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Sensus AMI System Performance Warranty
<br />C F-C-WAR-00-01-OB 14-01-A
<br />f . Terms of 'Sale B, Route Read Success Test.
<br />Sensus USA Inc. ("Sensus") warrants the performance of the AMI System to the Customer I. The Route Read Success Test will measure the percentage of Route Units that
<br />as set forth below. This warranty and all products and services sold or otherwise provided deliver valid billable meter reads during the Billing Window. The Route Read
<br />by Sensus directly to the Customer are pursuant to the Sensus Terms of Sale, available at, Success Test only measures reads sent from the Route Units; it does not include
<br />i'tt.g_ �ru In �uu_r err T� Y toxi Lawrr�Ptiaw7 i ("Terms of Sale") on demand reads. The commencement date of the Billing Window shall be
<br />2. Performance Warranty. The 'Performance Warrantd' is as follows: agreed by Customer and Sensus.
<br />3.
<br />A. Warranty, Sensuswarrants to Customer thattheAMI System deployed for a particular
<br />Utility Customer meets the performance test standards set forth below in section 3
<br />("Performance Test Standards") from the Effective Date until the Warranty End Date.
<br />If the Utility Customer's AMI System does not meet such Performance Test Standards,
<br />then as Sensus' sole obligation and Customer's sole remedy, Sensus shall take steps
<br />that Sensus deems necessary, in Sensus' sole discretion, to cause the AMI System
<br />to satisfy the Performance Test Standards. Such steps may include Sensus' delivery
<br />to the Utility Customer (without charge to the Utility Customer) the hardware for
<br />additional RF Field Equipment, provided that all RF Field Equipment shall be located
<br />and installed as directed by Sensus. Utility Customer shall have title to all equipmer:t
<br />provided pursuant to this subsection (A). Notwithstanding anything to the contrary,
<br />Customer shall pay for any Recurrent RF Field Equipment Fees and any Ongoing Fees
<br />for all equipment provided pursuant to this subsection (A).
<br />B. Limitations. The Performance Warranty shall only apply; (i) to the Meter Data; (it)
<br />from the Effective Date ur:til the Warranty End Date; (Iii) if Sensus has completed a
<br />propagation study for the applicable Utility Customer based on the Performance Test
<br />Standards, such propagation study has been approved in writing (including without
<br />limitatior, by email) by Sensus, and such propagation study has been agreed to in
<br />writing (including without limitation, by email) by the Utility Customer ("Certified
<br />Propagation Study') (for clarity, the Certified Propagation Study consists of all
<br />documents of the propagation study, including without limitation, the server map and
<br />the document describing the Required RF Field Equipment locations and antennae
<br />details); (iv) if the Utility Customer has entered into a Spectrum Lease Agreement with
<br />Sensus; (v) if all the Required RF Field Equipment identified in the Certified Propagation
<br />Study is installed; (vi) if the Required RF Field Equipment is installed as described
<br />in the Certified Propagation Study, including without limitation, in the locations and
<br />at the heights identified in the Certified Propagation Study, and (vii) the Required
<br />RF Field Equipment is operating and has been maintained to Sensus' specifications
<br />(collectively, the "Requirements'). If any Requirement is not satisfied, then: the
<br />Performance Warranty is void; Sensus has no obligation to remedy the AMI System
<br />performance; Sensus has no obligation to provide RF Field Equipment hardware at no
<br />cos(, and Customer is responsible for purchasing such RF Field Equipment, even if it
<br />is necessary to meet the specifications set fortis in the Performance Test Standards. 4.
<br />Furthermore, if new and(or different RF Field Equipment locations are required
<br />as a result of not meeting any Requirements, Customer agrees to: pay Sensus for
<br />the completion of any additional propagation studies; pay Sensus for the additional
<br />RF Field Equipment hardware; perform the necessary site preparation; and pay for
<br />any Recurrent RF Field Equipment Fees and any Ongoing Fees for all equipment
<br />purchased pursuant to this subsection (B). Any equipment required pursuant to this
<br />subsection (B) is added to the defnition of "Required RF Field Equipment"
<br />Performance Test Standards
<br />A. Generally.
<br />i. The parties shall mutually agree on specific reading routes (each a "Route").
<br />Each Route will be separately tested with the intent to provide incremental
<br />acceptance of distinctly defined geographical areas and populations of meters.
<br />Each Route shall contain a statistical sample of Test Units (`Route Units"). Route
<br />Units only include the Test Units installed in the applicable Route. For Utility
<br />Customers with any combination of water, gas, and electricity Endpoints, the
<br />water Endpoints, gas Endpoints, and electricity Endpoints will each be tested
<br />separately according to the procedure below. For clarity, a single Route will not
<br />have a combination of water; gas, and electricity meters, but it will consist of only
<br />water, gas, or electricity Test Units.
<br />ii. Before beginning the Performance Test Standards, all Route Units must be
<br />installed, Customer shall send written notice to Sensus once the Test Equipment
<br />and all Route Units are installed ("Route Deployment"), Such notice shall irdicate
<br />the date on which the Route Deployment was completed (`Route Deolovmert
<br />Date")
<br />it. Within thirty (30) days after the Route Deployment Date, the parties shall begin
<br />the Performance Test Standards on the Route. Customer, Utility Customer, and
<br />Sensus shall work in good faith to complete the Performance Test Standards no
<br />later than thirty (30) days after commencement of testing.
<br />(# cf Route Units that deliver a valid tillable meter
<br />Route Read Success= 100 X read during the Billing'Wincli
<br />(total # of Route Units in the applicable Route)
<br />If Route Read Success is equal or greater than the Success Percentage
<br />during one Billing Window, the Performance Test Standards for that Route has
<br />passed. Customer shall promptly Issue written notice to Sensus that either (a)
<br />Sensus has not successfully completed the Performance Test Standards for the
<br />applicable (Route; or (b) Sensus has successfully completed the Performance
<br />Test Standards for the applicable Route and such notice shall specify the
<br />applicable Route and shall state the date on which the Route Read Success
<br />Test was successfully completed. If Customer does not issue such notice
<br />within five days of completion of the test, then the test is automatically deemed
<br />successfully passed. Sensus has no obligation to continue optimizing the
<br />system and meeting performance specifications upon successful completion of
<br />the Performance Test Standards for each Route, This process shall continue
<br />until all (Routes have successfully completed the Performance Test Standards.
<br />If Sersus does not successfully complete the Performance Test Standards
<br />for the applicable Route, then upon receipt of notice, Sensus shall fulfill its
<br />obligations in Section 2 above, and the applicable Route shall be retested within
<br />a reasonable time.
<br />Upon completion of the Performance Test Standards for all Routes, Customer
<br />shall promptly issue written notice to Sensus that either (a) Sensus has not
<br />successfully completed the Performance Test Standards for the AMI System;
<br />or (b) Sensus has successfully completed the Performance Test Standards for
<br />the AMI System and such notice shall state the date on which the Performance
<br />Test Standards was successfully completed. If Customer does not issue such
<br />notice within five days of completion of the tests, then the Performance Test
<br />Standards for the AMI System is automatically deemed successfully passed. If
<br />Sensus does not successfully complete the Performance Test Standards, then
<br />upon receipt of notice, Sensus shall fulfill its obligations in Section 2 above, and
<br />the AMI System shall be retested within a reasonable time.
<br />THE WARRANTY SET FORTH IN SECTION 2 OF THIS PERFORMANCE WARRANTY
<br />IS THE ONLY WARRANTY RELATED TO THE PERFORMANCE OF THE AMI SYSTEM.
<br />SENSUS EXPRESSLY DISCLAIMS ANY AND ALL OTHER REPRESENTATIONS,
<br />WARRANTIES, CONDITIONS, EXPRESSED„ IMPLIED, STATUTORY OR OTHERWISE,
<br />REGARDING ANY MATTER IN CONNECTION WITH THESE TERMS OF SALE,
<br />INCLUDING WITHOUT LIMITATION, WARRANTIES AS TO FITNESS FORAPARTICULAR
<br />PURPOSE, MERCHANTABILITY, NOWINFRINGEMENTAND TITLE.
<br />SENSUS ASSUMES NO LIABILITY FOR COSTS OR EXPENSES ASSOCIATED WITH
<br />LOST REVENUE OR WITH THE REMOVAL OR INSTALLATION OF EQUIPMENT. THE
<br />FOREGOING REMEDIES ARE CUSTOMER'S SOLE AND EXCLUSIVE REMEDIES FOR
<br />THE PERFORMANCE OF THE AMI SYSTEM.
<br />Limitation of Liability.
<br />SENSUS' AGGREGATE LIABILITY IN ANY AND ALL CAUSES OF ACTION ARISING
<br />UNDER, OUT OF OR IN RELATION TOTHISWARRANTYANDALL OTHERAGREEMENTS
<br />BETWEEN SENSUSAND CUSTOMER, THEIR NEGOTIATION, PERFORMANCE, BREACH
<br />OR TERMINATION (COLLECTIVELY "CAUSES OF ACTION') SHALL NOT EXCEED
<br />(1) IF CUSTOMER IS ALSO THE UTILITY CUSTOMER THE TOTAL AMOUNT PAID BY
<br />CUSTOMER TO SENSUS; OR (11) IF CUSTOMER IS NOT THE UTILITY CUSTOMER,
<br />THE TOTAL AMOUNT PAID BY CUSTOMER TO SENSUS SOLELY IN RELATION TO
<br />THE UTILITY CUSTOMER. THIS IS SO WHETHER THE CAUSES OF ACTION ARE IN
<br />TORT, INCLUDING WITHOUT LIMITATION, NEGLIGENCE OR STRICT LIABILITY, IN
<br />CONTRACT, UNDER STATUTE OR OTHERWISE. AS A SEPARATE AND INDEPENDENT
<br />LIMITATION ON LIABILITY, SENSUS' LIABILITY SHALL BE LIMITED TO DIRECT
<br />DAMAGES, SENSUS SHALL NOT BE LIABLE, FOR: (I) ANY INDIRECT, INCIDENTAL,
<br />SPECIAL OR CONSEQUENTIAL DAMAGES; NOR (II)ANY REVENUE OR PROFITS LOST
<br />BY CUSTOMER, UTILITY CUSTOMER OR EITHER OF THEIR AFFILIATES FROM ANY
<br />END USER(S), IRRESPECTIVE OF WHETHER SUCH LOST REVENUE OR PROFITS IS
<br />CATEGORIZED AS DIRECT DAMAGES OR OTHERWISE; NOR (III)ANY IN/OUT COSTS;
<br />NOR (IV) MANUAL METER READ COSTS AND EXPENSES. The limitations on liability set
<br />forth herein are fundamental inducements to Sensus, They apply unconditionally and in all
<br />respects, They are to be interpreted broadly so as to give Sensus the maximum protector
<br />permitted under law, To the maximum extent permitted by law, no Cause of Action may be
<br />instituted against Sensus more than TWELVE (12) MONTHS after the Cause of Action first
<br />arose. In the calculation of any damages in any Cause of Action, ro damages incurred more
<br />than TWELVE (12) MONTHS prior to the filing of the Cause ofAction shall be recoverable.
<br />25H-145 sffinsus
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