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HomeMy WebLinkAboutSENSUS USA, INC.01 ?Ui (S) ("kdGI-S) " Software as a Service and Spectrum Lease Agreement between CITY OF SANTA ANA, CALIFORNIA ("Customer") and Sensus USA Inc. ("Sensus") A-2020-232 SEf sus a xylem brand IN WITNESS WHEREOF, the parties have caused this Software as a Service and Spectrum Lease ("Agreement") to be executed by their duly authorized representatives as of the day and year written below. The date of the last party to sign is the "Effective Date." This Agreement shall commence on the Effective Date and continue for/until: 5 Years ("Initial Term"), At the end of the Initial Term, this Agreement shall automatically renew for an additional tern of 5 years ("Renewal Tenn"). The "Term" shall refer to both the Initial Term and the Renewal Term. This Agreement contains two parts: Part (1) is The FCC Notification for Spectrum Manager Lease, to be filed with the FCC by Sensus on behalf of the Customer and Part (2) is a Software as a Service and Spectrum Lease between Sensus and Customer. Together, these two parts create the Agreement. Sensus USA Inc By: Name: Tim Harriger Customer: CITY OF SANTA ANA CA By (— Name: Kristine Ridge Title: VP Sales, NA Water Title: Date: / p f a I / a o a o Date City Manager 11- 7,q—tif7 Contents of this Agreement: Approved as to Form Part 1: Notification for Spectrum Manager Lease, Part 2: Agreement _ Exhibit Software JoV M.Funk Exhibit B Technical Support Assistant City Attorney Attest r Daisy Gomez Clerk of the Council Recommended for Approval abil Saba ecutive Director ublic Works Agency Confidential I Page 1 of 14 Part 1: Notification for Spectrum Manager Lease In order for Sensus to apply to the FCC on the Customers behalf for a spectrum manager lease, Customer must complete the Information below in boxes one (1) through ten (10) and certify via authorized signature. Customers signature will indicate that Customer authorizes Sensus to file the spectrum manager lease notification on FCC Form 608 with the Customer as spectrum Lessee, and if Customer does not already have one, ownership disclosure information on FCC Form 602, Customer/Lessee Name: City of Santa Ana Attention To: Nabil Saba Name of Real Party in Interest: Street Address: 20 Civic Center Plaza City: Santa Ana State: CA Zip: 92702 Phone: 714-647-5400 Fax: Email: NSaba@santaana.org Is Customer contact information same as above? 29Yes LjNo (If No, complete box 2 below) 2. Additional Customer/Lessee Contact Information Company Name: Attention To: Street Address: City: State: Zip: Phone: Fax: Email: Customer/Lessee is a(n) (Select one): ❑Individual i ❑ Unincorporated Association i []Trust ®Govemment Entity I ❑Corporation I ❑ Limited Liability Company I ❑General Partnership ❑Limited Partnership i []Limited Liability Partnership I ❑Consonium i ❑ Other FCC Form 602: FCC File Number of Customers Form 602 Ownership Information: . If Customer has not filed a Form 602, Sensus will file one for Customer. Please complete questions 5, 6, and 7 below if Customer does not have a Form 602 on file. Customer must complete items 8, 9 and 10 roes five of whether Customer has an ownership report on file. Customer Tax ID: 955000785 Individual Contact For FCC Matters Please designate one individual (the Director of Public Works or similar person) who is responsible to the FCC for the operation of the FlexNet radio system. Name Nabil Saba Title: Executive Director, Public Works Agency Email: NSaba@santaana.org Phone: 714-6475400 7. Ownership Disclosure Information If Customer/Lessee is a govemment entity, list the names of the Mayor and all Council Members below, as well as verify citizenship and ownership interests in any entity regulated by the FCC. Such ownership must be disclosed where a mayonrouncil member owns 10% or more, directly or indirectly, or has operating control of any entity subject to FCC regulation. If any answer to Ownership question is Yes, or any answer to Citizenship question Is No, provide an attachment with further explanation. US Citizen? Ownership Disclosure? Mayor. Miguel Pulido ®Yes ❑No []Yes []No Council Member: Vicente Sartniento ®Yes ❑No ❑Yes ❑No Council Member. David Penaloza ®Yes ❑No ❑Yes []No Council Member. Jose Soloro ®Yes ❑No []Yes []No Confidential I Page 2 of 14 Council Member. Phil Bacerta ®Yes ❑No []Yes []No Council Member. Juan Villages ®Yes []No ❑Yes ONO Council Member. Nelida Mendoza Was ❑No ❑Yes ONO Council Member: ❑Yes []No ❑Yes ❑No Council Member. ❑Yes ❑No ❑Yes ❑No Council Member. ❑Yes ❑No []Yes []No 8. Alien Ownership Questions ('dthe answer is Yes, provide an attachment explaining the circumstances) 1 Is the Customer/Lessee aforei n govemmentorthe representativeofany foreigngovernment.? I ❑Yes ®No 9. Basic Qualification Information 1) Has the Customer or any party to this application had any FCC station authorization, license, or construction permit revoked or had any application for an initial, modification or renewal of FCC station authorization, license or construction ❑Yes ®No permit denied by the Commission? 2) Has the Customer or any party to this filing, or any party directly or Indirectly controlling the Customer or any party to ❑Yes ®No this filing ever been convicted of a fislony by any state or federal court? 3) Has any court finally adjudged the Customer or any party directly or indirectly controlling the Customer guilty of unlawfully monopolizing or attempting to unlawfully monopolize radio Communication, directly or indirectly, through control []Yes ®No of manufacture or sale of radio apparatus, exclusive traffic anangement, or any other means or unfair methods of competition? 10, CustomedLessee Certification Statements 1 The Customer/Lessee agrees that the Lease is not a sale or transfer of the license itself. ®Yes 2) The CustomerAmsee acknowledges that it is required to comply with the Commission's Rules and Regulations and other applicable law at all times, and g the Customer/Lessee fails to so comply, the Lease may be revoked, cancelled, or ®Yes terminated by either the Licensee or the Commission. 3) The CustomerlLessee certifies that neither it nor any other party to the Application/Notification Is subject to a denial of Federal benefits pursuant to Section 5301 of the Anfi-Drug Abuse Act of 1988, 21 U.S.0 § 862, because of a conviction for ®Yea possession or distribution of a controlled substance (See Section 1.2002(b) of the rules, 47 CFR § 1.2002(b), for the definition of "party to the application" as used in this ceNfication. 4) The Customer/Lessee hereby accepts Commission oversight and enforcement Consistent with the license and lease authorization. The Lessee acknowledges that it must cooperate fully with any investigation or inquiry conducted either by the Commission or the Licensee, allow the Commission or the Licensee to conduct on -she inspections of transmission ®Yes facilities, and suspend operations at the direction of the Commission or the Licensee and to the extent that such suspension of operation would be consistent with applicable Commission polloles. 5) The Custom r/Lessee acknowledges that in the event an authorization held by a Licensee that has associated with it a spectrum leasing arrangement that is the subject of this filing is revoked, cancelled, terminated, or otherwise ceases to be in effect, the Customer/Lessee will have no continuing authority to use the leased spectrum and will be required to ®Yes terminate its operations no later than the date on which the Licensee ceases to have any authority to operate under the license, unless otherwise authorized by the Commission. 6) The Customer/Lessee agrees the Lease shall not be assigned to any entity that is not eligible or qualified to enter into a ®Yea spectrum leasing arrangement under the Comm'sslon's Rules and Regulators. 7)The Customer/Lessee waives any claim to the use of any particular frequency or of the electromagnetic spectrum as against the regulatory power of the United States because of the previous use of the same, whether by spectrum lease or ®Yes otherwise. 8) The Customer/Lessee cedit that it is not In default on any payment for Commission licenses and that it is not ®Yes delinquent on any non -tax debt owed to any federal agency. The Customer/Lessee certifies that all of its statements made in this Application/Notification and in the schedules, exhibits, attachments, or documents incorporated by reference are material, are part of this Application/Notification, and are true, complete, correct, and made in good faith. The CUstDmer/Lessee shall notify Sensus in writing in the event any infomaton supplied on this form changes. CRY OF SANTA ANA CA BY: a 5 G� Title: (r PW pT- Name: a161l a Date: %.L FAILURE TO SIGN THIS APPLICATION MAY RESULT IN DISMISSAL OF THE APPLICATION AND FORFEITURE OF ANY FEES PAID. WILLFUL FALSE STATEMENTS MADE ON THIS FORM OR ANY ATTACHMENTS ARE PUNISHABLE BY FINE ANDIOR IMPRISONMENT (US. Cod%Thle 18, Seatim 1W1) ANDIOR REVOCATION OF ANY STATION LICENSE OR CONSTRUCTION PERNtT(U.S. Code, Tide 47, Se Wan 312(a)(1))ANDIOR FORFEITURE (U.S. Code Tide 47, Seeder 503). Confidential I Page 3 of 14 Part 2: Agreement General A. Agreement Generally. The scope of this Agreement includes usage terms for Sensus' hosted Software solution, leased spectrum, technical support, and supporting terms and conditions for an advanced metering infrastructure solution that Customer will purchase from Sensus'authorized distributor. Customer is not paying Sensus directly for the services provided by Sensors under the Agreement; rather, Customer shall pay Sensus' authorized distributor pursuant to a separate agreement between Customer and such authorized distributor. Software. A. Software as a Service (SaaS). Sensus shall provide Customer with Software as a Service, as defined in Exhibit A, only so long as Customer is current in its payments for such services. B. UCITA. To the maximum extent permitted by law, the Parties agree that the Uniform Computer Information Transaction Act as enacted by any state shall not apply, in whole or in part, to this Agreement. Spectrum A. Definitions in this Section 3. In this Section 3 only, 'Sens ors° shall mean Sensus USA Inc. and its wholly owned subsidiary, Sensus Spectrum I.I.C. B. Spectrum Lease. Sensus hereby grants to Customer, and Customer accepts, a spectrum manager lease (°SpeCtrnm Lease") over time frequencies of certain FCC license(s) ("FCC License") solely within Customers Service Territory. (The frequencies of the FCC License within Customer's geographic Service Territory are called the 'Leased Spectrum"). Customer shall pay the Ongoing Fees for use of the Leased Spectrum which will be Included within the annual hosting fees purchased from Sensus' authorized distributor. C. FCC Forms. At the Federal Communications Commission (FCC"), Sensus will; (1) obtain an FCC Registration Number ("ERW)) for Customer, (2) submit on behalf of Customer the FCC Forth 602 Ownership Disclosure Information if Customer has not already done so; and (3) file a FCC Forum 608, noti8cationdapplig8on for long -torn spectrum manager lease. This Lease becomes effective when the FCC accepts the FCC Forth 608. D. Lease Application. In order to complete the FCC lease application, Customer wUl promptly: i. Complete and sign the representations in Part 1 of this Agreement such that Customer demonstrates it qualifies for a spectrum lease under FCC rules. Customer's signature will indicate that Customer authorizes Sensus to; (1) obtain an FRN on behalf of Customer, (2) submit the FCC Form 602 Ownership Disclosure Infomnation on behalf of Customer lf Customer has not already done so; and (3) file the spectrum manager lease notification on FCC Form 608 with the Customer as spectrum lessee. H. Give Sensus the coordinates of the boundaries of Customers Service Territory or, alternatively, approve Sensus' estimation of the same. If. If Customer has not already done so; Customer hereby authorizes Sensus to apply on Customers behalf and obtain for Customer a Federal Registration Number (FRN, the FCC's unique identifier for each licensee) and shall supply Sensus with Customers Taxpayer Identification Number ('TIN"), rv. Provide any other information or other cooperation reasonably necessary for the Parties to perform as set forth herein. E. Permitted Use of Spectrum Lease and Equipment Customer may transmit or receive over the Leased Spectrum only in the Service Territory and only using FlexNet equipment manufactured by Sensus and used in accordance with Sensus'specifications. Customer may use the Leased Spectrum only to read and direct Field Devices or any other operation approved by Sensus in writing. Moot limiting the foregoing, Customer is prohibited from reselling, subleasing or subll:ensing the FlexNet Equipment and Leased Spectrum, and from transmitting voice communications over the Leased Spectrum. For each piece of RF Field Equipment used by Customer, Customer shall aft a Sensus-supplied label to the exterior of the RF Field Equipment cabinet or other appropriate visible place to indicate that RF operation is conducted under authority of FCC License(s) issued to Sensus. F. FCC Forms. At the Federal Communications Commission (FCC), Sensus will; (1) obtain an FCC Registration Number (FRN) for Customer, (2) submit on behalf of Customer the FCC Forth 602 Ownership Disclosure Information lf Customer has not already done so; and (3) file a FCC Form 608, notification/application far long4emm spectrum manager lease. This Lease becomes effective when the FCC accepts the FCC Form 608. G. Term of Spectrum Lease. Unless terminated earlier (because, for example, Customer stops using the FlexNet equipment or because this Agreement terminates or expires for any reason), this Spectrum Lease will have the same term as the FCC license. If Customer is operating in compliance with this Agreement and is current on any payments owed to Sensus, when the FCC License renews, the Parties will apply to the FCC to renew this Spectrum Lease. H. Termination of Spectrum Lease. The Spectrum Lease will terminate: (a) two months after Customer stops transmitting with FlexNet equipment manufactured by Sensus; (b) upon termination, revocation or expiration of the FCC License; (c) upon Customers breach of this Agreement; or (d) upon termination or expiration of this Agreement for any reason. I. FCC Compliance. The following FCC requirements apply i. Pursuant to 47 CFR 1.9040(a); a. Customer must comply at all times with applicable FCC rules. This Agreement may be revoked by Sensus or the FCC If Customer fails to so comply; b. If the FCC License is terminated, Customer has no oonfinuirg right to use the Leased Spectrum unless otherwise authorized by the FCC; c. This Agreement is not an assignment, sale or other transfer of the FCC License; d. This Agreement may not be assigned except upon written consent of Sensus, which consent may be withheld in its discretion; and e. In any event Sensus will not consent to an assignment that does not satisfy FCC rules. ii. Referencing 47 CFR 1.9010, Sensus retains dejure and de facto control over the applicable radio facilities, including that, a. Sensus will be responsible for Customers compliance with FCC policies and rules. Sensus represents and warrants that it has engineered the FlexNet equipment and accompanying software and other programs to comply with FCC rules. Customer will operate the FlexNet equipment subject to Sensus' supervision and control and solely in accordance with Sensus' specifications. Sensus retains the right to inspect Customers radio operations hereunder and to terminate this Agreement or take any other necessary steps to resolve a violation of FCC rules, including to order Customer to cease transmission. Sensus will act as spectrum manager in assigning spectrum under the FCC License so as to avoid any harmful interference or other violation of FCC rules. Sensus will be responsible for resolving any interference complaints or other FCC rule violations that may arise; and b. Sensus will file any necessary FCC fomms or applications and Customer agrees to reasonably assist Sensus with such filing by providing any necessary information or other cooperation. Sensus will otherwise interact with the FCC with respect to this Agreement the FCC License or FlexNet equipment M. Customer must continue operations on the spectrum during the Tenn of this Agreement If Customer stops operations for any period of time, Customer must notify Sensus by sending an email to legal@xyleminc.com. Customer may not pause or discontinue operations for more than 180 days. Confidential J Page 4 of 14 J. Interference. Customer agrees to report to Sensus promptly, and In no event later than 72 hours afterward, any incident related to the Leased Spectrum, Including where Customer experiences harmful Interference, receives a complaint or other notice of having caused harmful interference, or receives any type of communication from the FCC or other government agency regarding radio transmission. Equipment. A. Purchase of Equipment. Customer shall purchase all Field Devices, RF Field Equipment, and other goods (collectively, "E u men ) from Sensus' authorized distributor pursuant to the terms and conditions (including any warranties on such Equipment) agreed by Customer and Sensus' authorized distributor. This Agreement shall not affect any terms and conditions, including any warranty terms, agreed by Customer and Sensus' authorized distributor. If Customer elects to purchase any equipment or services directly from Sensus, or if Customer pays any fees or other costs to Sensus, then Sensus' Tens of Sale shall apply. The "Terms7erms of Sol e° are available at: h(Ns:4wweensus.corNtc, or 1-800-METER•IT B. THERE ARE NO WARRANTIES IN THIS AGREEMENT, EXPRESS OR IMPLIED. SENSUS EXPRESSLY DISCLAIMS ANY AND ALL REPRESENTATIONS, WARRANTIES ANDIOR CONDITIONS, EXPRESSED, IMPLIED, STATUTORY OR OTHERWISE, REGARDING ANY MATTER IN CONNECTION WITH THIS AGREEMENT, INCLUDING WITHOUT LIMITATION, WARRANTIES AS TO FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, NON -INFRINGEMENT AND TITLE. Services. A. Installation of Equipment. Installation services for Field Devices, other goods, and RF Field Equipmentwill be as agreed between the Customer and Sensus' authorizeddistributor. Sensus will not provide installation services pursuant to this Agreement B. Technical Support. Sensus shall provide Customer the technical support set forth In Exhibit B. C. Project Management, Serous' authorized distributor will provide project management services to Customer. Any project management of the FlexNet System provided by Sensus shall be subject to a separate agreement which describes the scope and pricing for such work. D. Training. Sensus' authorized distributor will provide Customer with training on the use of the FlexNet System. Any training provided by Sensus shall be subject to a separate agreement which describes the scope and pricing for such work. E. IT Systems Integration Services. Except as may otherwise be provided herein, integration of the Software Into Customer's new or existing internal IT systems Is not included in this Agreement. Any integration work shall be subject to a separate agreement which describes the scope and pricing for such work, General Terms and Conditions, A. Infringement Indemnity. Sensus shall Indemnity and hold harmless Customer from and against any judgment by a court of competent jurisdiction or settlement reached from any litigation instituted against Customer In the United States by a third party which alleges that the FlexNet System provided hereunder Infringes upon the patents or copyrights of such third party, provided that Sensus shall have the right to select counsel in such proceedings and control such proceedings. Notwithstanding the foregoing, Sensus shall have no liability under this Indemnity unless Customer cooperates with and assists Sensus In any such proceedings and gives Sensus written notice of any claim hereunder within fourteen (14) days of receiving It Further, Sensus shall have no liability hereunder ff such claim is related to; (1) any change, modification or alteration made to the FlexNet System by Customer or a third party, (11) use of the FlexNet System In combination with any goods or services not provided by Sensus hereunder, (ill) Customer's failure to use the most recent version of the Software or to otherwise take any corrective action as reasonably directed by Sensus, (iv) compliance by Sensus with any designs, specifications or Instructions provided by Customer or compliance by Sensus with an industry standard, or (v) any use of the FlexNet System other than for the Permitted Use. In the event the FlexNet System Is adjudicated! to Infringe a patent or copyright of a third party and Its use is enjoined, or, if in the reasonable opinion of Sensus, the FlexNet System Is likely to become the subject of an infringement claim, Sensus, at its sole discretion and expense, may; (1) procure for Customer the right to continue using the FlexNet System or (II) modify or replace the FlexNet System so that it becomes iron -Infringing. THIS SECTION STATES CUSTOMER'S SOLE AND EXCLUSIVE REMEDY AND SENSUS' ENTIRE LIABILITY FOR ANY CLAIM OF INFRINGEMENT. S. Limitation of Liability. Sensus' aggregate liability In any and all causes of action arising under, out of or in relation to this Agreement, its negotiation, performance, breach or termination (collectively "Camas of Action") shall not exceed the greater of; (a) the total amount paid by Customer directly to Sensus' authorized distributor under this Agreement; or (b) ten thousand US dollars (USD 10,000.00). This Is so whether the Causes of Action are in ton, Including, without limitation, negligence or strict liability, In contact, understatute or otherwise. As separate and Independent Iimitatlns on liability, Sensus' liability shall be limited to direct damages. Sensus shall not be liable for; (1) any Indirect, incidental, special or consequential damages; nor (11) any revenue or profits lost by Customer or Its Affiliates from any End User(s), Irrespective whether such lost revenue or profits Is categorized as direct damages or otherwise; nor (111) any In/Out Costs; nor (v) damages arising from malnease or bottom plate breakage caused by freezing temperatures, water hammer conditions, or excessive water pressure. The limitations on liability set forth in this Agreement are fundamental inducements to Sensus entering Into this Agreement They apply unconditionally and in all respects. They are to be Interpreted broadly so as to give Sensus the maximum protection permitted under law. C. Termination. Either party may terminate this Agreement earlier If the other party commits a material breach of this Agreement and such material breach is not cured within forty-five (45) days of written notice by the other party. Upon any expiration or termination of this Agreement, Sensus' and Customers obligations hereunder shall cease and the software as a service and Spectrum Lease shall immediately cease. D. Force Majeure. If either party becomes unable, either wholly or in part by an event of Farce Majeure, to fulfill its obligations under this Agreement, the obligations affected by the event of Force Majeure will be suspended during the continuance of that Inability. The party affected by the force majeure will take reasonable steps to mitigate the Force Majeure. E. Intellectual Property Rights. I. Software and Materials. No Intellectual Property Is assigned to Customer hereunder, Excluding Customer Data, Sensus shall own or continue to own all right, title, and interest in and to the Intellectual Property associated with the Software and related documentation, Including any derivations and/or derivative works (the "Sensus IP"). To the extent, if any, that any ownership Interest In and to such Sensus IP does not automatically vest In Sensus by virtue of this Agreement or otherwise, and Instead vests in Customer, Customer agrees to grant and assign and hereby does grant and assign to Sensus all right, title, and Interest that Customer may have in and to such Banana IP. Customer agrees not to reverse engineer any Sensus Products purchased or provided hereunder. ii. Customer Data. Notwithstanding the prior paragraph, as between Customer and Sensus, Customer remains the owner of all right title or Interest In orto any Customer Data. 'CustomerData means solely usage data collected by the Field Devices. To avoid doubt, Customer Data does not Include non - End User usage data collected by the Field Devices, Software, or FlexNet System, such as network and equipment status Information or the like, lit. Consent to Use of Customer Doha. Customer hereby irrevocably grants to Sensus a royalty -free, non-exclusive, Irrevocable right and license to access, store, and use such Customer Data and any other data or Information provided to Sensus, to (1) provide the Service; (2) analyze and Improve the Service; (3) analyze and Improve any Sensus equipment or software; or (4) for any other internal use. As used herein, "Service" means Serous' obligations under this Agreement. Confidential I Page 6 of 14 iv. Copy of Customer Data. Upon Customers written request, Sensus will provide Customer a quote to deliver a CMEP file consisting of the most recent 60 days of CMEP interval file data. Sensus will deliver the CMEP file in accordance with the quote upon Customers acceptance of the quote. F. Data Privacy. Customer acknowledges that Sensus and Its Affiliates (collectively, "Xylem") will collect and process personal data for the purposes outlined in this Agreement Xylem's data privacy policy Is available at hfps://www.xylem.com/on-ustsupporUprivaGy/. Customer acknowledges that It has read and understood Xylem's privacy policy and agrees to the use of personal data outlined therein. The collection and use of personal data by Customer Is Customers responsibility. G. Confidentiality. Except as maybe required under applicable law, court order, or regulation, or to the extent required to perform and enforce this Agreement, both partles shall (and shall cause their employees and contractors to) keep all Confidential Information strictly confidential and shall not disclose it to any third party. The Confidential Information may be transmitted orally, in writing, electronically or otherwise observed by either party, Notwithstanding the foregoing, "Confidential Information'shall not Include; (1) any Information that is in the public domain other then due to Recipient's breach of this Agreement; (11) any Information in the possession of the Recipient without restriction prior to disclosure by the Discloser; or (III) any information Independently developed by the Recipient without reliance on the information disclosed hereunder by the Discloser. "Discloser means either party that discloses Confidential Information, and "Reciplent" means either party that receives it. H. Compliance with Laws. Customer shall comply with all applicable country, federal, state, and local laws and regulations, as set forth at the time of acceptance and as may be amended, changed, or supplemented. Customer shall not take any action, or permit the taking of any action by a third party, which may render Sensus liable for a violation of applicable laws. I. Export Control Laws. Customer shall; (1) comply with all applicable U.S. and beat laws and regulations governing the use, export, Import, re-export, and transfer of products, technology, and services; and (11) obtain all required authorizations, permits, and licenses. Customer shall Immediately notify Sensus, and Immediately cease all activities with regards to the applicable transaction, if the Customer knows or has a reasonable suspicion that the equipment, software, or services provided hereunder may be directed to countries in violation of any export control laws, By ordering equipment, software or services, Customer certifies that it Is not on any U.S, government export exclusion list. It. AMI-Coruuptln Lem. Customer shall comply with the United States Foreign Corrupt Practices Act (FCPA), 15 U.S.C, % 78dd-1, at seq.; laws and regulations implementing the OECD's Convention on Combating Bribery of Foreign Public Officials In International Business Transactions; the U.N. Convention Against Corruption; the Inter -American Convention Against Corruption; and any other applicable laws and regulations relating to antF corruption in the Customers county or any country where performance of this Agreement, or delivery or use of equipment, software or services will occur. I. Non -Waiver of Rights. A waiver by either parry of any breach of this Agreement or the failure or delay of either party to enforce any of the articles or other provisions of this Agreement will not in anyway affect, limit or waive that party's right to enforce and compel strict compliance with the same orother articles or provisions. J. Assignment and Sub -contracting. Either parry may assign, transfer or delegate this Agreement without requiring the other party's consent (1) to an Affiliate; (11) as pad of a merger; or (III) to a purchaser of all or substantially all of its assets. Apart from the foregoing, neither party may assign, transfer or delegate this Agreementwithout the prior written consent of the other, which consent shall not be unreasonably withheld, Furthermore, Customer acknowledges Sensus may use subcontractors to perform RF Field Equipment installation, the systems Integration work (if applicable), or project management (If applicable), without requiring Customers consent. K. Amendments. No alteration, amendment, or other modification shall be binding unless in writing and signed by loth Customer and by a vice president (or higher) of Sensus. L. Governing Law and Dispute Resolution. This Agreement shall be governed by, construed and enforced in accordance with the taws of the State of California. Any and all disputes arising under, out of, or In relation to this Agreement, its negotiation, performance or termination ("Disouba") shall first be resolved by mediation between the Parties. TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE PARTIES AGREE TO A BENCH TRIAL AND THAT THERE SHALL BE NO JURY IN ANY DISPUTES. M. Acknowledgement of Events. The Parties acknowledge and agree that the global COVIO-19 pandemic ("COVID-19') Is ongoing, dynamic, unpredictable, and as such may Impact the ability of Sensus to meet its obligations under this Agreement The Parties agree that, for so long as there Is an Impact of COVID. 19 on Sensus' performance, all performance efforts by Sensus will be on a reasonable efforts basis only and Sensus shall not be responsible for failure to meet Its obligations, to the extent that it is precluded from doing so as a result of COVID-19. The PaNes shall work, in good faith, to make any reasonable adjustments that may be required as a result of COVID-19. N. Survival. The provisions of this Agreement that are applicable to circumstances arising after its termination or expiration shall survive such termination or expiration. 0. Severability. In the event any provision of this Agreement Is held to be void, unlawful or otherwise unenforceable, that provision will be severed from the remainder of the Agreement and replaced automatically by a provision containing terms as nearly like the void, unlawful, or unenforceable provision as possible; and the Agreement, as so modified, will continue to be in full force and effect. P. Four Comers. This written Agreement, including all of Its exhibits, represents the entire understanding between and obligations of the parties and supersedes all prior understandings, agreements, negotiations, and proposals, whetherwritlen or oral, format or informal between the parties. Any additional writings shall not modify any limitations or remedies provided in the Agreement. There are no other terms or conditions, oral, written, electronic or otherwise. There are no Implied obligations. All obligations are specifically set forth in this Agreement. Further, there are no representations that Induced this Agreementthat are not Included in It. The ONLY operative provisions are set forth in writing In this Agreement. Without limiting the generality of the foregoing, no purchase order placed by or on behalf of Customer shalt alter any of the terms of this Agreement. The parties agree that such documents are for administrative purposes only, even if they have terms and conditions printed on them and even If and when they are accepted and/or processed by Sensus. Any goods, software or services delivered or provided in anticipation of this Agreement (for e.g., as pad of a pilot or because this Agreement has not yet been signed but the parties have begun the deployment) under purchase orders placed prior to the execution of this Agreement are governed by this Agreement upon its execution and It replaces and supersedes any such purchase orders. 0. Counterparts. This Agreement may be executed In any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same Instrument. Additionally, this Agreement may be executed by facsimile or electronic copies, all of which shall be considered an original for all purposes. Definitions. As used In this Agreement, the following terms shall have the following meanings: A. "Affiliate" of a party means any other entity controlling, controlled by, or under common control with such party, where "control" of an entity means the ownership, directly or Indirectly, of 50%or more of either, (1) the shares or other equity In such entity; or of) the voting rights In such entity. B. "ConNdenual Inlbrmaflon" means any and all non-public information of either party, Including all technical information about either parly's products or services, pridng Information, marketing and marketing plans, Customer's End Users' data, FlexNet System performance, FlexNet System architecture and design, FlexNet System software, other business and financial IMomis0on of either party, and all trade secrets of either party. C. "End Usee means any end user of electricity, water, andlorgas (as applicable) that pays Customer for the consumption of electricity, water, and/or gas, as applicable. D, "Field Devices" means the SmarlPolntModules . E. "F/exNef Base Sfatfon" Identifies the Sensus manufactured device consls0ng of one transceiver, to be located on a lower that receives readings from the SmartPolnt Confidential I Page 6 of 14 Modules (either directly or via an R100 unit) by radio frequency and passes those readings to the RNI by TCPIP backhaul communication. For clarity, FlexNet Base Stations include Metro Base Stations. R "FlexNat System" Is comprised of the SmartPolnt Modules, RF Field Equipment, Server Hardware, software licenses, Spectrum Lease, and other equipment provided to Customer hereunder. The FlexNet System only Includes the foregoing, as provided by Sensus. The FlexNet System does not include goods, equipment, software, licenses or rights provided by a third party or parlles to this Agreement G. "Force Majeuro" means an event beyond a parry's reasonable control, including, without limitation, acts of God, hurricane, flood, volcano, tsunami, tornado, storm, tempest, mudslide, vandalism, Illegal or unauthorized radio frequency interference, strikes, lockouts, or other Industrial disturbances, unavailability of component parts of any goods provided hereunder, acts of public enemies, wars, blockades, Insurrections, dots, epidemics, earthquakes, fires, restraints or prohibitions by any court, board, department commission or agency of the United Slates or any States, any arrests and restraints, cNil disturbances and explosion. H. "Hosted Software" means those Items listed as an Application In Exhibit A. I. "In/Ouf Coste° means any costs and expenses Incurred by Customer in transporting goods between Its warehouse and Its End User's premises and any costs and expenses Incurred by Customer In Installing, unlnstalling and removing goods, J. "Intellectual Property" means patents and patent applications, Inventions (whether patentable or not), trademarks, service marks, trade dress, copyrights, trade secrets, know-how, data rights, specifications, drawings, designs, maskwork fights, moral rights, author's rights, and other intellectual property rights, Including any derivations andlor derivative works, as may exist now or hereafter come Into existence, and all renewals and extensions thereof, regardless of whether any of such rights also under the laws of the United Stales or of any other state, country orjudadiction, any registrations or applications thereof, and all goodwill pertinent thereto. K. "LCM' Identifies the load control modules. L. "Ongoing Fee" means the annual or monthly fees, as applicable, to be paid by Customer to Sensus' authorized distributor during the Term of this Agreement. M. "Patches" means patches or other maintenance releases of the Software that correct processing errom and other faults and defects found previous versions of the Software. For clarity, Patches are not Updates or Upgrades. N. "Permitted Use" means only for reading Customer's Field Devices In the Service Territory. The Permitted Use does not Include reading third devices not pmWded by Sensus or reading Field Devices outside the Service Territory. 0. "R100 UnIP' identifies the Sensus standalone, mounted transceiver that takes the radio frequency readings from the SmarlPolnt Modules and relays them by radio frequency to the relevant FlexNet Base Station or directly M the RNI by TCPIP backhaul communication, as the case may be. P. "Release" means both Updates and Upgrades. O. "Remote Transcolver" Identifies the Sensus standalone, mounted relay device that takes the radio frequency readings from the SmartPoint Modules and relays them directly to the RNI by TCP/IP backhaul communication. R. "RF Field Equipment" means, collectively, FlexNet Base Stations, R100 units (ti any) and Remote Transceivers (if ehy). S. "RNP Identifies the regional network interfaces consisting of hardware and software used to gather, store, and report data collected by the FlexNet Base Stations from the Smar PoInl Modules. The RNI hardware specifications will be provided by Sensus upon written request from Customer. T. RNI Software" Identifies the Sensus proprietary software used in the RNI and any Patches, Updates, and Upgrades that are provided to Customer pursuant to the terms of this Agreement. U. "Service Tardorry" Identifies the geographic area where Customer utilizes Sensus equipment to provide services to End Users as of the Etective Date. This area will be described on the propagation study In the padles' Spectrum Lease filing with the FCC. V. "Server Hardware" means the RNI hardware. W. "SmartPotram Modules" idenfifies the Sensus transmission devices installed on devices such as meters, distribution automation equipment and demandiresponse devices located at Customer's End Users' premises that communicate with the relevant devices and transmit those communications by radio frequency to the relevant piece of RP Field Equipment. X. " Softwaro" means all the Berets proprietary software provided pursuant to this Agreement, and any Patches, Updates, and Upgrades that are provided to Customer pursuant to the terms of this Agreement. The Software does not include any third party software. Y. "Updates" means releases of the Software that constitute a minor Improvement In functionality. Z. "Upgrades" means releases of the Software which constitute a significant Improvement in functionality or architecture of the Software. AA. "WAN BackhauN means the communication link between FlexNet Base Stations and Remote Transceivers and RNI. Confidential I Page 7 of 14 Exhibit A Software Software as a Service i. Description of Services. This exhibit contains the details of the Software as a Service that Sensus shall provide to Customer If both; (1) pricing for the application of Software as a Service has been provided to the Customer, and (II) the Customer Is current In Its payments to Sensus' authorized distributor for such application of Software as a Service, A. Software as a service Generally. Software as a Service Is a managed service In which Sensus will be responsible for the day -today monitoring, maintenance, management, and supporting of Customers software applications. In a Sokoto as a Service solution, Sensus owns all components of the solution (server hardware, storage, data center, network equipment, Sensus software, and all third -party software) required to run and operate the application. These software applications consist of the following (each an 1 Inu ication°): e Regional Network Interface (RNI) Software The managed application systems consist of the hardware, Sensus Software, and other thlrd-party software that is required to operate the software applications, Each Application will have a production, and Disaster Recovery (as described below) environment Test environments are not provided unless otherwise specifically agreed by Sensus In writing. Sensus will manage the Applications by providing 24 x 7 x 365 monitoring of the availability and performance of the Applications. B. Use of Software as a Service. Subject to the terms of this Agreement, Sensus shall make Software as a Service available to Customer to access and use solely for the Permitted Use and solely torso long as Customer Is current In Its payments to Sensus or Its authorized distributor for Software as a Service. The Software as a Service tern commences on the data that Sensus first makes Software as a Service available to Customerfor use, and ends upon the earlier of: (1) the expiration or termination of the Agreement; (h) breach by Customer of this exhibit or the Agreement; or (ill) Customers termination of Software as a Service as set forth in paragraph (C) below. C. Termination of an Application. Customer shall have the option at any time before the and of the Tern to terminate any Application by giving Sensus one hundred twenty (120) days prior written notice. Such notice, once delivered to Sensus, is Irrevocable. Should Customer elect to terminate any Application, Customer acknowledges that; (a) Customer shall pay all applicable fees, Including any unpaid Software as a Service fees due In the current calendar year plus a ten percent (10%) early termination fee, where such fee is calculated based on the annual Software as a Service fee due in the current calendar year, and (b) Software as a Service for such Application shall Immediately cease. if Customer elems to terminate the RNI Application in the Software as a Service environment but does not terminate the Agreement generally, then upon delivery of the notice to Sensus, Customer shall purchase the necessary (a) RNI hardware from a third party and (b) RNI software license at Sensus' then -current pricing. No portion of the Software as a Service fees shall be applied to the purchase of the RNI hardware or software license. D. Software as a Service means only the following services: I. Sensus will provide the use of required hardware, located at Sensus' or a third-parly's data center facllity, (as determined by Sensus), that Is necessary to operate the Application. II. Sensus will provide production and disaster recovery environments for Application. III. Sensus will provide patches, updates, and upgrades to latest Sensus Hosted Software release. iv. Sensus will configure and manage the equipment (serverhardware, routers, switches, firewalls, etc.) in the data centers: (a) Network addresses and virtual private networks (VPN) (b) Standard time source (NTP or GPS) (c) Security access points (d) Respond to relevant alarms and notifications v. Capacity and performance management. Sensus will: (a) Monitor capacity and performance of the Application server and software applications 24x7x365 using KPI meMes, thresholds, and alerts to proactively Identify any potential Issues related to system capacity and/or performance (i.e. database, backspeol, logs, message broker storage, eta) (b) If an Issue Is Identified to have a potential Impact to the system, Sensus will open an Incident ticket and manage the ticket through resolution per Exhibit B, Technical Support. (c) Manage and maintain the performance of the server and perform any change or configuration to the server, in accordance to standard configuration and change management policies and procedures. (d) Manage and maintain the server storage capacity and performance of the Storage Area Network (SAN), in accordance to standard configuration and change management policies and procedures. (a) Exceptions may occur to the system that require Sensus to take Immediate action to maintain the system capacity and performance levels, and Sensus has authority to make changes without Customer approval as needed, In accordance to standard oonfigumtion and change management policies and procedures. vi. Database management. Sensus will: (a) Implement the data retention plan and policy, and will provide the policy upon request. (b) Monitor space and capacity requirements. (c) Respond to database alarms and notifications. (d) Install database software upgrades and patches. (a) Perform routine database maintenance and cleanup of database to improve capacity and performance, such as rebulMing Indexes, updating Indexes, consistency checks, run SQL querylagent jobs, etc. Al. Incident and Problem Management. Sensus will: (a) Proactively monitor managed systems (24x7x365) for key events and thresholds to proactively detect and Identify incidents. (b) Respond to Incidents and problems that may occur to the Application(s). (c) Maintain policies and procedures for responding to Incidents and performing root cause analysis for ongoing problems. (d) Correlate Incidents and problems where applicable. (a) Sensus personnel will use the self-service portal to document and track Incidents. (f) In the event that Sensus personnel is unable to resolve an issue, the issue will be escalated to the appropriate Subject Matter Expect (SME). Confidential I Page 8 of 14 (g) Maintain responsibility for managing Incident and problems through resolution and will coordinate with Customer's personnel and/or any required third -party vendor to resolve the Issue. (h) Provide telephone support consistmAwllh Exhibit B, Technical Support In the case of undetected events. vlii. Security Management. Sensus will: (a) Monhor the physical and cyber security of the server and Applioatlon(s) 24x7x365 to ensure system Is highly secure In accordance with NIST Security Standards. (b) Perform active Intrusion prevention and detection of the data center network and firewalls, and monitor logs and starts, (c) Conduct period penetration testing of the network and data center facilities. (d) Conduct monthly vulnerabllity scanning by both internal staff and external vendors. (a) Perform anti -virus and Malware patch management on all systems. (Q Install updates to virus protection software and related files (including virus signature files and similar flies) on all servers from the update being generally available from the anti -virus software provider. (g) Respond to any potential threat found on the system and work to eliminate any virus or malware found. (h) Adhere to and submit codification to NERC/CIP Cyber Security standards. (I) Monitors Industry regulagonlstandards regarding security— NERC, FERC, NIST, OpenSG, etc, through the dedicated Sensus security team. 0) Provide secure web portal access (SSQ to the Application(s). Ix. Backup and Disaster Recovery Management. Sensus will: (a) Perform daily backups of data providing one (1) year of history for auditing and restoration purposes. (b) Back-up and store data (on tapes or other storage media as appropriate) off -site to provide protection against disasters and to meet file recovery needs. (c) Conduct Incremental and full back-ups to capture data, and changes to data, on the Applioation(s). (d) Replicate the Applications) environments to a geographically separated data center location to provide a full disaster recovery environment for the Application production system. (a) Provide disaster recovery environment and perform fall -over to Disaster Recovery environment within fody-elghl (48) hours of declared event. (1) Generate a report following each and any disaster measuring performance against the disaster recovery plan and Identification of problem areas and plans for resolution. (g) Maintain a disaster recovery plan, In the event of a disaster, Sensus shall provide the services in accordance with the disaster recovery plan. (h) In the case of a disaster and loss of access to or use of the Application, Sensus would use commercially reasonable efforts per the Recovery Time Objectives (RTO) and Recovery Point Objectives (RPO) specified heroin to restore operations at the same location or at a backup location within forty-eight (48) hours. (1) The Application shall have a RTO of fortyeljht (48) hours. q) The RPO shall be a full recovery of the Applicatlon(s), with an RPO of one (1) hours, using no more than a twenty-four (24) hour old backup. All meter -re ated data shall be pushed from each Base StakmtrGB restoring the database to real-time minus external interfaced systems from the day prior. (k) Data from external Interfaced systems shall be recreated within a tortye�ht (48) hour period with the assistance of Customer personnel and staff, as needed. Customer Responsibilities: 1. Coordinate and schedule any changes submitted by Sensus to the system In accordance with standard configumfion and change management procedures. It. Participate in all required configuration and change management procedures. III. Customerwill log incidents related to the managed Application with Sensus personnel via small, web portal ticket entry, or phone call. iv. Responsible for periodic processing of accounts orreadings (i.e., billing files) for Customer's billing system for billing orotheranalysis purposes. v. Responsible for any field labor to troubleshoot any SmarlPolnt modules or smart meters in the field in populations that have been previously deployed and accepted. vi. First response labor to troubleshoot FlexNet Base Station, R100s, Remote Transceivers or other field network equipment. vii. Responsible for local area network configuration, management, and support. viil. Identify and research problems with meter reads and meter read performance. bc. Create and manage user accounts. x, Customize application configurations. A. Support application users. Al. Investigate application operational Issues (e.g., meter reads, reports, alarms, etc.). All. Respond to alarms and notifications. xiv. Perform firmware upgrades over -the -air, or delegate and monitor geld personnel foronalto upgrades. Sofhvire as a Service does 9! Include any of the following services: L Pads or labor required to repair damage to any field network equipment that is the result of a Force Majeure event. It, Any integration between applications, such as Harts MetimSense, would require a Professional Services contract agreement to be scoped, submitted, and agreed In a signed writing between Sensus and all the applicable padles. U an Rem is not listed In subparagraphs in item (D) above, such hem is excluded from the Software as a Service and is subject to additional pricing, Further Agreements A. System Uptime Rate. I. Sensus (or its contractor) shall manage and maintain the Appllcatlon(s) on computers owned or controlled by Sensus (or 8s contractors) and shall provide Customer access to the managed Application(s) via Internet or point to point connection (i.e., Managed -Access use), according to the terms below. Sensus endeavors to maintain an average System Uptime Rate equal to nlnety-nlne (99.0) per Month (as defined below). The System Uptime Rate, cumulative across all Applications, shall be calculated as follows: System Uptime Rate - 100 x f{_M0 — Total Non -Scheduled Downtime minutes In the Month) TMO Confidential I Page 9 of 14 ii. Calculations a. Targeted Minutes of Operation or TMO means total minutes cumulative across all Applications in the applicable month minus the Scheduled Downtime in the Month. b. Scheduled Downtime means the number of minutes during the Month, as measured by Sensus, in which access to any Application is scheduled to be unavailable for use by Customer due to planned system maintenance. Sensus shall provide Customer notice (via email or otherwise) at least seven (7) days in advance of commencement of the Scheduled Downtime. c. Non -Scheduled Downtime means the number of minutes during the Month, as measured by Sensus, in which access to any Application Is unavailable for use by Customer due to reasons other than Scheduled Downtime or the Exceptions, as defined below (e.g., due to a need for unplanned maintenance or repair). iii. Exceptions. Exceptions mean the following events: • Force Majeure • Emergency Work, as defined below; and • Lack of Internet Availability, as described below. a. Emergency Work. In the event that Force Majeure, emergencies, dangerous conditions or other exceptional circumstances arise or continue during TMO, Sensus shall be entitled to take any actions that Sensus, in good faith, determines is necessary or advisable to prevent, remedy, mitigate, or otherwise address actual or potential harm, interruption, lass, threat, security or like concern to any of the Applica6on(s) CEmergeM Work"). Such Emergency Work may include, but is not limited to: analysis, testing, repair, maintenance, resetting and other servicing of the hardware, cabling, networks, software and other devices, materials and systems through which access to and/or use of the Application(s) by the Customer is made available (the "Managed Systems"). Sensus shall endeavor to provide advance notice of such Emergency Work to Customer when practicable and possible. b. Lack of Internet Availability. Sensus shall not be responsible for any deterioration of performance attributable to latencies in the public Internet or point-to-point network connection operated by a third party. Customer expressly acknowledges and agrees that Sensus does not and cannot control the flow of data to or from Sensus' networks and other portions of the Internet, and that such flow depends in part on the performance of Internet services provided or controlled by third parties, and that at times, actions or inactions of such third parties can impair or disrupt data transmitted through, andlor Customers connections to, the Internet or point-to-point data connection (or portions thereof). Although Sensus will use commercially reasonable efforts to take actions Sensus may deem appropriate to mitigate the effects of any such events, Sensus cannot guarantee that such events will not occur. Accordingly, Sensus disclaims any and all liability resulting from or relating to such events. iv. System Availability. For each month that the System Uptime Rates for the production RNI falls below 99.0%, Sensus will issue Customer the following Service Level Credits: ,am^' Upti'�. calendar month - V Service level Credit Less than 99.0%but at least 97.5% 5%of the monthly RNI SaaS Fees in which the service level default occurred (Note: SaaS fees are pre -paid annually and for purposes of SIA Credits are computed on a monthly basis.) Less than 97.5% but at least 95.0% 10%of the monthly RNI SaaS Fees in which the service level default occurred Less than 95.0% 20% of the monthly RNI SaaS Fees in which the service level default occurred Service Level Credits for any single month shall not exceed 20% of the RNI SaaS Fee associated with the month in which the service level default occurred. Sensus records and data will be the sole basis for all Service Level Credit calculations and determinafions, provided that such records and data must be made available to Customer for review and agreement by Customer. To receive a Service Level Credit Customer must issue a written request no later than ten (10) days after the Service Level Credit has accrued. Sensus will apply each valid Service Level Credit to the Customers invoice within 2 billing cycles after Sensus' receipt of Customer's request and confirmation of the failure to meet the applicable Service Level Credit Service Level Credits will not be payable for failures to meet the System Uptime Rate caused by any Exceptions. No Service Level Credit will apply if Customer is not current in its undisputed payment obligations under the Agreement Service Level Credits are exclusive of any applicable taxes charged to Customer or collected by Sensus. Sensus shall not refund an unused Service Level Credits or pay cash to Customer for any unused Service Level Credits. Arry unused Service Level Credits at the lime the Agreement terminates will be forever forfeited. THE SERVICE LEVEL CREDITS DESCRIBED IN THIS SECTION ARE THE SOLE AND EXCLUSIVE REMEDY FOR SENSUS' FAILURE TO MEET THE SYSTEM UPTIME REQUIREMENT OR ANY DEFECTIVE SAAS PERFORMANCE. IN NO EVENT SHALL THE AGGREGATE AMOUNT OF SERVICE LEVEL CREDITS IN ANY ANNUAL PERIOD EXCEED 20% OF THE ANNUAL RNI SAAS FEE. B. Data Center She -Security. Although Sensus may modify such security arrangements without consent or notice to Customer, Customer acknowledges the following are the current arrangements regaling physical access m and support of the primary hardware components of the Managed Systems: i. The computer rooms) in which the hardware is installed is accessible only to authorized individuals. ii. Power infrastructure includes one or more unintemrptible power supply (UPS) devices and diesel generators or other alternative power for back-up electrical power. iii. Air-conditioning facilities (for humidity and temperature controls) are provided in or for such computer room(s) and can be monitored and adjusted for humidity and temperature settings and control. Such air systems are supported by redundant bark -up and/orswitdwver environmental units, iv. Such electrical and A/C systems are monitored on an ongoing basis and personnel are available to respond to system emergencies (d any) in real time. v. Dry pipe pre -action fire detection and suppression systems are provided. vi. Data circuits are available via multiple providers and diverse paths, giving access redundancy. C. Responsibilities of Customer. i. Customer shall promptly pay all Software as a Service fees. ii. Customer may not (i) carelessly, knowingly, intentionally or maliciously threaten, disrupt, harm, abuse or interfere with the Application(s), Managed Systems or any of their functionality, performance, security or integrity, nor attempt to do so; (ii) impersonate any person or entity, including, but not limited to, Sensus, a Sensus employee or another user, or (ill) forge, falsify, disguise or otherwise manipulate any identification information associated with Customers access to or use of the Application(s). iii. The provisioning, compatibility, operation, security, support and maintenance of Customers hardware and software ("Customers Systems") is exclusively the responsibility of Customer. Customer is also responsible, in particular, for correctly conNudng and maintaining (i) the desktop environment used by Customer to access the Application(s) managed by Sensus; and (ii) Customers network router and firewall, if applicable, to allow Confidential I Page 10 of 14 data to flow between the Customer's Systems and Sensus' Managed Systems in a secure manner via the public Internet. Iv. Upon receiving the system administrator account from Sensus, Customer shall create usemame and passwords for each of Customer's authorized users and complete the applicable Sensus registration process (Authorized Users). Such usemames and passwords will allow Authorized Users to access the Appllcatlon(s). Customer shall be solely responsible for maintaining the security and confidentiality of each user ID and password pair associated with Customer's account, and Sensus will not be liable for any loss, damage or Ilabllity arising from Customer's account or any user ID and password pairs associated with Customer. Customer Is fully responsible for all acts and omissions that occur through the use of Customer's account and any user ID and password pairs. Customer agrees (1) not to allow anyone other than the Authorized Users to have any access to, or use of Customers account or any user ID and password pairs at any time; (II) to notify Sensus immediately of any actual or suspected unauthorized use of Customer's account or any of such user ID and password pairs, or any other breach or suspected breach of security, restricted use or coMidentalily; and (Ili) to take the Sensus-recommended steps to log out from and otherwise exit the Application(s) and Managed Systems at the and of each session. Customer agrees that Sensus shall be entitled to rely, without Inquiry, on the validity of the user accessing the Applications) application through Customers account, account ID, usemames or passwords. v. Customer shall be responsible for the day-to-day operations of the Applicallon(s) and FlexNet System. This includes, without limitation, (1) researching problems with meter reads and system performance, (II) creating and managing user accounts, (lit) customizing application configurations, Qv) supporting application users, (v) Investigating application operational Issues, (vl) responding to alarms and notifications, and (vii) performing over -the -air commands (such as firmware updates or configuration changes), D. Software Solution Components. I. Description of Software Solutions. Sensus software consists of a core communication module and a set of applications. Some applications are required to perform basic solution capabilities, other applications are optional and add additional capabli les and function to the overall solution. As Customer's business process expands andlor new Sensus offerings are made avallable, additional applications and functionality can dynamically be added to the solution, provided Customer purchases such additional applications, IL Regional Network Interface. The Regional Network Interface (RNI) or Sensus head -end is the centralized Intelligence of the FlexNet network; the RNI's primary objective is to transfer endpoint (such as meters) data to the Customer and the advanced feature applications. The RNI Is adaptable to Customer configurations by simultaneously supporting a wile range of FWNet enabled endpoints; Including but not limited to meters (electric, water, gas), street lighting, and Home Area Network devices. a. Core Package (1) Communication 1. Manages all Inbound and outbound traffic to and from endpoints 2. Outbound routing optimization 3. Route analyzer 4. AES256 bit encryption of radio messages 5. Reports and metric detalb of network performance and troubleshooting aids 6. Management of RF equipment (base stations and endpoint radios) (if) Data Collection 1. Missing read management 2. Management of duplicate reads 3. 60 day temporary storage (111) Application integration 1. To Sensus Analytics applications 2. Enable V party application integration 3. Batch CMEP file export 4. Real-time access throughMultiSpeak (Iv) Endpoint Management 1. Gas, water, electric, lighting concurrent support 2. Remote configuration 3. Remote firmware updates 4. Reports, metrics and Troubleshooting (v) User Management 1. Secure access 2. Password management 3. Definable user roles 4. User permissions to manage access to capabilities b. Integration of RNI. Sensus shall provide RNI Integration support services to Customer only to the extent specifically provided below: (1) Sensus shall meet with the representative from the Customers system(s) targeted for integration to determine which Integration method is appropriate (e.g„ Mukispeak, CMEP, etc.). 1. In scope and Included Integration efforts: Provide the gateway URts to the Integrating system as needed, provide Customer with standard integration API documentation, validate and test that the cored Customerinfornation Is flowing Into and/or out of the RNI. 2. Out of scope and subject to additional charges: Modifications or extensions to the standard API provided by Sensus and any Integration efforts not outlined above as in scope and Included. (11) Customer Responsibllfiies: 1. Provide Sensus with Information about the relevant Information Customer wishes to transfer and Integrate with the RNI. 2, Establish the network and security required for the two systems to reasonably communicate. 3. Verify Integration to third party system functionality Is working as Intended. (Ili) If an Item is not listed in subparagraph (1) above, such item is excluded from the Integration of Sensus RNI Support and Is subject to additional pricing. 3. Third Party SoHware, A. ReclHat hinux.lf Sensus is providing Customerwith a license to use RedHat Unux Software, Customer agrees to the following: .Confidential ( Page 11 of 14 By entering Into this Agreement, Customer agrees to abide by and to be legally bound by the terns and conditions of the Red Hat End User License Agreements Identified below, each of which are Incorporated Into this Agreement by reference and are available at the websites identified below. Please read the Red Hat End User License Agreements and incorporated references carefully. Subscription: End User License Agreement: Red Hal Enterprise Llnux hftp:lAvww.redhat.com/lkenseslrhel_rha—eula.html Moss Enterprise Mlddleware http:/Anew.redhat,comllicenses/jboss_eula.html Confidential I Page 12 of 14 Exhibit B Technical Support 1. Introduction Sensus Technical Services provides utility customers with a single point of contact for Tier 1 support of technical issues as well as any coordination of additional resources required to resolve the issue. Requests that require specialized skills are to be forwarded to a senior support engineer or Technical Advisor within the team for further analysis. If Technical Services has exhausted all troubleshooting efforts for the product type, the issue will escalate to the Engineering Support Team. Occasionally, on -she troubleshooting/analysis may be required. The preferred order of on -site support is: a) The Customer (for assistance with the easiest and lowest time-oonsuming activities such as paver onlpower off). b) The local distributor. c) Sensus employees or contracted personnel, If required to fulfill a contract commitment. 2. Support Categories 2.1. General questions regarding functionality, use of product, how-to, and requests for assistance on Sensus AMR, AMI, RF Network Equipment, Metering Products, Sensus Lighting Control, and Demand Response Management System (FlexNet Home). 2.2. Proactive reporting and resolution of problems. 2.3. Reactive reporting to isolate, document, and solve reported hardwarelsoftware defects. 2.4. Responding to service requests and product changes. 2.5. Addressing customer inquiries with printed or electronic documentation, examples, or additional explanation/cladficaton. 3. Support Hours 3.1. Standard Support Hours: Toll -free telephone support (1-800-6383748 option 92) is available Monday thm Friday from 8:00 a.m. EST to 8:00 p.m. EST. Ater - hours, holiday and weekend support for Severity 1 and Severity 2 issues is available by calling 1-800-6383748, option #8. 4. Support Procedures 4.1. Customer Identifies an issue or potential problem and calls Technical Services at 1-800-638-3748 Option #2. The Customer Service Associate or Technical Support Engineer will submit a SalesForce ticket 4.2. The Customer Service Associate or Technical Support Engineer will identify the caller name and utility by the assigned software serial number, city, and state based on where the call originated. The Customer Service Associate or Technical Support Engineer will require a brief description of the problem symptoms, or error messages depending on nature of the incident. The nature of the problem and severity levels will be mutually agreed upon by both parties (either at the time the Issue is entered or prior to upgrading or downgrading an existing Issue) using the seventy definitions below as a guideline. The severity level Is then captured into SalesForce for ticket creation and resolution processing. Any time during the processing of this ticket, 9 the seventy level is changed by Sensus, the customer will be updated. A. Severity Levels Description: Sev1 Customer's production system is down. The system is unusable resulting in total disruption of work. No workaround is available and requires immediate attention. Example: Network mass outage, all reading collection devices inoperable, inoperable head end software (e.g., FlexWare, Sensus MOM). Not able to generate billing files. Sev2 Major system fealure/function failure. Operations are severely restricted; there is a major disruption of work, no acceptable workaround is available, and failure requires immediate attention. Examples: Examples: Network equipment failure (e.g., FlexNet Echo, FlexNet Remote, Base Station transceiver, or VGB); inoperable reading devices (e.g., AR5500, VXU, VGB, or Commandl-ink); head end software application has important functionality not working and cannot create export file for billing system operations. SW The system is usable and the issue doesn't affect cdfical overall operation. Example: Minor network equipment failure (e.g., Echo/Remote false alarms or Base Station transceiver false alarms); head end software application operable but reports are not running property, modification of view or some noncritical function of the software is not running. 4.3. The Customer Service Associate or Technical Support Engineer identifies whether or not the customer is on support If the customer is not on support, the customer Is advised of the service options as well as any applicable charges that may be billed. 4.4. Calls are placed in a queue from which they are accessible to Technical Support Engineers on a first -come -first -served basis. A tat level Customer Service Associate may assist the customer, depending on the difficulty of the call and the representative's technical knowledge. Technical Support Engineers (Tier 1 support) typically respondiresolve the majority of calls based on their product knowledge and experience. A call history for the particular account is researched to note any existing pattern or If the call is a new report. This research provides the representative a basis and understanding of the account as well as any associated problems and/or resolutions that have been communicated. a. Technical Services confims that there is an issue or problem that needs further analysis to determine its cause. The following information must be collected: a detailed description of the Issue's symptoms, details on the softwarethardware product and version, a description of the environment in which the issue arises, and a list of any oonective action already taken, b. Technical Services will check the internal database and product defect tracking system, to see if reports of a similar problem exist, and I any working solutions were provided. If an existing resolution is found that will address the reported issue, it shall be communicated to the customer. Once it is confirmed that the issue has been resolved, the ticket is closed. c. If there is no known defect or support that defines the behavior, Technical Services will work with the customer to reproduce the issue. If the Issue can be reproduced, either at the customer site or within support center test lab, Technical Services will escalate the ticket for further investigation / resolution. If the issue involves units that are considered to be defective with no known reason, the representative will open a Special Investigation RMA through the SalesForce system. If t is determined that a sample Is required for further analysis, the customer will be provided with instructions that detail where to send tie product sample(s) for a root cause analysis. Once it is determined that the issue cannot be resolved by Tier 1 resources, the ticket will be escalated to Tier 2 support for confirmation/workarounds to resolve immediate issue. Technical Services will immediately contact the customer to advise of the escalation. The response and escalation times are listed in Section 5. At this time, screen shots, log files, configuration files, and database backups will be created and attached to the ticket 5. Response and Resolution Targets. Confidential I Page 13 of 14 Sensus Technical Support will make every reasonable effort to meet the following response and resolution targets: Severity Standard Target Response Standard Target Resolution Resolution (one or more of the following) Immediately assign trained and qualified Satisfactory workaround is provided. Services Stag to correct the error on an • Program patch is provided. 1 30 Minutes expedited basis. Provide ongoing • Fix incorporated Into future release. communication on the status of a Fix or workaround incorporated into correction (24 hours). SalesForrs Knowledge Base. • Satisfactory workaround is provided. Assign trained and qualified Services . Program patch is provided. 2 4 hours Stag to correct the error. Provide communication as updates occur (48 • Fa Incorporated into future release. hours). • Fa or workaround incorporated into SalesForoe Knowledge Base. • Answer to question is provided. Satisfactory workaround is provided. 3 1 Business Day 30 business days Fix or workaround incorporated into SaWForce Knowledge Base. • Fix incorporated Into future release. 6. Problem Escalation Process. 6.1. If the normal support process does not produce the desired results, or if the severhy, has changed, the issue may be escalated as follows to a higher level of authority. 6.1.1.1. Severity 1 issues are escalated by Sales or Technical Services to a Supervisor if not resolved within 2 hours; to the Manager level if not resolved within 4 hours; to the Director level if not resolved within the same business day; and to the VP level if not resolved within 24 hours. 6.1.12. A customer may escalate an issue by calling 1-800&3M748, Option 2. Please specify the SalesForce ticket number and the reason why Hie issue is being escalated. 6.1.1.3. In the event that a customer is not satisfied with the level of support or continual problem with their products, they may escalate a given Salesforoe ticket to Manager of Technical Services (1Ag0-638-3748, Option 2). 7. General Support Provisions and Exclusions. 7.1. Sensus provides online documentation for Sensus products, and all Sensus customers are provided access to this online database, which includes operation, configuration and technical manuals. The customer shall provide names and email accounts to Sensus so Sensus may provide access to the product documentation. 7.2. Specialized support from Sensus is available on a fee basis to address support issues outside the scope of this support plan or if not covered under another specific contract or statement of work. For example: specialized systems integration services or out of warranty network equipment repair. Confidential I Page 14 of 14