HomeMy WebLinkAbout2014-08-18-Resolutions 14-214_Gas Meter Reading Software as a Service AgrTHE CITY OF WAUKEE,IOTA
RESOLUTION 14-214
APPROVING SOFTWARE AS A SERVICE (SAAS)AGRKKMKNT BY AND BKTWKKN
SKNSUS USA,INC.,AND THK CITY OF WAUKKK
IN THE NAME AND BY THE A UTHORITY OF THE CITY OF 8'A USE,IOV'A
WHEREAS,the City of Waukee,Dallas County,State of Iowa,is a duly organized Municipal
Organization;AND,
WHEREAS,Sensus USA,Inc.,proposes a Software as a Service (SaaS)Agreement related to a
software upgrade named Logics which allows the City of Waukee to take gas meter readings for all
customers;AND,
WHEREAS,City staff recommend approval of the agreement,which is attached hereto as Exhibit A;
AND,
NOW'THEREFORE BK IT RESOLVED by the City of Waukee City Council in session this 18"
day of August,2014,that the Software as a Service (SaaS)Agreement by and between Sensus USA,
Inc.,and the City of Waukee is hereby approved.
lia .Peard,Mayor
Attest:
Rebecca D.Schuett,City Clerk
ROLL CALL VOTE
Shane Blanchard
Brian Harrison
Casey L.Harvey
Shelly Hughes
Rick Peterson
AYK
X
X
X
X
X
NAY ABSENT ABSTAIN
Software as a Service (SaaS)Agreement
Tllls SsAware as e Sewlne Agmemenl I'Agreemenl')ls made lbls 18)b day n)~Aa ssl ggld I'gllenllve Dale'),by and gal!veen Senses DSA Inn..a
Delaware corporation with offices-at 860t Six Forks Road,Suite 700,Rateigh,North Carolina 27645 ('Sensus'),and The City of Waukee,a municipagty
organizedandexistinginaccordancewilhthelawsoftheStateof iowa,locatedat230W.HickmanRoad Waukee owa 0263('~Cusomer'}.
WHEREAS,Customer purchased from Sensus'Authorized Disbibutoran AMI System manufactured by Sensus;and
WHEREAS,Customer and Sensus previously entered into a Spectrum Manager Lease Agreement ('$~ec mg Lease')wherein Sensus
leases spectrum to Cuslomer for use wgh lhe AMI System;
WHEREAS,at the time.the paNes entered into the Spectruni Lease,Customer uhgzed a licensed meter dale management software
soluUon and Customer now wishes to ubliie Sensus'Soflviare as a Service hosled soluUon (nSaaS');
NOW THEREFORE,in consideration of the mutual covenants,terms,and conditions set forth in this Agreement,Ihe parties hereto mutually
covenant and agree as follows:
I.Description of Services
A.Term.Sensus shall provide Customer wilh SaaS.Iri accordance with Ihe terms below so hng as Ihe Customer is current in its paymenls for
Solbvare as a Servtse (the'~Tr 8).
B.Termination of Software as a Service,
1.Customer shall have ihe option at any Uime after full deployment to termfdate the Sbftware.as a Service by giving Sensus one hundred
bventy ($20)days prior written notice.Such'nogce,once delivered to Sensus,is irrevocable.Sensus shall have Ihe option to terminate
lhe Agreement upon {a)Customer's inaterial breach of this Agreemeht vrhere suchmaterial breach is not cuied viilhtn flfleen (15)days of
sgrisus baaing wntten notice or (b)customer faging to pay any ongpk)g Fees.
2.Upon teimfnagonby either paity:
i;Within 30days,Senses shall provide aU.Usage Data to Customer,
iL Cusfomer shall have the option to purchase the necessary RNI(s)and pay ag applicable fees,including any unpaid Software as a
Service fees.Shoutd Customer elect to purchase.lhe RNI(s)and host the data itself,Customer acknowledges that,(a)Customer bhaU
purchase the RNI hardliare;(b)Customer shall purchase the necessary soflwai'e License(s)l (c)Sensus vrill cease lo provide the
Software as a Service.
C.Sbftw
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are as a Service DeffnttIon.
Use of RNI hardware,locaied.at Sensus'or a third.party's dale center facility {as determined by Sensus},'that is ne'cessary to operate
the AMI System.
Initial training (not to exceed five days)on the use of the AMI System and ag product docbmentation,including any updates to product
documentation.
Providing Patches,Updates,and Upgrades to latest Sensus FlexWare Sofkvare releases.
Providing FCC spectrum,pursuant to the terms of Ihe Spectrum Lease,to operate the AMI System (for USA customers}.
Providing remote Unaware maintenance for FlexNet Base Stations and SmartPoint Modules (Customer must provide IP access to each
FlexNef Base Station In order to perform secure shell (SSH)funcboris).
vi.Providing cerlaln.third party software required to operate ihe.RNI (specificagy;Microsoft SQL server,Microsoft Windoiivs Sewer,Red
Hat Linux OS,and other Bundled Software).
Providing secure.Web portal access'to the hosts'd:FlexWare,Sofbvare application for the Customer {Cbslomer system adminlslrator
.grants RNI access to'authorized Customer personnel as they are added}.
If requested,submitting a "daily reading file"in standard file format containIng hourly consumption reads.and all available alarms
cogected by lhe AMI Systenig including exception reporls,such as zero consumption reads and non-responding meters (including
traceability to the meter hcation when the meter insfager provides the tocation fnformation},
ix.24x7x365 striver and network monitoring and trouble ticket generation,advanced security monitoring:and pieventagve maintenance
rnonitosing using diagnostic software tools,
x.Network optlinizalion after ihe final propagation study and FlexNet Base Stagon site plan'is verifiediby Sensus,arid network tuning of
endpoints:deployed in lhe Servfce Temtoiy.
Performing daily ofi site vaulgng of encrypted backup tapes conteinfrig one year of history forauditing purposes.
ProvidIrig current Sensus fixed base reporbng software (for up to 50,000 SmartPolnt Modules)for up to thirteen {I3)months of hourly
data retention for basic reporting,roule processing and quepjing functionality.
Providing telephone support consistent with the Sensus Technical Support as set forth in ExhkiitA.
Provfding "hot faihver"disaster recovery sotutlon within twenty four (24)hours.
Providing FlexNet Base Statho parts repair or replacement,at Sensus'discretion.This excludes field repair labor and field
mairitenance tabor.
Normal periodic processirig of accounts orreadings for Customer's billing system for billing or other analysis purposes (other than daily
file deliverY).
Field labor to troubleshoot any SmartPoint Modules in the field in meter populations that have been previously accepted.
CDNFIDENTlrg)L (Pdbge1 or 7
lii,First response labor to koubleehoot Flexihtet Base Station,Echo Transceiveis,Remote Transcelvers or other field network equlpmenL
iv,Parts or labor required to repair damage to any field network equipment that Is the result.of a Force Majeure event.
v.Customer understands that the Sensus route.manager meter data management (MDM)application is limited to 50,000 or fewer
SmartPoint Modules,and Customer must utilize an enterprise MDMS {or other sul(able;solution)to manage reading data when system
size exceeds 50,000 SmartPolnt Modules.
If an item h not listedinsilbparagraphs {1}or {2)above,such item is excluded from the Software as a Service and is subject to additional prfcing,
D.System Uptime Rate
1.Sensus (or.Its contractor)shall.host the FlexWare Sofbvare application ori computers owned or controlled by Sensus (or Its contractors)
and sha8 provide Customer access lo the hosted FlexWare Software application via internet or point to point connection (item Hosted.
Access use),according to the Ierms below.Sensus endeavors io maintain an average System.Uptlme Rate equal to.niriety-nine (99,0)
per Month (as degned betow),The System Uptime Rate shall be calculated as follows:
SystemUptime Rate=100 x MO=tal won.Scheduled owntimeminutesintheMonh
TMO
2.Cate ulations
i."Targeted ifiirfiufes of Operafiorf'or "7ifyf0'means total minutes in the applicable month ("~Mont m)minus the Scheduled
Downtime in Ihe Month.
Il,"Scheduled Downtime"means the number of minutes during the Month,as measured by Sandbag.in which access to the
FlexVIare Sofbvare is scheduled to be unavailable for use.by Customer due Io planned system maintenance.Sensus shall
provide Customer.notice (via email or otherwise)at least seven (7)days In advance of commencement of the Scheduted
Downtime,
liL "Non-Scheduled Downtime"means the number of minutes..during the Month,as-measured by Sensus,ln-which access to
FlexWare Software Is unavailable for use by Customer due to reasons other than Scheduled Downtime.or the Excepkons,as
defined below.(e.gm due to a need for unplanned maintenance or repair).3.Exceptions."he~lion "mean the following events:
is Force Majeure;
li.Emergency Work,as defined below;and
iilx .Lack of Internet Availabllily,as described below.
4.Emergenc}r Work.In the event that Force Majeure,emergencies,dangerous.conditions or dlher exceptional circumstances arfse or
continue during TMO,Sensus shelf be engtied to take any actions that Sensus,in good faith,determines is necessary or advisable fo
prevent,remedy,mitigate,or otlierwise address actual or potential harm,interruption,loss,thr~at,security or like concern to 'any of the
Host Systems or Ihe FlexWare Software ("~Egrrenc~Wor ".)d Such Emergency Work'.may incliide,but is not limited to;analysis,
testing',repair,maintenance,re seIng and other servicing of the hardware,cabling',networks,software and other devlcesi materials and
systemic through which access to audror use orttie Ftexwaregohwar'ekby thscustomerts made airartabtetthi "~ostg stems").dessus
shall endeavor to provide advance notice of siich Emergency Viork to Customer vrhen practicable and possible.5.Lack of internet Availability:Sensus:shall not be responsible-for any deterioration of performance attributable lo Iatencies in Ihe public
internet or point-to-point.network Mnneciion operated by.a third party.Custcimerexpressly acknowledges and agrees that Sensus does
not and cannot control Ihe flow of dale to.or from Sensus'nelworks and other portions of lhe Internet,and Ihat such Itow depends in part
on the 'perfoimance of Internet aerv'ices provided or controlled by Ihird'parges,and that at times,actions or inactlons of such thfrd parties
can bnpair or disrupt data transnliited through,andior Customer's connections to,Ihbc Internet or point-to.point'dale connection (or'
porkons thereof}.Although Sensus viill use commercially reasonable efforts to take a'ciions Sensus rriay deem appropriate to mitigate the
effects of any such everils,Sensus cannot guarantee thatsuch events will riot occur.Accordingly,Sensus disc!aims any and all liability
reselling from or refaUng to such events.
E.'Host Site-Security.Although Senses may modify such security arrangements without consent or notice to Customer;Customer
acknowledges the foliotving are the current arrangements regerdfng physical access to and support of the primary hardware components of the
Host Systems:
1.The computer room(s)in which the hardware is installed is accesslbte only to authorize fndIViduals.
2.Powerifnfrastructure Includes one or more uninteriuplible power.supply (UPS}devices and diesel generators or other
alternative
power
for back-up elecliical.power.
3.Air-conditioning facilities (for humidity and teniperature coriirols)are provided in or for such computer room(s)and can be monitored and
adjusted for humidity arid temperature settings,arid conbol.Such air systems.are supported by redundant;back-up and/or switch-over
environmentairunils.
4.Such ejecMcal and AiC systems.are monitored on an ongoing basis end personnel are available to respond to syslem emergencies {if
any)In real gnie,
6.Dry pipe pre-aclion fire deleclton arid suppression systems.are provided,
6.Dale circuits are available via multiple providers and diverse paths,giving 'access redund'ancyr
F.,Res'ponsibilities.of Custonier
Customer shall promptly pay all Sofiware as a-Service fees and Ongoing Fees.
2,Customer may snot (i)carelessly,knowingly,intentionally or malicfously threaten,disrupt,harm,-abuse or interfere with the FlexWare
Software,Host Systems oi any of their funciiqnality,performance,aecurity or integrity,nor attempt to do so;{ii)impsrsonale any person
or entiiy,including,but not.lfmited to,.sensus,a sensus employee.or anolher user;or (lii)fo'rged falsify,disguise or otherwise manipulate
any Idenbfication information associated with Customer's access to or use of theFlexV/are Software applicallon.
3,The proyhioning,compatibility,operatlong.sbcunty,support,and,rnalntehance of Customer's hardviare and software {"Custoniei's
hsterns")is exclusively ihe responsibility of Customer,Customer is also responsible;in particular,for.correctly configuring and
maintaining (I}the desktop envfronment used by Customer to access the FlexWare application hosted by Sensus;and (ii)Customer's
network routei and flreWall,if applicable,to allow dale to flow between the Customer's Syslems and Sensus'Host Systems in a secure
manner via the public Internet.
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s-Ensu5
4. Each of Customer's authorized users will receive a username-and password upon completion of the applicable Sensusregistration
process ("Authorized Users').:Such usernames and passwords will allow Authorized Users toaccess the FlexWare Software application,
Customer shall be solely responsible for maintaining the security and confidentiality of each user ID and password pair associatedwith
Customers account, ;and .Sensus wilt not be liable for any loss, damage or liability 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 @ not to allow anyone other than the Authorized Users to
have any access to, or use of Customer's account or anyuser ID and password pairs at any Qme; (11) to nobly Sensus Immediately of
actual or suspected .unauthorized use of Customers account or any of such user ID and; password pairs, or any other breach or
suspected breach of security, restricted use or confidentiality; and: (ip) to take :the Sensus-recommended steps to log out. from and
otherwise exit.the FlexWare Software application and Host Systems at the end of each session.. Customer agrees. that Sensus shall be:
entitled to rely, without inquiry, on the validity of the user accessing the FlexWare Software application through Customer's account,
account ID, usemames or passwords.
G. Disaster Recovery. In the case of a disaster and loss of access to. or use _of the FlezWare-Software application, Sensus shall use:
commercially reasonable efforts to restore operations at the;same location or a backup location within twenty four (24) hours. Customer
acknowledges and agrees.lhat such an event may.result impartial or degraded service:whemrestored. The pre-disasterAoss level of service
shall be restored as;a soon as commercially reasonable.
H. Harris License. If Sensus is providing Customer With license to use Harris Software, Customer agrees to the following:
1. No, license is given to the: Customer for the source code to the Harris Software. The Customer agrees that it will not attempt to derive; or
permit or help others to derivelhe source code relating to the Harris' Software or attempt to otherwise convert or alter theHards Software
Into human readable code. The Customer further agrees that it will not attempt:to duplicate, or permit or help others to duplicate, :the
source code relating to the Harris Software;
2. The Customershall have no fight to:modify the Harris -Software supplied by Sensus (or Customers use under this Customer License
Agreement without the prior writtenapprevel and direction of Sensus and Harris.
3. Customer shall: not sublicense or permit the subliceinseof any of the; rights granted to the Customer` related to the Harris Software.
4, The Customer agrees that it win not, except as;othenvlse expressly provided In this Customer License Agreement or except as dictated
by Customer's standard computer system's backup procedures andlor test' environments, make or allow others10 make copies or
reproductions of the Harris Software or other proprietary Information many form.
5. The Customer will ensure that the Universal Copyright Convention symbol and other copyright and proprietary notices of Harris will
remain on the Harris Software in machine-readable form.
8. the CustamerwiU take the same care to safeguard the Harris5of[wareas It takes 3a safeguard its own confidentiaClnformatfon.and such
care shall not be any less than would betaken by reasonable person tor safeguard its own confidential Information.
7. No -third party, other than duly.authorized:agents or employees of the Customer. authorized, pursuant to the licenses issued hereunder,
shall have access to or use of the:Hards Software.
8. To enable -Harris to provide effective support, the Customer shall.ailow Harris_ to have remote access to the Harris Sothvare:and `shall
permit Harris to use online diagnostics if required during problem diagnosis
11. GeneralTie sand Conditions.
A. Payment. Customer shall pay, all tees and Ongoing Fees for Sea$ to Sensus' Authorized Distributor pursuant to the terms and conditions
agreed by Customer and Sensus' Authorized Distributor. It Customer elects to purchase. SaaS or any services directly from Sensus, .or If
Customer pays any; fees_ or other costs, to Sensus, than _Sensus' Terms -of Sale shall apply. -The 'Terms of Sale' are available at
http•J/na.sensus:comlrClrermsCond!Uons,pdf, or 1-800•METER-IT:
B. Purchase of Equipment, No equipment Is provided in this Agreement. Customer shall purchase all Equipment from Sensus' Authorized'
Distributor pursuant to the terms and conditons (including` any warranties on such Equipment) agreed by Customer and Sensus' Authorized
Distributor. This Agreement shall notalfecE any terms and conditions, Including any warranty terns; agreed by Customer -and Sensus'
Authorized Distributor. If Customer elects to purchase! any equipment direcfyfromSensus, then Sensus' Terms of Sale shall apply.
C. Warranty, THERE ARE NO WARRANTIES IN THIS AGREEMENT, EXPRESS OR IMPLIED. THERE ARE NO IMPLIED WARRANTIES,
INCLUDING WITHOUT LIMITATION,. WARRANTIES AS TO FITNESS FOR A PARTICULAR PURPOSE OR, MERCHANTABILITY, AND ALL
SUCH WARRANTIES ARE HEREBY EXPRESSLY EXCLUDED.
D. Limitation of Liability.
1. 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 terminallon (colkeilvely'Causes of Action') shall not exceed the greater of; (a) the total amount paid, by
Customer directly to Sensus under.tlils Agreement; or (b) ten -thousand US dollars;(USD 10,000.00), This 4 so whe-ther the Causes of
Action are in tort, including, without -fi nitation; negligence or strict liability, In, contract, under statute or otherwise. As`separate _and
independent limitations -on liability, _Sensus' liability shall be limited to direct damages. Sensus shall not be liable for; (1) anyindirkt'
incidental, special or consequanUal.damages; nor (ii) any revenue orprofils=last 6y Customer or its Affiliates from any End User(s);
irrespective wlathersuch lost revenue or profits is categorized as 8lrectdamagesororherwise; nor (ti) any In/Out nor(iv) manual
,me
eer read costs=and expenses; nor or
arising from maincaso or botiam plate breakage caused by=freezing lemperatures;
water hammer conditions,, or excessive water pressure: 'Tbe limitations on liability at forth In this, Agreement are fundamental
Ind to Sensus entering in his Agreement. Theyapply uncondtUonallyand in all respects. They are to be -interpreted ,broadly
so:as to give Sensus the maximum protection permitted: under Is
2. To`Ilia maximum extent permitted by Iaw,;no Cause of Action maybe instituted by Customeragailnst Sensus more than TWELVE (12)
MONTHS after the Cause of Action first arose. In the calculation of any damages -In any Cause of Action, no damages Incurred more
than TWELVE (12) MONTHS prior to the filing of the Cause of Action+shall be recoverable,
E. Force Majeure. If either party becomes unable, either wholly or in part, by an event of Force 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 malleure will take reasonable steps to mitigate the Force Majeure. `Force Majeure' means an event beyond a partys
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reasonable control,incfuding,Without limitation,acts of God,.humcane,flood,volcano,tsunami,.tornado,storm,tempest,mudsffde,vandalism,
illegal or unauthorized radio frequency-interference,,strikes,lockouts,or other Industrial dhturbances,unavailability of companent parts of,any
goods provided hereunder,acts of public enemies,wars,blockades,fnsbrrecUons,riots,epidemics,earlhquakes,.fires,restraints or:
prohibilions by any court,board,department,cammhsion or agency of the United Slates:or any States,any arrests and restraints,civil
disturbances and explosion.
Intellectual Property.No Intellectual Property ls assigffed Io Customer hereunder,Serisus ahaff own or continue to awn aff Intellectual
Property used,created,-and/or derived tn the course of performing this Agreement.To the extent,lf any,that any ownership interest in and to
such Inteffeclual Property does nat autamaHcaffy vest ln Sensus by virtue of this Agreement or otherwise,and fnstead vesta in Customer,
Customer agrees to grani and assign and hereby daes grant and assign to Sensus aff rght,tffle,and interest that Custorrier may have in ancf to
such Intellectual Property.
Usage Data.Customer shag own aff Usage Dale.
Confidentiality,Both parlies shall (and shall cause their employeea and contraclors to)keep aff Confidenffal Information strictly confidenlfal
and shaff not disclose it to any third party,except to the extent reasonably required ta perform and enforce this Agreement or as required under
applicable law,court'order or regulaffon.As used herein,'Co lidenti 1 I formatlo 'means any and aff non-public Informaffon af either party,
.Including the terms.of'this agreementc 'aff technical information about either Party's Products or.services;Pricing information;marketing and
marketing plans;Customer's End Usersc data,AMI System performance,AMI System architecture and cfeslgn,AMI System software,other
business arid Hnancial information af either parly,and ag trade secrets of either party,The Confidenlial information may be.transmilted orally,
in wriling,electronically or otherwise observed by'eilher party.Notwithstanding ihe foregoing,'Confidential Information'shall not include;(i)
:any fnformatloa.that is in the public:domain other than due to Recipient's breach of this Agreemi.nl;(li)any information in Ihe possession of Ihe
Recipient without'.restriction prior to disclosure by the Discloser;oi'{Ui)any Infarmation independently developed by the Recipient without
reliance on the information disclosed hereunder by the Dhcloser.'OiscloseC means either parly that discloses ConlidenUal Information,and
'@eccl I n c means eiiher party that ieceives it,
Nan-Waiver of Rights,A.waiver by either party of any breach of this Agreement or:lhe faffure or delay'of either party to enforce any of the
arffcles or other provisions of Ibis Agreement will not in any way affect,limit or waive that party's right to enforce and compel strict compliance
vilth the same or other arffclesar provisions;
Assfgnmsnt and Sub-contracting.Either parly niay assign;transfer or delegate this Agreement withciut re'quiring the other parb/s consenl;
(i)to an Affiliate;(li)as part of a merger,ar (Hi)to'a purchaser of aff or substanffaffy aff of its asseh..Apart from Ihe foregoing,hellher party may
assign,transfer or delegate this Agreement without the pdor written consent of Ih'e other,which consent shall not be unreasonably withheld,
Furthermore,"Customer acknowledges Sensus may use subcontractors to perform RF Field Equipment hslaffation;the systems integratlan
work {ifapplicable),or project management (if applicable),viithaut requiring Customer's consent,
Amendments,No alteration,amendment,or other modifccaffon shaffbe binding unless in wdiffng and signed by boih Customer and by a vice
president {orhigher)of Sensus.
Governing t:aw and Dispute Resaiutlan,This Agreement shall be governed by,construed and enforced in accoidaricevlith the laws of the
State of Delaware.Any and aff disputes arising.under,out of,or in relation ta this Agreement;its negotiation,performabce.or termination (-'
~Dis utes')shall first be resolved by the Parffes attempffng mediation in Delaware.If the DispuIe h not resolved within sixty {60)days of ihe
commencement of the medfation,
'
it shaff be lmgaled in the slate or federat courts located fn Delaware.TO THE MAXIMUM EXTENT
PERMllTED BY LAW,THE PARTIES AGREE TO A BENCH TRIAL AND THAT THERE SHALL BE NO JURY IN ANY DISPUTES.
Restriction on Discovery.The Parties acknowledge the abundance of documents,data,and oihar information stored In an electronic manner
and the time and costs associated with retrieving relevant electronic dale fram the Parffes during the Discovery porffon of a claim.Accordingly,
lhe Parttes shaff uUlize only pdnted or hard-copy documents,data,and other information in Dlscavery and shall not use or request electronic or
a-Discovery methods far any claim,demand,arbitration ar litigatlort subject to thts Agreement.AU relevant and unprMleged printed ar hard-
copy materials shall be subject to Discovery,but neilher Party has'an obligaffan to maintain printed or hard-copy files.in anticipation of a claim,
demand,Iiligaffon,or arbitration proceedirig.
SUivlval.The provisions of this Agreement'that are applicable to-clrcumslarices arising after ils termination or expiration shaff suniive such
termination or expiratton.
Severability,iff the event any provhion 'of this Agreement h helcf to be void,un{awfut or olherwise unenforceable;that provision iill be
severed from.the remainder of the Agree'ment and replaced automakcaffy by a provision containing terms as nearly like the void,unlawfdl,or
unenforceabie provision as possible;:and.the'Agreement,as so modified,Viiff continua to be fn full farce and effecL
Faur Comers,'This written Agreement represents the entire understanding between and obligations af the,paiffes on the subject matter
herefri and supersedes aff prior understandings,agreemenh,negoffaffonse and propiisals,whether wittten or oral,formal or informal between
the'parffes regarding the subject rnatter herein.There are no.other twrmsc or conditions,oral,written,electronic or otlierwlse.There are no
Implhd abfcgations.AU obligations are.specifically set forth in this AgreemenL Fuither;there.are no,represeritstions that Induced thh
Agreement that are hot1ncluded in it.The ONLY operative provjisions are set forlh in wnting in this Agreement
Counterparts,This Agreement may be execuled in any number of counterparts,each of which shaff be deemed an original,but ali of which
together shall conslitule one.and the same Instrument,Additionaffy,this Agreement may be executed by'facsimile or electronic copies,aff of
which shall be considered an original for aff purposes.
III,.Definitions.As.used In this Agreement,the'foffowlng terins shall.havff the foffowlng meanings:
A."Affiliate"of a parly mean's Hny other enffty controlling,controHed by,or under common control with such party,where 'coritrol'of an entity
means the ownership,direcUy.or indirecffy,of 50%or more of either,(i)the shares ar other equity in such entily;or {ii)the voting.rights in such
entity.
B."Affiti Systerrt'fdeniiffes the-Sensus FlexNet Advanced Meter Infrastructure.System comprised of the SrnarlPolnt Modules,RF Field
Equipment,Server Hardware,-software licenses,FCC Ikensei ~and other equipmbnt provided to Customer hereunder,The AMI System only
includes the foregoing,as provided by Sensus;-The AMI System does not include goods,equipment,software,Ucenses or rights provided by a
third party or parties to Ibis Agreement.
C."Authorized Distributor'means a supplier that has the permission of Sensus to market and sell Sensus equipment,products,seniices,and
CONFIDENTIAL 1 Page 4 of2
materials to Customer,
D.'Fcha liansceivel'identifies the Senses.standalone,mounted relay device that takes the radio frequency readings from the SmartPolnt
Modules and relays them by radio frequency to the relevant FlexNet Base Station.
E."Eiid User means any end user of electricity,water,and/or gas (as applicable)that pays customer for Ihe consumption of elecbicily,vlater,
and/or gas,as applicable.
F.'Fie/d Devices'.means the meters and SmartPoint Modules.
G,"Fiexlllet 8ase Station'fdentiTies the Sensus manufactured device consisting of one kansceiver,to be located an a tower that receives
readings from the SmartPoint Modules (either directly or via ari Echo Transceiver)by radio frequency and passes those readings to the RNiby
TCP/IP backhaul communication.For clarity;.FlexNet Base Stations include Metro Base Stations.
H.'FlexWare™'Sohvvam'idengffes the Sensus proprietary software used fn the RNI and,any Patches,Updates,and Upgrades that are
provided to Customer pulsuant to the terms of this Agreement,
I.'Harris Safhvard'means lhe specific items of software provided by N.Harris Computer Carparation only to lhe extent Customer (I)has been
provided pricing for that speciTic item of Harris Sofbvare'I and (li)Is current in ils payments for that specific item of Harris Software.J.'IrriDut Costs'means any costs.and expenses incurred by Customer in.transporbng goods between its warehouse arid lls End User's
premIses and any costs and expenses Incurred-by Customer in installirig,uninslaglng and removing goods.
K.'Irttellectual properlg means patents and patent appltcations,fnventions (whether patentabteor not),.trademarks,service marks;trade dress,
copyrights,trade secrets,knovi-how,specifications,drawfngs,designs,maskwork rights,morat righis,auihor's rlghh,and.other intellectual
property rights,including eny denvabons and/ar derivative works,as may exist now or hereafter.come-into exhtence,and all renewals and
extensions thereof,regardless of whether any of such rights arise under the laws of ihe United States or of any other state,country or
Jurtsdlctlon,.any regfstrabons or applications Ihereof,and all goodwill pertinent thereto.Intelleclual Properly daes nat include Usage Data,
L.'LDN identifies the load control'modules.
M."Drrga/ny Fee"means Ihe annual or monthly fees,bs applicable;.to be paid by Customer during the Term of this Agreement
N.'Patches'means patches.or other maintenance releases of the Software that correct processing errors and other faults and defecls found
prevfous versions of the Software,For clarily,Patches are not Updates or Upgrades.0.'Re/easd'means both Updates and Upgrades,
P,"-Rerrr ate Transceiver'identifies the Sensus standalone,moiinted relay device ihat takes the radio frequency readings from the SmarlPoint
Modutes and relays ihein direcgy to the RNI by TCPlIP backhaul communfcation.
Q.'RF Field EquipmenC means,collectively,FlexNet Base Stagons,Echo Transceivers and Remote Transceivers,
R.'RN/'identifies the regional network interfaces'consisting of hardware and software used to gather,store,and report data callected by lhe
FlexNet Base Stagons froni the SmariPoint Modules,The RNI hardware specifications wili be provMed by Sensus upon written request from
CUstomer,
s.'service Territory Idenlfllesthegeographic area where customer provides electricity,water,and/or gas (as applicable)services to End Users
as of the Effectiv Date and as described in the parties'spectrum lease filing with ihe FCC.
T.'Server//ardivard'meansthe RNI hardware,
U.'Smartpo!nP'/frtadules'Identities the Sensus transmfssion devices installed on devices such as mbteis,distribution automation ecjuipment
and demand/response devices located at Customer's End Users'p'remlses that take the readings of the meters and transmit those readings by
radio frequency lo the relevant FiexNet Base Stagon,Remote Transceiver or Echo Tianscetver,
V,"Sa/fivard'means eg Ihe Sensus proprietary software provtded pursuant ta this Agreement,and any patches;Updates,and Upgrades that are.
provided to Customer pursuant to the terms of this Agreement.
W.".TauchCoupler Unif identifies an inductive coupler connection from a water register to the SmartPolnt Module.
X.eUpdates'means releases of the Software that constitute a minor improvement in functionality;
Yi "Upgrades"means releases of the Software which constitute a significant Improvement in functfonality or architecture af the Sofbvare.
Z."Usage Data means ag data related to End User electrfcity,water;and/oi gas (as applicable)consumption their fdenlity,or location/address.
Usage Dale Includes,but is nat Ifiited to,identity,address,amount of electricity,water andliir gas.consumed,reports relating to such
consumption,arid invoices regarding such consumption.
AA."{Ir/ily8ac/rhau/'means the communication link between FlexNet Base Stations and Remote Transceivers and RNI.
IN WITNESS WHEREOF,Ihe paNes hereto have caused this Agreement to be signed by iheir eulharized representatives,as of the day
and year written above,
SENSUS~US tNC.J
By;J~GUSTO
By
N e:William F.Peard
Title:Title:Mayar
Date:Date:08/48/2014
CONFIDENTIAL )Page 5 of 7
Eiihiblt A
Technical Support
introduction
Sensus Technical Services pro~ides uUlity customers viilh a singte point of contact for Tier 1 support of technical Issues as well as any coordlnsgon of
addilfonal resources required to resolve the issue.Requests that require specialized skills are to be forwarded to a senior support.engineer or Technical
Advisor within Ihe team for further analysis.If Technical Seniices has exhausted aff troubleshooting efforts for Ihe product type,Ihe issue will escatate to
the Engineering Support Team.Occasionagy,on site Iroubleshooling/analysis maybe required..The preferred order of on site support is:
a)The Customer(for assistance with Ihe easiest and lov/est Ums.consuming achriges such as power on/power oft),
b)The local distril&uter.
c)Sensus employees or contracted personnel,ifrequired tofulUU a contractcommibnenL
2.Support Categories
2.1.General questions regarding functionatity,uss of product,how.io,and requests for assistance on Ssnsus AMR,AMI,RF Network Equipment,
Metering Producls and Sensus Lighting ControL
22.Proactiverepoiting andresolutlonof problems,
2.3.Reactive reporling to isolate,document,and solvereportedhardwarefsoffware defects.
2;4.Responding to service requests and product changes.
2,5,Addressing'cuslgmer fnqulries with printed or e/sctrorilc documentalion,examples,or additional explanation/clarilicalion.
3,Suppoi1Hours
3 1,Standard Support Hours;Toil frrie telephone support (14I00 6383748 option ¹2)is available Monday thru Friday from 8 UDAM EST to 6 UQPM EST.
After hours,holiday and weekend support for Seveiity1 and Severity 2 Issues is avalsble by catling 1-800 638 3748,opkon f8,
4.SuppilitP(obddures
4.1.Customer ldenUlies an Issue or potenUal probfem and calls Technical Services at NIDQ-638-3748 Optlori ¹2.The Customer Service Associate or
Technical Support Engineer will submit a Support ticket.
4;2.The Customer Senffce Associate or Technical Support Engineer wlff fdenlify lhe caffer name anduUUty by Uie assigned soltware serial number,cily,
snd slate in which the call originsted.The nature of the problem and severlly levels vrig be agreed upon by both parties (either at Ihe time Ihe issue Is
entered or prior to upgrading or downgrading an existing issue)ustng the sevsriiy delinikons below ss a guideline.The severity level is then captured
Mto a sdpport Ucket for creagon and resolution processing.Any time during Ihe processing of Ibis lickel,if the severity level is changed by Sensus,
lhe customer wgl be updated,
Severily Levels Description;
Sev1 Customer's production.system.Is down.The system is unusable resulgng in total disruption of work No workaround is available and
requires immediate alterikon.
Example'.Network mas5 outage,alt reading collection devices inoperable,inoperable head end software (e g.,Flex'/I/are,Sensus MOhl).
Sev2 Major syslem feature/function failure.Operahons are severely restricted;there is a major.disruption of work,no acceptable work-around
Is available,snd failure requires Immediate attention.
Examples:Network equlprnent failure (e.g.,FiexNet Echo,FiexNst Remote,.Base Station trariscsiver,or YGB);fnoperable reading devices
(e.g.,AR5500,YXU,YGB,or CommandLink);head end solbvare application has important functionality not working and cannot create export
Ule.forbiging system operaUons;
Sev3 The system is usable andlhe issue dossn'I affect crigcal overall operation.
Example:Minor nebvork'equipment.failure (e g.,Echo/Remote false alarms 'oi Base Station transceiver false alarms);head end rioltware
application operable but reports are not running properly,modificsUon of view or some nonmllcat funcUon of the software is not running.
.sev4 Mirior system Issues,quesgons,naw features,or enhancement requests tobe corrected in future versions.
Examples.'Minor system issues,general questions;and 'How-To'quesffons.
4.3.The Customer Senrice Associate or Technical Support Engineer IdenliUes whether or not Ihe cuslomer Is on support If.lhe customer is not on
.support,the customer is advised o(Ihe service options as.well as any applicable charges that may bebiged,
4,4,Calls are placed in a queue from which they are accessible to Technical Support Engineers on a first.come-ffrstcerve basis.A first level Customer
Service Assodate may assist lha customer,depending on the difffculiy of the call and the represeniagve's technical knovilsdge,TechnIcal Support
Engineers (Tier 1 support)typically respond/resolve the majority of calls based on their product knowledge and experience,A csii history for the
paittcular account is'resesiched to note any.existing pattern or if Ihe call is a new reporL This research provides the representative a basis and
understanding of the account as well ss any associated problems and/Or resolutions that have been communicated.
a.Technical Services conffrms that'ihrire'is an Issue or problem'that heeds further analysis to determine its'cause.The TogoMng Information
must be coffected a de!sited descriptkin.of the issue's symptoms,details on the software/hardware product and version,a description of Ihe
environment fn which the issue arises;aitd a Ifst of any correcUve action already taken.
b.-Technical Services wiff check the tntemal database and piodudt defect backing system,to see if reports of a similar problem exist,andif any
working:solqUons were provided.If an exisltng resolution h found that will address Ihe reported issue,it shall be communicated to Ihe
customer..Once ilia confirmed that the issue has been resolved,the ticket is dosed.
o.If there is no known defect or support Ihat deiines the:behairior,Technical Services wili work vrith the customer to reproduce lhe Issue.If ihe
issue can ba reproduced,either at the customer site or viilhin support center test lab,Technical Services will escalate ihe ticket for furiher
invesffgalion/resotution.
If ihe issue involves units that are considered to be defecbve with no known reason,the representative will open a Special Invesligsgon RMA
through the Support system.If itis determined Ihat a sample is required (or furlher analysis,the customer uiig be provided with instructions that detail
CONFIDENTIAL j Page,S or7
where to send lhe product sampfs(s)for a root cause analysfs,Once it is determined that.lhe Issue cannot be rssok/ed by Tier 1rbsources,Ihe ticket
will be escalated to Tier 2 support for congrmalion/workarounds lo resolve immediate issue.Technical Senrices.viig immediately contact ihe
customer to advfse of the escalagon.The response and escslagon times sre listed In Section U..At Ibis lime,screen shots,log files,coniiguralion
lilss,and database backups will be created and attached to Ihe tfckeL
5.Response and Resolution Tagats.
Sensus Technical Support will make every reasonable effort to meat the.fogowlng response and resolugon targets;
,-;»;S +..
I $~;;~SII)ndygd;Tafgetd
@/&,.'.-.»'s'Iag)'a'ref'faf tIRQsr'()'gogj/b ~'.,e's'jlgpyf,Oor)e'6j orifre jo)I'e",(olf'i fr)'rjg).-g-,
30 Minutes
4 hours
1 Business Day
2 Busiririss Days
Immediately assign Uatned and
qualiTied Services Staff to correct the
error on an expedited basis.Provide
ongoing communication on the status
of a correcgon.
Assign trained and qualiTied Seniices
Slaff to.correct .the error.Provide
communication as updates occur,
90 business days
12 months
i Satisfactory workaround ts provided.
~Program patch is provided.
~Fix incorporated tnto future release.
s Fix or workaround incorporated tnto Ihe
Su ortKnowlad e Base,
~Sagsfactory workaroundis provided,
i Program pafch is.provided.
~Fix Incorporated into future release.
~Fix or workarciund incorporated into ihe
Su ortKnowled eBase.
~Answer to question Ls provided,
s SatiafaCtOry WOrkarOund IS prOVfded.
s Fix or workaround fncorporated fnto ihe
Support Knowledge Base'.
~Fix Incor orated tnto future release.
e Answer to queshon Is provided,
o Fix or v/orkaround incorporated Into .the
Su ort Knowled e Base:
.6,Problem Escbiation Process,
6 1.If Ihe normal support process does not produce the desired results,or If the severity has changed,lhe hsue may be escalated as fogows to a hfghsr
tevsl of authority.
S11,Sevsrity1 issues are escalatedby Sales or Technical SeNlces to a Supervisor if not resolvedvrithi 2 hours;fo the Manager level if
not resolved within 4 hours;-to ihe Director level if not resolved within Ihe same business day;.and to Ihs:1/P level if not resolved
within 24)tours,
6.1,2,A customer may sscalale an Issue by cagfng 14I00.6384748,Optfon 2.'Please specify the Support ticket number and Ihe reason
vrhy'ihe issue is being escalated.
6.1.3.In lhs euent thai a custoiner is not satisfied viith Ihe level of suppo'rt o'r contiriual problelri wllh their products,,they may escalate a
given Supportticket to Manager of Technical Services (14I004I38-3748,Option 2).
7.General Support Provisions and Exclusions,
7.1.A Deg-provided three.yearProgupport hardware service plan pfus a 4 hour "Mission Critical'upgrade accompanies the server/system hardware that
Sensus procures On behalf of the customer.Ssnsus does not warrant Ihlrd party server hardware.The customer may.renew the Progupport san/ice
plan direcgy with DelL The 'Dell Master Senrices.Agreement'and 'Pro.Support for IT Services Descripgon'documents may be found at
www.delLcom/ac@ice contracls.
7.2;Sensus procures cerlsin third paity sogware licenses (e,g,Red Hat Enterprise Unux)required to operate the Fiexwet4rased appgcalions on Ihe Dell
hardware,Ssnsus registers eg ihe-appgcable third party software licenses In Ihe customer's name and ships all documentation and licensing
informalfon lo the customer with Ihe sewer,The customer is responsible for maintaining ag third party solbvare Ucsnses.
7;3.In Ihe event of s server hardwai'e.failure at ihe customer site,Sensus vrig provide replacement Sensus proprietary software (e.g.,FtexÃare)either
on digital media or downloadable from anintemet site;as necessary.The method of sokware redlsbtbulion is at Ssnsus'discretion.The customer is
responsible for re.lnstallirig the replacement sofbvare.Sensus instagation support is not covered under this standard Technical Support program but
may be piovidsd as a fsebssed service,
7.4.Sansus 'provides online docuineiitation'for Serisus producls through the Serisus User Forum (help://mygexnetsystem.corn/Module/User/Login)r AU
Serisus customers kre provided access to Ihts onlin~database,which includes operabon,conUguragon and technical manuals.Sensus:also hosts
periodic user group tsleconferences lo facilitate the interchange.of product Ideas,product enhancements,and overafl custoiner experierices,The
customer shall provide names and smail'accounts to Ssnsus so Ssnsus may provide access'to lhe Portal,
7 5.Specialized support/rom Sensus ls available on a fee basta to address support issues outside the scope of this support pfan or'lf not covered under
another speciUo maintenance contracL For example,specialized systems integration.seniices or out of warranty network equipment repair that is not
covered under a separate matntenance conlracl,
CONFIDENTIAL )Page 7 of 7