HomeMy WebLinkAboutresolution.council.049-20 RESOLUTION #049
(Series of 2020)
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ASPEN,
COLORADO, APPROVING A CONTRACT BETWEEN THE CITY OF ASPEN
AND SENSUS USA, INC AUTHORIZING THE CITY MANAGER TO
EXECUTE SAID CONTRACT ON BEHALF OF THE CITY OF ASPEN,
COLORADO.
WHEREAS, there has been submitted to the City Council a contract for the
Advanced Metering Infrastructure (AMI) Project Master Products and Services
Agreement, between the City of Aspen and Sensus USA Inc, a true and accurate
copy of which is attached hereto as Exhibit "A",
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF
THE CITY OF ASPEN, COLORADO,
That the City Council of the City of Aspen hereby approves that a contract
for Advanced Metering Infrastructure (AMI) Project Master Products and Services
Agreement between the City of Aspen and Sensus USA, Inc., a copy of which is
annexed hereto and incorporated herein, and does hereby authorize the City
Manager to execute said agreement on behalf of the City of Aspen.
INTRODUCED, READ AND ADOPTED by the City Council of the City of
Aspen on the 1 lch day of August 2020.
Torre, Mayor
I, Nicole Henning, duly appointed and acting City Clerk, do certify that the
foregoing is a true and accurate copy of that resolution adopted by the City Council
of the City of Aspen, Colorado, at a meeting held, August 1 lt', 2020.
Nicole Henning City Clerk
census
a xylem brand
Master Products and Services Agreement
between
City of Aspen
("Customer")
and
Sensus USA Inc.
("Sensus")
IN WITNESS WHEREOF, the parties have caused this Master Products and Services Agreement ("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 term of 5 years("Renewal Term"). 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 Master Products and Services Agreement between Sensus and Customer.
Together,these two parts create the Agreement.
Sensus USA Inc. Customer: City of Aspen
By: `m By;
Name: Mark Newton Name:
Title: VP, NA Electric Title:
Date: Jul 31, 2020 Date:
Contents of this Agreement:
Pricing remains firm until 1/1/2023("Trigger Date") Part 1:Notification for Spectrum Manager Lease
All purchase orders shall be sent to the address provided by Part 2:Agreement
Sensus. Sensus may change this address upon notice to Exhibit A Software
Customer. - Exhibit B Technical Support
Exhibit C Pricing
Exhibit D Statement of Work
The "Reauired RF Field Equipment" means the following Exhibit E Certified Propogation Study
equipment, installed in the locations and at the heights Exhibit F Performance Warranty
described in the Certified Propagation Study (as defined in Exhibit G Endpoint Installation Statement of Work
Exhibit E):4 FlexNet Base Stations;0 R100s. Exhibit H FlexNet System Test Plan
Exhibit I Insurance Requirements
Exhibit J Sensus Equipment Warranties
Customer order acknowledgements shall be sent to:
Ryan Loebach rvan.loebach(akitvofaspen.com
Sensus shall send all invoices to: [insert mailing address,
email address,fax number,as applicable)
Ryan Loebach ryan.loebach(Mcitvofaspen.com
CONFIDENTIAL I Pagel of 91
Part 1:Notification for Spectrum Manager Lease
In order for Sensus to apply to the FCC on the Customer's behalf for a spectrum manager lease,Customer must complete the information below in boxes one(1)through
ten(10)and certify via authorized signature. Customer's 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 I Customer does not already have one,ownership disclosure information on FCC Form 602.
1.
CustomertLesses Name:City of Aspen
Attention To:Ryan Loebach Name of Real Party In Interest:
Street Address:130 South Galena Street City: Aspen
State: CO Zip: 81611 Phone: 970.920-5110
Fax: 970-920-5117 =1 Email: utilitiesbcitvofasoen.com
Is Customer contact information same as above? Yes No (if No,complete box 2 below)
2.
Additional CustomerlLessee Contact Information
Company Name:
Attention To:
Street Address: City:
State: Zip: Phone:
Fax: Email:
3.
Customer/Lessee is a(n)(Select one):❑Individual ❑Unincorporated Association I❑Trust
®Government Entity ❑Corporation(❑Limited liability Company i❑General Partnership
[]Limited Partnership i[]Limited Liability Partnership i❑Consortium l❑Other
4.
FCC Form 602:FCC File Number of Customer's 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 irrespective of whether Customer has an ownership report on file.
S.
Customer Tax ID: 98045570000
6.
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 Ryan Loebach
Title: Senior Project Manager
Email: ryan.loebach@cityofaspen.com Phone: 970.309-9750
7.
Ownorship Disclosure Information
If Customer/Lessee is a government 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 mayor/council 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.Torre
®Yes ❑No ❑Yes ®No
Council Member:Ann Mullins
®Yes ❑No ❑Yes ®No
Council Member:Skippy Mesirow ®Yes ❑No ❑Yes ®No
Council Member:Ward Hauenstein
®Yes ❑No Dyes ®No
Council Member:Rachel Richards
®Yes ❑No ❑Yes ®No
CONFIDENTIAL I Page 2 of 91
8.
Alien Ownership Questions if the answer is Yes,provide an attachment explaining the circumstances
1 Is the Custow/Lessee a foreign government or the representative of any foreigngovernment? I 0yes ONO
8.
Basic Qualification Information
1)Has the Customer or any parry 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 fill ever been convicted of a felon b an state or federal court?
3)Has any court finally adjudged the Customer or any party directly or indirectly controlling the Customer guilty of
unlawfuUy monopolizing or attempting to unlawfully monopolize radia communication,directly or indirectly,through control ❑Yes ®No
of manufacture or sale of radia apparatus,exclusive traffic arrangement,or any other means or unfair methods of
competition?
10.
CustomerlLessee Certification Statements
1 The Customer/Lessee agrees that the Lease is not a sale or transfer of the license itself. Wes
2)The Customer/Lessee acknowledges that it is required to comply with the Commission's Rules and Regulations and
other applicable law at all limes,and I the Customer/Lessee falls to so comply,the Lease may be revoked,cancelled,or ®Yes
terminated by either the Licensee or the Commission.
3)The Customer/Lessee certifies that neither it nor any other party to the Applicalion/Notification is subject to a denial of
Federal benefits pursuant to Section 5301 of the Anti-Drug Abuse Act of 1988,21 U.S.0§862,because of a conviction for ®Yes
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 theapplication"as used in this certification.
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-silo inspections of transmission Was
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 policies.
5)The Customer/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 Ming is revoked,canceled,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 Was
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
spectrum leasing arrangement under the Commission's Rules and Regulations. ®Yes
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 some,whether by spectrum lease or ®Yes
otherwise.
8)The Customer/Lessee certifies that it is not in default on any payment for Commission licenses and that it Is not ®Yes
delinquent on an non-tax debt owed to a federal agency.
The Customer/Leasee certifies that all of Its statements made In this AppkedoniNodfieadon and In the schedules,exhibits,attachments,or
documents incorporated by reference are material,are part of this ApplicationlNoti ication,and are true,complete,correct,and made in good faith.
The Customer1essee shall notify,Sensus in writing In the event any information supplied on this form changes.
City of Aspen CO
By: Ti1k:Senior Project Manager
Name: _ _ Date:
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 AND/OR IMPRISONMENT(U.S.Code,TIUe 18,Section 1001)AND/OR
REVOCATION OF ANY STATION LICENSE OR CONSTRUCTION PERMIT(U.S.Code,TRk 47,SWW 312(s)(1))ANDIOR FORFEITURE(U.S.Code TO 47,Sectlon 503).
CONFIDENTIAL I Page 3 of 91
Part 2: Master Product and Services Agreement
1. Equipment.
A. Purchase of Equipment.
I. Equipment. Customer shall purchase from Sensus the quantities and types of Field Devices, RF Field Equipment,and other goods(collectively,
"Eouioment")set forth in Exhibit C at the prices set forth in Exhibit C.
ii. First Article Testing.Prior to manufacture of full order of FlexNet electric meters and/or modules,Sensus shall manufacture and deliver four(4)samples,
or other Customer-designated quantity not to exceed twelve(12),(the"First Articles9 of each electric meter and/or module ordered to Customer to ensure
that the meter and/or module meets the Customer's Requirements Documentation. Following Customer acceptance of the First Articles in accordance with
Sensus'first article policy,Sensus will commence manufacture of the applicable meters and/or modules. As used herein,Requirements Documentation
shall mean the meter order packet, nameplate definition and approval, manufacturing data file, specific metrology configuration, specific FlexNet
configuration,and labeling information.
iii. Delivery. Customer shall pay for delivery of the Equipment from.Sensus'or Sensus'contracted manufacturers'factory to Customers warehouse. All
Equipment is shipped Ex Works shipping point,prepay freight and add.Title to,and property in,the Equipment shall pass to Customer upon delivery. Risk
of loss of the Equipment shall also pass to Customer upon delivery.
iv. Project Number.Customer shall include the Sensus project number on all Purchase Orders.Orders submitted to Sensus may not be canceled or amended,
or deliveries deferred,by Customer except with Sensus'prior written consent.
v. Warranty. The Equipment purchased directly from Sensus is warranted as set forth in this subsection(v).
(a) Sensus warrants its water metering equipment and gas SmartPoint Modules according to the terms and conditions(including all limitations and
exclusions)in the Sensus G-500 warranty,attached to this Agreement as Exhibit J.('G-500 Warranty'). To the extent the terms of the G-500 Warranty
conflict with the terms in this Agreement,the terms of this Agreement shall control.
(b) Sensus warrants all other goods,software,and services,except for the water metering equipment and gas SmartPoint Modules,according to the
terms and conditions(including all limitations and exclusions)in the Sensus Limited Warranty,attached to this Agreement as Exhibit J('General
Limited Warranty"). To the extent the terms of the General Limited Warranty conflict with the terms in this Agreement,the terms of this Agreement
shaft control.
(c) The G•500 Warranty and the General Limited Warranty are hereby incorporated by reference as if fully set forth herein.
(d) Extended Warranty for RF Field Equipment.Notwithstanding the foregoing,for each year that Customer pays for an extended RF Field Equipment
warranty,Sensus shall extend the warranty period of RF Field Equipment by twelve(12)months(the"Extended Warranty"). Following the expiration
of the standard warranty period described in the G500 Warranty,Customer shall pay for the Extended Warranty each year on an annual basis.0
Customer ceases to purchase the Extended Warranty upon expiration of the previous warranty term,Customer shall not be entitled to purchase the
Extended Warranty again.AN of the limitations and exclusions of the G500 Warranty shall apply during any Extended Warranty term. For clarity and
avoidance of doubt batteries,labor,backhaul,and other services not provided by the G500 Warranty are not covered by the Extended Warranty and
such expenses shag be Customer's cost and responsibility.
B. Performance Warranty.Sensus warrants the performance of the FlexNet System as set forth in the Performance Warranty in Exhibit E.
C. Limitations and Exclusions.THE WARRANTIES IN THIS SECTION 1,THE 0.500 WARRANTY,THE PERFORMANCE WARRANTY,AND THE GENERAL
LIMITED WARRANTY ARE THE ONLY WARRANTIES GIVEN WITH RESPECT TO THE GOODS,SOFTWARE LICENSES,AND SERVICES SOLD OR
OTHERWISE PROVIDED BY SENSUS. SENSUS EXPRESSLY DISCLAIMS ANY AND ALL OTHER REPRESENTATIONS,WARRANTIES AND/OR
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,NON4NFRINGEMENT AND
TITLE.
D. Ongoing Maintenance of Equipment(after FlexNet System Installation and acceptance by Customer).
I. Field Devices. Customer shall be responsible for the ongoing maintenance of the Field Devices.Customer shall provide the field services labor to visit a
problem Field Device and perform diagnostics and repair or replacement. For electricity products,Customer shall first test and confirm that each socket to
which a Field Device will bans connected is in safe operating condition,is fully functional,is not corroded,does not contain improperly installed jaws or other
deficiencies,complies with ANSI standards,and is not hot,damaged,or otherwise in need of maintenance or repair.
ii. RF Field Equipment Customer shall be responsible for the ongoing maintenance of the RF Field Equipment.Customer shall be responsible for the ongoing
monthly operations and expenses related to the RF Field Equipment,including any leasing costs,construction costs,taxes and costs of WAN Backhaul.
Customer shall pay for electric power to the RF Field Equipment.
2. Services.
A. Installation of Equipment
i. Generally.The parties shall have their respective obligations for the deployment and operation of the FlexNet System as set forth in the Statement of Work
attached as Exhibit D. The Statement of Work does not apply if Customer is purchasing Equipment from Sensus'authorized distributor
ii. Field Devices. Sensus shall install the Field Devices at its End Users'premises,or other location as applicable.For electricity products,Sensus shag first
test and confirm that each socket to which a Network Device will be connected is in safe operating condition,is fully functional and is not'hot",damaged or
otherwise in need of maintenance or repair.Installation of Fieri Devices is included in this Agreement as specified in Exhibit G and pricing identified in
Exhibit C.
iii. RF Field Equipment.Sensus shall perform the propagation analysis in the Service Territory to determine where to locate the RF Field Equipment. For the
prices set forth In Exhibit C.Sensus,or its subcontractor,shall perform Sensus'obligallons in Exhibit D with regards to the RF Field Equipment installation.
Customer shall perform Customees obligations in Exhibit D with regards to the RF Field Equipment Installation.
B. IT Systems Integration Services. Integration of the Software Into Customer's new or existing internal IT systems is included in this Agreement as described in
Exhibit D for the pricing set forth in Exhibit C.Any additional integration work not Identified in Exhibit D shall be subject to a separate agreement which describes
the scope and pricing for such work.
C. Technical Support Sensus shall provide Customer the technical support set forth in Exhibit B.
CONFIDENTIAL I Page 4 of 91
D. Project Management.Project management of the FlexNet System is included in this Agreement as described in Exhibit D,for the pricing set forth in Exhibit C.
Additional Project Management services or changes in scope or duration of the project will be covered via Change Order or by separate agreement which
describes the scope and pricing for such additional services.
E. Training. Training on the use of the FlexNet System is included in this Agreement as specified in Exhibit D for the pricing identified in Exhibit C.Training will be
performed on site.
3. 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 shad not
apply,in whole or in part,to this Agreement.
4. Spectrum.
A. Definitions in this Section 3. In this Section 3 only,'Sffl j '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("Soeclrum Lease's over the frequencies of certain
FCC licenses)('FCC Licensed solely within Customer's Service Territory. (The frequencies of the FCC License within Customer's geographic Service Territory
are called the"Leased Soectrumq. Customer shall pay the Ongoing Fees for use of the Leased Spectrum.
C. FCC Forms. At the Federal Communications Commission(*=I,Sensus will;(1)obtain an FCC Registration Number rff NJ)for Customer;(2)submit on
behalf of Customer the FCC Form 602 Ownership Disclosure Information If Customer has not already done so; and (3) file a FCC Form 606,
notificatlonlapplication for long-term spectrum manager lease.This Lease becomes effective when the FCC accepts the FCC Form 608.
D. tease Application. in order to complete the FCC lease application,Customer will 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 Information on behalf of Customer If Customer has not already done so;and(3)filo the spectrum manager lease
notification on FCC Form 608 with the Customer as spectrum lessee.
Ii, Give Sensus the coordinates of the boundaries of Customer's Service Territory or,altematively,approve Sensus'estimation of the some.
Ili. If Customer has not already done so;Customer hereby authorizes Sensus to apply on Cuslomer's behalf and obtain for Customer a Federal
Registration Number(FRN,the FCC's unique identifier for each licensee)and shall supply Sensus with Customer's Taxpayer Identification Number
iv. Provide any other information or other cooperation reasonably necessary for the Parties to perform as set forth herein.
E. Permitted Use of Spectrum Lease.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 meters in support
of Customer's primary utility business or any other operation approved by Sensus in writing.Without limiting the foregoing,Customer Is prohibited from resetting,
subleasing or subiicensing the Leased Spectrumor from transmitting voice communications over the Leased Spectrum. For each piece of RF Field Equipment
used by Customer,Customer shall affix a Sensus•suppfled 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 Form 602 Ownership Disclosure Information if Customer has not already done so;and(3)file a FCC Form 608,notificatiaVapplication for
long-term spectrum manager lease.This Lease becomes effective when the FCC accepts the FCC Form 608.
G. Term of Spectnrn 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 Customer's breach of this Agreement;or(d)upon termination or expiration
of this Agreement for any reason.
1. FCC Compliance. The following FCC requirements apply
t. 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 continuing fight to use the Leased Spectrum unless otherwise authorized by the FCC;
c. This Agreement is not an assignmet,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 safisty FCC rules.
ii. Referencing 47 CFR 1.9010,Sensus retains de jure and de facto control over the applicable radio facilities,including that,
a. Sensus will be responsible for Customer's 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
Customer's 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 fortes 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.
Ili. Customer must continue operations on the spectrum during the Term of this Agreement. If Customer stops operations for any period of time,Customer
must nofity Sensus by sending an email to legal ftleminc.eom. Customer may not pause or discontinue operations for more than 180 days.
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.
5. General Terms and Conditions.
A. Payment.All payment and pricing is subject to the terms in Exhibit C.
CONFIDENTIAL I Page 5 of 91
B. Infringement Indemnity. Sensus shall indemnify 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 if such claim
is related to;(t)any change,modification or alteration made to the FlexNet System by Customer or a third party,(ii)use of the FlexNet System in combination
with any goods or services not provided by Sensus hereunder,(Iii)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,(i)procure for Customer the right to continue using the FlexNet
System or(ii)modify or replace the FlexNet System so that it becomes non-infringing. THIS SECTION STATES CUSTOMER'S SOLE AND EXCLUSIVE
REMEDY AND SENSUS'ENTIRE LIABILITY FOR ANY CLAIM OF INFRINGEMENT.
C. General Indemnification. To the extent permitted by law,each party(each,an"Indemnitor)shall defend,indemnify,and hold harmless the other party
(the"Indemnitee7,its parent,subsidiaries,affiliates,and their respective directors,officers,agents,representatives,contractors,employees,successors
and assigns from and against costs,expenses,damages,suits,actions,Iiabilifies,losses and judgements,arising from third party claims for actual damages
for personal injuries(including death)and tangible property damage,to the extent such third party claims arise from Indemnitor's or Indemnitoes
subcontractor's negligent acts or omissions or willful misconduct during the performance of this Agreement.
D. 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"Causes of Action°)shall not exceed the total amount paid by Customer directly to Sensus under this Agreement.
This is so whether the Causes of Action are in tort,including,without imitation,negligence or strict liability,in contract,under statute or otherwise.The foregoing
limitation of liability shall not apply to any liability arising out of Sensus'indemnification obligations in the Agreement. As separate and independent limitations
on liability,Sensus'liability shall be smiled to direct damages. Sensus shall not be liable for;(i)any irdirect,incidental,special or consequential damages;nor
(Ii)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(iii)any In/Out Costs;nor(Iv)manual meter read costs and expenses;nor(v)damages arising from maincase 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.
E. Insurance.Sensus and its subcontractors will maintain the applicable insurance average as described in Exhibit I
F. Bonding Requirements.As a requirement under this Agreement and prior to commencing services for the Customer,Sensus shall furnish both
Performance and Payment bonds('Bond(sy),each in an amount equal to one hundred percent(100%)of the total amount outlined in Exhibit C(Pricing).
These Bonds shall remain in effect until System Acceptance Approval is achieved and Exhibit H(FlexNet System Test Plan)is mutually signed by the
parties.Bonds shall be in the forms prescribed by law,regulation,or the Customer,and be executed by such sureties as are named in the current list of
"Companies Holding Certificates of Authority as Acceptable Sureties on Federal Bonds and as Acceptable Reinsuring Companies"as published in Circular
570(amended)by the Audit Staff Bureau of Accounts,U.S.Treasury Department The City must be named as an obligee on the Bonds.If the surety on
any Bond furnished by Sensus Is declared bankrupt,becomes insolvent,or its right to do business in the state of Colorado is terminated,upon notice of
such events to Sensus,within ten(10)buinsess days,Sensus will find a substitute surety acceptable to the Customer and furnish the Bonds required under
this Agreement
G. 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 Customer's obligations
hereunder shall cease and the software as a service and Spectrum Lease shall immediately cease.
H. 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 Mefeure 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.
i. COVID-19 Notice.The parties acknowledge the global COVID-19 pandemic CCOVID-191 is ongoing,dynamic and unpredictable,and as
such,it may Impact the ability of the parties to meet their respective obligations under this Agreement in the future.For so long as COVID-19
materially hinders or prevents a parries'performance under this Agreement that Is not reasonably anticipated by the parties as of the date of
this Agreement,all performance efforts by the parties that are materially hindered or prevented will be on a reasonable efforts basis only,and
the parties shall not be responsible for failure to meet their respective obligations,to the extent they are precluded from doing so as a result
of COVID-19.The parties shall work,in good faith,to make any reasonable adjustments that may be required as a result of COVID•19,
provided the non-performing or hindered party provides prompt written notice to the other party of the performance obligations that will not be
met because of COVID-19.Both paries will take reasonable steps to mitigate the COVID-19 impact and will communicate its plan of mitigation
to the other party.
I. 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*14&IN s EJ. 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,tile,and interest that Customer may have in and to such Sensus 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 or to
any Customer Data. "customer Data"means solely usage data collected by the Field Devices.To avoid doubt,Customer Data does not include non-End
User usage date collected by the Field Devices,Software,or FlexNet System,such as network and equipment status information or the tike.
iii. Consent to Use of Customer Data. 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;
CONFIDENTIAL I Page 6 of 91
(3)analyze and improve any Sensus or affiliate equipment,software,or service;or(4)for any other internal use.As used herein,"Service means Sensus'
obligations under this Agreement.
iv. Access to Customer Data. Within 45 days of Customer's written request,Sensus will provide Customer a copy of the previous 24 months CMEP interval
file and deliver the file to a drop location specified by Customer.
J. Data Privacy. Customer acknowledges that Sensus and its Affiliates(collectively,'&jpmml will collect and process personal data for the purposes outlined in
this Agreement. Xylem's data privacy policy is available at httpsJANww.xylem.coMen-uslsupporflpdvacy/. 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 Customer's
responsibility.
K. Confidentiality. Except as may be required under applicable law,court order,or regulation,or to the extent required to perform and enforce this Agreement,
both parties shall(and shall cause their employees and contractors to)keep all Confidential Information strictly confidential and shall not disclose it to any third
parry. The Confidential Information may be transmitted orally,in writing,electronically or otherwise observed by either party. Notwithstanding the foregoing,
'Confidential Information"shall not include;(i)any Information that is in the public domain other than due to Recipient's breach of this Agreement;(ti)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
'Recipient means either party that receives ft.
L. Compliance with Laws. Customer shall comply with all applicable country,federal,slate,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 gable for a violation of applicable laws.
1. Export Control laws. Customer shag;(i)comply with all applicable U.S.and local laws and regulations governing the use,export,import,re-export,and
transfer of products,technology,and services;and(ii)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 directed to countries in violation of any export control laws.By ordering equipment,software or services,
Customer cerdges that ft is not on any U.S.government export exclusion list.
ii. Anti-Corruption Laws.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 anti-oorruption
in the.Customer's county or any country where performance of this Agreement,or delivery or use of equipment,software or services will occur.
M. Non-Waiver of Rights. A waiver by either party 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 any way affect,Writ or waive that parry's right to enforce and compel strict compliance with the same or other articles or
provisions.
N. Assignment and Subcontracting. Either parry may assign,transfer or delegate this Agreement without requiring the other party's consent;(i)to an Affiliate;
(ti)as part 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
Agreement without the prior written consent of the other,which consent shall not be unreasonably withheld. Sensus may use subcontractors to perform RF
Field Equipment installation,the systems integration work(if applicable),or project management(if applicable),with Customer's consent.
0. Amendments. No alteration,amendment,or other modification shag be binding unless in writing and signed by both Customer and by a vice president(or
higher)of Serious.
P. Goveming Law and Dispute Resolution.This Agreement shag be governed by,construed and enforced in accordance with the laws of the State of Colorado.
Any and all disputes arising under,out of,or In relation to this Agreement,its negotiation,performance or termination('Dislwtes")shag 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.
0. Survival. The provisions of this Agreement that are applicable to circumstances arising after its termination or expiration shall survive such termination or
expiration.
R. 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 Ike the void,unlawful,or unenforceable provision as possible;
and the Agreement,as so modified,will continue to be in full force and effect.
S. Four Comers. This written Agreement,including all of its exhibits,represents the enfire understanding between and obligations of the parties and supersedes
all prior understandings,agreements;negotiations,and proposals,whether written or oral,formal or informal between the parties. Any additional writings shag
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. AN obligations are specifically set forth in this Agreement Further,there are no representations that induced this Agreement that 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 shall akar 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 part 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.
T. 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.
6. Definitions
A. "AlAllate"of a party means any other entity controlling,controlled by,or under common control with such party,where"Contror 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(II)the voting rights in such entity.
B. "Available NOW means an installed Sensus FlexNet mater(with a Smoditnt Module installed)or a Serious SmartPoint Module which has been installed on a third
party meter,and which,In either case,Is not an Unavailable Meter(or on an Unavailable Meter in the case of SmartPofnt Modules on third party meters)and which satisfies
CONFIDENTIAL I Page 7 of 91
all of the following criteria:(i)I functions properly,is powered and is not a damaged or failed meter,(li)it is in a deployment area of meters for Customer such that a
sufficient number of two-way meters are in range of each other;(It)it is swvicad by RF Field Equipment that has not been subjected to a power failure greater than eight
(8)total hours;Qv)neither it nor the RF Field Equipment that serves that meter has been affected by a Force Majeure event;(v)jamming of the radio spectrum is not
preventing or Interfering with radio communication to or from the meter;(vi)it is installed in the Service Territory;(vii)it has not been reported to Customer under Sensus'
or Customer's preventative maintenance;(viii)its functioning or performance has not been adversely affected by a failure of Customer to perform its obligations or tasks
for which it is responsible under this Agreement,including,but not limited to,testing and confirming that the socket to which the meter will be/is connected is in sale
operating condition,Is fully functional,is not corroded,does rat contain improperly installed jaws or other deficiencies,complies with ANSI standards,and is not hot,
damaged,or otherwise in need of maintenance or repair; (ix)its functioning or performance has not been adversely affected by a failure or insufficiency of the back had
telecommunications network of Custer er for corrrnurhications among the components of the Sensus FlexNet System;and(x) it has been installed in compliance with the
procedures and specifications approved by Customer and Sensus.
C. 'Confldentid IntarmatioW means any and all ran-public Inforrnation of either parry,Including all technical information about either party's products or services,pricing
information,marketing and marketing plans,Customer's End Users'data,FlexNel System performance,FlexNet System architecture and design,FlexNet System software,
other business and financial Information of either parry,and all trade secrets of either party.
D. "End User"means any end user of electricity,water,andlor gas(as applicable)that pays Customer for the consurgtion of electricity,water,and/or gas,as applicable.
E. "Field Devices means the SmarlPoint Modules.
F. 'FkxNet But Station'Identifies the Sensus manufactured device consisting of one transceiver,to be located on a tower that receives readings from the SmadPoint
Modules(either directly or vie an RI DO unit)by radiofrequency and passes those readings to the RNI by TCP/IP backhaul communication.For clarity,FlexNet Base
Stations include Metro Base Stations.
G. "FlexNet System"is comprised of the SmarlPoinl Modules,RF Field Equipment,Saner 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 riot include goods,equipment,software,licenses
or rights provided by a third party or parties to this Agreement
H. "Force MaJeu►a means an event beyond a party's reasonable control,Including,will=[Imitation,acts of God,hurricane,flood,volcano,tsunami,lomado,storm,tempest,
mudslide,vandalism,legal or unauthorized radio frequency interference,strikes,lockouts,or other Industrial disturbances,unavailability of component pans of any goods
provided hereunder,acts of public enemies,wars,blockades,insurrections,riots,epidemics,earthquakes,fires,restraints or prohibitions by any court,board,department,
commission or agency of the United States or any States,any arrests and restraints,civil disturbances and explosion.
I. "Hosted Software"means those items listed as an Application in Exhibit A.
J. "IWOW Costs"means any casts and expenses incurred by Customer in transporting goods between Its warehouse and its End Users premises and any costs and
expenses incurred by Customer in Installing,uninstaling and removing goods.
K. "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 rights,morel rights,author's rights,and other intellectual property rights,including any derivations
and/or derivative works,as may exist now or hereafter core into existence,and all renewals and extensions thereof,regardless of whether any of such rights arise under
the laws of the United States or of any other state,country or jurisdiction,any rogistralions or applications thereof,and all goodwill pertinent thereto.
L. "LCA'Identifies the load control modules.
M. "Ongoing Fee"means the annual or monthly fees,as 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 defects found previous versions of the Software.
For clarity,Patches are not Updates or Upgrades.
0. "Permitted Ute"means only for reading and analyzing data from Customer's Field Devices in the Service Territory.The Permitted Use does not include reading third
devices not provided by Sensus or reading Field Devices outside the Service Territory.
P. "*100 Unit'Identifies the Serious standalone,mounted transceiver that lakes the radio frequency readings from the SmartPoint Modules and relays them by radio
frequency to the relevant FlexNet Base Station or directly to the RNI by TCP/1P backhaul communication,as the case may be.
Q. "Release"means both Updates and Upgrades.
R. "Remote Transcalvar"identifies the Sensus standalone,mounted relay device that takes the radio frequency readings from the Sm&Vdnt Modules and relays them
directly to the RNI by TCP/IP backhaul communication.
S. "RF Fkld Equipment'means,collectively,FlexNet Base Stations,R100 units(if any)and Remote Transceivers(if any).
T. "RNt"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
SmadPoint Modules. The RNI hardware specifications will be provided by Sensus upon written request from Customer.
U. "RNI Software"identifies the Senses proprietary soft are used in the RNI and any Patches,Updates,and Upgrades that are provided to Customer pursuant to the terms
of this Agreement.
V. "Service Terrifory"Identifies the geographic area where Customer utilizes Sensus equipment to provide services to End Users as of the Effective Date. This
area will be described on the propagation study in the parties'Spectrum Lease filing with the FCC.
W. "Serer Hardwire"means the RNI hardware.
X. "SmaAPointm Modules"identifies the Sensus transmission devices Installed on devices such as meters,distribution automation equipment and demand/resporee
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 RF Field Equipment.
Y. "Software"means all the Senora proprietary software provided pursuant to this Agreement,and any Patches,Updates,and Upgrades that are provided to Customer
pursuant to the temps of this Agreement.The Software does not Include any third party software.
Z. 'TouchCoupW Unit"identifies an inductive coupler connection from a water register to the SmorlPoInt Module.
AA. "Unavailable Motors"include meters with sockets with power cul at the pole,meters that are booted on the line side,sockets tet are not provided power due to a power
delivery system failure,meters with tamper,theft or other human induced failures that render the meter or SmartPoinl Module incapable of providing a read,a Face
Majeure event induced failures of the power delivery system,socket or meter,and/or any system or meter maintenance Issue that precludes the meter from transmitting
its message to the network. Examples of Unavailable Meters include:(I)Cut At Pole: a meter for which power has been turned off to the socket by Customer;(ii)Booted
on line Side:nominally a meter for which power has been turned off by placing boots in the socket from which the power to the meter has effectively been turned off;(lip)
Failed or flawed power delivery to the meter socket:Customer power generation,distribution or delivery system failure that has effectively turned off power to the socket
and/or meter,(iv)Tampered Meters:sockets,meters or distribution assets that have been modified by unauthorized personnel rendering the meter incapable of providing
CONFIDENTIAL j Page 8 of 91
accurate usage readings from that meter,(v)Broken TouchCoupler unit:the TouchCoupler unit is damaged by intentional or unintentional ads;(vi)Broken Clip: the dip
that holds the TouchCoupler unit into the radio package housing is broken and the unit cannot complete the inductive electrical connection;(vii)Improper installation of the
TouchCoupler unit:the TouchCoupler unit is not pushed all the way into the housing dip causing the unit to not be able to complete the inductive electrical connection;(viii)
Unit not Installed through the pit lid:the unit is not installed with the antenna positioned through the pit id and properly secured with the retaining nut.The radio unit must
also be securely attached to the antenna section;(ix)Radio unit not securely attached to the Antenna unit:The water-proof SmartPolnt Module housing is not property
installed and secured to the antenna unit;(x)Damaged antenna:the unit's antenna is damaged by Intentional or unintentional ads;(xi)Damaged radio package:the unit's
waterproof radio package is damaged by intentional or unintentional ads;(xii)Data Base errors:the unit Is removed from the system but not updated in the database.Still
shown as in the system when in fact has been removed;(xii)Phantom Units:the unit is removed from the system but is still transmitting and being heard by the system;
and(xiv)Other Installation Defect:the unit is otherwise Installed improperly so that it does not communicate with the FlexNet Base Station.
BB. "Updates"means releases of the Software that constitute a mina improvement in functionality.
CC. "Upgrades"means releases of the Software which constitute a significant improvement in functionality or architecture of the Software.
DD. "WAN BackhauP means the communication ink between FlexNet Base Stations and Remote Transceivers and RNI.
CONFIDENTIAL I Page 9 of 91
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 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-to-day monitoring,maintenance,management,and supporting of
Customer's software applications.In a Software as a Service solution,Sensus owns all components of the solution(server hardware,storage,data center,network
equipment,Sensus software,and all thud-party software)required to run and operate the application.These software applications consist of the following(each an
Application):
• Regional Network Interface(RNI)Software
• Sensus Analytics
o Enhanced Package
• Consumer Portal
The managed application systems consist of the hardware,Sensus Software,and other third-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 for so long as Customer is current in its payments to Sensus or its authorized distributor for Software as a Service.The Software
as a Service term commences on the date that Sensus first makes Software as a Service available to Customer for use,and ends upon the earlier of(t)the
expiration or termination of the Agreement;(if)breach by Customer of this exhibit or the Agreement;or(til)Customer's termination of Software as a Service as set
forth in paragraph(C)below.
C. Termination of an Application.Customer shah have the option at any time before the end of the Term 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 elects 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 R&the following services:
I. Sensus will provide the use of required hardware,located at Sensus'or a third-party's data center facility(as determined by Sensus),that is necessary to
operate the Application.
ii. Sensus wifl 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 provide monthly report demonstrating System Uptime to Customer
v. Sensus will configure and manage the equipment(server hardware,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
vi. Capacity and performance management. Sensus will:
a. Monitor capacity and performance of the Application server and software applications 24x7x365 using KPI metrics,thresholds,and alerts to proactively
identify any potential issues related to system capacity and/or performance(i.e.database,backspool,logs,message broker storage,etc.)
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.
e. 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 configuration and change management policies and
procedures.
vii. 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.
e. Perform routine database maintenance and cleanup of database to improve capacity and performance,such as rebuilding indexes,updating indexes,
CONFIDENTIAL I Page 10 of 91
consistency checks,run SOL query/agent jobs,etc.
viii. Incident and Problem Management. Sensus will:
a. Proactively monitor managed systems(247465)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.
e. Sensus personnel will use the sell-service portal to document and track incidents.
f. In the event that a Sensus personnel is unable to resolve an issue,the issue will be escalated to the appropriate Subject Matter Expert(SME).
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 consistent with Exhibit B,Technical Support in the case of undetected events.
ix. Security Management. Sensus will:
a. Monitor the physical and cyber security of the server and Application(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 alerts.
c. Conduct period penetration testing of the network and data center facilities.
d. Conduct monthly vulnerability scanning by both internal staff and external vendors.
e. Perform anti-virus and Malware patch management on all systems.
f. Install updates to virus protection software and related files(including virus signature files and similar files)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 virus or malware found.
h. Adhere to and submit certification to NERC/CIP Cyber Security standards.
I. Monitor industry regulationlstandards regarding security—NERC,FERC,NIST,OpenSG,etc.through the dedicated Sensus security team.
j. Provide secure web portal access(SSL)to the Application(s).
x. Backup and Disaster Recovery Management. Sensus will:
a. Perform dally 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 Applicetion(s).
d. Replicate the Application(s)environments to a geographically separated data center location to provide a full disaster recovery environment for the
Application production system.
e. Provide disaster recovery environment and perform fail-over to disaster recovery environment within forty-eight(48)hours of declared event.
f. 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 herein to restore operations at the same location or at a backup location within forty-
eight(48)hours.
I. The Application shall have a RTO of forty-eight(48)hours.
j. The RPO shall be a full recovery of the Application(s),with an RPO of one(1)hours,using no more than a twenty-four(24)hour old backup. All meter-
related data shell be pushed from each Base StationrrGB restoring the database to real4ime minus external interfaced systems from the day prior.
k. Data from external interfaced systems shall be recreated within a forty-eight(48)hour period with the assistance of Customer personnel and staff,as
needed.
E. Customer Responsibilities:
I. Coordinate and schedule any changes submitted by Sensus to the system in accordance with standard configuration and change management procedures.
fi. Participate in all required configuration and change management procedures.
iii. Customer will log incidents related to the managed Application with Sensus personnel via email,web portal ticket entry,or phone call.
iv. Responsible for periodic processing of accounts or readings(i.e.,billing files)for Customer's billing system for billing or other analysis purposes.
v. Responsible for any field labor to troubleshoot any SmartPoint 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.
viii. Identify and research problems with meter reads and meter read performance.
ix. Create and manage user accounts.
x. Customize application configurations.
A. Support application users.
xii. Investigate application operational issues(e.g.,meter reads,reports,alarms,etc.).
xiii. Respond to alarms and notifications.
xiv. Perform firmware upgrades over-the-air,or delegate and monitor field personnel for on-site upgrades.
F. Software as a Service does 2 include any of the following services:
I. Parts or labor required to repair damage to any field network equipment that is the result of a Force Majeure event
ff an Item is not listed in subparagraphs in Item(D)above,such item is excluded from the Software as a Service and is subject to additional pricing.
If. Further Agreements
CONFIDENTIAL j Page 11 of 91
A. System Uptime Rate.
I. Sensus(or its contractor)shall manage and maintain the Application(s)on computers owned or controlled by Sensus(or its contractors)and shall provide
Customer access to the managed Appdcation(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 ninety-nine(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 (TMO—Total Nonscheduled Downtime minutes In the Month)
TMO
ii, Calculations
a. Targeted Minutes of Operation or TWO 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,loss,threat,security or like concern to any of the Application(s)CEmeroency Work'). Such Emergency
Work may include,but is not limited to:analysis,testing,repair,maintenance,re-setting 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 rade available(the Weaned
Svstepj.Sensus shall endeavor to provide advance notice of such Emergency Work to Customer when practicable and possible.
b. Lack of Internet Availability.Senses shad 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,and/or Customer's
connections to,the Internet orpolnt 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:
Less titan 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 SLA 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 shad 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 determinations,provided that such records and data
must be made available to Customer for review and agreement by Customer. To receive a Service Levet Credit,Customer must issue a written request no
later than ten(10)days atter the Service Level Credit has accrued.Sensus will apply each valid Service Level Credit to the Customer's 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
Y411 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. Any unused Service
Level Credits at the time 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 Site-Security. Although Sensus may modify such security arrangements without consent or notice to Customer,Customer acknowledges the
following are the current arrangements regarding physical access to and support of the primary hardware components of the Managed Systems:
i. . The computer room(s)in which the hardware is installed is accessible only to authorized individuals.
ii. Power infrastructure includes one or more uninterruptible 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,back-up and/or switch-over environmental units.
iv. Such electrical and A/C systems are monitored on an ongoing basis and personnel are available to respond to system emergencies(if 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.
CONFIDENTIAL I Page 12 or 91
C. Responsibilities of Customer.
I. Customer shall promptly pay all Software as a Service fees.
ii. Customer may rat(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 rat limited to,Sensus,
a Sensus employee or another user;or(ill)forge,falsify,disguise or otherwise manipulate any identification information associated with Customer's access
to or use of the Application(s).
iii. The provisioning,compatibility,operation,security,support,and maintenance of Customer's hardware and software('Customer's Systems")is exclusively
the responsibility of Customer.Customer is also responsible,in particular,for correctly configuring and maintaining(t)the desktop environment used by
Customer to access the ApplIcation(s)managed by Sensus;and(ii)Customer's network router and firewall,if applicable,to allow 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 usernames and passwords will allow Authorized Users to access the
Application(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 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(1)not to allow anyone other than the Authorized Users to have any access to,or use of Customer's 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 confidentiality;and(iii)to take the Sensus-recommended
steps to log out from and otherwise exit the Application(s)and Managed 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 Application(s)application through Customer's account,account ID,usernames or passwords.
v. Customer shall be responsible for the day-today operations of the Application(s)and FlexNet System. This includes,without limitation,(i)researching
problems with meter reads and system performance,(ti)creating and managing user accounts,(frt)customizing application configurations,(iv)supporting
application users,(v)Investigating application operational issues,(A)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 capabilities and function to the overall solution.As Customer's
business process expands and/or new Sensus offerings are made available,additional applications and functionality can dynamically be added to the
solution,provided Customer purchases such additional applications.
ii. 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 wide range of FlexNet enabled endpoints;including but not limited to meters(electric,water,gas),street
lighting,and Home Area Network devices.
a. Core Package
(i) 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 details of network performance and troubleshooting aids
6. Management of RF equipment(base stations and endpoint radios)
(ii) Data Collection
1. Missing read management
2. Management of duplicate reads
3. 60 day temporary storage
(iii) Application integration
1. To Sensus Analytics applications
2. Enable 3^d party application integration
3. Batch CMEP file export
4. Real-time access through MultiSpeak
(iv) Endpoint Management
1. Gas,water,electric,lighting concurrent support
2. Remote configuration
3. Remote firmware updates
4. Reports,mehics 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:
(t) Sensus shall meet with the representative from the Customer's system(s)targeted for Integration to determine which integration method is
appropriate(e.g.,Mutiispeak,CMEP,etc.).
1. In scope and included integration efforts:Provide the gateway URLs to the integrating system as needed,provide Customer with standard
integration API documentation,validate and test that the correct Customer Information is flowing into and/or out of the RNI.
CONFIDENTIAL( Page 13 of 91
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.
(li) Customer Responsibilities:
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 reasornably communicate.
3. Verify integration to third party system functionality is working as intended.
(iii) 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.
Ill. Sensus Analocs
Sensus Analytics is a cloud-based solution and data platform that allows storage and retrieval of raw reads and data from other sources for analysis,exportation,and
inquiry or reporting.The platform provides applications and reporting capabilities.
A. Essential Package. The Essential Package of the Sensus Analytics Application shall consist of the following modules:
1. Device Access
a. Allows search for meter details by using data imported from the billing system or the Sensus Device ID or AMI ID.
b. Allows a view of the meter interval or register reads.
c. Meter data is available to be copied,printed,or saved to certain user programs or file formats,specifically CSV,PDF,and Spreadsheet.
d. Allows the current and historical data to be viewed.
e. Allows the cement usage to be compared to historical distribution averages.
I. Allows the user to see the meter location on a map view.
g. Allows notifications for an event on a single meter to be forwarded to a Customer employee.
h. Allows details to be viewed about a meter—(dependent on the data integrated from other systems).
H. Meter Insight(provides the following)
a. #of active meters.
b. #of orphaned meters with drill down to the Est of meters.
c. #of inactive meters with usage drill down to the list of meters.
d. #of stale meters with drill down to the Est of meters.
e. #of almost stale meters with drill down to the list of meters.
f. #of meters where no read is available with drill down to the list of meters.
g. #of meters with maximum threshold exceptions with drill down to the list of meters.
h. #of meters with minimum threshold exceptions with drill down to the list of meters.
I. #of unknown radios with drill down to the list of meters.
ill. Report Access
a. Allows the user to see meter alarms and choose a report from a list of standard reports.
b. Master Route Register Reads: Shows the latest reads for all meters within specified time window.
c. Meter Route Intervals Reads: Allows users to inspect intervals of a single meter over a period of time.
d. Master Route No Readings: List all meters that are active in the system,but have not been sending reads within the specified time window.
e. Consumption Report: List meters'consumption based on meter readings within the specified time window.
f. Zero Consumption for Period: List meters whose readings do not change over a period of time.
g. Negative Consumption: Shows the number of occurrences and readings of negative consumption for the last 24hr,48hr and 72hr from the entered roll
up date.
h. High Low Exception Report: Displays meters whose reads exceed minimum or/and maximum threshold,within a time range.
I. Consumption vs Previous Reported Read: Compares latest reading(from RNI)with last known read received from CIS.
j. Consumption Exception 24 hour Report This report shows meters that satisfy these two conditions:(1)The daily average consumptions exceed entered
daily consumption threshold;(2)The number of days when daily thresholds are exceeded are greater than the entered exception per day threshold.
k. Endpoint Details: Shows the current state of meters that are created within the specified time range.
I. Orphaned Meters: List meters that are marked as'orphaned',which are created as of entered Created as of parameter.
m. Billing Request Mismatch: Displays meters in a billing request that have different AMR td with the ones sent by RNI.It also shows AMR id in biting
request that have different meter Id in the RNI. Users must enter which billing request file prior to running the report.
n. All Alms Report: List all alarms occurred during a time window.Users can select which alarm to show.
iv. Billing Access
a. Initiate the creation of billing export files formatted to the Import needs of the billing system.
b. Receive billing request files from the billing system to identify what meters to include in the billing export file in the case where billing request file option
is used.
c. Provides a repository of past billing files that were either used for billing preparation or actually sent to the billing system.
d. Will store created billing files for a period of three years unless otherwise denoted.
e. The system will allow creation of test files before export to the billing system.
v. Billing Adaptor
a. The underlying configurator and tools mapping the extraction of billing data to enable integration to the utility's biting system.
vi. Data Store
a. Allows storage of meter reading data including Intervals,Registers,and Alarms to be stored.
b. Stored data is available online for reports and analysis.
c. Data will be retained for 3 years.Additional duration can be purchased.
CONFIDENTIAL Page 14 of 91
B. Enhanced Package. The Enhanced Package shall consist of the modules listed above in the Essential Package,as well as the following additional modules:
I. Alarm Insight
a. Allows the user to summarize and filter alarms by a date range.
b. Allows the user to review all alarm types on a single screen.
c. The user can filler out the alarms not wanted on the screen.
d. Alarm totals can be visualized.
e. Adds a view of trending alarms over time.
L Click to drill down on an alarm to gain more information on specific events.
g. Click to analyze a specific event on a particular device.
ii. Alert Manager
a. Allows creation of alert groups who will be notified when an alarm occurs.
b. Users can manage alert groups by adding and removing group members.
c. Allows selection of notification method for how end users in the group will be notified;email or SMS(text message).
d. Allows creation of an alert from the available system events from smart points and assign to a group.
e. Monitors the systems meters for events. When an event is triggered,all users in the group will be notified.
C. Serious Analytics Customer Portal.The Customer Portal(CP)is a cloud-based platform that aggregates data from several sources.The CP Package may
consist of the following modules or widgets provided Customer purchases access to the modules.
I. Web Portal Standard Features
a. Self-serve sign up and accountlpassword management
b. Dynamic sizing to work on most standard browsers
c. Customizable logo and backdrop images
d. Capable of supporting multiple languages(Spanish and English standard)
e. Provides links to bill payment and support web locations. (Single Sign On access is not standard)
f. Supports multiple accounts and multiple meters
g. Supports multiple Units of Measure(UoM)
h. Exportable data
I. Alerts and Notifications that can be delivered to the customers'points of contact
j. Support for multiple alert recipients
k. Admin Management of Widgets Displayed
ii. Web Portal Additional Features
a. Single Sign On: Integration to other web services in a manner that does not require the user to login multiple times
b. Water usage down to 15 minute intervals.
c. Presentation of Tier Limits and Tier Alerts
iii. Dashboard Page Widgets
a. Current Billing Cycle View Widget:Allows the customer to view how much water they have used since the billing cycle has started.
b. Alerts:Shows the alerts created by meters or usage alerts
c. Notifications: Allows messages to be sent to customers by the Utility—Sent via Text,Email or presented on the Portal
d. Billing Cycle Threshold: Shows users progress toward Billing Cycle Usage Target set as an alert
iv. Add-on Dashboard Widgets
a. Watering Schedule: Presents data regarding the days and times that the account can use outdoor water
b. Bill Estimate: Provides an estimate of the cost of the water used in the billlog cycle.
c. Sandbox: Provides a widget space for the utility to place documents,links,and videos. (up to 100Mb)
v. Usage Details Features
a. Consumption in various time periods
b. Exportable to other file formats
c. Temperature and Rainfall data
vi. Meters Features
a. Meter information including Meter#,address,current reading,
b. Meter Nicknames
vii. Meter Tab Additional Features
a. Google Maps view of meter location(Location data provided by Utility)
viii. Settings—Usage Alerts(per meter)
a. Billing Cycle Usage Alert
b. Daily Usage Alert
c. Vacation Alerts
ix. Settings—Usage Alerts Additional Features
a. Tier Alerts
x. Alert Recipients Features
a. Editable selection of alerts to receive
b. Additional Recipient management
CONFIDENTIAL Page 15 of 91
xi. User Settings Features
a. Change of email address
b. Customer management of points of contact
c. Customer capability to add additional accounts
d. Customer password management(Self-serve)
D. Integration of Sensus Analytics. Sensus shall provide integration support services to Customer only to the extent specifically provided below:
I. Sensus shall provide Customer with a simple flat file specification known as VFlex for the integration of the Customer's back office system to the Sensus
Analylics modules,The VFlex shall contain the following types of information: Device ids,end users in the system,end user status,and user account
information,end user name,and other end user details.This flat file may be delimited or fixed width.Customer shall produce this file and transmit it to the
FTP location designated by Sensus.When sent to the Sensus FTP servers,this file exchange will enable the system to become operational with the
Customer's systems. Customer shall produce this file and transmit it to the FTP location designated by Sensus.Sensus will provide reasonable support to
explain to Customer the required vs.optional folds that are in the specification,testing and validation of the file format and contenL
ii. In scope and included integration efforts:kickoff meeting to engage all required parties,mapping the Customer's fields to the VFlex specification,validation
of expected output,and a two(2)hour system review of Sensus Analytics application and Integration with the Customer's system(conducted remotely).
lit. Out of scope and subject to additional charges will be the transformation of data where business logic including code must be written to modify the field
content or format of the data to meet the VFlex specification.
Iv. Sensus'integration services consist of four(4)hours of assistance(remote or on-site,as determined by Sensus). 0 additional time is needed to complete
the integration efforts,Sensus shall invoice Customer for additional fees on an actual time and materials basis.
v. If an item Is not listed in subparagraphs(1)or(li)above,such item is excluded from the integration of Sensus Analytics Support and is subject to
additional pricing.
vi. Data Import.The Sensus Analytics Application contains adapters for the import of data from;(a)Customer's FlexNet System;and/or(b)AutoRead application
for handheld and drive by systems,as applicable.
vii. Customer Acknowledgements.
a. Customer acknowledges that the Sensus Analytics Application provides up to fifty(50)user logins for Customer's use.
b. Customer acknowledges and agrees the Sensus Analytics Application is based upon the actual number of End Users within Customer's Service Territory.
Pricing may Increase if Customer's Service Territory or actual number of End Users expands.
c. Customer acknowledges that all data related to the Sensus Analytics Applications is geographically hosted within the United States of America.Customer
accepts the geographic location of such hosting,and indemnifies Sensus for any claims resulting therefrom.
d. Customer acknowledges and agrees that the Intellectual Property provisions of this Agreement apply in all respects to Customer's access to and use of
the Sensus Analytics Applications.
e. Customer is responsible for validating the data analyzed by the Sensus Analytics Applications. Sensus makes no promises of improving Customer's
operations or saving Customer money,nor is Sensus liable for any damages resulting from decisions made by Customer related to Customer's use of
Sensus Analytics.
IV. Third party Software
A. RedHat Llnux.ff Sensus is providing Customer with a license to use RedHat Linux Software,Customer agrees to the following:
By entering into this Agreement,Customer agrees to abide by and to be legally bound by the terms 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 Hat Enterprise Linux hftp:Awww.redhat.conVIcenses/rheL rha_eula,html
JBoss Enterprise Middleware httpJ/www.redhat.comllicenses(boss_eula.html
CONFIDENTIAL I Page 16 of 91
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-site troubleshootinglanalysis may be required.The preferred order of on-site support is:
a) The Customer(for assistance with the easiest and lowest time-consuming activities such as power on/power 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 hardware/software defects.
2.4. Responding to service requests and product changes.
2.5. Addressing customer inquiries with printed or electronic documentation,examples,or additional explanation/clarification.
3. Support Hours
3.1. Standard Support Hours:TolWree telephone support(1-800-638.3748 option#2)is available Monday thru Friday from 8:00 a.m.EST to 800 p.m.EST.After-
hours,holiday and weekend support for Severity 1 and Severity 2 issues is available by calling 1800.638-3748,option#8.
4. Support Procedures
4.1. Customer identifies an issue or potential problem and calls Technical Services at 100.638,3748 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 utifity 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 severity 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,if the severity 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 MDM).Not able to
generate billing files.
Sev2 Major system feature/(unction 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.,
AR%W,VXU,VGB,or CommandLink);head end software application has important functionality not working and cannot create export file for billing system
operations.
Sev3 The system is usable and the issue doesn't affect critical 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 properly,modification of view or some non-critical 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 1st level Customer Service
Associate may aWst the customer,depending on the difficulty of the call and the representative's technical knowledge.Technical Support Engineers(Tier 1
support)typically respond/resolve 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 confirms 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 soflwarelhardware product and version,a description of the environment in which the issue
arises,and a list of any corrective 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 if 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 dosed.
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
SaIssForce system.If it is determined that a sample is required for further analysis,the customer will be provided with instructions that detail where to send the
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
CONFIDENTIAL I Page 17 of 91
to the ticket.
5. Response and Resolution Targets.
Sensus Technical Support will make every reasonable effort to meet the following response and resolution targets:
Seve{Ity Stapn�d�s!d Ta(pet w Stglnd(1rd (Ir�ttApp"Ng(OSI Rasolution,(onaocean of tfgee toMowinp)
X.'.TM R b ui ..9' 't •Ni ::. " �
Immediately assign trained and qualified ' Satisfactory workaround is provided.
Services Staff 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). SalesForce Knowledge Base.
• Satisfactory workaround is provided.
Assign trained and qualified Services . Program patch is provided.
2 4 tours Staff to correct the error. Provide • Fix incorporated into future release.
communication as updates occur (48
hours). . Fix or workaround incorporated into
SalesForce Knowledge Base.
• Answer to question is provided.
• Satisfactory workaround is provided.
3 1 Business Day 30 business days • Fix or workaround incorporated into
SalesForce 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 severity 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.
6.1.1.2. A customer may escalate an issue by calling 1-600-638-3748,Option 2.Please specify the SalesForce ticket number and the reason why the
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
SalesForce ticket to Manager of Technical Services(1.800.638-3748,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 18 of 91
Exhibit C Pricing
Exhibit C•Aspen-Electric tt Water Combined-Sensus Pricing
2S CL320 240V Sensus Stralus IQ 52 $ 106.14 $ 5,519 •Sensus Stratus IQ meters include standard 1 yr.
warranty and AMI module.
2S CL200 240V Sensus Stratus lQ 1,445 $ 89.00 $ 128,605 •Sensus Stratus 10 meters include standard 1 yr.
warranty and AMI module.
2S CL200 240V RD Sensus Stratus 1Q with - $ 127.63 $
Remote Disconnect
4S CL20120/240V Sensus Stralus 10 110 $ 161.21 $ 17,733 •Optional Aciera 1-210+c singlephase meters also
available,pricing available upon request
12S CL2001201208V Sensus Stratus IQ 817 $ 114.93 $ 93,898
12S CL200 120/208V RD Sensus Stratus IQ wl - $ 141.34 $ -
RD
9S(8S.10S)CL20120-480V Sensus FlexNat 132 $ 297.00 $ 39,204
Enabled kV2c
16S(14S,15S)CL200 120-480V Sensus FlexNet 544 $ 297.00 $ 161,568
Enabled kV2c
•Full Installation notes included below pricing table
Singlephase Installation 2,424 $ 39.77 $ 96,409
Polyphase Installation 676 $ 78.41 $ $3,005
ADDITIONAL SERVICES Note:For Additional Services,Sensus shall invoice
Customer for electric meter service repair at the rates
provided for a journeyman electrician and for materials
used for repair(cost plus 15%)up to the amount shown
for each repair.Sensus comfortable to provide those
materials as required.
Electric In Service Transformer 242 $ 112.00 $ 27,104 Hourly Rate Journeyman electrician-optional hourly
Testing rate for repairs outside of scope for$163.63.Hourly
overtime rate-Journeyman electrician for repairs
outside of scope$207.63.
Electric Meter Acceptance Testing 386 $ 6.55 $ 2,528 Hourly Rate Journeyman electrician-optional hourly
rate for repairs outside of scope for$163.63.Hourly
overtime rate-Journeyman electrician for repairs
outside of scope$207.63.
Self-Contained Meter Socket 1 $ 65,000.00 $ 65,000 This figure includes labor as well as additional materials
Replacement/Repair assumptions.Note materials required will be billed at
cost plus IS%.1 Hr minimum Labor required,30
minute increments to be biped in addition as needed.
CONFIDENTIAL I Page 19 of 91
Transformer-Rated Meter Socket and 1 $ 45,000.00 $ 45,000 This figure includes labor as well as additional materials
CT Enclosure Replacement/Repair assumptions.Note materials
required will be billed at
cost plus 15%.1 Hr minimum Labor required,30
minute increments to be billed in addition as needed.
•City of Aspen is responsible for cost of wires and any
desired connectors between register and smart point
mounting location.
Sensus 510M AMI Radio 4,000 $ 105.00 $ 420,000 • This Incudes 510M radio with Wired connection.
Sensus 520M AMI Radio Wth Nicor Connector $ 112.42 $ - •Incudes 6ft of 3 conductor meter wire to connect the
Nicor connection to the Sensus 520 smartpoinl for
small quantity pit sets that may exist.
Bare wire to Sensus Connedor(TRPL) $ 10.00 $ -
•Full Installation notes included in Exhibit G-
Installation Statement of Work.Assumes existing City
of Aspen meters are compatible with FlexNet.
0AdaraunitexdhiangeYA1h510jMii0 800 S 105.56 $ 84,448 •510M Installations will be installed on the exterior of
the house andlor building,Sensus will simply replace
the Adara unit with the 610M using existing wiring and
existing location.If the existing wire is not in good
condition,Sensus will remove the old wire and install
new wire and Sensus will use the budgeted repair totals
to pull and install new wire.All repairs to be approved
by the..City of Aspen.On Water Radio andlor Encoder
Installation on existing Adara Water Radios 1 encoders
—our assumption is that the wire that was installed and
feeds the Actors device is in good shape and that our
team will replace the*NEW`Sensus 510M Non Pit
Module by connecting the new device to existing wire.
CONFIDENTIAL I Page 20 of 91
Encoder Installations on New badger 2,600 $ 105.56 $ 274,456 -Sensus will install the Encoder at the water meter
HIRE location on the existing water meter.The City of Aspen
will supply Sensus with 25'of wire.If wire is not
included,Sensus will provide wire and will invoice
material+151/0.
Wire Labor Pulling Required for 2,600 $ 23.33 $ 60,658 - Sensus will pull new wire from to encoder to the
Badger HRE Scenario 510M on the exterior of the tame.Wire pulling is
defined as Instalinglpulling provided wire by the City of
Aspen up to 50'.Sensus will document how much wire
is pulled and our teams can manage wire stock
available for meter replacements to help Aspen lower
costs on materials.If additional wire is required,Sensus
will provide wire and will invoice material+15%.
Water Meter Replacement 595 $ 316.67 $ 188,419 -includes both water meter replacement and 510M
installation.Assumes 599 water ureters being replaced.
595 will be priced at the unit price provided. Sensus
will replace the old meter with the new Kampstrum
water meter.Sensus will install all%',1",1'A"and 2"
water meters under the unit price in the contract for
water replacement.Sensus will pull new wire for the
City of Aspen(al the wire puling unit price).The City of
Aspen will supply Sensus with 50'of wire.If the wire Is
not included,Sensus will provide wire and wit invoice
material+15%.Sensus will instal 510M at a preferred
outside location and connect the encoder to the 510M.
Invoice 510M Module Instalation unlit price.One meter
replacement and one 510M installation—tire pulling is
included.
Note:The Quantity 4 of 4"commercial meter instals
will be billed at T&E rate.
ADDITIONAL SERVICES Note:For Additional Services,Sensus&hal invoice
Customer for water meter service repair at the rates
provided for a Journeyman plumber and for materials
used for repair(cost plus 15%)up to the amount shown
for each repair.USS comfortable to provide those
materials as required.
Water Meter Installation Appointment Flat fee for project 1 $ 29,824 $ 29,824 Hourly Rate Journeyman plumber-optional hourly rate
Scheduling for repairs outside of scope for$163.63.Hourly
overtime rate-Journeyman plumber for repairs outside
of scope$207.63.
CONFIDENTIAL( Pape 21 of 91
Water Service Component 1 $ 109,342 $ 109,342 This figure includes labor as well as additional materials
Replacement and Repair assum lions.Note materials
p required will be billed at
cost plus 15%.1 Hr minimum Labor required,30
minute increments to be billed in addition as needed.
This would apply for running of new wire and labor
when needed for installation(i.e.gelcap splicing if
required for additonal wire length).
4"Water Meter Replacement 1 S 12,500.00 $ 12,500 This figure includes labor as well as additional materials
assumptions.Note materials required will be billed at
cost plus 15%.1 Hr minimum Labor required,30
minute increments to be bilked in addition as needed.
M400132 Base Station 4 $ 16,500.00 $ 66,000 •The M40082 base station is the only required
infrastructure of the FlexNet system and reads both
Electric B Water meters.
M400B2 Base Station Full Installation 4 $ 18,000.00 $ 72,000 •This fee includes a Tumkey Base Station Installation
as well as the certification and commisioning process.
This fee includes any necessary labor,materials,and
equipment required to realize a functioning network
base station and head-end software system.City of
Aspen responsible for electric power availability and
cost of consumption at the sites.
Base Station Modems 4 $ 600.00 $ 2,400 •Sensus hardware for managing the Tum-Key
Backhaul Service for 4 Sites.
Base Station Backhaul-Annual Fee 4 $ 1,200.00 $ 4,800 •Sensus Managing the Tum-Key Backhaul Service for
4 Sites.City of Aspen responsible for electric power
availability and cost of consumption at the sites.
Juniper Archer3 Handheld 4 $ 3,496.00 $ 13,984 •Allows personal to activate,program,and perform
diagnostics,on-demand reads.
FlexNet Microtransceiver(FMT) 4 $ 331.00 $ 1,324 •Connects with laptop to facilitate local
communications with a FlexNet enabled device
CommandLink 4 $ 427.00 $ 1,708 -Wireless Bluetooth to FlexNet interface that allows
personal to activate,program,and on-demand
interrogation of the SmartPoint.
CONFIDENTIAL I Page 22 of 91
I
SaaS RNI Setup Electric&Water 1 $ 7,320.00 $ 7,320 -Includes provisioning of HES hardware&software
Combined-One Time environment,configuration of HES software,and
Fee configuration of backhaul between M400s and HES.
SaaS RNI Training Electric&Water 1 $ 5,060.00 $ 5,060 -2 Day On site Training-2 day role based HES
Combined-One Time Instruction(1 day system operator&1 day system
Fee administrator)as well as documentation
SaaS RNI Annual Fee Electric&Water 1 $ 20,351.00 $ 20,351 -Software annual fees will not increase for 5 year SaaS
Combined-Annual Fee agreement term.Ongoing Fees associated with
Spectrum is included in this fee.
Sensus Analytics-Setup Fee Electric&Water 1 $ 4,140.00 $ 4,140 -One Time Setup fee Includes all required services to
Combined-One Time set up the Sensus Analytics software in a SaaS
Fee environment in a segue Sensus data center
Sensus Analytics-Training Elecirk&Water 1 S 3,680.00 $ 3,660 -1-Day On Site Training
Combined-One Time
Fee
Sensus Analytics-Integrations Electric&Water 1 $ 3,680.00 $ 3,680 -One time integration Fee for Sensus Analytics
ComNned-One Thne
Fee
Sensus Analytics-Annual Fee Electric&Water 1 $ 12,396.00 $ 12,396 -Sensus Analytics Enhanced annual fee will not
Combined-Annual Fee increase for 5 year term.
Customer Portal Setup One Turn Fee 1 $ 5,750.00 $ 5,750
Customer Portal Training One Time Fee 1 $ 2,070.00 $ 2,070
Customer Portal Integratkuts One 717e Fee 1 $ 11,500.00 $ 11,500 -First year Customer Paul annual fee is capped at
$5750 regardless of number of users
Customer Portal Integration-SSO One Time Fee 1 $ 15,000.00 $ 15,000 -Optional integration in additon required if Single Sign
On desired by City of Aspen.Can be added at later
date based of Customer's request.
SSO integration annual maintenance Annual Fee 1 $ 3,000.00 $ 3,000 -This fee only apples if the SSO integration above is
selected.
CONFIDENTIAL I Page 23 of 91
Customer Portal Annual Fee Annual Fee-7000 1 $ 9,000.00 $ 9,000 •Second year Customer Portal annual fee is$5,750 up
Users-Electric d to 1500 users, If over 1,500 users,annual fee is
Water $9,000 per year up to 7,000 users.
r
Project Management f2 morft 1/4 time 12 $ 6,300.00 $ 99,600 •Project Management Includes Travel and Expenses.
114 Time Project Manager for the 12 month project.
$7,625 monthly is the project management services
portion of the monthly fee,the remainder for travel.
Estimated roughly 1-2 trips per month.
Application Engineer 6 months 118 time 6 $ 4,700.00 $ 26,200 •AE does not require travel
S -
Integrations-On Demand Reads Required 1 $ 5,500.00 $ 5,500 On Demand Reads are required,however Sensus
recommends per industry best practices
Integrations-RD Functionality Required 1 $ 5,500.00 $ 5,500 •Remote Disconnect is required to meet Aspen's
desired functionality.
Integrations-Meter Lifecycle Required 1 $ 5,5D0.00 $ 5,500 •Meter Lifecycle slate Is required,however Sensus
recommends per industry best practices
Performance&Payment Bond 1 $ 16,000.00 $ 16,000
Sensus Pricing Summary•Electric&Water Combined
CONFIDENTIAL Page 24 of 91
$anus Optional lams•Electric&Water Combined
imimliiiiif
M40082 Base Station extended Per Base SfaBon,Per - $ 1,383.00 $ Extended warranties are an optional service.Customer
warranty Year may opt to purchase anytime during the period that the
Initial standard warranty is in effect.Extended
warranties,if purchased,will go Into effect following the
expiration date of the standard warranty.Base Station
Extended Warranty includes firmware
maintenance/upgrades,remote diagnostics of
operational issues,and repair or replacement of
defective parts or units.Warranty does not kkide
batteries,labor,or standard maintenance.Warranty
does not cover"ads of God,'Extended warranty
cannot be discontinued and reinstated.
M40082 Base Station Maintenance As needed $ 1,750.00 $ •Options[Base Station Maintenance Labor per day as
Labor(time 8 materials) needed.This fee includes travel to City of Aspen.
Zigbee-Singlephase Par Meter - $ 2240 $
Reactive Power•Polyphase Per Meter - $ 25.00 $ -
Annual Fees for Sensus Analytics Option Modules will
not Increase for 5 year term.
Outage Management Annual Fee 1 $ 3,029.00 $ 3,029
Transformer Utilization-Load Insight Annual Fee 1 $ 2,330.00 $ 2,330
CONFIDENTIAL I Page 25 of 91
Voltage Insight One rime Fee 1 $ 3,220.00 S 3,220
Voltage Insight Annual Fee 1 $ 2,345.00 $ 2,345 •Voltage Insight assumes 25 bellwether meters
leveraging 1 min voltage data transmitted every 5
minutes.
Energy Insight Annual Fee 1 $ 2,198.00 $ 2,198
Unbilled Energy Annual Fee 1 $ 1,465.00 $ 1,465
Service Management-Pressure Annual Fee 1 $ 6,838.00 $ 6,838 •Service Management app pricing is variable
Monitoring depending on number of devices
Hidden Revenue Locator Annual Fee $ 13,800.00 $ -
INSTALLATION NOTES S ASSUMPTIONS FROM INSTALLATION PARTNER(USS).
Proposed Sokftn:
1. USS will support the City of Aspen throughout the AMI deployment with electric and water meter installation technicians.
2. USS has established pricing to complete the entire project In 12-months starting in November 2010.
3. USS call center operations will support the AMI deployment frau our Denver call center location.
4. USS electric meter technicians will be trained to install single phase electric meters and our Journey Level team on the Front Range will support the three-phase meter
Installs.
5. USS pians to employ between 2—3 electric meter installers and will utilize 1—2 Journey Level Electric Meter Technicians for the three-phase installations.USS will employ 3
—4 installers Instating encoded registers with City-furnished Badger Meter encoded registers with LCD display and 1 Journey Plumber for the 600 water meter replacements with
City-fumished Kamstrup Water Meters.
6. A flat fee of$29,824 will be charged for administrative work for scheduling water installation appointments for the project. This Is based on the anticipated number of hours to
schedule appoitments for the Indoor water meters.
7. City of Aspen to provide parking pass to Sensus and employees for duration of the project.Sensus can park anywhere in the city for free.
Escalation.Customer shall pay for all goods and services Sensus hereunder at the prices set forth in this Exhibit C(or in the Quote if one is referenced on the
first page.If there is a Quote referenced on the first page,such Quote is incorporated Into this Exhibit C by reference). The pricing in Exhibit C shall remain firm until the
Trigger Date(as defined on the first page of the Agreement).Starting on the Trigger Date,and on each anniversary of the Trigger Date thereafter,the pricing in Exhibit C
shall automatically adjust to equal the summation of(1)the amount charged for such pricing component during the immediately preceding year("Base Amount');plus(i)the
product of the Base Amount multiplied by the percentage rate of increase in the Escalator(s)during the immediately preceding year(which product shall not be less than
zero,such that the pricing in Exhibit C cannot decrease under this section). The Escalator(s)will be calculated utilizing the Escalator(s)published the month prior to the
anniversary of the Trigger Date compared to the equivalent month from one year earlier to determine the escalation. For example,if the Trigger Date occurs in January
2015,the Escalator(s)will be calculated by comparing December 2013 and December 2014 figures.
"Escalator(s)"means the following:
I. For SaaS services:Zero percent(0%)during the Initial Term.Three percent(3%)during The Renewal Term.
ii. For Water Meters:
(a) For bronze and low lead water metering products:the percentage change,for the relevant period,of the average of;(a)the united Slates
Bureau of Labor Statistics Producer Price Index,Corrunodities,Group:Metals and metal products,Item:Copper and copper-base alloy castings
(excl.die-castings),series ID:WPU102807013,not seasonally adjusted;and(b)the United States Bureau of Labor Statistics Producer Price
Index,Industry Data,Industry and Product Plastics material and resins mfg.,series ID:PCU 325211325211,not seasonally adjusted.#
(b) For plastic main case meters:the percentage change,for the relevant period,of the United Stales Bureau of Labor Statistics Producer Price
Index,Industry Data,Industry and Product:Plastics material and resins mfg.,series ID:PCU 325211325211,not seasonally adjusted.
(c) For Omni meters:the percentage change,for the relevant period,of the United States Bureau of Labor Statistics Producer Price Index,
Commodities,Group:Metals and metal products,item:other gray and ductile iron castings,other,series ID:WPU101504,not seasonally
adjusted.
iii. For sit other goods:the percentage change,for the relevant period,of the United States Bureau of Labor Statistics Consumer Price Index for AN
Urban Consumers(CPI-U)'All Items Less Food and Energy'for the U.S.City Average for AN Items,1982-84=100,not seasonally adjusted,or
substantially similar succeeding Index.
Iv. Any Escalator increases called forth in this Agreement shall be calculated to the third decimal point(e.g.2.576%)
Equipment. Invoices for all Field Devices,RF Field Equipment,Server Hardware and any other goods sob by Sensus hereunder shall be delivered along with the relevant
goods.
Third Party Devices. In cases where Customer requests or requires Sensus to deliver SmartPolnt Modules to a third party manufacturer(or any other third party),payment
for such modules is due within thirty(30)days of the invoice date to such manufacturer or other third party,irrespective of how long it lakes such third party to deliver the
SmartPoint Modules to Customer.
Services. Invoices for Ongoing Fees and services shall be delivered annually or monthly,as applicable,in advance. Invoices for other services shall be delivered upon
don of the applicable service.
CONFIDENTIAL I Page 26 of 91
Invoices and Payment. Customer shall pay all invoices within thirty(30)days of the invoke date. Sensus reserves the right to establish credit limits for Customer and may
require full or partial payment prior to shipment of any goods or commencement of any services provided hereunder. Ali payments shall be made via electronic payment to
the account(s)indicated by Sensus from time to time,unless Sensus requests a change in payment methods in writing.
Late Payments.Any invoices not disputed in good faith by Customer which Customer does not pay within the time provided in this Agreement shah bear interest at the
lower of(t)one and a half percent(1.5%)per month up to a maximum of eighteen percent(18%)per year,or(ii)the highest rate permitted by applicable law(collectively,
"Interest Rate'.
Disputed Invokes. If Customer disputes an invoice,Customer must give written notice of the dispute to Sensus within thirty(30)days of tike invoice date. If Customer
does not do so,the entire invoice shall be deemed payable without reduction,set off,or claim. If Customer gives written notice of the dispute within the required thirty(30)
days,it shall,at such time as the notice is given,pay the undisputed amount of the Invoice and the disputed portion shall be resolved by the parties or,If necessary,under
the dispute resolution provisions of this Agreement. If it is ultimately determined that some or all of the disputed amount was payable,that amount shall bear interest from
the original due date until Customer pays it at the Interest Rate.
Withholding. Customer may withhold payment on an invoice for defective goods and services. Payment by Customer of an invoice shall deem Sensus to have fully
complied with this Agreement for all goods and services represented in the invoice and with all other terms and conditions of this Agreement prior to the date of such
payment.
Taxes. AN prices quoted are exclusive of federal,state and municipal taxes.Customer represents that it is tax exempt,
Packaging. Sensus reserves the right to select the manner in which Equipment Is packaged.Quoted prices include regular packing. Special requirements for packing will
be subject to extra charges. Shipping and completion dales quoted by Sensus are made in good faith but are not guaranteed.
Address for Purchase Orders.All purchase orders shall be sent to the address listed below. Sensus may change this address at any time,upon written notice to the
Customer(such notice may be provided via email).
Sensus USA Inc.
PO Box 487
Uniontown,PA 15401
Attn:Customer Service
Fax:BODM&2403
Email:sensus.orders@xyleminc.com
CONFIDENTIAL Page 27 of 91
EXHIBIT D — STATEMENT OF WORK
1.CONTRACT
This Scope of Work("SOW")will become part of the Contract Terms&Conditions for Equipment and Installation Services
("Contract")between CITY OF ASPEN and Sensus.
1.1 DESCRIPTION
This document is intended to set forth the requirements for the Project Services required to deploy the AMI System in
accordance with the Contract. The document defines the tasks,responsibilities,and deliverables of Sensus and CITY OF
ASPEN to support this effort.
1.2 DEFINITIONS
Shall mean CITY OF ASPEN and SENSUS personnel assigned to the
Project Team Project and responsible for deliverables as defined herein. Each party will
assign their own project manager("Project Manager")as part of this Project
Team.
Project Plan The deployment Project Plan including schedule jointly developed between
Sensus and CITY OF ASPEN.
Stakeholder Register Formal project register of stakeholders to the project recorded during the
stakeholder identification process.
Prop Study The RF Propagation study
Deployment Phase Means the period in which Meters purchased under this Contract are
installed within the CITY OF ASPEN service territory.
Project Means the planned effort in relation to the Project Services more specifically
set out in this statement of work.
Shall mean an account of which all meter access commitments were met or
Set Aside Account/RTU an account in which the service or other conditions prohibits the installation
of a meter and the account is removed from scope.
Work Breakdown Schedule("WBS")and Shall mean the Project task list and Project schedule timeframes created to
Project Schedule manage the Project activities.
CONFIDENTIAL I Page 28 of 91
1.3 ASSUMPTIONS:
• Data received from the CITY OF ASPEN will be as accurate and up-to-date as possible.Significant data
discrepancies can cause changes In Scope,Schedule and/or Budget.
• There are no union or prevailing wage requirements.
• CITY OF ASPEN will supply all materials not previously agreed upon as deliverables from Sensus(i.e.,washers,
seal gaskets,lock rings,meter bands,etc...)
• Work identified by the project team as'out of scope'will be managed through the change order process.
• Any'out of scope"work that directly effects Scope,Schedule or Budget will necessitate a signed Change Order
before work can commence.
• Sensus Will be managing the physical deployment of meters In the field.
• CITY OF ASPEN Will provide Sensus with meter deployment data as requested to compare installations with
network performance.
• CITY OF ASPEN will identify any locations that are medically sensitive or deemed unsafe.
• CITY OF ASPEN will assign sufficient staff to support the deployment.
• CITY OF ASPEN Will assist Sensus in Identifying any required documentation or identification materials the
Installers will need to perform work in the area.
2.PROJECT OVERVIEW
Sensus will install in accordance to the contract,roughly 3,100 Electric SmartPoint Modules,4,000 Water SmartPoint Modules,and 4
(Four)Sensus base stations, as well as perform integration of Tyler Munis Billing system,and the option to integrate Sensus
Analytics.
2.1 PROJECT OBJECTIVES
• Project management services to deploy the Sensus FlexNet AMI System with the highest level of attention paid to
quality,schedule and CITY OF ASPEN satisfaction.
• Deployment of meters with the highest level of attention paid to quality,schedule,and CITY OF ASPEN satisfaction
• Support for CITY OF ASPEN planned operational and business Initiatives with Sensus FlexNet AMI technology
• Supporting CITY OF ASPEN in maximizing benefits of Sensus FlexNet AMI technology
• Enhancing CITY OF ASPEN operations and consumer satisfaction With Sensus FlexNet AMI technology
3.PROJECT WORK
3.1 CONTRACT NEGOTIATIONS/MANAGEMENT
3.1.1 SUMMARY
The Contract Negotiations/Management phase is a critical step in setting up a successful project. During this phase the
project requirements and resources will be clearly defined and documented.
3.1.2 RESPONSIBILITIES AND DELIVERABLES
The following table describes the activities and responsibilities required for Contract Negotiations/Management Phase.
(O=Owner,C■Contributor)
1, Define Scope,Schedule and Budget as it relates to good and services purchased C O
through this AMI contract.
2 Identify interdependencies that will require a possible addition to the scope or C O
schedule.
3 Gather requirements as they are currently known.These requirements might C O
change as the planning phase commences
Define project communication plan.This communication plan specifically focuses
4. on executive,legal,governmental,commercial and residential requirements. C O
Project communications are managed via the project team.
5. Finalize procurement and invoicing plan C O
CONFIDENTIAL Page 29 of 91
6. Develop Project Charter C O
T. Define Statement of Work C O
8. Define Equipment deliverables C O
3.2 PLANNING (PROJECT INITIATION & DESIGN)
3.2.1 SUMMARY
The Planning(Project Initiation&Design)phase is when the project plans are documented,and the project deliverables
and requirements are further refined.This phase is essential to set up the foundation through the remaining phases of the
project.
3.2.2 RESPONSIBILITIES AND DELIVERABLES
The following table describes the activities and responsibilities required for the Planning(Project Initiation and Design)
Phase.
1. Represent the AMI project team at the Project Management Office(PMO)alongC O
with core team members as required 7 M
2. Assist CITY OF ASPEN with defining roles and expectations of the AMI operations C O
team,both the core and extended team members.
3. Leverage and build an internal team of Sensus Experts assigned to provide C O
support
4. Assist with development of communication plan for field deployment,both Internal C O
to the project and external to project sponsors.
5. Perform Contract Requirements Analysis C O
6• Document inventory management and RMA plan. C O
T• Lead meter deployment workshop C O
8• Create Project Definition Document C O
9. Develop Stakeholder Register C O
10. Create and distribute Project Plan C O
11. Develop Project Schedule. C O
12. Manage Inventory and order planning C O
13. Provide PO Coordination and order set-up and support C O
CONFIDENTIAL I Page 30 of 91
Work with CITY OF ASPEN to identify and formalize stakeholder register and RACI
14. Chart C O
15. Propagation study validation and adherence
C O
16. Inventory Forecasting and Lead Time Planning C O
Manage changes to infrastructure deployment plan and coordinate Prop study
17. rerun with Sales/RF Team C O
Facilitate Weekly Deployment Planning Team Calls and document&distribute
18. minutes C O
Create master project book,containing all processes and procedures
19. documentation(flow charts and reference documents). C O
20. Develop Work Breakdown Schedule(WBS) C O
21. Test Plan Development(Pilot,Iterative&Final Acceptance Testing) C O
Manage project collaboration software tools as needed(SmartSheet,MS Excel
22' Templates,Web Data Collection Forms,ProjectManager.Com) C O
3.3 RISK IDENTIFICATION, MITIGATION, & MANAGEMENT
3.3.1 SUMMARY
The Risk Identification, Mitigation,&Management phase is the process of identifying,analyzing,and mitigating risk.This
includes planning responses to any identified risk that arises during the project.
3.3.2 RESPONSIBILITIES AND DELIVERABLES
The following table describes the activities and responsibilities required for the Risk Identification,Mitigation,&
Management Phase.
71. Lead the deployment workshop 770
2. Document and formalize meter installation Standard Operating Procedures(SOP's) C O
as needed
3 Document installation and communication processes and procedures related to C O
new installs.
4. Document installation and communication processes and procedures related to C O
performance and network analysis.
5. Facilitate and document a Risk Mitigation Workshop and create a Risk Mitigation C O
Plan with Rank,Likelihood and Severity.
CONFIDENTIAL I Page 31 of 91
6. Document and track all project risks in the project management portal,escalating C O
and upgrading as needed throughout the life of the project.
3.4 EXECUTION & DEPLOYMENT
3.4.1 SUMMARY
The Execution & Deployment phase is the action phase is which the previously developed plans are put into
implementation. This phase is critical to delivering the project results and direct expected outputs.Contractor management
and oversight is critical function of field deployment In this phase.
3.4.2 RESPONSIBILITIES AND DELIVERABLES
The following table describes the activities and responsibilities required for the Execution&Deployment Phase.
1• Grain project plan approval C 0
Facilitate and send out minutes of weekly project meetings that may include:
I. Network Deployment
2. ii. Meter Installation Updates/issues C O
iii. Route Planning
iv. Software&Integrations
v. Leadership Update Meetings
email reports(at an agreed upon frequency)of overall project metrics and KPis
3• including meter installations(as reported and verified with RNI),network C O
performance,and issue tracking&resolution
4. Install all requisite software. C O
5. Perform classroom and(when appropriate)field training C 0
6. Coordinate and support CITY OF ASPEN through acceptance testing C O
7. Manage and communicate all software and AMI system implementation related C O
issues via the Sensus Ticket system and the Project Action Item Tracker.
8. Manage Sensus Internal experts for resolution on any network implementation C 0
issues or concerns.
9. Manage the delivery of meters and equipment including ordering,shipping,RMA, C 0
and programming of meters and equipment.
CONFIDENTIAL( Page 32 of 91
10 Manage and coordinate delivery of antennas,coaxial and other network related C O
materials as required by the AMI Agreement.
Perform site surveys and validation of Base Station site locations and sequence
11. the development of a Network Deployment Pian aligned with the meter installation C O
plan.
12. Perform certification at each installed Base Station location. C O
13 Commission the communication link between the Base Station and FlexNet Head C O
End System.
14. Review Equipment and Hardware Configurations and Forecast/Orders. C O
15• Adhere to the Business Requirements of the AMI Agreement. C O
16. Lead the Solutions Architecture/RNI Systems Integration development. C O
17. Manage the First Article Test Plan as provided under the AMI Agreement. C O
18• Provide and perform in accordance with the training requirements and approach. C O
19. Test the RNI data integration and transfer to the customer information system. C O
20. Set up the head end system account C O
21. Provide training sessions for installers and AMI head end system operators. C O
In the instance Customer works to Identify updated Iat/long coordinates for the
remaining meters that initially did not successfully geo-code,in the future,Sensus
will re-run the propogation study free of charge and provide update coverage
22. associated with the Performance Warranty O C
Sensus will work with the Customer to obtain the necessary business and
contractor's licenses,and electrical permits required to perform the RF network
Installation required under the Agreement.Sensus shall submit the applicable
licenses to Customer's project manager for approval and-inclusion within the
project record.RF Field Equipment installers and electric seryice repair resources
23, Ooumeyman electricians)shall obtain the electrical licenses required to perform C O
services within the City of Aspen and Pitkin County.Water service repair and meter
replacement installers Ooumeyman plumbers)shall obtain the plumbing licenses
required to perform services within the City of Aspen and Pitkin County.
3.5 CONTRACTOR MANAGEMENT
3.5.1 SUMMARY
Contractor management includes the management of deliverables from subcontractors including the methods and work
to ensure quality and project completion within the project schedule and budget.
3.5.2 RESPONSIBILITIES AND DELIVERABLES
The following table describes the activities and responsibilities required for Contractor Management.
CONFIDENTIAL I Page 33 of 91
3.6 MONITORING & CONTROLLING
1. Quality control plan development and execution C 0
2. Cost control plan development and adherence C 0
Coordinate development,testing,and final file specifications for mass meter
change out file between installation contractor and CITY OF ASPEN CIS System
Inc
3.
I. vendor specifications C O
ii. test plan and execution results
iii. data verification prior to production billing processing
4. Coordinate the development of the formal claims process.
C p
g. Create a Facility&Logistics Plan and Communication Plan(External&Internal).
C p
6 Document and formalize meter Installation Standard Operating Procedures(SOP's)
created during Planning phase. C O
7. Document and develop processes and procedures related to field installations
based on CITY OF ASPEN direction Including RTU(Return to Utility)and Assists C O
8. Work with CITY OF ASPEN and Installation Contractor to ensure Installation Safety
C p
Program and appropriate PPE is in place
9 Design and execute route deployment plan for meter installation around
coordinated black out window calendar with CITY OF ASPEN C O
Schedule and assist with delivery of meters and equipment including ordering,
10. shipping,RMA,storage,installation and programming of meters andC 0
equipment as
needed
3.6.1 SUMMARY
The Monitoring and Controlling phase involves the processes designed to identify,monitor,and deploy the controls and
risk mitigation strategy. This phase is critical to ensuring the project remains within scope,on time,and on budget.
3.6.2 RESPONSIBILITIES AND DELIVERABLES
The following table describes the activities and responsibilities required for the Monitoring&Controlling Phase.
1 Manage Change Order Requests and present for formal approval.
77777
CONFIDENTIAL I Page 34 of 91
2. Monitor Installation actual vs estimate trending to ensure on schedule completion C O
3 Implement,track,and manage all project related issues from identification to C O
resolution in formal project tracking logs.
4. Review and discuss all changes for schedule/scope/budget impact with Project C O
Leadership team.
Develop Key Performance Indicators(KPls)which are based on Project daily,
weekly and monthly goals and/or objectives including:
5. 1. Installation actual vs estimate trending C O
ii. Software Implementation&Integrations
iii. Material Completion Forecasting
B. Provide weekly project status reporting of Progress,Problems,and Plans(3P C O
Report).
Monitor and report on network performance,meter/endpoint performance,identify
meter/endpoint issues,develop plans/proposals and solutions based on findings
including:
7. C O
1. Network Data Validation
ii. Read Interval Success%
iii. Meter Profile/Configuration Confirmation
8• Optimize the read performance of all endpoints C O
3.7 ACCEPTANCE TESTING
3.7.1 SUMMARY
The Acceptance Testing phase is to ensure the solution by the project meets the requirements(both functional and non-
functional)as specified in the contract and requirements.
3.7.2 RESPONSIBILITIES.AND_DELIVERABLES
The following table describes the activities and responsibilities required for the Acceptance Testing Phase.
1• Development of Final Acceptance Test Plan C O
2• Formal System Acceptance Test Design C O
3• Draft and facilitate approval and consensus of SAT Definitions C O
4• Coordinate and manage timeline and completion of SAT Testing C O
5. Facilitate and coordinate final acceptance testing approval C O
CONFIDENTIAL I Page 35 of 91
3.8 COMPLETION
3.8.1 SUMMARY
The Completion phase is focused on achieving and releasing the final deliverables,releasing project resources,finalizing
project documentation,and providing transition support for post project operations.
3.8.2 RESPONSIBILITIES AND DELIVERABLE
The following table describes the activities and responsibilities required for the Completion Phase.
-0
Manage project wrap-up including:
I. RMA assistance
1 ii. Route Review&Sign-off of network performance C O
iii. CITY OF ASPEN Assistance with MySensus Portal
(if needed)
iv. Review and close out of outstanding claims(if
applicable)
2. Assist and facilitate transition training for CITY OF ASPEN to ongoing customer C O
support
3. Review of contacts and available resources for ongoing support and information C O
CONFIDENTIAL I Page 36 of 91
Exhibit E—Certified Propagation Study•Aspen Sensus RF Design.9271-City Of Aspen,CO_Aspen,CO_Design Package_070920_V2.pdf
Electric Coverage
• Y �r �l'
r
n '
}x 4q w
x
fir'
k
e 1
A�
come Xi
issaiiM
2 Way CovemSe
Site Umww
• EndpolntWcatlon
CONFIDENTIAL Page 37 of 91
Water Coverage
z. r
�ea
,w
t� ?re 's
Al ll
s
. o ,
� � x
V i
3r7 !lisle
e�27l�
LUM
2 way Coverage
■i wav toverate
Site LWAthn
• Endpoint Location
CONFIDENTIAL Page 38 of 91
i
Aspen MK*9&Vk Tait WON= -IOR816011 M10092 30 1102
Aspen feowMen C~ 39.1~ -f06.a61186 mom 43 casmy 360
111r stop 30.216166 406.6666q mom 19 1 OB886-Y 300
Red Ma WMn Tmv i 30.201967 -106812372 M10062 20 1 08569-Y 360
CONFIDENTIAL Page 39 of 91
Exhibit F
Performance Warranty
1. Agreement Terms. Sensus warrants the performance of the FlexNet System to the Customer as set forth below. This warranty and all products and services sold or
otherwise provided by Sensus directly to the Customer are pursuant to the terms of the Agreement.
2. Performance Warranty. The Performance Warren ly is as follows:
A. Warran(y. Sensus warrants to Customer that the FlexNet System deployed for a particular Customer meets ft performance lest standards set forth below
in section 3('Performance Test Standards")from the Effective Date until the Warranty End Date. If the Customer's FlexNet System does not meet such
Performance Test Standards,then as Sensus'sole obligation and Customer's sole remedy,Sensus shall take steps that Sensus deems necessary,in
Sensus'sole discretion,to cause the FlexNet System to satisfy the Performance Test Standards. Such steps may include Sensus'delivery to the Customer
(without charge to the Customer)the hardware for additional RF Field Equipment,provided that all RF Field Equipment shall be located and installed as
directed by Sensus.Customer shall have title to all equipment provided pursuant to this subsection(A). Notwithstanding anything to the contrary,Customer
shall pay for any Recurrent RF Field Equipment Fees and any Ongoing Fees for all equipment provided pursuant to this subsection(A).
B. Limitations.The Performance Warranty shall only appy;(I)to the Meter Data;(ii)from the Effective Date until the Warranty End Date;(iii)if Sensus has
completed a propagation study for the applicable Customer based on the Performance Test Standards,such propagation study has been approved in
writing(including without limitation,by email)by Sensus,and such propagation study has been agreed to in writing(including without fimltetbn,by email)
by the Customer('Certified Prooaaation S�)(for clarity,the Certified Propagation Study consists of all documents of the propagation study,including
without limitation,the server map and the document describing the Required RF Field Equipment locations and antennae details);(1v)if the Customer is not
in breach of the Spectrum Lease terms of this Agreement(v)if all the Required RF Field Equipment identified In the Certified Propagation Study is installed;
(vi)0 the Required RF Field Equipment Is installed as described in the Certified Propagation Study,including without limitation,in the locations and at the
heights identified in the Certified Propagation Study; and(vii)the Required RF Field Equipment Is operating and has been maintained to Sensus'
specifications(collectively,the'ReauiremeW.If any Requirement is not satisfied,then:the Performance Warranty is void;Sensus has no obligation to
remedy the FlexNet System performance;Sensus has no obligation to provide RF Field Equipment hardware at no cost;and Customer is responsible for
purchasing such RF Field Equipment,even If It is necessary to meet the specifications set forth in the Performance Test Standards. Furthermore,if new
andlor different RF Field Equipment locations are required as a result of not meeting any Requirements,Customer agrees to:pay Sensus for the completion
of any additional propagation studies;pay:Sensus for the additional RF Field Equipment hardware;perform the necessary site preparation;and pay for any
Recurrent RF Field Equipment Fees and any Ongoing Fees for all equipment purchased pursuant to this subsection(B).Any equipment required pursuant
to this subsection(B)is added to the definition of Required RF Field Equipment.
3. Performance Test Standards.
I. Generally.
(a) The parties shall mutually agree on specific reading routes(each a Route). Each Route will be separately tested with the intent to provide incremental
acceptance of distinctly defined geographical areas and populations of meters. Each Route shall contain a statistical sample of Test Units CBMt
UW). Route Units only include the Test Units installed in the applicable Route. For Customers with any combination of water,gas,and electricity
Endpoints,the water Endpoints,gas Endpoints,and electricity Endpoints will each be tested separatety according to the procedure below. For clarity,
a single Route will not have a combination of water,gas,and electricity meters,but it will consist of only water,gas,or electricity Test Units.
(b) Before beginning the performance Test Standards,all Route Units must be installed. Sensus shall send written notice to Customer once the Test
Equipment and all Route Units are instated("Route Deolovment"}. Such notice shall indicate the date on which the Route Deployment was completed
('Route De meet Da al.Customer shall in tum send written notice to Sensus within ten(10)business days that Customer agrees that all Test
Equipment and Route Units are installed("Route Deolovment7.
(c) Within thirty(30)days after the Route Deployment Date,the parties shall begin the Performance Test Standards on the Route.Customer and Sensus
shall work in good faith to complete the Performance Test Standards no later than thirty(30)days after commencement of testing.
ii. Route Read Success Teet.
(a) The Route Read Success Test will measure the percentage of Route Units that deliver valid billable meter reads during the Billing Window.The Route
Read Success Test only measures reads sent from the Route Units;it does not Include on demand reads. The commencement date of the Billing
Window shall be agreed by Customer and Sensus.
Route Read Success= 10o x _(#of Route Units that deliver a valid flillable meter read during the Billing Window)
(total#of Route Units in the applicable Route)
(b) It Route Read Success is equal or greater than the Success Percentage during one Billing Window,the Performance Test Standards for that Route
has passed.Sensus shall promptly issue written notice to Customer that either(a)Sensus has not successfully completed the Performance Test
Standards for the applicable Route;or(b)Sensus has successfully completed the Performance Test Standards for the applicable Route and such
notice shag specify the applicable Route and shall state the date on which the Route Read Success Test was successfully completed.Customer shag
then In tum confirm the results In writing to Sensus. ff Sensus notifies Customer in writing that it has successfully completed the Performance Test
Standards for the applicable route,andCustomer does not Issue written notice to Sensus to the contrary within five days of completion of the test,then
the test is automatically deemed successfully passed.Sensus has no obligation to continue optimizing the system and meeting performance
specifications upon successful completion of the Performance Test Standards for each Route. This process shall continue until all Routes have
successfully completed the Performance Test Standards, If Sensus does not successfully complete the Performance Test Standards for the applicable
Route,then upon receipt of notice,Sensus shag fulfill its obligations in Section 2 above,and the applicable Route shall be retested within a reasonable
CONFIDENTIAL I Page 40 of 91