies (wire, hardware, etc.) necessary for de-installation and re-installation of ERT Meter Modules, * , DCI Sentry devices and Meters requiring service. In addition, all new services requiring meters will have Meters and Meter Modules installed by the Contractor. 7.2.3 Equipment Maintenance Contractor shall provide corrective services for the covered components listed in the Agreement and any other system components that require servicing and affect the services provided under the Agreement. Corrective services shall be provided during regular hours at the Contractor's servicing location with consideration to the appropriate "return times" to be identified based on individual component need and in conformance with all published Service Procedures. Upon receiving equipment at the servicing location, the Contractor shall complete all corrective maintenance services necessary to return the equipment to the original operating specifications, excluding minor cosmetic deficiencies. In addition, the covered components returned for corrective services shall receive preventive maintenance service. Preventive maintenance service includes complete functional testing, upgrades, replacement of defective or suspect components, and a final functional test. In all cases, equipment maintained by Contractor shall be expected to operate in a manner that meets the service levels established in the Agreement. 7.2.4 Related Documentation The Contractor shall provide applicable operations and service publications as necessary to support the fixed network and MV-90 systems and meet the requirements of the Agreement, including hardware and software components. Procedures and specifications for product modifications and upgrades shall be furnished as they become available. Engineering blue prints, source code, proprietary protocols, and additional Contractor technical documents considered necessary for operation and maintenance of the fixed network and MV-90 shall be furnished as part of this Agreement except as provided for within the Agreement. 7.2.5 Technical Library The Contractor shall maintain a single Technical Library at it's servicing location for storage and maintenance of all related Fixed Network and MV-90 system Agreements, back-up software, operators manuals, service manuals, engineering change orders (ECOs), specifications, service bulletins and reports associated with installation, operation, maintenance and administration. Duquesne agrees that all related technical documents and data generated internally shall be cataloged and maintained as part of the Library per the Contractor's request, and listed in the Technical Library. Unless specifically identified as "Public Information", the Contractor and all parties to this Agreement shall consider cataloged materials maintained in the Technical Library to be proprietary in nature, and agree not to copy or distribute materials, documents, or software to any third parties for any reason without prior written consent from affected parties. 7.3 Personnel Certification Personnel certification ensures that everyone who is using the fixed network or MV-90 applications has received the same consistent training as well as attained the same level of knowledge that enables Duquesne and the Contractor to run the systems more effectively, efficiently, and reduce the cost in terms of retraining, and most important, not getting the most from the system that you can. Certification shall be performed through a series of courses and exams that test the knowledge that should be gained from the course. The exam shall be administered by the Contractor or a neutral third-party. There may be some occasions when the exam shall be administered at the conclusion of the course. The acceptable passing mark is * with the exception of SNMP which is * . Upon completion of applicable training courses, employees shall be deemed certified for the appropriate engineering, installation, operation, or maintenance job functions. Individuals will be certified for back-up responsibility in the event a position should unexpectedly become vacant. Certified employees shall qualify for all applicable engineering, installation, operation, and maintenance support services as identified. Personnel not holding applicable certification(s) shall be required to be enrolled in future training class to be able to support the systems. 7.4 Disaster Recovery and Backup Plans The Contractor understands that having metering data is critical to Duquesne Lights financial operations. However, complete and detailed disaster recovery and backup plans for the fixed network and MV-90 implementation will not be completed until the end of Phase II. The Contractor shall work with Duquesne during Phases I and II to completely define the disaster recovery and backup needs. 7.4.1 Approaches and Responsibilities Approaches to disaster recovery can vary according to a number of criteria. A single GIHP or MV-90 server can be backed up by another comparable unit in another building or site. A large grouping however, requires a suitable, redundant system at an off-site location, or subscription to a specialized disaster recovery hot site. In all cases, suitable backup provisions shall be provided to meet the backup plan approved by Duquesne. The Contractor shall work with Duquesne project management to define the following disaster recovery responsibilities: Work with Duquesne personnel to identify critical applications and time frames. Negotiate for rapid delivery purchase orders with key Subcontractors and provide sufficient inventories of materials and components on-site. Ensure that hot-site contracts, if applicable, provide sufficient resources for processing critical work. Ensure that proper backup procedures are being followed and off-site storage of critical data is accomplished. Collect, organize, and periodically review the disaster recovery documentation. Coordinate and document results of disaster recovery tests. Provide an Incident Report for each occasion that the Disaster Recovery Plan is implemented. 7.4.2 Disaster Avoidance and Recovery The Contractor agrees that the GIHP and MV-90 database servers shall have disaster recovery and backup capability. Data on local computer disks (Duquesne application users) are the responsibility of the user unless provided under the services listed in Section 6 of this Description of Work. Disaster recovery and backup plans shall be pro-active in nature to prevent loss of critical data. Therefore, several approaches should be addressed: Disaster Avoidance: Network topology and configurations such as alternate path routing, designed to minimize single point failure. Designated disaster recovery teams to ensure valid, realistic procedures are in place for network emergencies. Annual testing of the actual recovery capability performed on a scheduled basis on a sample number of meters * . Disaster Control: Modular components used to enable hot swapping of inoperative sub-components. Market and standards-based products recommended to ensure rapid access to spares, trained personnel, and facilities at disaster recovery locations. Maintain an appropriate number of key system components on-site for rapid replacement. Disaster Recovery: Automated diagnostic systems and network controllers that provide disaster recovery capability and constant surveillance during an identified disaster recovery situation. Disaster recovery needs and network configurations that have been individually identified for each utility's organization, location, and system. Since the final components of any Disaster Recovery and Backup Plan are unique to the utility implementing the plan, the development of a suitable plan must be accomplished over time as the system is installed. The Contractor agrees that this plan will be developed and approved by Duquesne during Phases I and II. 7.5 Duquesne's Training Needs and Deliverables 7.5.1 Needs Analysis The Contractor shall work with Duquesne to gain an understanding of the skill levels that currently exist in their organization as well as the skill levels that they want to exist in their organization for the cooperative operations of the fixed network. This analysis of Duquesne's needs shall provide the Contractor with the opportunity to work jointly to make the determination as to where to begin curriculum paths for the personnel who are going to work with the fixed network system. Likewise, an analysis of The Contractor's needs shall provide Duquesne Light with the opportunity to tailor training and curriculum paths for the Contractor personnel involved with Duquesne's systems. 7.5.2 Training The Contractor has focused its customer training on three distinct groups of participants: participants from an Information Systems (IS) Department, Engineering, and Customer Service Representatives (CSRs). Each group of participants shall participate in training that is dedicated to ensuring their success in using the fixed network system. The Contractor believes that for the fixed network and MV-90 systems to run effectively and efficiently people need to have certain knowledge, skills, and abilities. The Contractor has adopted a certification approach based upon the participant's needs. The levels coincide with four different levels: novice, proficient, expert, and master. The differentiation in the levels is to ensure that everyone understands that they do not need every course or become a master in order to succeed with the fixed network system for their position. The Contractor encourages Duquesne Light to have an on-site master or an expert who works closely with a master from the Contractor. The master provides the training and undergoes a rigorous train the trainer program in addition to being an expert in a particular subject matter area. The definitions of each level are as follows: Novice - has no knowledge of the subject matter area. Requires an overall conceptual understanding of information focusing on terminology, definitions, and minimal use of the system. Most managers shall take these courses to afford them the opportunity to have a clearer understanding of how the overall system works from a high-level overview. Focuses on knowledge and comprehension levels of Bloom's Taxonomy (an educational philosophy that differentiates between knowledge/comprehension and synthesis/evaluation levels of learning). Proficient - has little previous knowledge of the subject matter area. Begins to gain an understanding at the application and synthesis levels. Has the ability to begin using the system and performing lower complex tasks such as recognizing that there is a problem within the system. Expert - has extensive experience, knowledge, and skills set. Knows several areas `inside and out'. Has the ability to diagnose as well as troubleshoot and fix the problems within the system. Has the knowledge to show others how to fix problems using `shortcuts'. Understands the overall working of the system as well as being technically deep in one particular area. If the person doesn't know the answer to the question, they know where to go in order to find it. This person performs at the evaluation and judgment levels. Usually has a great deal of hands-on experience as well as conceptual and theoretical knowledge. Master - the major difference between the expert and master levels is that the master has the ability to train others on the various aspects of the system. The master has excellent verbal and written communication skills as well as good interpersonal skills that enables them to perform as an outstanding trainer and coach. The master works in conjunction with the expert in order to rely upon someone else for technical assistance in a particular area. The master has taken a few more classes as well as completed a train-the-trainer program that focuses on offering excellent technical training for all levels of the organization. The above description of training requirements and levels is typical of the training effort required to ensure successful operation of the system. This program will be made available to Duquesne, and shall be consistent with Prudent Utility Practices and submitted to Duquesne for review and comment. In addition, any other training requirements, documentation, manuals, etc. will be provided by the Contractor if requested by Duquesne. 8. DELIVERABLES - ------------------------------------------------------------------------------- The following listing of deliverables as listed on Schedule N of the Agreement is intended to be representative of the materials that will be provided by the Contractor at appropriate time periods under the Agreement. This listing is not considered all inclusive and any other deliverables identified on Schedule N shall also be provided. 8.1 List of Deliverables - CONTRACTOR 1. System Overview Documentation All of the documentation that provides initial overview information of the system software components, system hardware components, and implementation activities. 2. System Data Definitions and File Layouts The file layouts necessary for the transfer of data between the mainframe and the SQL databases. 3. Project Plan, Initial The initial project plan contains all sections of a plan as outlined by the Metzger text "Managing a Programming Project". This version of the plan is generally considered to be about * accurate. 4. Project Plan, Updated The second version of the project plan is an expansion of the initial version using the information gathered in the System Definition Phase. This version of the plan is generally considered to be about * accurate. 5. Project Plan, Final The final revision of the project plan is an expansion of the second version using the information gathered in the System Definition and System Development Phases. This version of the plan is generally considered to be about * accurate. 6. ReadOne Pro Design Describes the utility specific adjustments and customizations to the standard ReadOne Pro (ROCL) application for the ReadOne Pro handheld unit. 7. Implementation Plan The plan that contains all specific activities for Duquesne and Contractor in the implementation of the MAMR system. 8. DC_LINK Users Manual Details the operational procedures of the DataCommand Link application software to allow an operator to perform the tasks associated with the PC operations of the MAMR system. 9. ReadOne Pro Users Manual Details the operational procedures of the ReadOne Pro handheld unit to allow an installer to program and verify the ERT module installation. 10. ERT/ * /DCI Sentry Meter Installation Manuals Provides operational procedures for the changeout to ERT, * , DCI Sentry devices for electric meters in the field (see also Note 7). 11. Electric ERT Module Retrofit Manual Provides operational procedures for retrofitting meters with electric ERT modules with the meter shop. The procedures shall encompass installation of the ERT retrofit module, installation of a meter Bar Code label and meter accuracy testing. 12. System Acceptance Plan This is a high level document that discussed the testing and acceptance conditions relating to the Fixed Network AMR system. 13. ReadOne Pro Application The ReadOne Pro functionality necessary for the implementation and maintenance of the MAMR system, as well as the installation of the ERT modules. 14. DC_LINK Provides all DataCommand Link application functionality necessary for PC operations in the MAMR system. The application functionality is detailed in the DC_LINK Users Manual. 15. DCU Provides all DCU functionality necessary for data collection of ERT module readings. The application functionality is detailed in the DCU Operators Manual. 16. Carbon Copy Plus or PROCOMM Plus Provides remote communication capabilities for Contractor support services and troubleshooting assistance. Contractor supplied, one package per PC office location, of Carbon Copy Plus or ProComm Plus. 17. Electric ERT Modules Sufficient quantity of ERT Modules for installation in the field 18. ReadOne Pro units Sufficient quantity of ReadOne Pro handheld units, for installation and verification of ERT modules in the field. These shall remain Contractor property, except for * provided to Duquesne. 19. ReadOne Pro Cradles Sufficient quantity of ReadOne Pro cradles, one per PC per office. These shall remain Contractor property, except for * provided to Duquesne. 20. ABB Electronic Alpha Meters Sufficient quantity of ABB Electronic PowerPlus Alpha meters equipped with Contractor fixed network or MV-90 Compatible Communication interface, outage event reporting, power quality reporting and load profile capability for field installation on single and three phase demand accounts. 21. Bar Code Label Printer Sufficient Bar Code printer units for attaching meter identification Bar Code labels on all retrofitted electric ERT meters. 22. Cell Control Units (CCU) Sufficient quantity of Cell Control Units for implementation of the Fixed Network and data collection from the ERT modules. 23. Network Control Nodes (NCN) Sufficient quantity of Network Control Nodes for implementation of the Fixed Network and data collection from the ERT modules and CCUs. 24. Genesis Itron Host Processors (GIHP) Sufficient quantity of Genesis Itron Host Processors for head end databases and applications for the fixed network and data collection from the ERT modules, CCUs, and NCNs. Hardware platforms shall be mutually agreeable, probably IBM RS6000 or DEC Alpha devices. 25. Personal Computer One PC per office for ReadOne Link capabilities and DC_LINK applications; minimum specifications include: IBM PC AT, PS/2, or compatible 640 KB of RAM memory 20 MB hard disk drive 3.5" diskette drive Monitor and display adapter Serial mouse, if necessary Serial port for ReadOne Pro communications Parallel port for printer communications Printer, cabling, supplies PC DOS version 3.2 or greater File transfer communications board 26. Telecommunications Modems Sufficient quantity of modems, Hayes compatible, for use with carbon copy and file transfer packages and for dial-up diagnostics of the fixed network, and appropriate modems for communication links with ABB PowerPlus Alpha meters and MV-90 head end system. 27. OMR Handheld Units Provide up to * handheld units, new or upgraded, for monitoring and reviewing reading and service functions. 28. MV-90 Translation System Hardware and Functional Specification (Reference Guide) Provide head end equipment including modems and servers for operation of MV-90 for all three phase and large (transformer rated, * or greater) single phase accounts. Provide appropriate specifications or reference guide documents to support system implementation and operation. 29. MV-90 Documentation, Software and Licenses Provide MV-90 documentation software and licensing rights supporting delivery of all applications as defined in the Agreement. 30. Communications Links Provide communications to all single phase and three phase accounts as required within the Agreement. 8.2 List of Deliverables - DUQUESNE 1. ReadOne Pro Application Interface The ReadOne Pro interface functionality necessary for the implementation and maintenance of the AMR system, as well as the installation of the ERT Modules. 2. Carbon Copy Plus or PROCOMM Plus Provides remote communication capabilities for the Contractor support services and troubleshooting assistance. Utility supplied, one package per PC office location, of Carbon Copy Plus or ProComm Plus (if available). 3. File Transfer Package Provides communications between the mainframe and PC to allow transfer of data files for meter reading and DCU operations. 4. DISCuS Access Provides communications to the mainframe sessions for viewing and appropriate updating to the DISCuS sessions to The Contractor for installation and ongoing operations. 5. ReadOne Pro Units (If more than * are needed.) A specific quantity of ReadOne Pro handheld units, for installation and verification of ERT modules in the field. 6. ReadOne Pro Cradles (If more than * are needed.) Sufficient quantity of ReadOne Pro cradles, one PC peroffice. 7. Personal Computer One PC per office for ReadOne Link capabilities; minimum specifications include: IBM PC AT, PS/2, or compatible 640 KB of RAM memory 20 MB hard disk drive 3.5" diskette drive Monitor and display adapter Serial mouse, if necessary Serial port for ReadOne Pro communications Parallel port for printer communications Printer, cabling, supplies PC DOS version 3.2 or greater File transfer communications board 8. Telecommunications Modem Sufficient quantity of modems, Hayes compatible, for use with Carbon Copy and File Transfer packages. 9. Telecommunications Links Sufficient quantity of telecommunications links per PC for use with Carbon Copy and fixed network components. Provide trunk radio or other communication links as required for connection with the three phase accounts through MV-90 that are Duquesne's responsibility. 9. GENERAL NOTES - ------------------------------------------------------------------------------- 1. Advanced functionality will be provided only to those meters covered by the Fixed Network, or the MV-90 applications. Upon issuance of a general system specification, MV-90 will be integrated into, and become part of, the fixed network. 2. Polyphase/three-phase meters are read by MV-90 in accordance with the terms included in this Agreement. 3. The Words "Radio" or "Wireless" shall be deemed deleted prior to the words "Communication Network". 4. The Words "Certified Training" shall be deemed to mean "qualified training". 5. Terms such as URD, * , MV-90, GIHP, Fixed Network, CaRS, CBI, DRDB, CDPD, etc. have specific meanings that are defined in various sections of the Agreement. 6. For the purpose of describing a * in Schedule A, or elsewhere in the Agreement, the term * has been used to represent this device. All specific references to * are interpreted to mean the * , which is the official model designation. 7. References to DCI Sentry and * devices are attempts to identify specific types of end point devices that may provide ERT level or advanced ERT functionality. The appropriate end point device will be selected by Itron to meet the precise data collection requirement. All such devices are included under the defined term Meter Module in the Agreement. REPLACEMENT SCHEDULE C - ------------------------------------------------------------------------------- SCHEDULE C - ------------------------------------------------------------------------------ PERMITS 1. Licenses will be required from Duquesne for attachment to poles, towers and fixtures owned by Duquesne. 2. Licenses or permits will be required from the City of Pittsburgh for attachments to street lights in the City of Pittsburgh. 3. Permits or licenses may be required for attachment to any poles, towers, fixtures or facilities not owned by Duquesne. 4. Work permits may be required from some municipalities for performing certain construction activities within their boundaries. Street opening permits may be required for digging or trenching activities in municipalities. The above items represent the known permit requirements as of the date of execution of this Agreement. Contractor accepts responsibility for obtaining these and any other permits required for completion of the Work. Duquesne agrees to utilize best efforts to assign, facilitate or minimize the impact of permit requirements on Contractor's work and further agrees that if unforeseen permit requirements caused by new regulations significantly change or impact the price of the Work, the new requirements will be addressed through the change control process. - ------------------------------------------------------------------------------ - ------------------------------------------------------------------------------ SCHEDULE D PRICE SCHEDULE PHASE I BASE PRICE * * * * PHASE II BASE PRICE * * * * * * * * PHASE III A. SERVICES BASE PRICE (See Note 7) As defined in the Agreement. * B. EQUIPMENT LEASE LEASE PRICE Covering the Equipment as described * in the Agreement. C. ADVANCED SERVICES * * Notes: 1. Except as set forth herein and in the Agreement, * . 2. Monthly billing is calculated based on quantities as of the * . 3. The above prices cover all * provided under the Agreement as shown on * . 4. Advanced services will be billed at the * or the * . 5. * reads includes up to * reads can be obtained at up to * . 6. Customer Choice Option reads (readings recorded * will be billed at * per meter per month during the first three years of Phase III, and * per meter per month thereafter. 7. A * price reduction will be imposed on the monthly base price amount, once Phase III pricing is in effect, if certain Phase III milestones are missed (See Schedule J).
- ---------------------------------------------------------------------------------------------------------------------- SCHEDULE E - ---------------------------------------------------------------------------------------------------------------------- - ---------------------------------------------------------------------------------------------------------------------- BUYOUT SCHEDULE FOR CONVENIENCE - ---------------------------------------------------------------------------------------------------------------------- - ----------------- ------------------- ------------------- ------------------- -------------------- ------------------- (In Thousands (1) (2) (3) (4) of Dollars) Meter Fixed Associated New Meters Modules Network Services Total - ----------------- ------------------- ------------------- ------------------- -------------------- ------------------- - ----------------- ------------------- ------------------- ------------------- -------------------- ------------------- Phase II * Pro rated Pro rated Pro rated Pro rated Pro rated - ----------------- ------------------- ------------------- ------------------- -------------------- ------------------- - ----------------- ------------------- ------------------- ------------------- -------------------- ------------------- Phase III - ----------------- ------------------- ------------------- ------------------- -------------------- ------------------- - ----------------- ------------------- ------------------- ------------------- -------------------- ------------------- Year 0 * * * * * - ----------------- ------------------- ------------------- ------------------- -------------------- ------------------- - ----------------- ------------------- ------------------- ------------------- -------------------- ------------------- Year 1 * * * * * - ----------------- ------------------- ------------------- ------------------- -------------------- ------------------- - ----------------- ------------------- ------------------- ------------------- -------------------- ------------------- Year 2 * * * * * - ----------------- ------------------- ------------------- ------------------- -------------------- ------------------- - ----------------- ------------------- ------------------- ------------------- -------------------- ------------------- Year 3 * * * * * - ----------------- ------------------- ------------------- ------------------- -------------------- ------------------- - ----------------- ------------------- ------------------- ------------------- -------------------- ------------------- Year 4 * * * * * - ----------------- ------------------- ------------------- ------------------- -------------------- ------------------- - ----------------- ------------------- ------------------- ------------------- -------------------- ------------------- Year 5 * * * * * - ----------------- ------------------- ------------------- ------------------- -------------------- ------------------- - ----------------- ------------------- ------------------- ------------------- -------------------- ------------------- Year 6 * * * * * - ----------------- ------------------- ------------------- ------------------- -------------------- ------------------- - ----------------- ------------------- ------------------- ------------------- -------------------- ------------------- Year 7 * * * * * - ----------------- ------------------- ------------------- ------------------- -------------------- ------------------- - ----------------- ------------------- ------------------- ------------------- -------------------- ------------------- Year 8 * * * * * - ----------------- ------------------- ------------------- ------------------- -------------------- ------------------- - ----------------- ------------------- ------------------- ------------------- -------------------- ------------------- Year 9 * * * * * - ----------------- ------------------- ------------------- ------------------- -------------------- ------------------- - ----------------- ------------------- ------------------- ------------------- -------------------- ------------------- Year 10 * * * * * - ----------------- ------------------- ------------------- ------------------- -------------------- ------------------- - ----------------- ------------------- ------------------- ------------------- -------------------- ------------------- Year 11 * * * * * - ----------------- ------------------- ------------------- ------------------- -------------------- ------------------- - ----------------- ------------------- ------------------- ------------------- -------------------- ------------------- Year 12 * * * * * - ----------------- ------------------- ------------------- ------------------- -------------------- ------------------- - ----------------- ------------------- ------------------- ------------------- -------------------- ------------------- Year 13 * * * * * - ----------------- ------------------- ------------------- ------------------- -------------------- ------------------- - ----------------- ------------------- ------------------- ------------------- -------------------- ------------------- Year 14 * * * * * - ----------------- ------------------- ------------------- ------------------- -------------------- ------------------- * Total equipment purchased plus * fee for termination of services.
- ---------------------------------------------------------------------------------------------------------------------- BUYOUT SCHEDULE FOR CAUSE - ---------------------------------------------------------------------------------------------------------------------- - ----------------- ------------------- ------------------- ------------------- -------------------- ------------------- (In Thousands (1) (2) (3 (4) of Dollars) Meter Fixed Associated New Meters Modules Network Services Total - ----------------- ------------------- ------------------- ------------------- -------------------- ------------------- - ----------------- ------------------- ------------------- ------------------- -------------------- ------------------- Phase II Pro rated Pro rated Pro rated Pro rated Pro rated - ----------------- ------------------- ------------------- ------------------- -------------------- ------------------- - ----------------- ------------------- ------------------- ------------------- -------------------- ------------------- Phase III - ----------------- ------------------- ------------------- ------------------- -------------------- ------------------- - ----------------- ------------------- ------------------- ------------------- -------------------- ------------------- Year 0 * * * * * - ----------------- ------------------- ------------------- ------------------- -------------------- ------------------- - ----------------- ------------------- ------------------- ------------------- -------------------- ------------------- Year 1 * * * * * - ----------------- ------------------- ------------------- ------------------- -------------------- ------------------- - ----------------- ------------------- ------------------- ------------------- -------------------- ------------------- Year 2 * * * * * - ----------------- ------------------- ------------------- ------------------- -------------------- ------------------- - ----------------- ------------------- ------------------- ------------------- -------------------- ------------------- Year 3 * * * * * - ----------------- ------------------- ------------------- ------------------- -------------------- ------------------- - ----------------- ------------------- ------------------- ------------------- -------------------- ------------------- Year 4 * * * * * - ----------------- ------------------- ------------------- ------------------- -------------------- ------------------- - ----------------- ------------------- ------------------- ------------------- -------------------- ------------------- Year 5 * * * * * - ----------------- ------------------- ------------------- ------------------- -------------------- ------------------- - ----------------- ------------------- ------------------- ------------------- -------------------- ------------------- Year 6 * * * * * - ----------------- ------------------- ------------------- ------------------- -------------------- ------------------- - ----------------- ------------------- ------------------- ------------------- -------------------- ------------------- Year 7 * * * * * - ----------------- ------------------- ------------------- ------------------- -------------------- ------------------- - ----------------- ------------------- ------------------- ------------------- -------------------- ------------------- Year 8 * * * * * - ----------------- ------------------- ------------------- ------------------- -------------------- ------------------- - ----------------- ------------------- ------------------- ------------------- -------------------- ------------------- Year 9 * * * * * - ----------------- ------------------- ------------------- ------------------- -------------------- ------------------- - ----------------- ------------------- ------------------- ------------------- -------------------- ------------------- Year 10 * * * * * - ----------------- ------------------- ------------------- ------------------- -------------------- ------------------- - ----------------- ------------------- ------------------- ------------------- -------------------- ------------------- Year 11 * * * * * - ----------------- ------------------- ------------------- ------------------- -------------------- ------------------- - ----------------- ------------------- ------------------- ------------------- -------------------- ------------------- Year 12 * * * * * - ----------------- ------------------- ------------------- ------------------- -------------------- ------------------- - ----------------- ------------------- ------------------- ------------------- -------------------- ------------------- Year 13 * * * * * - ----------------- ------------------- ------------------- ------------------- -------------------- ------------------- - ----------------- ------------------- ------------------- ------------------- -------------------- ------------------- Year 14 * * * * * - ----------------- ------------------- ------------------- ------------------- -------------------- -------------------
Notes: 1. New Meters (Column 1) includes *. 2. Meter Modules (Column 2) includes * . 3. Buyout prices will be amortized on a * . 4. At the end of Term, Duquesne has an optional buyout of the New Meters at * which includes a * residual payment for three-phase PowerPlus Alpha meters. Should Duquesne elect not to buy the New Meters, Duquesne Will pay the Contractor * 5. New Meter buyout price * in the event that the Term is extended. - ------------------------------------------------------------------------------- Schedule F-9 - ------------------------------------------------------------------------------ 9/11/97 [10145-0003/BA97314b] 1 * = Confidential treatment requested SCHEDULE F PERFORMANCE TESTING AND PROCEDURE CERTIFICATION REQUIREMENTS INTRODUCTION Under this Agreement, Duquesne is purchasing automated data acquisition services to enhance the billing, marketing and outage management functions of its customers. Duquesne, as the purchaser in this Agreement, in cooperation with the Contractor, will approve a Test Plan to test these systems and to certify compliance with key regulatory areas as specified in the Agreement. Contractor will in most cases develop the test plan details based on input from Duquesne and the product or functional requirements of the system and submit them to Duquesne for review and approval. As system components, including hardware, operating software, software applications and data interfaces are installed and implemented during each Phase of the Agreement, detailed test plans will be developed and performed to ensure that each system achieves acceptable performance levels. OUTLINE OF TEST PLAN The System Test Plan will include the following major sections. Testing will be conducted as set forth below during Phases I and II to demonstrate that Contractor meets the requirements of the Agreement, including the appropriate functional requirements of Schedules A and B and the performance standards identified in Schedule L, and during and throughout Phase III, as appropriate, for ongoing testing during the entire Term of the Agreement. 1. System Installation Acceptance Testing 2. Meter Testing and Operational Performance 3. Software Acceptance a) Network Management Applications b) Contractor Supplied Network Applications c) Duquesne Application Enhancements and Interfaces, including Interfaces and Other File Transfer Mechanisms 4. UTS MV-90 System Performance 5. Operating Performance - Information Services (IS) Management 6. Radio Frequency (RF) System Performance The detailed test criteria and required performance levels included in this plan will be more fully described in each test plan document. All tests will be developed prior to the time each test is to be performed. In some cases, such as the development of some user applications, the final test criteria will not be completed until just prior to testing. When issued, the test plan will describe which testing is to be concluded prior to Phase II acceptance, and identify any anticipated tests that will be completed during Phase III. I. SYSTEM INSTALLATION ACCEPTANCE TESTING A. Fixed Network Routes When a Route or Routes on the Fixed Network are turned over to Duquesne during Phases I and II, the following tests may be performed at Duquesne's option prior to its Acceptance of the Route. (Some tests, for functions such as * notification, will occur during Phase III.) 1. Cross reference the van or manual meter reading data and the readings from the Fixed Network to verify accuracy. 2. Test the outage notification feature of the system by (1) de-energizing a select number of special non-billing meters and (2) cross referencing Itron's outage reports with Duquesne's circuit outage records to indicate that an outage has registered. * is based on * . 3. Test the tamper detection function by removing a select number of Meters to verify that a tamper report is provided and is processed in a manner which is consistent with Schedules A and B. 4. Verify that the system is providing daily readings for each Meter. 5. Verify that the Fixed Network communications coverage is consistent with the required number of billing Meters outlined in the Agreement. 6. Verify that load profile Data can be obtained without Meter replacement on a sampling of single-phase self-contained Meter installations. 7. Perform an on-demand test of * load profile accounts equipped with * (see Schedule D) to stress test the system (prior to Phase II acceptance). These * accounts will be distributed throughout the Fixed Network on multiple routes. 8. Verify that data passed to Duquesne satisfies data collection and delivery requirements for at least * of the eligible meters in the system. B. GIHP/Polling Engine Tests will be developed and conducted to evaluate the correct operation and performance of the Genesis Itron Host Processor to confirm its ability to meet the performance requirements of the Agreement. C. MV-90 Translation System Test Plans will be developed and conducted to evaluate the correct operation and performance of all hardware and software components that will be implemented for the MV-90 Translation System, to confirm their ability to meet system performance requirements. Hardware and software interfaces not totally designed and finalized will have test plans developed once all functionality and interfaces have been completely defined. The required test plans will be developed by Itron to be reviewed and approved by Duquesne Light during Phase II as the system components are designed and installed. Any negative impact on performance caused by shared phone lines will not constitute system failure. D. * Tests will be developed and conducted to evaluate the correct operation of the * device which will be used for the single phase demand customers with loads less than * . Other technology options may be utilized that are available and satisfy Duquesne's regulatory (ANSI specification) and Best Industry Practices. E. DCI Sentry Tests will be developed and conducted to evaluate the correct operation of the DCI Sentry equipment which may be utilized at Itron's option for fixed network deployment, and residential accounts that are in URD areas, and also in remote areas, where fixed network coverage or advanced functions are desired. Test plans will be developed by Itron to be reviewed and approved by Duquesne. Other similar end point devices may also be utilized upon approval by Duquesne subject to their ability to meet best industry practices and regulatory requirements. F. ABB PowerPlus Alpha Tests will be developed and conducted to evaluate the correct operation of the ABB PowerPlus Alpha meters and the various required interfaces between the C&I Customer locations and the MV-90 Translation System. Duquesne may perform the above tests, and any others identified as appropriate, as described in the test plan documents. As Routes, systems or components are completed and certified by Contractor as complete, Duquesne will perform acceptance testing in accordance with the Agreement. Once accepted by Duquesne, accounts will become available for billing purposes as part of the installed system in accordance with Schedule D. II. METER TESTING AND OPERATIONAL PERFORMANCE The following test functions may be performed at any time throughout the Term, at Duquesne's option, as required to ensure proper Meter testing operational performance and procedure compliance. METER SHOP OPERATIONS 1. Verify that the Meter Shop facility is fully capable of providing all required meter maintenance repair and test functions. 2. Verify that purchase orders have been issued to approved vendors for new single-phase and three-phase meters in accordance with Duquesne's specifications and requirements. 3. Verify that backup plans for meter test and new purchase data upload are in place. 4. Verify the process of preparing meters for installation to ensure that all Meters are equipped with a Duquesne approved bar code label. 5. Verify that all meter warehouse areas are secured and organized to distinguish tested and untested Meters. 6. Verify that all meter test boards are connected to Duquesne's Automated Micro Systems automated meter test data collection system. 7. Verify that mainframe terminals are installed for access to Duquesne's DISCuS system and that appropriate customer service and meter records data is properly entered. FIELD OPERATIONS 1. Verify that agreed on procedures are documented and are being followed for all field operations. 2. Verify that the Contractor adheres to Duquesne's meter installation standards and procedures. 3. Confirm that the Read-One Pro electronic data capture system is working properly. 4. Confirm that a meter training program is in place for installers. 5. Confirm that field personnel are provided all necessary test equipment, tools and accessories. PERIODIC CERTIFICATIONS 1. Certify that the Contractor is compliant with all applicable Pennsylvania Public Utility Commission regulatory requirements. 2. Certify that the following numbers of New Meters are accuracy tested before installation: * of new transformer-rated meters and a random sample of * of every * new self-contained Meters. 3. Certify that the Contractor is following Duquesne's meter shop and installation requirements; such as, periodic calibration of watt-hour meter test boards and maintenance of Duquesne's accuracy tolerances. 4. Certify that the Contractor is meeting Duquesne's requirements to ensure the integrity and correctness of the meter installation; such as, verifying the billing constants, inspection for correct instrument transformer ratio, and verifying correct use for single-phase transformer rated meters. 5. Certify that the Contractor is adhering to Duquesne's record keeping requirements for meter records (description, location and test) and service order completion. III. SOFTWARE ACCEPTANCE In accordance with this Agreement, Itron will provide all fixed network and MV-90 software and the necessary interfaces to meet the requirements of Schedules A and B. 1. Network Management Applications Final deliverables will be accepted when they successfully operate in accordance with the requirements of Schedules A and B. This includes all SNMP MIB information for Contractor supplied equipment for a time period reasonably sufficient to demonstrate that it possesses no defects, program errors, malfunctions or inconsistencies that impair its ability to substantially perform its intended functions in accordance with the Design Specification(s) (see definition of "Design Specification(s)" under Item #4 of this Section). 2. Contractor Supplied Client Applications Final deliverables will be accepted when they successfully operate in accordance with the requirements of Schedules A and B for a time period reasonably sufficient to demonstrate (1) that they are functioning correctly on data generated by Duquesne business operations as reflected in the Design Specification(s), which data has been updated by the Duquesne application enhancements and interfaces themselves in a prior cycle, and (2) that they possess no defects, program errors, malfunctions, or inconsistencies that impair their ability to substantially perform intended functions in accordance with the Design Specification(s). The permanent technical and user documentation for the Contractor supplied client applications shall meet standards regarding content, media, and quality criteria as reflected in the Design Specification(s). Test plans will be developed and performed for the numerous hardware and software interfaces that will be required between Duquesne's DISCuS, data warehouse, customer record and billing systems and the Itron GIHP and MV-90 systems. The overall data system architecture will continue under design review and determination during Phase II; however, the following interfaces have been identified as likely to be required and will be tested as they are developed and implemented: 1. Billing Interfaces a) Sentry Consumption Data through Fixed Network b) MV-90 Determinants - Power Billing Package (see Schedule A) c) MV-90 Billing Determinants - (Current Complex Meters - * Accounts) d) Consumption/Demand/KVAR through DCI, DCO, HHC and MV-90 e) * Consumption/Demand Data Through Fixed Network 2. Daily Consumption Data through Daily Reads Process a) Kilowatt Demand (Daily Reads with KVAR & TOU) - MV-90 System b) KWHR Consumption (Daily Reads with Demand) - Sentry/ * Devices c) TOU Data Collection (Version 2.5 Software) 3. Load Profile Accounts a) MV-90 to Data Warehouse Interface - Interval Data- Class Profile b) Standard ERT'd Meters on Fixed Network - Up to * Intervals c) * Meters - Interval Data d) DCI Sentry - Interval Data Note: In many cases, the appropriate end point device for a load profile application will be determined by Itron through analysis of system link level reliability, or other factors affecting or limiting performance under Schedule L. Interval data interfaces are more completely identified and defined in Schedule A. 4. Rate Scheduling Interfaces ( * Required) a) Assigning Device to Rate b) Create New Rates 5. Events and Alarms a) CCU Outage Detection * b) CCU Outage Detection - * c) Alpha Meter Outage d) * e) DCI Sentry Outage 6. Real Time Pricing a) C&I Accounts Through MV-90 RTP Package (Large) b) C&I Near Real-Time Interface (Small) c) Fixed Network Accounts Through Near Real-Time Interface Note: Near real-time RTP interfaces are identified in Milestone #13 system architecture documents and described in Schedule A. See also Schedule L. 7. On-Request Reads 8. Virtual Turn On/Off 9. MV-90/DISCuS/Data Warehouse Data Synchronization 3. MV-90 Data Management Software In addition to fixed network applications, Contractor will provide and install the MV-90 software applications for consolidation and processing of three phase and larger (transformer rated, * or greater) single phase services primarily using ABB PowerPlus Alpha meter technology. Included in this system are the following packages: 1) Base System with Reporting Package 2) TOU Option 3) Load Research/Load Profiling 4) Power Quality Functions 5) Real Time Pricing System 6) MV-PBS Power Billing System 7) MV-90 Read Only System 8) UTS Load Control Station The MV-90 Multi-Vendor Software will include the following software in the base system package mentioned above for use on the Master System as well as for use on Local Data Servers when used for distributed data collection. MV-90 Base System with Reporting Package Remote Interrogation Package Totalization Package Time-of-Use Package Graphics Package Lotus File Format Package PC to Host File Transfer Package Direct Unload of Handheld Readers Load Research Package 4. Duquesne's Application Enhancements and Interfaces The final deliverables will be accepted when they successfully operate in accordance with the Design Specification(s) for a time period reasonably sufficient to demonstrate that it is functioning correctly on data generated by Duquesne business operations as reflected in the Design Specification(s), which data has been updated by the Duquesne application enhancements and interfaces themselves in a prior cycle, such that it possesses no defects, program errors, malfunctions or inconsistencies that impair its ability to substantially perform its intended functions in accordance with the Design Specification(s). The permanent technical and user documentation for the Duquesne application enhancements and interfaces shall meet standards for content, media, and quality criteria as reflected in the Design Specification(s). 5. Design Specification Definition Design Specifications shall be prepared by the Contractor and shall include all functional and performance requirements and characteristics of the final system deliverables and provide the necessary criteria for acceptance thereof. The parties shall jointly develop the Design Specification during Phase I of the Contract or in Phases II or III as appropriate. The Design Specification shall include, among other things, the following criteria, characteristics, and descriptions: a) Identification of business areas affected by the Duquesne enhancements and interfaces and the business impacts for each area. Detailed description of the deliverable with the intended functionality; b) Conversion requirements, permanent documentation requirements, implementation strategies, and knowledge transfer approach for the final deliverable; c) System testing using controlled test data; d) Integration testing using actual Duquesne data generated by Duquesne operations. A deliverables schedule will be generated which will describe what must be provided and tested during Phases I and II. Any deliverables not completed and fully tested as required during Phase I must be clearly identified and approved for transfer to Phase II by Duquesne. Similarly, all deliverables not completed and tested as required during Phase II must be identified and approved by Duquesne for transfer to Phase III. IV. OPERATING PERFORMANCE Information Services Management The Contractor shall provide * response time for standard queries to the CaRS database for access to individual records by * simultaneous users as described in Schedule A. The Contractor shall provide twenty-four (24) hour by seven (7) day access to the CaRS database for data access for * simultaneous users. Backup plans and help desk support must be in place, and network monitors provided under the Agreement must be operational. Meter reading Data must be available to accomplish the required customer billings. DISCuS and Oracle interfaces must function properly. GIHP and MV-90 interfaces must be established with appropriate file transfer mechanisms in place and operating properly. Installation files, service order processing and other DISCuS interfaces must be properly synchronized to permit effective operation of Duquesne's Customer Information System (CIS) systems. Meter change and DISCuS update processes must be working properly, and provide the required data transfer functions. V. RADIO FREQUENCY (RF) SYSTEM PERFORMANCE Considerations for Testing of the Fixed Network The automated data acquisition system may be considered to have two general functions: (1) reliably obtain an accurate meter reading via an external system, and (2) transfer that reading to the Duquesne CIS system. The following tests may be used for acceptance of the installed system to ensure proper operation of the RF network: In a System Control and Data Acquisition System (SCADA) or similar network, the most significant parameter would typically be the bit error rate (BER) achieved which enables transmission of data at the desired level of accuracy. Any equipment providing this type of transmission must be shown to be reliable, (i.e., not incur excessive malfunctions which result in system errors). The system must also perform in the environment in which it is installed. It must have sufficient margin to demonstrate dependability in all weather conditions expected to be encountered. Itron's spread spectrum system involves signals with short dwell times. Measurement of average BER as in a continuous wave would be undesirably complex. Data transmission will therefore be indirectly verified by separately verifying functional transmissions and their accuracy. From this point of view, a series of recommended system tests will be developed and included in the Test Plan during Phase I. In addition, some recommended tests for five years and beyond will be included for continued system monitoring and/or confirmation of ongoing system performance. Functional Test - Single Read As each ERT'd Meter is installed, the Meter may be polled to verify that a reading has been received by the Fixed Network system. The readout will then be verified for accuracy. The correct type of reading, such as, consumption, demand, TOU, or Profile will also be obtained. The Meter will then be temporarily disconnected to verify that an outage is reported by the CCUs when polled. This process will be conducted on a sample basis to ensure the integrity of the Route Certification Test prior to turnover to Duquesne for Acceptance Testing. Functional Test - Aggregate The actual percentage of Meters installed and reported by the system will be measured and verified to ensure it is within specifications. The balance of the Data must be obtained by some alternative method, such as the mobile van, and must demonstrate that all remaining Meters have been identified and are being read in accordance with Schedule A. Minimum Phase I Approximately * Percentage: Phase II (The Primary Installation) * Extended Buildout Requirement * (If Option is Exercised by Duquesne Light) The recommended test should be performed during a * period from Contractor's certification of Phase I and * period for Phase II. Accuracy Test During Phase I of the Agreement, accuracy tests will be developed to be part of the Test Plan and will address system performance during Phase I, Phase II, and Phase III and will be performed throughout the contract Term. Environmental Signal Variation Test Propagation is subject to variation in environmental and climatic conditions, both short term and long term. A measurement on any given day cannot be assumed to represent either the worst or the best case. In addition to accuracy tests as above (during the thirty (30) day aggregate tests), an abbreviated accuracy test with sample size as above will be performed at least monthly and at least once during each type of extreme weather condition - hot, cold, wet, and dry. The sample selected should compare favorably against the same sample used for Phase I so that comparability can be documented through the test history. Power Levels The power levels at the transmitter outputs of all CCUs and NCNs will be measured and should confirm that the RF levels do not exceed licensed levels. ERT transmission outputs will be checked to confirm manufacturing certification requirements and assure that ERTs do not exceed FCC regulations. Unscheduled Reads The system will be configured for aggregate tests as described above. Unscheduled reads will be requested for each type of Meter on top of normal system activity. The readings obtained by the system will be verified to ensure that they meet the on-demand time specification. System Data Storage The aggregate test will be run for the specified storage time with the NCNs off. The NCNs will then be turned on to verify that the Meter reads can be recovered from stored Data in the CCU. A similar test will be run from the NCN. The uplink from the NCN to the Host Processor (GIHP) will be disabled. The links will then be restored to verify that the meter reads can be recovered from the stored Data. The aggregate test will then be run to verify that the stored Meter reads can be recovered from the GIHP data. Itron will provide Data analysis that confirms that the remaining available storage area is within the storage specification requirement provided in the Agreement. Power Outage Duquesne will first verify that the system identifies an outage as a block (or CCU) outage * . Other tests will then be performed to confirm that the * and then indicating that power has been restored. Scalability The Contractor should provide a complete analysis which shows that the system design is in accordance with, and can accommodate, the Meter growth projections outlined in Schedule H. This analysis will be completed, as further described in the final test plan, during Phase II, and will be a prerequisite for Phase II acceptance. Sample Size Test sample sizes are based on usage projections that will be better quantified in the Test Plan. Generally a * sample is taken for Phase I and * for the full system. VI. ACCEPTANCE TESTING The Fixed Network testing that will be performed during Phase II acceptance will include among other tests the identical tests that Contractor now has the capability of performing on an existing test system in Spokane, Washington. The following are the current test functions: CCU and ERT Testing will focus on the efficiency, effectiveness, and reliability Communications of CCU and ERT communications. CCU and NCN Testing will focus on the efficiency, effectiveness, and reliability Communications of CCU and NCN communications. NCN and NCN Testing will focus on the efficiency, effectiveness, and reliability Communications of NCN to NCN communications. NCN and GIHP Testing will focus on the efficiency, effectiveness, and reliability Communications of NCN and GIHP communications. Genesis Applications Testing will be performed on the Software included in Itron's Fixed Network applications. Methodology and criteria will be based on the Design Specifications included with these applications. For further definition, refer to Schedules A and B. Network Application Network functionality has been provided to ensure ease of Software Functionality installation, maintenance, and Data collection flexibility. These functions will be tested based on definitions described3 in Schedule A. Network Management SNMP and associated GUI interfaces have been provided and will be Software Functionality tested for effective management of network components. For further definition refer to Schedule A. Itron Specific SNMP Custom MIB tables have been defined and will be tested according to MIBs Itron's defined specifications. Billing Interface These applications will be tested to ensure Data reliability and Functionality integrity of Meter reads. Remote Dial-In PC anywhere for Windows, PPP, and Xwindow capabilities will be tested Functionality for diagnostics, trouble shooting and monitoring or network components. Ease of Installation of Evaluations of the installation of hardware and Software will occur Hardware and Software throughout Phase I of the contract. Implementation Evaluations of the implementation methodology will occur throughout Methodology Phase I of the Agreement. Usability of Documentation will be provided throughout Phase I for evaluation and Documentation updates ERT Installation Location Various environmental locations will be tested to determine Profiles communication effectiveness. Acceptance testing upon completion of Phase II installations will be conducted as necessary to confirm that applications and components meet appropriate functional requirements outlined in Schedules A and B, and to ensure that they meet the requirements of Schedule L. System performance will be measured against required performance criteria such as individual application performance, timeliness of data delivery, application response time, data throughput and storage capability, and other criteria as specified during Phase II. All deliverables must be operational as defined in various sections of the Agreement prior to system acceptance, except for those items specifically designated for Phase III completion. VII. TEST PLAN DEVELOPMENT Required test plans will be developed during Phases I and II as systems components and software applications are designed and implemented, and must be approved by both Duquesne and the Contractor before equipment, software, or software applications or interfaces are placed into a production environment. The overall test plan will contain two parts with Part 1 containing tests that can be fully identified at the writing of the plan, and Part 2 including the tests for requirements of the system that cannot be fully identified by the time that original plan is written, as well as listing the final tests and performance levels that must be achieved prior to the Acceptance of the parts of the system that the particular test plans cover at the conclusion of Phase II. For example, a test for an application software feature that hasn't been identified or designed by the time that the original test plan is written will be included in Part 2, which will also provide a methodology or template for the development of any required test plan documents for new applications and equipment implemented during Phase III of the services contract. - ------------------------------------------------------------------------------ - ------------------------------------------------------------------------------ REPLACEMENT SCHEDULE G - ------------------------------------------------------------------------------- SCHEDULE G - ------------------------------------------------------------------------------- SINGLE PHASE IN-SERVICE METER POPULATION
- -------------------- ---------------------- ---------------- ------------------- -------------------- ------------------- DUQUESNE METERS SAMPLE PRODUCTION NUMBER TO BE GROUP MANUFACTURER TYPE YEARS IN SERVICE SCRAPPED - -------------------- ---------------------- ---------------- ------------------- -------------------- ------------------- - -------------------- ---------------------- ---------------- ------------------- -------------------- ------------------- D Westinghouse CS, CA 1941 - 1961 * * - -------------------- ---------------------- ---------------- ------------------- -------------------- ------------------- - -------------------- ---------------------- ---------------- ------------------- -------------------- ------------------- E Westinghouse CS 1950 - 1957 * * - -------------------- ---------------------- ---------------- ------------------- -------------------- ------------------- - -------------------- ---------------------- ---------------- ------------------- -------------------- ------------------- F Westinghouse DS 1955 - 1957 * * - -------------------- ---------------------- ---------------- ------------------- -------------------- ------------------- - -------------------- ---------------------- ---------------- ------------------- -------------------- ------------------- G Westinghouse DS 1957 - 1960 * * - -------------------- ---------------------- ---------------- ------------------- -------------------- ------------------- - -------------------- ---------------------- ---------------- ------------------- -------------------- ------------------- I Westinghouse D2S 1961 - 1963 * * - -------------------- ---------------------- ---------------- ------------------- -------------------- ------------------- - -------------------- ---------------------- ---------------- ------------------- -------------------- ------------------- J Westinghouse D3S 1963 - 1968 * * - -------------------- ---------------------- ---------------- ------------------- -------------------- ------------------- - -------------------- ---------------------- ---------------- ------------------- -------------------- ------------------- K Westinghouse D4S 1968 - 1971 * * - -------------------- ---------------------- ---------------- ------------------- -------------------- ------------------- - -------------------- ---------------------- ---------------- ------------------- -------------------- ------------------- L General Electric I60 1948 - 1967 * * - -------------------- ---------------------- ---------------- ------------------- -------------------- ------------------- - -------------------- ---------------------- ---------------- ------------------- -------------------- ------------------- M General Electric I70 1968 - Present * * - -------------------- ---------------------- ---------------- ------------------- -------------------- ------------------- - -------------------- ---------------------- ---------------- ------------------- -------------------- ------------------- N Westinghouse D4S 1971 - 1977 * * - -------------------- ---------------------- ---------------- ------------------- -------------------- ------------------- - -------------------- ---------------------- ---------------- ------------------- -------------------- ------------------- O Westinghouse D4S 1977 - 1984 * * - -------------------- ---------------------- ---------------- ------------------- -------------------- ------------------- - -------------------- ---------------------- ---------------- ------------------- -------------------- ------------------- P Westinghouse D5S 1984 - 1988 * * - -------------------- ---------------------- ---------------- ------------------- -------------------- ------------------- - -------------------- ---------------------- ---------------- ------------------- -------------------- ------------------- R Westinghouse D5S 1988 - Present * * - -------------------- ---------------------- ---------------- ------------------- -------------------- ------------------- - -------------------- ---------------------- ---------------- ------------------- -------------------- ------------------- S Schlumberger J5S 1986 - Present * * - -------------------- ---------------------- ---------------- ------------------- -------------------- ------------------- - -------------------- ---------------------- ---------------- ------------------- -------------------- ------------------- Hexagram Schlumberger J5S 1986 - Present * * - -------------------- ---------------------- ---------------- ------------------- -------------------- -------------------
* ABB type D5S residential meters in the range G72,000,000 to G73,999,999 Total Meters (Active Accounts) * Total Meters (Inactive Accounts) * Total In-Service Meters * Notes: 1. Contractor will purchase new Meters to replace Meters identified above as "to be scrapped." 2. The above single-phase in-service Meter population is based on in-service Meters as of July 14, 1995. 3. The above table pertains to single-phase KWH residential Meters only. The quantity of single-phase demand Meters which will be provided by the Contractor is identified in Schedule H. - ------------------------------------------------------------------------------- REPLACEMENT SCHEDULE H - -------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------- SCHEDULE H - ---------------------------------------------------------------------------------------------------------------------- METER POPULATION FORECAST --------------------------------------------- SINGLE PHASE --------------------------------------------- - ----------- ---------------------- ---------------------- ---------------------- ---------------------- ---------------- THREE- GROWTH YEAR KWH DEMAND PHASE TOTALS PERIOD - ----------- ---------------------- ---------------------- ---------------------- ---------------------- ---------------- 1995 * * * * - ----------- ---------------------- ---------------------- ---------------------- ---------------------- - ----------- ---------------------- ---------------------- ---------------------- ---------------------- 1996 * * * * - ----------- ---------------------- ---------------------- ---------------------- ---------------------- - ----------- ---------------------- ---------------------- ---------------------- ---------------------- 1997 * * * * 1 - ----------- ---------------------- ---------------------- ---------------------- ---------------------- - ----------- ---------------------- ---------------------- ---------------------- ---------------------- 1998 * * * * - ----------- ---------------------- ---------------------- ---------------------- ---------------------- ---------------- - ----------- ---------------------- ---------------------- ---------------------- ---------------------- ---------------- 1999 * * * * - ----------- ---------------------- ---------------------- ---------------------- ---------------------- - ----------- ---------------------- ---------------------- ---------------------- ---------------------- 2000 * * * * 2 - ----------- ---------------------- ---------------------- ---------------------- ---------------------- - ----------- ---------------------- ---------------------- ---------------------- ---------------------- 2001 * * * * - ----------- ---------------------- ---------------------- ---------------------- ---------------------- ---------------- - ----------- ---------------------- ---------------------- ---------------------- ---------------------- ---------------- 2002 * * * * - ----------- ---------------------- ---------------------- ---------------------- ---------------------- - ----------- ---------------------- ---------------------- ---------------------- ---------------------- 2003 * * * * 3 - ----------- ---------------------- ---------------------- ---------------------- ---------------------- - ----------- ---------------------- ---------------------- ---------------------- ---------------------- 2004 * * * * - ----------- ---------------------- ---------------------- ---------------------- ---------------------- ---------------- - ----------- ---------------------- ---------------------- ---------------------- ---------------------- ---------------- 2005 * * * * - ----------- ---------------------- ---------------------- ---------------------- ---------------------- - ----------- ---------------------- ---------------------- ---------------------- ---------------------- 2006 * * * * 4 - ----------- ---------------------- ---------------------- ---------------------- ---------------------- - ----------- ---------------------- ---------------------- ---------------------- ---------------------- 2007 * * * * - ----------- ---------------------- ---------------------- ---------------------- ---------------------- - ----------- ---------------------- ---------------------- ---------------------- ---------------------- ---------------- 2008 * * * * - ----------- ---------------------- ---------------------- ---------------------- ---------------------- - ----------- ---------------------- ---------------------- ---------------------- ---------------------- 2009 * * * * 5 - ----------- ---------------------- ---------------------- ---------------------- ---------------------- - ----------- ---------------------- ---------------------- ---------------------- ---------------------- 2010 * * * * - ----------- ---------------------- ---------------------- ---------------------- ---------------------- 2011 * * * * - ----------- ---------------------- ---------------------- ---------------------- ---------------------- - ----------- ---------------------- ---------------------- ---------------------- ---------------------- 2012 * * * * - ----------- ---------------------- ---------------------- ---------------------- ---------------------- ----------------
Notes: 1. The above Meter forecast represents projected net Meter growth activity throughout the Term. Duquesne is not committed to achieving these quantities, nor does it agree to be limited by them. 2. Growth projections are approximate. If net cumulative Meter population exceeds the ending projected levels for the appropriate growth period by * or greater, the Change Order Notice process described in Section 4.8 of the Agreement will be initiated. 3. The Parties agree that the Contractor shall expend up to * per year for the purchase of Three-Phase and single phase ABB PowerPlus Alpha Meters. Any amount not expended in a given year shall be added to the amounts available for subsequent years. If the cumulative purchase cost for such meters exceeds the cumulative annual amount identified above, Contractor may proceed under Section 4.8 of the Agreement. 4. If actual Meter growth exceeds the above cumulative Meter population forecast, either by type or period, Contractor may proceed under Section 4.8 of the Agreement. 5. Requirements for load research meters are identified in Schedule A. If these requirements are exceeded, the change control process will apply. 9/11/97 REPLACEMENT SCHEDULE I SCHEDULE I CUSTOMER SERVICE REQUIREMENTS REGULATORY GUIDELINES 1. Pennsylvania Public Utility Commission Compliances Guidelines 2. Chapter 56 Regulations - Standards and Billing Practices for Residential Utility Service PROGRAMS/MANUALS 1. Customer Service Guarantee Programs as attached hereto 2. Customer Service Representative Section Manual Requirements 3. Maintenance of a Customer Satisfaction Performance Index, as measured by Customer Contact Survey results conducted by Duquesne for work performed by Contractor, for field-related meter installation and servicing activities of not less than 6.7 out of a possible 7.0 scale based on criteria defined in Schedule A including categories for Friendly and Courteous, Timely, Professional and Competent, Respected Property, and Presentable performance. Contractor acknowledges the importance of customer service and agrees that compliance with these programs and guidelines is essential to the delivery of quality customer service. In this regard, Contractor agrees to assume responsibility, during Phase III, for reimbursement to Duquesne for applicable Customer Service Guarantee Program payments made by Duquesne as the result of Contractor's actions or inactions. A quarterly summary report outlining all Contractor infractions will be prepared and provided to the Contractor by Duquesne, applicable payment amounts will be shown as a credit on the following month's invoice. Note: In the event that a performance guarantee is assessed for the accuracy/error rate category defined in Schedule L, any reimbursement amounts already charged for reading errors will be treated as a credit to the total assessment due under Schedule L, Table 3.
SCHEDULE J MILESTONE SCHEDULE - ---------------------------------------------------------------------------------------------------------------------- MILESTONE DATE CATEGORY 1. Agreement Signed January 15, 1996 Complete 2. Begin Kickoff Meetings and Preparation March 4, 1996 Complete 3. Phase I Installations Begin April 28, 1996 Complete 4. * May 1, 1996 Complete 5. Initial Phase I Meter Installations Completed June 17, 1996 Complete 6. Initial Receipt of New Phase II Meters With Modules June 17, 1996 Complete 7. Oracle/GIHP Installed With Basic Oracle Applications June 21, 1996 Complete 8. * August 16, 1996 Complete 9. Retrofit Center Becomes Operational August 30, 1996 Complete 10. Maximum Meter Deployment Rate Achieved March 31, 1997 Complete (60,000 - March 1997) 11. Complete Meter Test Lab Setup July 15, 1997 Complete 12. Version 2.4.2 Operational, CBI Operational with 100,000 Accounts July 31, 1997 Complete Read on Fixed Network (Available to Be Billed) 13. Finalize High level GIHP/MV-90 Data Flow Paths and Interfaces July 31, 1997 Complete 14. Contractor Begins Testing and Maintenance of Single Phase August 15, 1997 Complete (Non-Demand) Meters 15. MV-90 and Version 2.5 Application Specifications, * August 31,1997 Complete and DCI Product Specifications Delivered to Duquesne 16. Achieve Phase I Acceptance (100,000 Fixed Network Accounts August 31, 1997 Not Applicable Available for Billing in August) 17. Phase II Begins September 1, 1997 Not Applicable 18. 100% ERT Field Installations Completed (Non-Demand) (Except URD) * * 19. MV-90 Translation System Installed and Operational with Required * Interfaces 20. * Functional Specification Delivered to Duquesne *
MILESTONE DATE CATEGORY 21 50% of Identified Equipment Field Installations Completed * * 22. * * * 23. Genesis Fixed Network Version 2.5 Software Installed and December 31, 1997 CRITICAL Operational ( * Accounts on Fixed Network, Daily Reads, - See Note 4 - All Applications Functioning) 24. * Functional Specification Delivered to * Duquesne 25. 100% of Fixed Network Equipment Installations Completed - * * * Fixed Network Coverage/100% with ERTs or Sentry (including URD, excluding Demand Accounts) 26. Network Monitoring Capability - SNMP Implemented * 27. Complete System Support for Single Phase and Shared Line Three May 31, 1998 Significant Phase ABB Alpha Meters Installed by Duquesne including Required - See Note 7 - Interfaces (excluding * Accounts) as Defined in Schedule A 28. Complete * Installations on Applicable Single-Phase * * Demand Accounts 29. Fixed Network Functionality Operational-Including applicable June 30, 1998 CRITICAL Schedule A interfaces ( * of Single-Phase Accounts on Fixed - See Notes 5 & 6 - Network, Daily Reads, Billed from Fixed Network) 30. Real-Time Pricing Implemented and Operational (MV-90 Accounts) * * (Excludes * ) 31. Phase II Acceptance - Achieved * Not Applicable 32. Phase III Begins * Not Applicable 33. * * * 34. Complete Remaining Interfaces Identified in Schedule A Section 3.2 * * 35. Enhanced * Performance Achieved - (See * * Schedules B and L) 36. * for Fixed Network (including * ) * * Accounts - Operational 37. Complete Appropriate Communication Links for Three Phase Alpha * * Meters Installed by DLCo as of * as defined in Schedule A 38. Fixed Network Build Out Completed if Option Exercised by Duquesne * * (Covering up to * of Customers in Service Area)
CATEGORY DEFINITIONS PROJECT IMPACT 1. Critical - Top Priority Milestone Potential Default of Contract 2. Significant-Serious Schedule Delay Liquidated Damages Imposed by Deficiency Duquesne 3. General - Area of Concern Corrective Action Plan Submitted to (All Others) Duquesne 4. Complete Milestone has been Completed Notes: 1. Finish dates for equipment milestones remain fixed regardless of changes in equipment quantities that may occur. 2. "Production" or "operational" use is defined as delivered, tested and accepted for use by Duquesne. 3. MV-90 system and functions to be delivered by the dates established upon completion of Milestone #13, but not later than October 1, 1997 (see Milestone #19). 4. If Milestone #23 is not achieved on schedule, Itron agrees to pay $5 million delay liquidated damages and then either install ABB Alpha meters on all remaining (less than * ) single-phase demand accounts in lieu of * hardware (Duquesne must select this option within 30 days) or pay a second $5 million "cure for default", whichever is requested by Duquesne. At Duquesne's option in lieu of either of these two alternatives, Duquesne may collect the first $5 million delay liquidated damages and then proceed with default. 5. If Milestone #29 is not achieved, Contractor agrees to pay $5 million delay liquidated damages, and then pay a second $5 million "cure for default" penalty at Duquesne's option in lieu of proceeding with default. At Duquesne's option, Duquesne may collect the first $5 million delay liquidated damages and then proceed with default. Selection of one of these second two options will remain open, if a choice is not made, until such time as the milestone is achieved. 6. Once Milestone #29 is achieved and Phase III pricing is in effect, subsequent failure to complete one or more of Milestones #33-37 will bring about a * (non-cumulative) reduction in the monthly base price amount shown on Schedule D until such time as that milestone(s) has been completed. 7. Milestone #27 will have special status. Both parties agree that failure to meet that date will result in a (no cure period) payment of $5 million delay liquidated damages even though Milestone #27 is considered a significant milestone. 8. Phase I Acceptance is defined as Milestone #12 completed, tested and operational, with Milestones #13-16 also completed, and 100,000 accounts available to be billed through the fixed network. 9. Phase II Acceptance is defined as Milestone #31 completed with Milestones #18-30 also completed. All deliverables tested and accepted by Duquesne per agreed test plans as defined in Schedule F. REPLACEMENT SCHEDULE K SCHEDULE K MINOR CHANGE ORDER - ------------------------------- ------------------------------ ---------------- SUBMITTED BY: CHANGE ORDER NO.: DATE: - ---------------------------------------- -------------------------------------- ACTION - ---------------------------------------- -------------------------------------- - ------------------------------------------------------------------------------- DESCRIPTION OF CHANGE - ------------------------------------------------------------------------------- - ----------------------------- ----------------------------- ------------------- Scope Change: Price Adjustment: Significant Performance Impact: Schedule Impact: |_|YES |_| NO |_| YES |_| NO |_|YES |_| NO |_|YES |_| NO - ----------------------------- ----------------------------- ------------------- - ------------------------------------------------------------------------------- Disposition: - ------------------------------------------------------------------------------ - ------------------------------------------------------------------------------ The above description describes in detail the nature of the change, along with the explanation of any categories where "Yes" has been selected above. The undersigned agrees that no work will be performed concerning this change until approval is received as indicated below: Authorized Representative - ------------------------------------------------------------------------------- - ------------------------------------------------------------------------------- SIGNATURES - ------------------------------------------------------------------------------ - ------------------------------------------------------------------------------ Signature: Date: Itron Project Manager: - ------------------------------------------------------------------------------ - ------------------------------------------------------------------------------ Duquesne Light Project Manager: Signature: Date: - ------------------------------------------------------------------------------- REPLACEMENT SCHEDULE L - ------------------------------------------------------------------------------- SCHEDULE L - ------------------------------------------------------------------------------ PERFORMANCE GUARANTEES Under terms of the Agreement, Contractor guarantees the following during Phase III: I. SCHEDULED BILLING READS COMPLETION * of the scheduled billing reads required for billing purposes during any month will be attempted during such month. The following assessments shall be charged if * of the scheduled billing reads are not attempted within the * reading window in any month (see Note 3).
----------------------------------------------------- ----------------------------- SCHEDULE COMPLETION % ASSESSED ----------------------------------------------------- ----------------------------- ----------------------------------------------------- ------------------------------ Less than * or more * ----------------------------------------------------- ------------------------------ ----------------------------------------------------- ------------------------------ Less than * or more * ----------------------------------------------------- ------------------------------ ----------------------------------------------------- ------------------------------ Less than * or more * ----------------------------------------------------- ------------------------------ ----------------------------------------------------- ------------------------------ Less than * * ----------------------------------------------------- ------------------------------ TABLE 1
II. PERCENT OF SCHEDULED BILLING READS OBTAINED During any month, * or more of the scheduled billing reads will be obtained during the * period such reads are permitted to be obtained. In the event the percentage of scheduled billing reads obtained on schedule falls below * in any month, the following assessments shall be charged (see Note 3):
------------------------------------------------ ASSESSMENTS ------------------------------------------------ ----------------------- ------------------------ % OF READS OBTAINED % ASSESSED ----------------------- ------------------------ ----------------------- ------------------------ * * ----------------------- ------------------------ ----------------------- ------------------------ * * ----------------------- ------------------------ ----------------------- ------------------------ * * ----------------------- ------------------------ ----------------------- ------------------------ * * ----------------------- ------------------------ ----------------------- ------------------------ * * ----------------------- ------------------------ ----------------------- ------------------------ * * ----------------------- ------------------------ ----------------------- ------------------------ * * ----------------------- ------------------------ ----------------------- ------------------------ * * ----------------------- ------------------------ TABLE 2
III. ACCURACY/ERROR RATE During any monthly billing cycle the number of reading errors will not exceed * . In the event the number of reading errors exceeds * during a monthly billing cycle, the following assessments will be charged:
----------------------------------------------------- ASSESSMENTS ----------------------------------------------------- --------------------------- ------------------------- # OF ERRORS % ASSESSED --------------------------- ------------------------- --------------------------- ------------------------- * * --------------------------- ------------------------- --------------------------- ------------------------- * * --------------------------- ------------------------- --------------------------- ------------------------- * * --------------------------- ------------------------- --------------------------- ------------------------- * * --------------------------- ------------------------- --------------------------- ------------------------- * * --------------------------- ------------------------- --------------------------- ------------------------- * * --------------------------- ------------------------- --------------------------- ------------------------- * * --------------------------- ------------------------- --------------------------- ------------------------- * * --------------------------- ------------------------- TABLE 3
IV. SCHEDULED DAILY READS FROM FIXED NETWORK METERS PERCENT OF VALID DAILY READS OBTAINED ON SCHEDULE During any month the percentage of valid scheduled daily reads received by the following day (based on cumulative totals for such month as measured on a calendar day basis) obtained from meters covered by the fixed network and the MV-90 system (excluding communications deficiencies or operator error) will equal * or more. In the event the percentage of valid scheduled daily reads falls below * for any month, the following assessments will be charged (see Notes 4 and 7):
----------------------------------------------------- ASSESSMENTS ----------------------------------------------------- ---------------------------- ------------------------ % OF READS OBTAINED % ASSESSED ---------------------------- ------------------------ ---------------------------- ------------------------ * * ---------------------------- ------------------------ ---------------------------- ------------------------ * * ---------------------------- ------------------------ ---------------------------- ------------------------ * * ---------------------------- ------------------------ ---------------------------- ------------------------ * * ---------------------------- ------------------------ ---------------------------- ------------------------ * * ---------------------------- ------------------------ ---------------------------- ------------------------ * * ---------------------------- ------------------------ ---------------------------- ------------------------ * * ---------------------------- ------------------------ ---------------------------- ------------------------ * * ---------------------------- ------------------------ ---------------------------- ------------------------ * * ---------------------------- ------------------------ TABLE 4
V. OUTAGE DETECTION AND RESTORATION REPORTING Deliver CCU * outage detection and restoration notification through appropriate delivery mechanisms within the required response times defined in Schedule B, * of the time by * (as determined through random sampling techniques initiated by Duquesne - See Note 8).
---------------------------------------------------------------------- ASSESSMENTS ---------------------------------------------------------------------- ----------------------------------- ---------------------------------- % REPORTED WITHIN SPECIFIED RESPONSE TIME * % ASSESSED ----------------------------------- ---------------------------------- ----------------------------------- ---------------------------------- * or Greater * ----------------------------------- ---------------------------------- ----------------------------------- ---------------------------------- Less than * * ----------------------------------- ---------------------------------- ----------------------------------- ---------------------------------- Less than * * ----------------------------------- ---------------------------------- ----------------------------------- ---------------------------------- Less than * * ----------------------------------- ---------------------------------- ----------------------------------- ---------------------------------- Less than * * ----------------------------------- ---------------------------------- ----------------------------------- ---------------------------------- Less than * * ----------------------------------- ---------------------------------- ----------------------------------- ---------------------------------- Less than * * ----------------------------------- ---------------------------------- TABLE 5
VI. OPERATING STANDARDS Respond to Level 1, 2 and 3 system operating deficiencies within * , * and * , respectively. VII. SYSTEM PERFORMANCE STANDARDS Near real time data availability is defined as * or sooner, when posting current RTP data for customer access, through the appropriate data transfer mechanism (see Note 5). NOTES: 1) The percentages set forth in Tables I through V will be applied to the total amount due to Contractor for the applicable month (excluding any credits, set-offs, or assessments) and will be shown as a credit on the invoice for the month. 2) A reading error will exist if the difference between the Itron recorded and actual reading as displayed on the meter is greater than * kilowatt hours. 3) The * reading window is defined as * before the scheduled reading date through the * period after the scheduled reading date. 4) A valid scheduled daily read is defined as delivery of any read or combination of reads on a daily basis as required to support a rate or advanced service listed on Schedule D. Reads required to support TOU and Customer Choice Option accounts, for example, must occur at specific times to support implementation of the rate. Consequently, each such daily read or required combination of reads is considered a "valid scheduled read" when evaluating performance. As a minimum, the valid scheduled daily read for fixed network and MV-90 system accounts not requiring advanced services is a daily read (see also Schedule A for read frequencies). Assessments for the Customer Choice Option rate will not begin before * . 5) Section VII System Performance Standards are subject to the appropriate assessment schedules in Table IV for the purpose of determining any assessments to be charged if reads or alarms are not obtained. 6) Level 1 system operating deficiency is defined as a "critical" deficiency requiring immediate action; Level 2 deficiency is a "serious" deficiency requiring prompt action; Level 3 deficiency is a "non-critical" deficiency requiring follow-up action as described in the Contractor's Fixed Network Test Plan dated September 21, 1996. 7) The assessment and performance provisions of Schedule L are based on * of all metered accounts in Duquesne's service area being covered by the fixed network or MV-90 system beginning with Phase III. The total number of meters subject to these provisions will increase up to * of all meters by * , if Duquesne exercises its option to expand the fixed network up to * of all accounts. The formulas for calculating performance and determining assessments will be adjusted to reflect the increased number of accounts on the fixed network which are thereby subject to additional scheduled reads. 8) Outage detection and restoration reporting performance will be evaluated by Duquesne based on periodic statistically significant sampling of randomly selected meters throughout the fixed network coverage area once or twice annually.