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Home My WebLink AboutFerguson Enterprises, LLC Automated Meter Reading System Equipment and Services Contract City of Meridian AUTOMATED METER READING SYSTEM EQUIPMENT AND SERVICES CONTRACT THIS CONTRACT ("Contract") by and between City of Meridian, a municipal corporation organized under the laws of the State of Idaho ("City"), and Ferguson Enterprises, LLC, a limited liability company organized under the laws of the Commonwealth of Virginia ("Ferguson" or "Supplier") (individually a "Party" and collectively the "Parties") is effective upon the later date of execution of this Contract by the City and Supplier ("Effective Date")for a period of ten(10)years. WITNESSETH WHEREAS, the Supplier has represented to the City it has the specialized expertise and experience necessary to properly provide the Equipment and Implementation Services for a fully functioning Advanced Metering Infrastructure Reading System (AMI), as further defined, and required by this Contract, in a timely manner and that Supplier's proposal includes all of the functions and features required for the Equipment and Implementation Services; and WHEREAS,the City has accepted the Supplier's offer to provide the Equipment and Implementation Services in accordance with the Contract Documents as defined herein; and WHEREAS, said Contract Documents are attached hereto and incorporated herein. NOW THEREFORE, in consideration of the terms and conditions set forth herein, the Parties agree as follows: 1. The City shall have the right to purchase the Equipment and Implementation Services, as defined herein, in accordance with the unit prices set forth in this Contract including Attachment B. The further terms and conditions of this Contract are set forth in the following Contract Documents, each of which is attached hereto and are made part of the Contract by this reference in the following order of precedence: 1. Future Contract amendments/Change Orders as approved by the Parties. 2. This Contract including all attachments. This Agreement may be executed in two or more counter parts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.This Contract may be delivered by facsimile or other electronic means and those signatures shall be treated as original signatures for all applicable purposes.The person signing this Contract represents that he or she has full and proper authority to do so and to bind the party which they are representing.This Contract will become binding on the date of last execution hereon: 2 EXECUTED THIS 7th day of May 2024 City of Meridian, Idaho Ferguson Enterprises, LLC ��It Robert E. Simison 5-7-2024 Brandon Mathews Mayor Area Sales Manager 33 E Broadway 425 N Locust Grove Rd. Meridian, ID 83642 Meridian, ID 83642 APPROVED BY CITY COUNCIL: 5-7-2024 Attest: Chris Johnson, City Clerk 5-7-2024 3 ADVANCED METER INFRASTRUCTURE SYSTEM EQUIPMENT AND SERVICES CONTRACT TABLE OF CONTENTS DEFINITIONS OF WORDS AND TERMS S SECTION 1. STANDARD CONTRACTUAL TERMS AND CONDITIONS 9 SECTION 2.ADDITIONAL CONTRACT TERMS AND CONDITIONS 20 ADDITIONAL ATTACHMENTS: A. SCOPE OF SERVICES B. PRICING MATRIX C. GENERAL EQUIPMENT WARRANTY D. SYSTEM PERFORMANCE E. SENSUS SERVICE SaaS AGREEMENT F. SOFTWARE MAINTENANCE AGREEMENT G. FERGUSON VAR SUPPORT H. PROPAGATION STUDY 4 DEFINITION OF WORDS AND TERMS Words and terms shall be given their ordinary and usual meanings. Where used in the Contract Documents,the following words and terms shall have the meanings indicated.The meanings shall be applicable to the singular, plural, masculine,feminine and neuter of the words and terms. Acceptance or Accepted: Written documentation of the City's determination that the Supplier's work has been completed in accordance with the Contract. AMI: Advanced Metering Infrastructure Reading System. For the purpose of these Contract Documents, this refers to the AMI system manufactured by Sensus Metering Systems, consisting of all FlexNet system components,tower gateway base station, regional network interface, meter transmitters, installation tools and equipment, licensed software (including Sensus' Analytics), and all other related components. Available Meter:A City meter connected to a fully functioning meter transmitter(also known as an endpoint or SmartPoint),that is used in calculating the read rate during a Billing Window. An available meter satisfies all of the following criteria: a. It is installed in compliance with the procedures and specifications approved by and provided to the City in writing by the Supplier. b. It functions properly, is not damaged, and does not fail to transmit meter reading information during a Billing Window. c. It is serviced by a TGB, FNP, defined herein or other network equipment that has not been subjected to a power failure greater than eight (8) continuous hours during a Billing Window. d. Neither it, nor the TGB, FNP, defined herein or any other network equipment that serves that meter has been affected by a Force Majeure event. e. Interference or jamming of the radio spectrum is not preventing or interfering with radio communication to or from the meter transmitter, provided the Supplier is diligently working to effectuate a cure and provides a weekly status report. f. It is installed in a mutually agreed upon coverage area of the City, as defined in the Supplier's propagation study;Attachment H. g. It has not been reported by the City under the conditions of the attached agreements/warranties with the Supplier, unless the Parties agree that the reason for the report was resolved before the Billing Window opened or that the meter is functioning normally. h. Its functioning or performance has not been adversely affected by a failure of the City to perform its obligations or tasks for which it is responsible, or to properly maintain network equipment owned by the City. Billing Window: A three-day period beginning two days prior to, and ending one day following,the City's preferred billing day for a particular meter. 5 Change Documentation:A written document mutually agreed upon by the Supplier and the City, which if it creates a material change to the Contract terms or Specifications shall be executed as a Change Order. Change Order:A written change to the Contract modifying, deleting or adding to the terms, conditions, price, or scope of work, signed by both parties. Commissioning Period:The period beginning with performance testing and training, ending with final acceptance by the City. Contract or Contract Documents:The writings and drawings embodying the legally binding obligations between the City and the Supplier for completion of the Work under the Contract. Contract Price:The total amount payable by the City to the Supplier for performance of the Work in accordance with the Contract. Contract Schedule.The schedule for the Supplier's provision of the Equipment and Services. Contract Time:The total time for the Supplier to perform the Work as set out in the Contract Schedule. Day: Calendar day. Cam: City of Meridian,the party contracting with the Supplier to receive the Equipment and Services and the Work under this Contract. Documentation:Technical publications relating to the use of the software or services to be provided by the Supplier under this Contract, including, but not limited to, reference, user, installation,systems administration, and technical guides, delivered by the Supplier to the City. Equipment and Implementation Services:The furnishing of materials, equipment, custom software, consulting, design, labor,time, and effort by the Supplier during the installation and initial operation of the supplied AMI system during the Contract term. Ferguson or Supplier:The entity contracting with the City to provide the Equipment and Implementation Services or perform the Work under this Contract. Final Acceptance:The date as of when the City acknowledges that the Supplier has performed the Work through installation as defined in Attachment A herein. FlexNet:The AMI system manufactured by Sensus Metering Systems. FlexNet Network Portal (FNP):Also referred to as a repeater. A pole-mounted unit with simple store and forward capability that communicates directly to a TGB. Force Maieure: Means an event that was unforeseeable at the time the Contract was executed and that is beyond the reasonable control of the Supplier and the City and includes but is not limited to: • Natural disasters declared by the Governor of Idaho or President of the United States, including but not limited to earthquakes. • Acts or omissions of any government entity acting within its governmental capacity. 6 • Fire or other casualty for which the Supplier or its Subcontractors and/or Suppliers are not responsible. • Quarantine or epidemic • Strike or defensive lockout • Unusually Severe Weather Conditions. Meter Transmitter: Also referred to as a transmitter unit, an endpoint, or a Sensus SmartPoint.The radio transmitter installed at a given meter location to transmit information from the meter register to the FlexNet system. Person: Includes individuals, associations,firms, companies, corporations, partnerships, and joint ventures. Proiect Manager:The individual designated by the City or the Supplier, as applicable,to manage the Work on a daily basis and who may represent the City or the Supplier respectively for Contract administration. Integration Specialist: Individual designated by Ferguson to work with Sensus,TruePoint Solutions, and the City of Meridian to integrate import/export files to facilitate the population of information into Sensus Analytics as well as provide files to facilitate the transfer of reads into Enhance for the purpose of providing water billing. Project Invoice: Invoice submitted by Supplier upon acceptance for equipment and services required for the installation and implementation of an AMI system. Proposal:The Supplier's direct proposal (cover letter dated January 21,2020)to the City and all submissions by the Supplier and Sensus Metering Systems in response to the City's RFP. Provide: Furnish without additional charge. Regional Network Interface (RNI): Equipment and Sensus'Analytics software used to gather, store, and report data collected from meter transmitters and TGBs that are part of the FlexNet system.The Analytics software operates on the RNI. Subcontractors:A subcontractor shall mean an individual, firm, partnership, or corporation having a contract, purchase order, or agreement with the Supplier, or with any Subcontractor of any tier for the performance of any part of the Contract. Unless otherwise stated herein,the term "Subcontractor(s)" includes, at every level and/or tier, all subcontractors, sub-consultants, suppliers, and materials men. The Supplier shall identify all Subcontractor's that the Supplier proposes to perform any portion of the Work which shall be subject to the City's prior written approval, such approval to be given in the City's sole discretion. Specifications: Any section of the Contract consisting of written descriptions of Services to be performed, or the Equipment to be provided or the technical requirements to be fulfilled under this Contract and the Contract Documents. Support Invoice: An Invoice submitted by the Supplier for RNI Support and Sensus Analytics Hosting services. Touch Coupler:An inductive coupler connection from a water meter register to the meter transmitter. 7 Tower Gateway Basestation (TGB):The hardware,firmware, and software installed at a tower site and used to communicate by radio with meter transmitters and the RNI. Unread Meter:Any available meter that is not read by the FlexNet system during a Billing Window. Work: Everything to be provided and done for the fulfillment of the Contract and shall include all Equipment, software, hardware, and services specified under this Contract, including Change Orders, also referred to as "Equipment and Implementation Services."The Supplier's Scope of Services is found at Attachment A. 8 SECTION 1 STANDARD CONTRACTUAL TERMS AND CONDITIONS 1.1. Contract Administration and Contract Assignment This Contract is between the City and the Supplier who shall be responsible for providing the Work described herein. The Supplier represents that it has or shall obtain all personnel, materials, and equipment required to perform Work hereunder, including but not limited to that set forth in the Scope of Services, attached as Attachment A. The Supplier's performance under this Contract shall be monitored and reviewed by the City. Reports and data required to be provided by the Supplier shall be timely delivered to the City. Questions by the Supplier or its Subcontractors regarding interpretation of the terms, provisions, and requirements of this Contract shall be addressed to the City for response. The City may purchase any supplemental units pursuant to the Pricing Matrix found in Attachment B. 1.2. Contract Changes At any time before completion and Final Acceptance of the Work,the City shall have the right to order in writing the omission or addition of Work, or order changes or alterations in the Work required to be performed by the Supplier, and reasonable deductions or increases shall be made in Contract Price for such omissions, additions, changes or alterations in the Work,time for completion or Contract Price; but no such omissions, additions, changes or alterations shall be made by the Supplier, or paid for by the City, unless and until authorized by the City in writing by Change Order. If the Supplier objects to or otherwise disagrees with such Changer Order,the Supplier shall so notify the City in writing within seven (7) days of the date of such modification, submitting with such notification a claim of equitable adjustment. If the Supplier fails to so notify the City as provided herein, such modification shall be final and accepted by the Supplier and shall become part of the Contract between the Parties. The City's failure to respond to Supplier's notification a claim of equitable adjustment within 10 days shall be deemed a denial and the Supplier may make a claim pursuant to Section 1.14. 1.3. Taxes, Licenses, and Certificate Requirements The Supplier agrees to comply with all applicable federal, state, and local laws, regulations, ordinances, including Idaho Code §§ 67-2359 and 67-2346, whereas the Supplier/Contractor hereby certifies: A.That Contractor is not currently owned or operated by the government of China and will not, for the duration of this Contract, be owned or operated by the government of China. B.That Contractor is not currently engaged in, and will not for the duration of the Contract engage in, a boycott of goods or services from Israel or territories under its control. 9 The Supplier agrees to promptly pay all obligations when due.The City may require certificates from federal, state, local, or private bodies showing that all obligations are current and not delinquent and, in the event the City is held liable to pay any such taxes or contributions,The Supplier agrees to supply the City with all records necessary to compute the same and to fully reimburse the City upon demand for the amount(including penalties and interest) paid by the City, and the City shall have the right to offset any amount so paid against any sums due the Supplier hereunder. 1.4 Termination for Default or Convenience A. Termination for Default 1. The City may terminate, without prejudice to any right or remedy of the City,the Work, or any part of it,for cause upon the occurrence of any one or more of the following events: a. The Supplier fails to prosecute the Work or any portion thereof with sufficient diligence to ensure Final Acceptance of the Work in a timely manner. b. The Supplier is adjudged bankrupt, makes a general assignment for the benefit of its creditors, or a receiver is appointed on account of its insolvency. c. The Supplier fails in a material way to repair, replace, or correct work not in conformance with the Contract. d. The Supplier fails to supply skilled workers, or proper services, materials, or equipment. e. The Supplier fails to make prompt payment to its employees or subcontractors. f. The Supplier materially disregards or fails to comply with laws, ordinances, rules, regulations, permits, easements, or orders of any public authority having jurisdiction. g. The Supplier fails to comply with all safety requirements. h. The Supplier is otherwise in material breach of any provision of the Contract. 2. If the City reasonably believes that one of the aforementioned events has occurred,the City will provide the Supplier with written notice of its "Intent to Terminate" the Contract for default, specifying within such notice the ground(s)for such termination. The City, at its option, shall require the Supplier, at the Supplier's sole expense,to either,within five (5) days of the date of notice of default (a) correct the deficiencies noted in the City's "Intent to Terminate"; or(b) provide the City with a corrective action plan as to how such deficiencies will be remedied or cured in a timely fashion. However, if after receipt of the proposed remedy,the City concludes that the Supplier has (a) failed or is unwilling to repair, replace, or correct the deficiencies, or(b)failed or is unwilling to provide a reasonable and satisfactory corrective action plan,the City shall thereafter have the right to terminate this Contract for default.The Supplier shall receive written notice of the termination. 3. Upon termination,the City may finish the Work by whatever reasonable method it deems expedient. 10 4. The Supplier shall be liable for all reasonable, direct, out-of-pocket costs, incurred by the City in completing and/or correcting the Work. 5. In the event of Termination for Default,the City shall only pay the Supplier for the Work successfully completed and accepted by the City prior to the date of termination.The City shall not be responsible for any other the Supplier costs, expenses, or damages including any consequential, special, or incidental damages or lost profits associated with the Contract. In no event shall the City reimburse the Supplier for any costs directly or indirectly related to the cause of this Termination for Default. 6. If, after Termination for Default, it is determined that the Supplier was not in default, the rights and obligations of the Parties will be the same as if the termination had been issued for the convenience of the City. B. Termination for Convenience 1. Upon written notice the City may terminate the Work, or any part of it,without prejudice to any right or remedy of the City, for the convenience of the City. Notwithstanding the forgoing to the contrary, City may not cancel, change, or modify a special order or nonstock product without the written consent of Supplier and payment by the City of all applicable cancellation or re-stocking fees. 2. If the City terminates the Work or any portion thereof for convenience,the Supplier may make a request for adjustment for: a. Reasonable direct costs for all Work completed prior to the effective date of the termination and not previously paid for by the City;the Supplier shall not be entitled to any other costs or damages; provided, in no event shall the total sum payable upon termination exceed the total Contract Price stated in Subsection 2.1, as reduced by prior payments. C. The Supplier's Obligations During Termination Unless the City directs otherwise, after receipt of a written notice of Termination for Default or Termination for Convenience,the Supplier shall promptly: 1. Stop performing Work on the date as specified in the notice of termination. 2. Place no further orders for materials, equipment, services, or facilities, except as may be necessary for completion of such portion of the Work not terminated. 3. Cancel all orders upon terms acceptable to the City,to the extent that they relate to the performance of Work terminated 4. Assign as specifically requested by the City all of the rights, title, and interest of the Supplier in all orders. 11 1.5 laws and Venue In the event that either Party shall bring a lawsuit or action related to or arising out of this Contract, such lawsuit or action shall be brought in the Superior Court, Ada County, Idaho.This Contract shall be governed by and construed and enforced in accordance with the laws of the State of Idaho. 1.6. Independent Status of the Supplier In the performance of this Contract, the Parties shall be acting in their individual, corporate, or governmental capacities and not as agents, employees, partners,joint ventures, or associates of one another.The Parties intend that an independent contractor relationship shall be created by this Contract.The employees or agents of one Party shall not be deemed or construed to be the employees or agents of the other Party for any purpose whatsoever.The Supplier shall not make any claim of right, privilege or benefit which would accrue to an employee against the City. 1.7. Non-disclosure of Data Data provided by the City either before or after the Effective Date of the Contract shall only be used for its intended purpose.The Supplier and Subcontractors shall not utilize nor distribute the City data in any form without the prior express written approval of the City. 1.8. Non-disclosure Obligation While performing the Work under this Contract,the Supplier may encounter personal information, licensed technology, software, documentation, drawings, schematics, manuals, data, and other materials described as "Confidential," "Proprietary," or"Business Secret."The Supplier or its Subcontractors shall not disclose or publish the information and material received or used in performance of this Contract.This obligation is perpetual and shall survive the termination of the Contract. The Contract imposes no obligation upon the Supplier with respect to confidential information which the Supplier can establish that: (i) was in the possession of, or was rightfully known by the Supplier without an obligation to maintain its confidentiality prior to receipt from the City or a third party; (ii) is or becomes generally known to the public without violation of this Contract; (iii) is obtained by the Supplier in good faith from a third party having the right to disclose it without an obligation of confidentiality; or, (iv) is independently developed by the Supplier without the participation of individuals who have had access to the City's or the third party's confidential information. If the Supplier is required by law to disclose confidential information, the Supplier shall notify the City of such requirement at least ten (10) days prior to disclosure. 1.9. Public Disclosure Requests The Contract Documents shall be considered public documents and, with exceptions provided under the Idaho Public Records Act, shall be available for inspection and copying by the public. If the Supplier considers any portion of the Work, including software, data, and related materials, delivered to the City to be protected under the law,the Supplier shall clearly identify each such item with words such as "CONFIDENTIAL," PROPRIETARY," or"BUSINESS SECRET." If a 12 request is made for disclosure of such item,the City shall determine whether the material should be made available under the law. If the material or parts thereof are determined by the City to be exempt from public disclosure,the City shall not release the exempted documents. If the material is not exempt from public disclosure law, or the City is not in the position to make such a determination,the City shall notify the Supplier of the request and allow the Supplier five (5) days to take whatever action it deems necessary to protect its interests. If the Supplier fails or neglects to take such action within said period, the City may release the item(s) at issue. By signing this Contract,the Supplier agrees to the procedure outlined in this Subsection and shall have no claim against the City on account of actions taken under such procedure. 1.10. No Prototype Components All equipment and materials furnished under this Contract shall be in production and be used by customers comparable to the City at the time of the Contract Effective Date.Test or prototype items shall be clearly identified as such and shall be subject to rejection by the City. A sufficient inventory of Equipment shall be available to meet delivery requirements. 1.11. Changed Requirements New Federal, State, and City laws, regulations, ordinances, policies and administrative practices may be established after the Effective Date of this Contract and may apply to this Contract.To achieve compliance with changing requirements, the Supplier agrees to accept all changed requirements that apply to this Contract and require Subcontractors to comply with revised requirements as well. If the Supplier believes such changes entitle it to a change in Contract Price or Contract Time, it shall submit a Change Order request to the City in compliance with Subsection 1.2 Contract Changes. 1.12. Assignment Supplier Non-assignment.The Supplier shall not assign any interest, obligation or benefit under or in this Contract or transfer any interest in the same,whether by assignment or novation, without prior written consent of the City, the granting of said consent being in the City's sole discretion. 1.13. Indemnification and Hold Harmless A. Supplier's Obligations 1. The Supplier shall indemnify and hold harmless the City, its elected and appointed officials, officers, employees, and agents from and against all third-party claims, damages, losses and expenses, including costs of defense as defined herein, arising out of or resulting from the performance of the Work, and shall, after reasonable notice, defend and pay the expense of defending any suit, and will pay any judgment, provided that any such claim, damage, loss or expense (1) is attributable to bodily injury, sickness, disease or death, or to injury to or destruction of tangible property, including the loss of use resulting therefrom; and (2) is caused in whole or in part by any negligent act or omission of the Supplier, any subcontractor, anyone directly or indirectly employed or retained by any of them or anyone for whose acts any of them may be liable. 13 2. In any and all claims against the City or any of its officers, agents or employees by any employee of the Supplier, any subcontractor, anyone directly or indirectly employed by any one of them or anyone for whose acts any of them may be liable,the indemnification obligation under this article shall not be limited in any way by benefits payable by or for the Supplier or any subcontractor under Workmen's compensation acts, disability benefit acts or other employee benefit acts. 3. Should a court of competent jurisdiction determine that this Agreement is subject to, then, in the event of liability for damages arising out of bodily injury to persons or damages to property caused by or resulting from the concurrent negligence of the Supplier and the City, its members, officers, employees and agents,the Supplier's liability hereunder shall be only to the extent of the Supplier's negligence. It is further specifically and expressly understood that the indemnification provided herein constitutes Supplier's waiver of immunity under industrial insurance, solely for the purposes of this indemnification.This waiver has been mutually negotiated by the parties. 1.14. Disputes, Claims and Appeals The Supplier shall address questions or claims (other than a request for equitable adjustment) regarding the Contract in writing to the City,within ten (10) days of the date in which the Supplier knows or should know of the question or claim (including any denial of request for equitable adjustment). No claim by the Supplier shall be allowed if asserted after final payment under this Contract. No claim shall be allowed for any costs incurred more than ten (10) days before the Supplier gives written notice, as required in this section.The City shall ordinarily respond to the Supplier in writing with a decision, but absent such written response,the questions or claim shall be deemed denied upon the tenth (10th) day following receipt by the City. Discussion between the Supplier and City after the time period for notification of claim has expired shall not waive the ten (10) day requirement in this Subsection. Pending final decision of a dispute hereunder,the Supplier shall proceed diligently with the performance of the Contract and in accordance with the direction of the City. Complying with the procedures set forth herein are a prerequisite to filing any lawsuit by the Supplier against the City. Failure to comply precisely with the time deadlines under this Subsection as to any claim shall operate as a waiver and release of that claim and an acknowledgement of prejudice to the City. 1.15. Severability Should any provision of this Contract now or at any time during the term hereof be in conflict with any federal, state, or municipal law, regulation or the like, or any applicable judicial decision,then such provision shall continue in full effect only to the extent permitted. In the event any provision of this Contract is thus held inoperative or unenforceable,the remaining provisions of this Contract shall nevertheless remain in full force and effect. 14 1.16. Nonwaiver of Breach A waiver by the City of any breach or violation by Supplier of any provision of the Contract shall not constitute a waiver of any further or additional breach of such provision or of any other provision. No provision of this Contract may be waived by Supplier except with written notice to the City.This Contract may only be amended by a Change Order signed by both Parties. 1.17. Patents, Royalties and AMI Supplier's Infringement Indemnity The Supplier is responsible for paying all license fees, royalties, or the costs of defending claims for the infringement of any intellectual property that may be used in performing this Contract. Before final payment is made on this Contract,the Supplier shall, if requested by the City, furnish acceptable proof of a proper release from all such fees or claims. Supplier's Infringement Indemnity. Unless the materials were produced based upon City's specifications, Supplier shall indemnify and hold the City harmless from and against any and all third-party suits, actions, losses, damages, claims or liability of any type of character, type or description, including, but not limited to, all expenses of litigation, court costs and attorneys' fees, based upon any claim of infringement of any patent or other license or intellectual property right (whether by way of trademark or otherwise) resulting directly or indirectly from the manufacture,sale, supply or importation of the parts and components or their use. Supplier agrees to notify the City as soon as reasonably possible of any material matters with respect to which the foregoing indemnity is likely to apply and of which the Supplier has actual knowledge. If notified in writing of any action or claim for which the Supplier may be liable to provide indemnity,the Supplier shall, without limitation, defend (subject to reasonable consultation with the City) such action or claim at Supplier's expense and pay the cost and damages and attorneys'fees awarded against the City in such action or claim; provided, however,that the Supplier shall have the reasonable right to control the defense and settlement of all such actions or claims,which settlement shall be subject to the consent of the City if applicable, not to be unreasonably withheld. Indemnification pursuant to this provision shall not be predicated on the City having made payment on any such claim.The obligations of this Subsection 1.18 shall survive Contract completion or termination and/or assignment of this Contract. Supplier grants the City a royalty-free irrevocable non-exclusive license to use the technologies provided and contained in the materials furnished for the relevant Advanced Metering Infrastructure Reading System project. 1.18. Patents, Copyrights and Rights in Data Any patentable result or materials suitable for copyright arising out of this Contract shall be owned and retained by the City excluding improvements to Supplier's own previously patented and copyrighted items, which shall and do remain the sole and exclusive property of the Supplier.The City in its sole discretion shall determine whether it is in the public's interest to release or make available any patent or copyright. The Supplier agrees that the City shall own any plans, drawing, designs, scope of Work, computer programs, technical reports, operating manuals, calculations, notes and other Work 15 submitted, or which is specified to be delivered under this Contract, whether or not complete (referred to in this Subsection as "Subject Data"). Notwithstanding the above, nothing in this Contract transfers any right, title or interest in or to any previously patented or copyrighted items of the Supplier to the City or any other party. The Supplier shall ensure that the substance of foregoing Subsections is included in each subcontract for the Work under this Contract. 16 SECTION 2 ADDITIONAL CONTRACT TERMS AND CONDITIONS 2.1. Execution of the Contract and Total Price A. The documents constituting the Contract between the City and the Supplier are intended to be complementary so that what is required by anyone of them shall be as binding as if called for by all of them. In the event of any conflicting provisions or requirements within the several parts of the Contract Documents,they shall take precedence as listed on the Contract Form.The date the Contract Form is countersigned by the City is the Contract Effective Date. No other act of the City shall constitute Contract award.After Contract award,the City shall issue a "Notice to Proceed" detailing the Work to be performed.The Contract Price shall not be adjusted unless authorized by a Change Order in accordance with Subsection 1.2 Contract Changes. B. Equipment and Services may be purchased at the City's option based on the unit prices set forth in Attachment B. C. The Contract may be executed in two counterparts, each of which shall be deemed an original and which shall together constitute one Contract. D. Cooperative purchase by other governmental or municipal agencies shall only be allowed in compliance with and the execution of an Intergovernmental Cooperative Purchasing Agreement as appropriate. 2.2. Contract Term and Notice to Proceed A. The term of this Contract shall commence on the Effective Date of the Contract and, unless terminated earlier at the City's discretion pursuant to the provisions of Subsection 1.4, shall terminate in ten (10) years. B. Notice(s)to Proceed shall be issued referencing this Contract. Notices to Proceed shall define and authorize the Work by the Supplier based on the Work contained in Attachment A.The Notice(s) to Proceed issued by the City may confirm duly executed Change Orders to the Contract terms,funding or other matters subject to Subsection 1.2, Contract Changes. The Supplier shall commence the Work upon receipt of the Notice to Proceed and shall diligently prosecute the same in conformity with the Contract Schedule, which the City may change from time to time for any reason. 2.3. Notices All notices or Documentation required or provided pursuant to this Contract shall be in writing and shall be deemed duly given when delivered to the addresses first set forth below. 17 City of Meridian Ferguson Enterprises, LLC Dennis Teller,Water Superintendent Tammy Rogers, CAPM Project Manager 2235 NW 8tn St. 9129 N Tyndall Ave Meridian, ID 83646 Portland, OR 97217 Phone: (208) 888-5242 Phone: (503) 209-4902 Email: dteller@meridiancity.org Email: tammy.rogers@ferguson.com 2.4. Invoices A. Project Invoices will be submitted monthly for the portion of work completed will be due 30 days from receipt. B. Support invoices will be billed on October one (1) of each year, due thirty (30) days from receipt. Support will include RNI Support and Sensus Analytics Hosting. See Attachment B for Pricing Index, Attachment C for General Equipment Warranty,Attachment D for System Performance Warranty,Attachment E for Service SaaS Agreement,Attachment F for Software Maintenance Agreement,Attachment G for Ferguson VAR Support. 2.5. Pricing Prices for Equipment and Implementation Services furnished under this Contract shall remain firm through December 31, 2024. Software support fees to remain firm and not exceed listed per service connection cost for a period of ten (10)years from the execution of this Contract. Annual software support pricing to be determined by annual service connection count defined in Attachment A"Summary of Work" and calculated accordingly by Pricing Matrix; Attachment B. 2.6. Shipping All prices shall include freight FOB to the delivery point(s) designated by the City.The City shall reject requests for additional compensation for freight charges. 2.7. Direct Costs Related to Additional Work All direct costs for additional work, if any, performed by the Supplier at the City's request, and included in a Change Order, shall be billed at cost and in accordance with subparagraph 2.5 above. 2.8. Warranty Provisions A. Warranty Applicable to Third Party Suppliers,AMI Manufacturer, Distributors and Subcontractors.The full manufacturer's warranty and service obligations, if any, shall be for the benefit of the City. With respect to the underlying products,the City's sole and exclusive warranty is that provided by the products' manufacturer.The Supplier shall cooperate with 18 the City in facilitating warranty related work by such suppliers, AMI manufacturer, distributors. SELLER HEREBY DISCLAIMS ALL EXPRESSED OR IMPLIED WARRANTIES,WHETHER IMPLIED BY OPERATION OF LAW OR OTHERWISE, INCLUDING, WITHOUT LIMITATION,ALL IMPLIED WARRANTIES OF MERCHANTABILITYAND FITNESS OR FITNESS FOR A PARTICULAR PURPOSE. UNDER NO CIRCUMSTANCES, AND IN NO EVENT,WILL SELLER BE LIABLE FOR PERSONAL INJURY OR PROPERTY DAMAGE OR ANY OTHER LOSS, DAMAGE, COST OF REPAIRS OR INCIDENTAL, PUNITIVE, SPECIAL OR CONSEQUENTIAL DAMAGES RELATED TO THE UNDERLYING PRODUCTS PROVIDED. B. Installation Warranty. For those goods installed by the Supplier, if any,for a period of one (1)year from the date of installation,Supplier warrants that the installation services shall be performed in a professional and workmanlike manner and in accordance with manufacturer's installation instructions and local code requirements. Upon receipt of notice from the City that installation services were not performed in accordance with the warranty herein, Supplier shall re-perform the services to the City's satisfaction.The foregoing shall not apply if there is evidence of abuse or misuse by the City or any third party. 2.9. Express Warranties for Implementation Services A. The Supplier warrants that the Implementation Services shall in all material respects conform to the requirements of this Contract. B. The Supplier warrants that qualified, professional personnel with in-depth knowledge shall perform the Implementation Services in a timely and professional manner, and that the Implementation Services shall conform to the standards generally observed in the industry for similar Implementation Services. C. The Supplier warrants that the Implementation Services shall follow all applicable laws, rules, and regulations. 2.10. Equipment Warranty For the specific terms of the Equipment Warranty, see Attachment C incorporated herein as if fully set forth. Sensus AMI System Performance Warranty, see Attachment D incorporated herein as fully set forth. In addition, Software as a Service (SaaS)Agreement in attachment E. 19 ATTACHMENT"A" SCOPE OF SERVICES Background During Phase one,which was completed prior to the execution of this Contract, Sensus installed and implemented a Pilot AMI System and corresponding Meter Transmitters to monitor approximately 7,000 Sensus Iperl meters. Phase two will include the City purchasing a second and subsequent third base station under its own cost. Under this Contract, Ferguson shall complete the installation and commissioning of said Base Station/s and complete integration between TruePoint Solutions and Sensus Analytics. Summary of Work This project includes work and equipment required to implement an Advanced Metering Reading(AMI) System, as set forth in detail in the Proposal.This includes the following components: 1) Furnish and install FlexNet AMI system/s, provided by Sensus Metering Systems. 2) Furnish Tower Gateway BaseStation/s (TGBs) with all related hardware, cabling, and antenna. 3) Furnish and install the backhaul communication system capable of transferring data from the TGBs to the RNI. 4) Furnish and install data hosting capabilities. See Attachment F—Software Maintenance Agreement. 5) Provide technical and installation support to the City during deployment. 6) Provide training sufficient to enable City personnel to operate and maintain the system. The Supplier will test and ensure AMI system operation and connectivity are operationally ready and functioning reliably to ensure system coverage and data collection warranties are met as determined by Propagation study. Provide backup documentation of work products as appropriate to adequately record the Supplier's work, including assumptions made, regulation interpretations, methodology used, calculations, rationale supporting recommendations, and meeting or conversation records. Standards for the design deliverables will be as determined by the City. The Supplier shall: 1. Provide a project manager to support all Sensus FlexNet installation activities with the City and be the main contact point between the Supplier and the City during system deployment.The project manager will also coordinate all installation activities with the Sensus field engineers. 2. Provide the City access to RNI Launch Pad in the cloud. Provide training to operate the software and manage the RNI to identified personnel at the City's location. 3. Furnish and install a Modem that is compatible with a cellular provider of the City's choice. 20 4.. Furnish and install the communications link between the RNI and TGBs. Test the RNI and verify proper network connectivity to access the TGBs 5.. Set up the software application to export billing data from Analytics to a file that can be imported to the City's billing system. 6. Provide historical data files on an annual basis in a format approved by the City. The City shall: 1. Provide a main point of contact and contact information for project management activities to work with the Supplier project manager to help facilitate timely installation of the FlexNet system. 2. Acquire and maintain cellular contract for modems for the life of the system. 3. Pay annual fee hosting fee per proposal attached herein. Cost based on current service connection count on September 30th annually that are associated with the network access for all service sites where network access is available and operational as deemed by AMI System connectivity warranty. 4. Allow a minimum of thirty(30) days from the time the TGB is installed,the RNI is built, and Sensus Analytics is fully integrated with TruePoint Solutions to begin pulling reads for the purpose of billing. TGB Site Responsibilities The Supplier shall: 1. Provide the TGBs and antennas specified by Sensus that are sufficient to receive meter data and provide the meter data to the RNI. 2. Provide all bracketing needed to mount the antennas to the top of wood poles and existing tower structures. 3. Provide all strapping hardware needed to run the data and power cables from the base of the TGB sites to the antennas. 4. Connect to a ground field to properly ground the TGB and antenna equipment. 5. Install M400 Basestation to City provided structure at a site approved by Propagation process. 6. Mount a DB589-Y Omni antenna at a height no less than 100' per Propagation study. See Attachment H for Propagation Study 7. Connect to a ground field to properly ground the TGB, lightning protection, and antenna equipment per M400B installation guidelines. 8. Connect to a 120VAC power source at each TGB site from which the Supplier shall convey power to the TGB. 21 The City shall: 1. Provide a 120 VAC Power source to a 30 Amp circuit. 2. Apply for, pay for, and obtain any needed land use permits. 3. Provide backhaul service, either Fiber or carrier provider. Miscellaneous Responsibilities The Supplier shall: 1. Provide up to two (2) eight-hour days of training. Charges for additional days are displayed in Attachment B—Pricing Matrix. 2. Pay all applicable sales taxes. (When invoicing for Contract items,the Supplier shall list the applicable sales taxes separately from the price of the items on the invoice.) General Assumptions and Notes: 1. City: a. The City will purchase all required material for, and assist with the installation of,the additional base station/s. b. The City will continue to install and maintain meters and Smartpoints. 2. Ferguson: a. Ferguson will engage a contractor and provide the installation of additional base station/s. b. Ferguson will follow all Sensus guidelines when installing Basestation(s). c. Ferguson will provide basic VAR support as outlined in Attachment G.Additional support services are available upon request. 3. Sensus a. Support is outlined in the SaaS agreement in Attachment E. b. Two (2)years of data will be stored with the option to purchase an additional five (5)years. 22 ATTACHMENT"B" PRICING MATRIX Initial Deployment Sensus M400 TGB Collector $23,175.00 Omni Antenna $2,250.00 Installation of Base Station and Antenna $12,500.00 Project Management $5,500.00 RNI 4.X Onsite Training $6,250.00 Sensus Analytic Training $2,500.00 Sa Basic Integration to CIS $8,200.00 Total $60,375.00 *Additional base station installations required beyond original scope of agreement communication coverage area (Identified within attached Sensus propagation study)to be scoped separately and pricing provided at the time of request. Annual Support Fees **Endpoint Qty RNI SaaS Fee Sensus Analytic Fee Total Support price Per Service Hosting/Annual 20,409 $27,578.75 $22,030.00 $49,608.75 $2.76 20,410-22,000 $32,960.00 $26,366.25 $59,326.25 $2.70 22,001-26,000 $35,606.25 $30,782.50 $66,388.75 $2.55 26,001-30,000 $41,961.25 $35,298.75 $77,260.00 $2.58 30,001-34,000 $46,483.75 $40,057.50 $86,541.25 $2.55 34,001-34,720 $49,572.50 $42,060.00 $91,632.50 $2.64 34,721-39,658 $51,248.75 $44,163.75 $95,412.50 $2.41 39,659-42,830 $53,811.25 $46,372.50 $100,183.75 $2.34 42,831-47,000 $56,501.25 $48,690.00 $105,191.25 $2.24 47,001-52,000 $59,326.25 $51,125.00 $110,451.25 $2.12 * Annual Support Fees'subject to change.Support Fees to be updated at maximum,once annually on this form and provided to City by January 1 for implementation no earlier than Oct 1 of same calendar year. Fee's subject to 3% pricing annual escalation if the total endpoint count remains in range threshold from previous year. ** Endpoint Quantity Determination/Billed amount determined October 1 annually based on most current count current endpoints collected by City's AMI System capable of relaying/providing reliable and accurate two-way transmissions within a consecutive three (3)day read collection window.This calculation is to be based on the calculation and definition of Available Endpoints in Attachment"D"System Performance Warranty. 23 This page intentionally blank 24 ATTACHMENT"C" GENERAL WARRANTY 25 This page intentionally blank 26 Sensus Limited Warranty G-500R23 1.General Product Coverage. Unless otherwise provided herein,Sensus USA Inc. Stnelud Electronic Register+— 20 years' ('Sensus')warrants Its products and pans to be free front defects In material and Sensusw Smart Gateway Sensor Interface lyaar° waskmansh)p for one(1)year from the date of Sensus shipment and as set forth below. All products are sold to customer("Customer")pursuant to Sensus'Terms of Sate,avail- SmartPolnt'510Ml520M1515Mr512M Modules and Batteries 20 yeah able al:sensus.comrfC('Terms of Sale'. 2.SR Its and accuSTREAMm 510",314"&1"Meters are warranted to perform to new 11.ally®Meter Batteries and Components,Including SmanPolnt SJGM1520M Modules meter accuracy level set forth in the SR II and accuSTREAM Dale Sheets available at are warranted to be free from defects in material and workmanship from the Date of sensus.com for five(5)years from the data of Sensus shipment or until the registration Installation,as dolined In SectEon 3,for the penod stated below: shown below, whichever occurs first. Sensus further warrants that the SR II and —xi STREAM meters will perform to at least AVNA'A Repaired Meter Accuracy Batteries 15 years" Standards for fifteen(15)years from the date of Sensus shipment or until the registration Sensors _ 5 years shown below,whichever occurs first: Valve&Gear Moller 5 years' New Meter Accuracy Repair Meter Accuracy_ SmanPoint 510M1520M Modules and Batteries In service Wally 15 years` SM'SR I I Meter and 500,000 gallons 1,500 000 gallons accuSTREAM Meter a14"SR 11TR MetAM Mete 760,000 gallons 2.250.000 gallons ' Sensusvl�ll repair orraplaee non-perfomvng: arxztSTRFJ4M Meter 1'SR II Meter and IPERL System Ballades,.,Nor the IPERL System powtube.the pow sensinb and dada processing 0Q 1,0000gallons 3,000,ODOgallons amambHos,and[he register(-dP m EALSyslacom ms'pone )Wthhourymads, accuSTREAM Meter . SmartPoinl 510M1520M?5l5W1512M•PLS Modules (cen0gured to the factory setting of sIx vanerm'sslons per day under normal system operation of up M one demand read to each SmadPoinl 3.allye Meters that register water flow are warranted to perform to the accuracy level Module per mends aad up to five firt—aaeo downloads during the life of the pruducti and batiedes, set forth in the a;1y Data Sheet available at sensus.00m far fifteen(15)years from the unless the smartPolnl 61OWS20M Module Is ever paired cater an aly Meter, which event Dale of Installation,but no longer than sixteen(16)years from dale of manufacture,not imreediatey amends the wananly terms to Dose descabed in Sechan 11; Including the meters sensors,valve,and gear molar,which are warranted under at no cast forth•first fifteen(151 years Fmm the date of Sensus shipment,and for the remaining Two(5) different[arms desuIt ed below-As used herein,"Dot©of tn9[allatinn7 moans the data years at a pwreted percentage,applied tpwrards the published dial price in effect for the year the product after which the ally Meter has been out of empty pipe for seven(7)consecutive days,as is accepted by Sensus under the warrany conddions aucanfing to the following sutiedule: [hose days are measured by the ally Meter and stared In the meter's nonvolatile Years Replacameni Price memory. 1-15 0% 4.iPERLe Meters that register water flow are warranted to perform to the accuracy 10 30% levels set forth In the IPERL Dole Sheet available at sensus.com for twenty(20)years tt 4o1s from the date of Sensus shipment. The IPERL System Component warmnly does not Include the external housing. 18 50% 5.SR II maincases are warranted to be Tree from detects in material and workmanship is m% for twenty-five(25)years from the date of Sensus shipment.accuSTREAM maincases 20 70% will be free tram defects in material and workmanship for fifteen(15)years From the dale of Sensus shipment- >20 100% 6.Sensus 0MNI`Meters and Propeller Meters are warranted to perform to as set forth In OMNI and Propeller data shoats for one(1)year from the date of Sensus $ansus wi3l repair or replace non-performng t>ensus Eleclrenic Regislert with howdy reads Tor the first shipment. ten(10)years from the date of Sensus shipment,and for the remaining ten(10)years,al a prommd 7.Sensus accuMAG"and Hydroverse-Meters are warranted to be free from defects percentage,applied towards the published 11st pdres In affect forth.yearpmduct k.emptied by In material end workmanship,under normal use and service,for 16 months from the Sensus under warranty canditans according to the following schedule: date or Sensus shipment or 12 months from startup,whichever occurs first. Years i Replacemenl Pd- Years Repfaea rim Pd. 8, Sensus Registers are warranted to be free from derects in material and t--1a a% to 561s workmanship from the date of Sensus shipment for the periods stated below or until the 11 3o1i 17 0% applicable registration for AWJVA Repaired Meter Accuracy Standards, as set forth tip �43516 to 65% Minus,are surpassed,whichever occurs irsl7 13 40% 19 70% 518"thm 1"SR II,accuSTRFAM Standard Registers 25 years 14 4545 20 75% 518"[hru 1"SR II,accuSTREAM Encoder Registers 10 Yeats 15 50% s2e toot': All HSPU,IMP Conlaclor,R,E.R,Elea,ROM 1 year Standard and Encoder Registers for Propeller Meters 1 year OMNI and OMNI,Registers With Battery 10 years s Sensus®Smart Gateway Sensor lnlerfai—many valid only lot analog Meter Sample Rates of four 9.Sensus Electric and Gas Meters are warranted pursuant to the General Limited times per hourwith a Standard Tranmail Rate ofhoudy orgmalerfarths analog channel(s), Warranty available at sensus.oamlTC, c If appli.bfs,any SaortPonl5lOWS20M Modules ever paired with an ally Meter are wanamted with Iha foJI—ing Irritations: 10. Batteries, IPERL System Components, AMR arid Fte%Nat°communication . When configured to the default dmstaddaldan s.1[ingofsix easselssdeos of mehclegy and pressure per Network AMI Interface Devices are warranted to he free from defects in material and day and one update of temperature per day,ice 8marsPodnt is warranted to perform up to(-we(5) workmanship from the date of Sensus shipment for the padod stated below: fimtware upgrades for the S—,IPomt Maduie and up Io Rae(5)11—re upgrades for Ole aAy MNer, Electronic TouchPad 10years 25000pemtional Carnrnands,where'Cpembonel Commands'Include on demand reads(such as can—ldi.n,pressure,lemperature).en airy valve eommand,or a configuration cammend;and Act-Pak'Romota Monitoring Instruments 1 year . 15 Olagnostic Commands,vhlch Includes two-w®ycammum-11 ns tests and installations Gas SmaftPointe Modules and Batteries 20 years' for met t ten(10)years from Date of Installation at no cost.For the remaining Fwa(5)years,customer 0500 series Hand-Held Device 2 years Wit pay the reduced Replacement Pore of the thencurtenl Es[price In effect at the lime the product is Vehicle Gateway Base Station(NAG El)and other AMR Equipment 1 year accepted ter rawer in accerdaece yids fire rm0e siog sehadata� EasyLlnk Reader 1 Year years Replacement Pd. Years Replacement Price CPTPIDO 20 Years' 1-10 0% 14 65% FlexNet Base Station(Including the R100NA and M400 products) 1 year tit 35% 15 75% RM4180 1Year 12 45% --- a16 foc% IPERL System Battery and FPERL System Components 20 years' 13 55% ' Sensus vri0 repair of repMCR nompedomting Gas SmadPvint Modules[canfiguredto Iha factory ' NoNndhstan�rg the foregoing valve and gear motor component.of a!y Metiers are not warranled selling of Sdktransmt�lens per day under normal syslamoperanon of up to one demand read to beyond two thousand(2000)Verve$hrle aterattans,oven P me odjur fry period provided Mot herein has each Emadpoinl Module permonth and uplo five ftmmvam domigeds during the life ofthe product) rat yet expired-As used herein,W.N.Stale Operations means adjuslmenis of the Meter to open, batteries. Close,or reduce Dow. and ' Sensus vAll repair or replays non-performing CPTPI00 modules{mnfgumd at factory seling of four transmissions per day under nommal system operations of up to one demand read per month and up to five aernxare downioads during the life of the product)and batteries. 037 Davis Drive Morrisville,NC 27550 s E n 5 u 5 1.800.638-3748 a xylem brand 27 12.IPERL and ally Connectors and Cables are warranted to be free from defects in (COLLECTIVELY'CAUSES OF ACTION-)SHALL NOT EXCEED THE TOTAL AMOUNT materials and workmanship,under normal use and service,for ten(101 years from the PAID BY CUSTOMER TO SENSUS UNDER THIS AGREE MIN I THIS IS SO WHETHER dale or Sensus shipment.Moor or I1ron connectors included with a Sensus product are THE CAUSES OF ACTION ARE IN TORT, INCLUDING, WITHOUT LIMITATION, warranted according to the lemts for Third-Party Devices in Section 13, NEGLIGENCE OR STRICT LIABILITY, IN CONTRACT, UNDER STATUTE OR OTHERWISE- 13. Third-Party Devices are warranted to be free from detects in materials and AS A SEPARATE AND INDEPENDENT LIMITATION ON LIABILITY,SENSUS'LIABILITY workmanship,under normal use and service,for one(1)year from the date Sensus SHALL BE LIMITED TO DIRECT DAMAGES. SENSUS SHALL NOT BE LIABLE FOR:(y shipment.As used in this Sensus Limited Warranty."Third Party Devices'means ans any product,device,or component part used with a Sensus product that is manufactured or ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES; NOR(II) sold by any party that is nal Sonsus.Failure of a Third Party Device which subsequently ANY REVENUE OR PROFITS LOST BY CUSTOMER OR ITS AFFILIATES FROM ANY causes failure to a Sensus device shall be the responsibility of the manufacturer of the END USER'S),IRRESPECTIVE OF WHETHER SUCH LOST REVENUE OR PROFITS IS Third Party Device. CATEGORIZED AS DIRECT DAMAGES OR OTHERWISE; NOR (III) ANY INIOUT COSTS; NOR (IV) MANUAL METER READ COSTS AND EXPENSES; NOR M 14 Software.Software supplied and/or licensed by Sensus Is supported according to DAMAGES ARISING FROM MAINCASE OR BOTTOM PLATE BREAKAGE CAUSED BY the terns of the applicable software license or usage agreement.Sensus warrants that FREEZING TERMPERATURES, WATER HAMMER CONDITIONS. OR EXCESSIVE any network and monitoring services shall be performed In a professional and WATER PRESSURE. 'IWOUT COSTS' MEANS ANY COSTS AND EXPENSES workmanitke manner. INCURRED BY CUSTOMER IN TRANSPORTING GOODS BETWEEN ITS WAREHOUSE AND ITS END USER'S PREMISES AND ANY COSTS AND EXPENSES INCURRED BY 15.Return.Sensus'obligation,and Customer's exclusive remedy,under this Sensus CUSTOMER IN INSTALLING,UNINSTALLING AND REMOVING GOODS. 'END USER- Limited Warranty is, at Sensus' option, to either O repair or replace the product, MEANS ANY END USER OF ELECTRICITYANATERIGAS THAT PAYS CUSTOMER FOR provided the Customer(a)returns the product to the location designated by Sonsus THE CONSUMPTION OF ELECTRIGTYIWATERIGAS,AS APPLICABLE. within the warranty period;and(b)prepays the freight costs both to and from such location;or(ii)deliver replacement components to the Customer,provided the Customer The limitations on liability set forth in this Agreement are fundamental inducements to installs,at its test,such components in or on the product(as instructed by Sensus), Sensus entering into this Agreement.They apply unconditionally and in all respects. They provided.that If Sensus requests,the Customer(a)returns the product to the location are to be interpreted broadly so as to give Sensus the maximum protection permitted under designated by Sensus within the warranty pednd;and(h)prepays the freight costs bath law, to and from such location.In ail cases,If Customer does not return the product within the lime period des)gnated by Sensus.Sensus vAll invoice,and Customer will pay within ihlrly days of the Involee dale, for fhe cast of the replacement product and/or components, The return of products for warranty chinos most follow Sensus'Returned Materials Authorization IRMA)procedures.Water molar returns must include documentation of the Customers test results. Test results must be obtained according to AWWA standards and muss specify the meter serial number. The test results wilt not he valid if the meter is found to contain foreign materials. If Customer chooses not to test a Sensus water meter prior to returning it to Sensus.Sensus will repair or replace the meter,at Sensus'option,after the meter has been tested by Sensus.The Customer will be charged Sensus'then current testing fee.All product must be returned In acoordarice with the RMA process. For all returns,Sensus reserves the right to request meter read- ing records by serial number to validate warranty claims. For products[hat have become discontinued or obsolete("Obsolele Product',Sensus may,at its discretion,replace such Obsolete Product with a different product model ('New Product"),provided that the New Product has substantially similar features as the Obsolete Product. The Now Product shag be warranted as set forth in this Sensus Limited Warranty, THIS SECTION 15 SETS FORTH CUSTOMER'S SOLE REMEDY FOR THE FAILURE OF THE PRODUCTS,SERVICES OR LICENSED SOFTWARE TO CONFORM TO THEIR RESPECTIVE WARRANTIES. 16.Warranty Exceptions and No Implied Warranties. This Sensus Limited Warranty does not Include costs for removal or Imslallallon of products,or costs for replacement labor or maledafs,which are(he responsibility of the Customer. The warranties in this Sensus Limited Warranty do not apply to and Sensus has no riablilly for goods that have been:installed Improperly or In non-recommended installations;installed to a socket that is not functional,or is not In sale operating condition,or is damaged,or is in need of repair; tampered with;modified or repaired with parts or assemblies not certified in writing by Sensus, including without Ilmilation,communication pads and assemblies; impropedy modified or repaired (Including as a result of modlficahoms required by Sensus);converted;altered;damaged;read by equipment not approved by Sensus;for water meters,used with substances other than water,used with non-potable water,or used with water that contains dirt,debits,deposits,or other Impurities;subjecled to misuse,Improper-storagr„improper care.Improper maintenance,or improper periodic testing (collectively, 'Exceptions.'). If Sensus identifies any Exceptions during examination,troubleshooting or performing any typo of support on behalf of Customer, then Customer shall pay for and/or reimburse Sensus for all expenses incurred by Sensus in examining, troubleshooting, performing support activities, repairing or replacing any Equipment that satisfies any of the Exceptions defined above. The above warranties do not apply in the event of Force Majeure,as defined in the Terms of Sale. THE WARRANTIES SET FORTH IN THIS SENSUS LIMITED WARRANTY ARE THE ONLY WARRANTIES GIVEN WITH RESPECT TO THE GOODS, SOFTWARE, SOFTWARE LICENSES AND SERVICES SOLD OR OTHERWISE PROVIDED BY SENSUS, SENSUS EXPRESSLY DISCLAIMS ANY AND ALL OTHER REPRESENTATIONS, WARRANTIES, CONDITIONS, EXPRESSED, IMPLIED, STATUTORY OR OTHERWISE,REGARDING ANY MATTER IN CONNECTION WITH THIS SENSUS LIMITED WARRANTY OR WITH THE TERMS OF SALE,INCLUDING WITHOUT LIMITATION, WARRANTIES AS TO FITNESS FOR A PARTICULAR PURPOSE,MERCHANTABILITY,NON-INFRINGEMENT AND TITLE. SENSUS ASSUMES NO LIABILITY FOR COSTS OR EXPENSES ASSOCIATED WITH LOST REVENUE OR WITH THE REMOVAL OR INSTALLATION OF EQUIPMENT. THE FOREGOING REMEDIES ARE CUSTOMER'S SOLE AND EXCLUSIVE REMEDIES FOR THE FAILURE OF EQUIPMENT, LICENSED SOFTWARE OR SOFTWARE SERVICES,AND OTHER SERVICES TO CONFORM TO THEIR RESPECTIVE WARRANTIES. 17. 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 637 Davis Drive —_ Morrisville,NG 27560 S E n s u 5 1-BOO-636-3746 a xylem lxancJ 28 ATTACHMENT"D" SYSTEM PERFORMANCE WARRANTY 29 This page intentionally blank 30 Sensus AMI System Performance Warranty CF-C-WAR-00-01-0814-01-A 1. Terms of Sale B. Route Read Success Test, Sensus USA Inc.('Senses')warrants the performance of theAMI System to the Customer I. The Route Read Success Test will measure the percentage of Route Units that as set forth below. This warranty and all products and services sold or othorwdso provided deliver valid billable meter reads during the Sling Window. The Route Read by Sensus directly to the Customer are pursuant to the Sensus Terms of Sale,available aL Success Test only measures reads sent from the Route Units;itdoes not include hWLlllasensus.ctimlTClfermsCondilions.otlf('Terms of Sale'). on demand reads.The commencement date of the Billing Window shall be 2. Performance Warranty.The'Performance Warranty is as follows: agreed by Customer and Sensus. A. Warranty.Sensus warrants to Customer thattho AM[System deployed for a particular (uorrw,rtaun'ts that delveravAdbuawamatar Utility Customer meets the performance lest standards set forth below in section 3 Route Read$tueo= leax read dunrg U.Biting wrdrw) ('Periom3ance Test Standards')from the Effective Date until the Warranty End Date. {Mal AofRov.1.10.hmeappik bbtmuts) If the Utility Cuslomer'sAMt System does not meet such Performance Test Standards, I. IF Route Read Success Is equal or greater than Success percentage then as Sensus'sole obligation and Customer's sole remedy,Sensus shall take steps during one Billing Window,the Performance an an t Standards for that Route has that Sensus deems necessary,in Sensus'sole discretion,[a cause The AMI System to satisfy the Performance Test Standards. Such steps may include Sensus'delivery Passed.Customer shall prompliy issue written notice to Sensus that eltier{a} to the Utility Customer(without charge to the Ultitly Customer)the hardware for Seosus has not successfully completed the Performance Test Standards for the additional RF Reid Equipment,provided that all RF Field Equipment shaf}be located applicable Route;or(b)Sensus has successfully completed the Perlormance and instated as directed by Sensus.Utility Customer shall have IhIs to all equlpment Test Standards for the applicable Route and such notice shall specify the provided pursuant to ibis subsection{A). Notwithstanding anything to the contrary, applicable Route and shall state the date on which the Route Read Success Customer shall pay forany Recurrent RE Field Equipment Fees and any Ongoing Fees Test was successfully completed.If Cuslomerdoss not Issue such notice for all equipment provided pursuant to this subsection fA). within five days of completion of the test,then the lest is automatically deemed B. Limltatlons,The Performance Warrant shall oil a successfully passed.Sensus has no obligation To continue opfirrill the y y apply;(I)to the Meter Data;(it) system and meeting performance specifications upon successful completion of from the Effective Date until the Warranty End Date;(IfI)if Sensus has completed a the Performance Test Standards for each Route.This process shaf continue propagation study for the appliratile Willy Cuslomor based on the Performance Test unlit all Routes have successfully completed the Performance Test Standards. Standards,such propagation study has been approved in writing(including without if Sensus does not successfully complete the Performance Test Standards limitation,by email)by Sensus,and such propagation study has been agreed to in for the applicable Roue,[hen upon receipt of notice,Sensus shall fulfil its writing (including without limitation, by email) by the Utility Customer('Cetitied obllgatkms In Section 2 above,and the applicable Route shall be relented within Prooaaalion Stud ) (for darity, the Certified Propagation Study consists of all a reasonable time. documents of the propagation study,including without limitation,the server map and !it. Upon completion of the Performance Test Standards for all Routes,Customer the document describing the Required RF Field Equipment Iecall4ns and antennae shall promptly issuenofwritten notice to Sensus that s fher(a}Sensus has not dalatic);(iv)if€he Utility Customer has entered into a Spectrum base Agreamenl with shall promptly ully completed the P Police t race Test Standards for the su System; Senses;(in Tell the Required RF Field RE Fleeal Identified In1 In Certified Propagation or(b)Sensus has successfully completed the Performance Test Standards for Study is€nsled P(vi)if the Required RF Field Equipment hiris Installed as bons and [he AMI System and such notice shall state the dale on which the Performance In the Certified Propagation Study,including without Study,on,in the locations R ns and Test Standards was successfully completed.If Customer aces not issue such at the heights identified in the CanPoed Propagation Study; and{tit)the Required notice within five days of compielbri of the tests,then the Performance Test RF eteiv ly [he'R is it operating and has been Requimaintrement to Sensus' d, then: theons Standards for the AMI System is automatically deemed successfully passed. If (collectively, the Warranty 'Requirements'). If any Requirement is not satisfied, then: the Sensus does nut successfully complete the Performance Test Standards,then Performance Warranty is void;Sensus has no obligation ie remedy the raw System upon receipt of notice,Sensus shall fulfil its obligations in Section 2 above,and performance;Sensus has no Bible[ion urto provide such Field Equipment hardware al no the AMI System shall be retested within a reasonable iime_ cost;and Customer is responsible for purchasing such RF Field Equipment,even If if is necessary to meet the specificaliors set forth in Iho Performance Test Standards. 4, THE WARRANTY SET FORTH IN SECTION 2 OF THIS PERFORMANCE WARRANTY Furthermore, if new andlor different RF Field Equipment locations are required IS THE ONLY WARRANTY RELATED TO THE PERFORMANCE OF THE AMI SYSTEM. as a result of not meeting any Requirements,Customer agrees to:pay Sensus for SENSUS EXPRESSLY DISCLAIMS ANY AND ALL OTHER REPRESENTATIONS, the camplefton of any add€liorel propagation studies;pay Sensus for the additional WARRANTIES,CONDITIONS,EXPRESSED,IMPLIED,STATUTORY OR OTHERWISE, RF Field Equipment hardware;perform the necessary site preparation;and pay for REGARDING ANY MATTER IN CONNECTION WITH THESE TERMS OF SALE, any Recurrent RF Field Equipment Fees and any Ongoing Fees for all equipment INCLUDING WITHOUT LIMITATION,WARRANTIESAS TO FITNESS FORA PARTICULAR purchased pursuant to this subsection(8). Any equipment required pursuant In this PURPOSE,MERCHANTABILITY,NON-INFRINGEMENT AND TITLE. subsection(0)is added to the definillon of'Required RF Field Equipment.' 5, SENSUS ASSUMES NO LIABILITY FOR COSTS OR EXPENSES ASSOCIATED WITH 3. Performance Test Standards LOST REVENUE OR WITH THE REMOVAL OR INSTALLATION OF EQUIPMENT. THE A. Generally. FOREGOING REMEDIES ARE CUSTOMER'S SOLE AND EXCLUSIVE REMEDIES FOR I. The parties shall mutually agree on specific reading routes{each a°R�g)g'}. THE PERFORMANCE OF THE AMI SYSTEM, Each Route will be separately lasted with the intent to provide incremenlat 8 Limitation of Liability. acceptance of dislncly defined geographical areas and populations of meters. SENSUS'AGGREGATE LIABILITY IN ANY AND ALL CAUSES OF ACTION ARISING Each Route shall contain a statistical sample of TestUnits('Rolrtelfnits').Route UNDER,OUT OFORIN RELATION TOTHISWARRANTYANDALLOTHERAGREEMENTS Units only include the Test Units installed in the applicable Route. For Utility BETWEEN SENSUSAND CUSTOMER,THEIRNEGOTIATION,PERFORMANCE,BREACH Customers Mh any comttinaiion of water,gas,and eiecidbly Fndpoinls,the OR TERMINATION (COLLECTIVELY'USES OF ACTION'} SHALL NOT EXCEED water Endpoints,gas Endpoints,and electricity Endpoints will each be tested (1)IF CUSTOMER IS ALSO THE UTILITY CUSTOMER,THE TOTALAMOUNT PAID BY separately according to the procedure below. For clanly,a single Route will not CUSTOMER TO SENSUS;OR(II)IF CUSTOMER IS NOT THE UTILITY CUSTOMER, have a combination of water,gas,and electilcity meters,but twill consisl of only THE TOTAL AMOUNT PAID BY CUSTOMER TO SENSUS SOLELY IN RELATION TO water,gas,oreiecldoilyTest Units. THE UTILITY CUSTOMER. THIS IS 50 WHETHER 714E CAUSES OF ACTION ARE IN it. Before beginning the Performance Test Standards,all Route Units must be TORT, INCLUDING WITHOUT LIMITATION, NEGLIGENCE OR STRICT LIABILITY, IN installed.Customer shall send written notice toSensusonce the Test Equlpment CONTRACT,UNDER STATUTE OR OTHERWISE.ASA SEPARATE AND INDEPENDENT and all Route Units are Installed('RouteDeolovment7.Such neliceshallindicate LIMITATION ON LIABILITY, SENSUS' LIABILITY SHALL BE LIMITED TO DIRECT the date an which the Route Oeploymenl was completed('Route ooPlovment DAMAGES. SENSUS SHALL NOT BE LIABLE FOR:(1)ANY INDIRECT,INCIDENTAL, ? SPECIALOR CONSEQUENTIAL DAMAGES;NOR(11}ANY REVENUE OR PROFITS LOST Ill. Within thirty(30)days after the Roule Deployment Dale,the parties shaf begin BY CUSTOMER,UTILITY CUSTOMER OR EITHER OF THEIR AFFILIATES FROM ANY the Performance Test Standards on the Route.Customer,Wlilly Customer,and END USER($),IRRESPECTIVE OF WHETHER SUCH LOST REVENUE OR PROFITS IS Sensus shall work in good faith to complete the Performance Test Standards no CATEGORIZED AS DIRECT DAMAGES OR OTHERWISE;NOR(IIII ANY INIOUT COSTS; later than thirty(30)days after commencementof testing. NOR(IV)MANUAL METER READ COSTSAND EXPENSES.The IimRations on liability set forth herein are fundamental inducements to Sensus.They apply unconditionally and in all respects. They are to be Interpreted broadly so as 10 give Sensus the maximum protection permitted under law.To the maximum extent permitted by law,no Cause of Action may be instituted against Sensus more than TWELVE(12)MONT14S after the Cause oil first arose In the calculation of any damages in any Cause ofAction,no damages incurred more Than TWELVE(12)MONTHS prior to the filing of the Cause of Action shall he recoverable, SEnsuis 31 Sensus AMI System Performance Warranty 7. nefinittoas. L. 'RecurrentRF Field Equipment Fees'means any and all costs,fees,and expenses Any terms used in[his Performance Warranty as defined terns,and which are not defined required to;(i)warrant the RF Field Equipment;and(f)install and keep the RF Field herein,shall have the meanings given to those terms in IheTerms ofSale,asdalinad above. Equipment located in the field.Including without limitation,site procurement and A. 'All System' identifies the Sensus FlexNel Advanced Meter Infrastructure preparation fees,fees related to building poles or lowers,lower lease foes,costs of System deployed by the Customer,comprised of the SmartPoinl Modules,RF Field declrcily supply,and any local,state,or federal government taxes or charges. Equipment,regional network interface(RNI),software,FCC licenses, and other M. 'Remote Transceivee identifies the Sensus standalone,mounled relay device that Sensus equipment provided to Customer andlor to the Utility Customer. The AMI lakes the radio frequency readings from the SmarlPoinl Modules and relays them System only Includes the foregoing,as provided by Sensus to the Utility Customer, directly to the RNI by TCP11P backhaul communication. either directly or through a Sensus authorized diskibulor. The AMI System does not N. 'Required RF Field Equlpmenf means the number,location,and height of the RF include goods,equipment,software,licenses or rights provided by a third pady(ias(. Field Equipment set forth in the Codified Propagation Sludy, B. 'Avalfahle Motor'means an Inslallod Sensus FlexNel meter(with a SmartPoint C_ 'Rf Field Equipment means[he FlexNel Base Stations,Echo Transceivers,and Module installed)or a Sensus SmartPoint Module which has been installed on a Remote Transceivers. third party motor,and which,in eil case,is not an Unavailable Meter(or on an P. 'Service Territory'identifies the geographic area where Utility Customer provides Unavailable Meter in the case of SmartPoint Modules on third party meters) and elecllicity,water,andlor gas(as applicable)services to End Users as of the Efeclive which satisfies alt of the following criteria:(i)it functions property,is powered,and is Date.This area 411 be described in Utilily Customerand Sensus'spactrum lease filing not a damaged or failed meter,(II)if applicable,It is in a deployment area of meters with the FCC. such that a sufficient number of two-way meters are in range of each olher, {iii)it is serviced by RF Field Equipment that has not been subjected to a power failure 0. 'Spectrum Lease Agreemenf means a wiilten, signed agreement between greaterlhan eight(6)total hems;(fv)neither it nor the RF Field Equipmentihal serves Sensus and Utility Customer whereby the Utility Customer leases certain spectrum that meter has been affected by a Farce Majeure event;(v)jamming of the radio from Sensus. The Spectrum Lease Agreement may be included as part of a larger spectrum is not preventing or Inledering with radio communication to or from the agreement,such as an AMI Agreement or a Software License and Spectrum Lease meter;(vi)it is installed in the Service Territory;(vi)it has not been repoded to UGllty Agreement. Customer under Sensus'or Willy Customer's preventative maintenance;(viii)its R. 'Success Percentage means,of the covered meters in the propagation study, funclioning or performance has not been adversely affected by a failure of Customer 98.6% andt or Utility Customer to perform its obligations or[asks for which it is responsible, S. 'Test Equipment'means the number of RF Field Equipment and production RNIs including without limitation,testing and confirming that the socket to which the meter set forth in the Certified Propagation Study.The Test Equipment specifically does not will hers connected is in safe operating condition,is fully functional,is not corroded, include last Ri or backup Rl it only includes production RNIs. does not contain improperly Installed Jaws or other deficiencies,complies with ANSI T. 'Test Unitf means Endpoints that are bath;(I►Availoble Meters throughout lheenlire standaNs,and is nol'hoC,damaged,or otherwise in need of maintenance or repair, lest period;and(ii)are covered meters,as depicted on the Certified Propagation (Ix)its functioning or performance has nal been adversely affected by a failure or Study. insufciencyoflhebackhaultelecommunicationsnetworkforcommunicaltonsamong U. 'Unavailable Metere include meters with sockets with power cut at the pole,meters the components of the SensusAMl System;and(x)it has been installed in compliance that are booted on the line side,sockets that are not provided power due to a power with the procedures and specificalions approved by Customer and Sensus. delivery system lailure,meters with tamper,theft or other human induced failures C. 'Bitting Window fora meter means the fourday period commencing one day priorto that render the meter or SmarlPohl Module incapable of providing a read,a Force the relevant billing day for such meter and ending two days after such billing day.The Majeure event induced failures of the power delivery system,socket or meter,andl Billing Window for testing purposes shall be agreed by Customer and Sensus. or any system or meter maintenance issue that precludes the meter from transmitting D. 'Customer'means the entity that purchases goods andlor services direcgy from its message to the network. Examples of Unavailable Meters include:(1)Cut At Pole: Sensus. a meter for which power has been turned oft to[he socket by Utility Customer;(ii) E. 'Effective Date means the date the Utility Customer signs[lie Spectrum Lease Booled on Line Side:nominally a meter for which power has been fumed off by Agreement between Utility Customerand Sensus. placing'boots'In the socket from which the power to the meter has effectively been F, 'End Use?means any end user of electricity,water,andlor gas(as applicable) turned off;(till Failed or flawed power delivery to the meter socket:Ulilily Customer [hat pays Utility Customer for the consumption of electricity,water,andlor gas,as power generation,distribution or delivery system failure that has effectively turned applicable. off power to the socket andlor meter;(iv)Tampered Meters:soekels,meters or G. 'Endpoints'mean both(aj Sensus FlexNel meters(with a SmadPoinl Module dlslribulion assets that have been modified by unauthorized personnel rendering the molar incapable of providing accurate usage readings from that meter; Broken installed);and(b)Sensus SmadPoird Modules whlch have been installed on a third TouchCoupler unit'the TeuchCoupler unit is damaged by intentional or unintinl entional party meter. aces;(vi)Broken Clip:the clip that holds the TouchCaupler unit into the radio package H. 'Force Majeure'means an event beyond a parfy's reasonable conlrol,including housing is broken and the unit cannot complete the inductive electrical connection; without Itmitaliem,acts of Cod,hurricane,flood,volcano,tsunami,tornado,storm, (vi improper installation of the TouchCoupler unit:the TouchCoupler unit is not lempesl,mudslide,vandalism,illegal or unauthorized radio frequency Interference, pushed all the way into the housing clip causing the unit to not be able to complete strikes,lockouts,or other industrial distuMances,unavailability of component pans of the inductive electrical connection;ilWi)Unit not installed through the pit lid:the unit any goods provided hereunder,acts of public enemies,wars,blockades,insurrections, Is not installed with the antenna positioned through the pit lid and property secured riots,epidemics,earthquakes,fires,restraints or prohibitions by any court,board, with the retaining nut.The radio unit must also be securely attached to the antenna department,commission or agency of the United States or any States,any arrests section;(tx)Radio unit not securely attached to the Antenna unit:The waler-proof and restraints,civil disturbances and explosion. SmartPeint Module housing is not properly installed and secured to the antenna unit; I. 'in/Out Costs means any costs and expenses incurred in transporting goads (x)Damaged antenna the unll's antenna is damaged by intentional or unintentional between to and from End User's premises and any costs and expenses incurred in acts;(xi)Damaged radio package:the unit's water-proof radio package is damaged installing,uninstalling and removing goods. by intentional or unintentional acts;(xii)Data Base errors:the unit is removed from the J. 'Motor Data'means the specific metering information,including will limitation, system but not updated in the database.The unit is still shown as in the system when locations and antenna hgighls,provided to Sensus by Utility Customer in writing prior in fact has been removed;(xiii}Phantom Units:the unit is removed from the system to the earlier of the;(i)Effective Dale;and(ii)the dale set forth on the propagation but is still transmilling and being heard by the system;and(xiv)0 her Installation study(collectively,the'Data Date'). The parties recognize and agree that the RF Defect the unit is otherwise installed impmpery so that fl does not communicate with Field Equipment site design and build is based on the specific Meter Data provided to the FlexNel Base Stai Sensus.Forclarity,the Meter Data only contalns the information specifically provided V. 'Utility Customer'means the olihly customer that uses the Sensus goods and to Sensus by the Utility Cuslamerin writing priorlo the DaW Data_Bywayofaxample services in its AMI System regardless of whether such goods and services are only(and not as an exhaustive list),the`Meter Data'includes the latitudes and purchased directly from Sensus or from a Sensus authorized distributor.For dadty, long€tulles afeach meter,the location ofeach module either inside or outside(outside the Utility Customer is also the Customer if the Utility Customer purchases directly is assumed),and,for meters in pits,whether the radio is installed through or under from Sensus. the lid([he assumption is through the Ids),New or different metering locations and? W. 'Warranty End Date means the earlier of,,Ill the third anniversary of the Effective or antenna heights provided after the Data Date are not included as pad of the Meter Data. Date;(ii)successful completion of the applicable Performance Test Standards or (ii)the termination or explratkm of the Spectrum Lease Agreement between Utility K. 'Ongoing lees'means any reoccurring monthly or annual fees,including without Customer and Sensus. limitalion,fees for software and spectrum leases. 8601 Six Forks Road,Suite 700 Raleigh,NC 27615 1-800-638-3748 5 E 1^1 5 U 5 32 ATTACHMENT "E" SERVICE (SaaS) AGREEMENT 33 This page intentionally blank 34 [�=_ IiUEL7 4MFI `lf Advanced Metering infrastructure(AMI)Agreement between City of Meridian ("Customer") and SODStlS USA Inc. ("Sensus") IN WITNESS WHEREOF, [lie parties have caused this AMI Agreement ("Agreergen"y to be executed by their duly authorized representatives as of tho day and year written below.The date of the last party to sign is the"Effective Bate," This Agreemont shall commence on the Effective Rate and continue forluntll:b Years("Initial Term'). At the end of the Initial Term,this Agreement shall automatically renew for an additional term of 5 years("Eene)yal Term"). The" er 'shall refer to balk the Initial Tern and the Renewal Terri. This Agreement contains two parts:Pars(1) Is The FCC Notific4on for Spectrum Manager Lease, to be filed with the FCC by Sensus on behalf of the Customer and Part(2)is a AMI Agreement between Sensus and Customer.Together,These two parts create the Agreement. It Is acknowledged and agreed by the Parties that in the event of any conflict between this Agreement and the May 22,201a Professional Services Agreement For Monitoring And Data Collection entered Into by Customer and Sensus("May 22,2018 Agreement'),;he provisions of the May 22,2018 Agreement shall prevail, Sensus USA Inc. Tur, City f Meridian 7 By; By, Barrie: Tim Harriger Name; Taml,7 ,1 ie W42 04 Title: VP Sales NA Water Title, / 'a o tT Date: Jul 18, 2018 --- Date: � 7/ ?Z-/ r �� Contents of this Agreement; Part t;Notification for Spectrum Manager!_aria Part 2:AM1 Agreement Exhibit Software Exhibit B Technical Support CONFIaEN11k I Paco 1 of 14 35 SEnsus Part 1:Notification for Spectrum Manager lease ➢norderforSensustoapplytotheFCContheCuslorners.behalffcraspecWmmanagerlease Guslomermuslcvrnpfele(he lotomladonbolovrIn boxes ore(1)Ihrouyhlen(10)andcertllyvia authorized stgnetve,CvsWmeysslgrnRuraxlgindlcatolbot0ustomeraulhodzesSensustotfle the spectrum managerleasenotlllrtdionon FCC Fern60awlth the Customer asspxtmm Lessee,and n Cuslortter does not already have one,ovmerahMp disclosure Iniormauon on FCC Form E02 CualomerJ�eaeee Name: Lr`� Q� P,r1(-tj[�1�t V� A@enlionTn; M� Name or Real Party In Interest: -Ca+,mm JetVier-d StreetAddrese: J Ia . fJf 1�s�tA�7l H�$iy/11a1(� Cdy Y'sQit(t��l stoic ` Zip: P 3 �yq Phona: 9,Q13 1+861 05 2q Fax: Email: IsCuslonterconlactlnfamtian same asabove?12rYeS ONO(If No.camp:ete box 7bel7N) 2, Addltlonal Cuetomertessea Corded Informallon Com en Nome: Attention TN 31reN Addroas: City; Stale: Zip: Phone: Fax; Email: 3. Gr;t omedLesseels e(n)(Seleclone):❑lndlvldual 1❑Ualnoery Wgd1 AssoclaWn I❑Tnls1 {�GavemineM En01y I❑Corporation I❑WN160 Uablihl Company I QGeneral Pa trlersiip C]Llmlkd PamlelsNp 1❑Llmfled LinNiltyPadursNp I f]Corzeiim 1❑Other 4. FCC Fort 602:FCC Fie Number of Cualo=6 Form 602 Owmershlp Information; .If Cusfnmer has rwl 00d a Forth 602,Sensus Wit fide one for Customer.Please cemplsls questions 6,6,and 7 belovr d CrsWer does 0g)have a Farm ED2 on file. Costomermuslca tetehimu8,0and101nes ecke or whetther Cuslorner hog an owwOlp reportonIle. 5. CuslemerTWD V - — 5, Indlvldual Conrad For FCC Mallon Please deslpnals one hlxvv1dua �`l(Ile Drecciarof Pubk WOs er dmTar person)wh01s tosponslblo 1a the FCC for tha operation al R RuNel lade system, Noma Vats D0 , 1VLk 4E. Tida: p btie- Worvs V1 r.eckor p �y Emal;ok InQ,utSa C31(Y�P+�l�liz�v�f i Fhone:�g-•V4{ V — 51j0a 7. Ownerrhip loisclosureInformalion If CuSlanelrLes5ee IS a govammenz enuzy,bsi the names of the Mayor end all Council Members Wow,as well as yahly catteml ip old ownerdh`p inlsrests In arty enuly rauWaled by the FCC.Such mvnership must he dischsed whom a mayadcolxldl memkr awns 10%of mole,dlrecdp of fddirecuy.or has operating coutrel of any"ty s qut W FCC regaadon If any ansymr Ia OwnersUp questionlsYes or any answer(oCf emb question IsNo.p rwidaOnallacfinenl>♦ilhfu9ter anotion, UsCluzen7 Oxvrestl Ulsdosure7 MayorTZLVY11�Y1 de weed &4m ON. ❑Yca I>No Council Ma her: ,,�� otSQ In LJ+Yes ❑Nn ❑Yris L7No CourAIMember: 1 V► 1 ��// Ly1'es ON- ❑Yes (z�o CourcllMemhez: ,.� t--�� G-AVgmBy- as pHo ❑Yes L1allo CourrilM ber1 ONO ❑Yes R<- V vie L.i+tHe' CONFIDENTIAL Page 2 of 14 Meridian City Council Meeting Agenda July 24,2018- Page 184 of 534 36 SEnsus Coundl Member: � `-Av" h(Yes QNo Dyes ao Cnwldl Mee—m4ber: +'� 1 ^1` 1ps1�e� QYes ❑tlo Dyes G W Cotanil Membe Dyes ❑No ❑Yes ❑N0 Cauril Mernber: ClYas Elmo ❑Yes ❑No Courell Member: ❑Yes ❑NO ❑Yes ONO s. Allen Ownarthie Ouesilona V the samrisY provide anattachmentex lahi lhecimumslarim 1 is Via CLsWartassaaafora n ovarnmentor to represeRtaftolan fore n oxemmeol7 I 111Yes No 9. Bas1c[luallllcallon In[amollon 1)Has the Cusomer or any party to this applcaWn had any FCC stadan awhortratlort,license,or construction permit revoked or had any Dyes irrro applicalonforatlnWa modlficallonor renewal olFCC station auNoraa6anlKensodreanswc6cn ermkdanled by IheComrrssion7 f1 2)Has the Cuslomar or arty party to No Mirig,or a.1y party directly or Sndirecey cantroll rag the Cuslcaler or any parry to this IIIrg evar been Dyes k+lrfo canvtc0Qfareicn b an slateareCcr�cardr 3)Has any axift Finally adjudged Ufa Customer IX any party directly of Ifrdifocty C6rllrolIN ula Customer gritty of unlawtu3y alonnpolizkrg or ellempllrg to tmlevTdly monopolize radlo communleatfo.directly or Indlrecty.Nn1agh control of manufacture or sale of radio epWatte,exeiushre ❑Yes 9Ne Lrafk aurapgomeot,or aiy other means orunfakrelhodsofcom ction7 10. Customeril ossae Certification Statements 1 The Cuslomerllessea reeslhallheLaaselsrolasdea[hnsferefthalzerueiself. es 2)The Cuslarn rkessee acknuMedgas Thal It h required M wmpty wior W Conanlsslods Rules and Ragrfatcris and other applkable l err at all limes,and Ir the CuslOmbrn esses labs to so comply,the Lease may be revoked,cancelled,ce tnfmtaaied by duffer toLlcadseo or the Canes Comnlssian 3)The CuslamerA-essea cer0es that nelther II nor any other pad'(to the AppllaatloNNot ficadan Is subleci to a deolei of Federal benebts ptrsuant toSeclon5301ofUneAnu-Orug Abuse Act of1960.21U,5.C§06Z,bacauseofacoavlcUon for pcssesmonordlsuibutonofaconovimsubalame Bias {,Seca$01on 1,20p b of the ndes,47 CFft 1.2002 b,for the dednl4onal" to the a Tcallon"as used In this cerl aeatlan. 4)The CusiomarAessee herety aaepts CommlWhi ovemighl and enlxcarnanlwrefslanl th the Ikense and have aulhodzatan.The Lassea ackfxymedges 4ha1 it mMSt cooperate Nrly will any Invesggauon or Inquiry bonducted alter by the CommWor1 or the Ltatlaaa,alVN vie 1611as Commission er the Licensee to a duclon-slle itapacCons of UansmlWon faclilles,and suspend operations al the d:rectloa of the CommisdDm or Iho Licensee and to[he Rxlentlhatsuchsuspevlono_fnmilunxnuldhecornisranlwllh 9014nblaCommisafon polkles. S)Thar CusmmerlLessde a0unrModges Thal 1n the eyenl an auhWzaWc field by a Lkemee that has m=laied y41h N a spectrum leasing arrangement lhatsdtosul ectofms Wing Isrevoked,cancelled,Iermtnated,DroWYAseceasestobehetIoctlhecustomern.esseevAll have no [{ as conl.L�uing aulhomy to use the leased spoctrum and wit be regdrad to lerminalar:5 operations no later than tie dais on witch the licensee ceases (G hvre atif aWiDrityrtooperaleunderlhehoonse uWassolh"soauthorized bytheCommisMon. 6)The CustomeULessee agrees the Lease shay not be assigned to any enty that Is not ellgb'e or quaCkd to enter Into a spechin IeaskV [;Kosanan ementundertheCammlWWsRulesandR ulaWns, 7)TheCualOnleflle8WYiaiyeSanyclamlb[he use ofanyparGCulaf!fequencyordlUraalaCiNm89neNC8p0ditimasagaTmunerepNa(,aryDower eryag of the United Slates becauso o!thajyv4ws use of Iha same whnlher b s m lease orothervAsa. S)The Cuslomedl meo cerdfles Ihv,,II Is not In delauil an any payment for Commission licenses and that Itls not dalhquenl oA arty naA-Sax debt es owed!10 any federal all The Costomsr/Lwseo eortifles that all of Ile slatemenie made In this Appllcat1cn NollRcallon and In the schedules,cxhl0r,,otlachmeme,or documenla incorporated by reference are meladal,are parr 011 this AppiicatioNNOltllGtfon,and are true,complete,correct,and made In good faith,The Custgmehtosw shall nollfy 5ensys in writing In the event any Information aupplf ed an this form changes. T a or Printed Nome of Party AulhorludtoSign Firs{Name; T)7— Laslflame; Suft Tammy Ve 1 geev-, 1 Tito; Cuslortter Name: M7.4 Or Dk MleflckiAvi Signature: Dale: FAILURE TO SIGN THIS APPLICATION MAY RESULT IN DISMISSAL OF THE APPLICATION AND FORFEITURE OF ANY FEES PAID, WILLFUL FALSE STATEMENTS MADE ON IRIS FORM OR ANY ATTACHMENTS ARE PUNISHABLE DY FINE ANOMRIMPRISONMENT(US,Cade,Title 10,Section loci) AND)OR REVOCATION OF ANY STATION LICENSE OR CONSTRUCTION PERMIT{U,S.Code,Title 47.Sacllon 9f2(aN)ANDIOR FORFEITURE 1U.S,Code Title 47, Section 504 CONFIDENTIAL I Page 7 or 14 Meridian City Council Meeting Agenda July 24,2018— Page 185 of 534 37 a� SEnsus Part 2:AMI Agreement 1. Equipment. A. Equipment Warranty.All Field Devices,RF Field Equipment,and other goods jcoilec:Waly,"Eouismanl")shall he obtained from Sensus'authorized distributor and 01 warranges for the Equipment shall be punural(to the warranties provided by Sensus'authorized disuibulor.This Agreement shall not affect any terms aqd conditions,including any warranty terms,agreed by Customer and Sensus'authorized distributor.If Customereiects to purchase or accept any equipment or sesysces directly from Sensus,or rf Customer pays any fees or other costs to Sensus,then Sensus'Terms of Sale shall apply. The'Terms of a e'are avalable at.hltollna.senstm cnnV3 ClCennsConditicns ndl.or I400-METER-IT, B. THERE ARE NO WARRANTIES IN THIS AGREEMENT, EXPRESS OR IMPLIED. SENSUS EXPRESSLY DISCLAIMS ANY AND ALL REPRESENTATIDNS,WARRANTIES ANDIOR CONDITIONS,EXPRESSED,IMPLIED,STATUTORY OR OTHERWISE,REGARDING ANY MATTER IN CONNECTION WITH THIS AGREEMENT,INCLUDING WITHOUT LIMITATION,WARRANTIES AS TO FITNESS FOR A PARTICULAR PURPDSE, MERCHANTABILITY,NON•INFRINGENENTAND TITLE. 2. Services. A. Installation of Equipment.Installation services will be as agreed between(he Customer and Sensus'authorized distribulor. Sensus w1l not provide Installation services pursuant to this Agreement. B. Software Implementation.Sensus shall Install and configure Uie Software on the Server Hardware, C. IT Systems Integration Services. Inlegration of the Software Into Customers new or existing internal IT systems is not included in this Agreement.Any Integration work shall be subject to a separate agreement which describes the scope and pricing for such work, O. Tochnlcal Support.Sensus she]provide Customer the technical support set forth In Exhlbit B. E. Project Management.Pmjocl management or the Anti System Is pot Inducted in this Agreement-Any preJeet management shall W sobjeot to a separate agreement which describes the scope and pricing for such work. F. Training.Training on the use of the AMI System is not included in this Agreement,Any Irainlrtg shall be subject to a separate agreement which describes the scope and pricing forsuch work. 3. Software. A. Software as a Service(SaaS),Sensus shall provide Customerwllh Sollware as a Service,as defned In Exhibit A.only so long as Customeris current in Its payments for such services. B. UCITA.To the maximum extent permitted by law,the Parties agree that the Uniform Computer Information Transaction Act as enacted by any state shall not apply,In whole or In pad,to this Agreement, 4. Spectrum A. Deflnlllons In this Section 4.in this Section 4 only,lagg s"shay 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("Spectrum Lease')over the frequencies of certain FCC license(s)("FCC License")solely within Customers Service Territory. (The frequencies of the FCC Lkense within Customers geographic Service Territory are called the"Leow(U-peclrum'). Customer shall pay the Cngoing Fees for use of the Leased Spectrum. C. FCC Forms. At the Federal Communications Commission(FCC),Sonsus will;(1)obtain an FCC Registration Number(FRN)for Customer,(2)submft on behalf of Customer the FCC Form 6W Oaneisblp.Discosure Information If Customer has rot already done so; and (3) file a FCC Form 608, notif wtionlapptcalion for long term spectrum manager lease,This Lease becomas effective when the FCC accepts the FCC Form 608, D. Lease Application. In order to complete the FCC lease application,Customer will promptly: i. Complete and sign the repiesenlul ons in Part 1 of this Agreement such trial Customer demunshales it qualifies for a spectrum lease under FCC rules. Customers signature will indicate that Customer authorzes Sensus to;(1)obtain an FRN on behalf of Customer,(2)submit the FCC point 602 Ownershp Disclosure Information on behalf of Customer If Customer has not already done so;and(3)file(he spectrum manager lease notification on FCC Form 608 with the Customer as spectrum lessee. il. Give Sensus the coordinates of the boundaries of Customers Service Territory or,allematively,approve Sensus'estimation of the some. A. If Customer has not already dona so;Cuslumerhereby authorizes Sensus to apply on Customers behalf and obtain for Customer a Federal Reglstiallon Number(FRN,the FCC's unlque idenilher for each Ilcensee)and shag supply Sensus with Customers Taxpayer Identification Number(TIN). Iv. Pfovide any other Information or other coopofatlon roasonabiy necessary for the Parties to perform as set forth herein. E, Permitted Use of Spectrum Lease, Customer may transmit or fective over the Leased Spectrum only in the Service Territory and Only using FlexNel equipment manufactured by Sensus and used in accordance with Sensus'speclkcatiens. Customer may use the Leased Spectrum only to read and direct meters In support of Customers primary utilhy business or any other operation approved by Sensus In writing. Without limiting the foregoing,Customer is prohibited from reselling,subleasing or subllcensing the Leased Spectrum or from transmitting voice communications over the Leased Spectrum. For each piece of RF Flekf Equipment used by Customer,Customer shall affix a Sensus-supplied label to the exterior or the RF Field Equipment cabinet or other appropriate visible place to fndlcate that RF operation Is conducted underautority of FCC Ltcense(s)Issued to Sensus. F. Term of Spectrum Lease,Unless terminated earlier(because,for example,Customer stops using the FlexNet equpment or because this Agreement termlaates oT expires to any reason),this Spectrum Lease will have the same term as the FCC license. If Customer is operating in complfanee with thth Agreement and is current on any payments owed to Sensus,when the FCC License renews,the Parties wdlt apply to the FCC to renew this Spectrum Lease. G. Termination of Spectrum Lease. The SpacWm Lease will terminate: (a)No months after Customer slops transmuting with FlexNet equipment manufactured by Sensus;(b)upon termination,revocation or mphtion of the FCC License;(c)upon Oustomars breach of this Agreement;or(d)upon termination or expiration of this Ag reement for any reason. H. FCC Compliance,The following FCC requirements apply I. Pursuant to47CFR1.9040(a); (a) Customer most comply at all times with applicable FCC rules. This Agreement may be revoked by Sensus or the FOG it Customer fails to so comply; (b) If the FCC License is lemhinated,Customer has no continuing right to use the Leased Spectrum unless otherwise authorized by the FCC; (c) This Agreement is not an assignment,sale or other transfer of the FCC License: (d) ThlsAgreement may not be assigned except upon written consent of Sensus,which consent may be withheld in its discretion;and (e) In any event,Bensus will not consent to an assignment That doez not salisfy FCC mles, ii. Referencing 47 CFR 1.9010,Sensus retains do Iffre and do facto control over the applicable radio faciliffes,Including that, CONFIDENTIAL I Page 4 of 14 Meridian City Council Meeting Agenda July 24,2018— Paga 186 of 534 38 EEI sus (a) Senses will be responsible for Customer's compliance with FCC policies and rules. Serious represents and warrants that it has engineered fine FloxNat equipment and accompanying software and other programs to comply with FCC rules.Customer wit operate the FlexNet equipment sub)act to Sensus'supervlslon and control and solely In accordance with Sensus'specifications, $ensus retains the right 10 inspect Customer's radio operations hereunder and to terminate this Agreement or take any other necessary steps to resolve a vio[al€on of FCC rules,including to order Customer to cease transmission. Sensus wit Oct as spectrum manager in assigning spectrum under the FCC License so as to aveld any harmfut intorferenco or other vlofallon of FCC rules. Sensus whi be responsible for resolving any interference complaints or other FCC rule vioralfons that may adso;and @) Sensus will file any necessary FCC forms or applications and Customer agrees to reasonably assist Sensus with suds hill by providing any necessary information or other cooperation. Sensus will otherwise Interact with the FCC with respect to this Agreement,die FCC License or FlexNetequlpment I. 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 othorgevernment agency regarding radio transmfsslon. 5, General Terms and Conditions. A. Intentionally Cl S. Urnlialton of Liability. t. Sensus'aggregate Iiabirity In any and all Causes of action arising under,out of or in relation to this Agreement,Its negotiation,performance,breach of termination(collectively'Causes of Actions shall not exceed the gmaler of,(a)the total amount paid by Customer direclly to Sensus under this Agreement;or(b)ten thousand US dollars(USD 40,03.00).This Is so whether the Causes of Action are in tort,Including,without llmltation,negligence or strict Ilablllly,In contract,under statute or otherwise, As separate and Independent limitations on liabi fly,Sensus'dabllity shelf be limited to direct damages, Sensus shall not be liablefor,(CanyIndirect,Imldenlal,spectalorconsequentialdamages;nor(o)anyrevenueorprofitslostbyCuslemefor Its Affiliates(many End User(s),irrespective whethersuch lost revenue or proffs is categorized as direct damages or otherwise;nor®fi)any In out Costs;nor(iv)manual meter read costs and expenses;nor(v)claims made by a third party;nor(v)damages arising from maincase or bottom prate breakage caused by freezing temperatures,water hammer conditions,or excessive water pressure,The limitations on l abllltyset forth In Ilk Agreement are fundamental Inducements to Sensus entering into this Agreement. They apply,unconditionally and h all respects. They are to be interpreted broadly so as to give Sensus the maximum protection permitted under raw. it. To the maximum extent permitted by law,no Gauss of Action may be instituted by Customer aga7isl Sensus more than TWELVE(12)MONTHS after the Cause ofActton first arose. In the calculation of any damages In any Cause ofAcllon,no damages Incurred more than TWELVE(12)MONTHS prior 10 the Kling or the Cause of Action shall be recoverable. C. Termination. EllherparlymayterminatethlsAgreementearkeriftheotherpartyeammitsamaterialbreachofthisAgreementandsuchmaterialbreachIsnot cured within forty-five(45)days ofw(ftten notice by the other party.Upon any expiration or termination of th]sAgreement,Sensus'and Customer's obligations hereunder shaft cease and the sofware as a service and Spectrum Lease shelf immediatelycease. D. Force Majeure. II either party becomes unable,either wholly or in part,by an event of Force 1Aajeure,to fulfill its obligations under this Agreemenl,the obligations affecled by the event of Force Majeure wit be suspended during the continuance of that Inability. The padyaffacted byline farce ma)eure will tako reasonable steps to mitigate the Force Majeure. E. Intellectual Property. No Intellectual Property Is assigned to Customer hereunder.Sensus shall own or uunflnuo to corn all Intellectual Property used, created,aadlor derived In Via course of performing this Agreement To the extent,if any,that any ownership Interest In and to such lntellacluaf Property does not automatically vast In Sensus by virtua of this Agreement or olherdse,and Instead vests In Customer,Customer agrees to grant end assign and hereby does grant and assign to Sensus all right,title,and interest that Customer may have In and 10 such Intellectual Property.Customer agrees not to reverse engineer any Equipmentpurdnased or provided hereunder. F. ConFldentlality. Both pandas shall(and shall cause their employees and coaactors to)keep all Confidential Information stricly confidential and shall not dlsciose it to any third party,except to the extent reasonably required to perform and enlorce this Agreement or as required under applicable law,court order or regulation. The Confidential€nformallon may be transmitted orally,In writing,elechor Katy or otherwise observed by either pert'. Nah0standing the foregaing,"Confidential Information"shall not include;@ any infomtation that is in the pubic domain other than due to Recipient's breach of this Agreement 01) any information In the possession of the Recipient without restriction prior to disclosure by the Discloser;or(ill any information independently developed by the Reciplentwlthaut retance on the Information disclosed hereunder by the Discloser.'Disckisor"means either party that discloses Confidential informatan, and'Roeiolernl"means either party that recolvas IL G. Compliance with Laws. Customer shall comply with all applicable country,federal,state,and local laws and regulations,as set forth a1 the lime or acceptance and as may be amended,Changed,or supplemented.Customer shall not take any adloo,or permit the taking of any action by a third party,wlddh may render Sensus liable for a violation of applicable laws. 1. Enport Control Laws. Customer shall;n comply with all appllcable U.S.and local laws and regulations goveming the use,export.Import,ro-erpod, and 0ansfar of products,technology,and services;and Cal obtain all required authorizations,permits,and licenses.Customer shall Inn"cilatety notify Sensus,and immediately ruse all activities with regards to the applicable transaction,If the Customer knows or has a reasonable suspicion that the equipment,software,or services provided hereunder may be directed to countries in vlolston of any export control laws.By ordering egripmenl, software orsoMoes,Customer cortflos that It is moll m any U.S,govemmentexportexcluslon list. It. Anti-Cortuptlon Laws.Customer shall comply with the United States ForAn Corrupt Practices Act(FCPA),15 U,S,C,gg 78dd-1,at seq.;laws and regulations imptemenVng the OECO's Convol on CombaVng Unbery of Foreign Public MIMS in International Business Transactions;the U.N. ConvenVon Against Commption;the Inler-American Canvan0on Against Corruption;and any other applicable laws and reguladons relating to ant(. corruption in the Customers county or any country where perfotmance of this Agreement,or delivery or use of oquipmenl,sohwaro or services will CM, H. Non•Walver 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 provis€ons of this Agreementwfll not In any way affect,fimlt or waive that parry's right io enforce and compel strict compliance with the some or other artcles or provislans. I. Assignment and Sub•contzacting. Either party may assign VanslerordelegatethisAgreementwithoutfacloringiheotherpallconsent(ItoanAffitiate; (it)as part of a merger;or(ill)to a purchaser of all or substantially all of Its assets.Apart from the foregoing,neither party may assign,transfer or delegala this Agreement without the prior written consent or the other,which consent shall not be unreasonably withheld. Furthermore,Customer acknowledges Sensus may use subcontractors to perform RF Field Equipment Installation,the systems Integration work(if applicable),or project management(ff applicable),w hout requiring Customers consent. J. Amendments. No alteration,amendment,or other modificatlan shall be bindthg unless In writing and slgned by bath Customer and by a vice president(or higher)of Sensus. CONFIDENTIAL I Papa 5 of 14 Meridian City Council Meeling Agenda July 24,2018— Page 187 of 534 39 1< SEnsus K, Governing Law and dispute Resoiuttgn. This Agreement shall be governed by,construed and enforced In accordance wl1h the laws of the State of Delaware. Any and all disputes arising under,out of,or in relation to this Agreement.Its negotiation,performance or termination('D�i utes sha41 firs)be resolved by the Parties attempting mediation in Delaware.If tha Dlspule is not resolved within sixty{g6]days of the commencement of the mediation,It shall be IlUgaled in Vie state or federal courts Located in Delaware. TO THE MAXIMUM E74TENT PERMITTED BY LAW,THE PARTIES AGREE TO A BE14CH TRIAL AND THAT THERE SHALL 8E NO JURY IN ANY DISPUTES. L. Restrletlon on Discovery. The Parties acknowledge the abundance of documents,data,and other Information stored in an electronic manner and the time and costs associated with retrieving rolevant electronic data from the Parties during the Discovery porton of a claim.Accordingly,the Parties shall utilize only printed or hard-copy documents,data,and ether information In Discovery and shall not use or request elecronlc or e-Discovery malhods for any claim, demand,arbitration or litigation subject to dais Agreement All relevant and unprivileged printed or hard-oopy materials shall be subject to discovery,but neither Party has an obligation to maintain printed or hard-copy Has In anticipation of a claim,demand,114alfon,or arbilrarl proceeding. M. Survival. The provisions of This Agreement Thal are applicable to circumstances arising after its lelmioation or expiration shall survive such termination or explratioa N. Saver ibillty, In the event any provision of Ihls Agreement is held to be void,unlawful or odherwrl uncnlaoeable,that provision wall be severed from the remainder of the Agreement and replaced automatically by a provlslon contalning terms as nearly like the void,unlawful,or unenforceable provision as possible;end the Agreement,as se modified,will continue to be In full force and effect. 0, Four Comam. Thls written Agreement,including Bit of its exhlblfs,represents the entire understanding between and obloil is oftha parties es to Sollwara and Spectrum and supersedes all prior undurslandings,agreements,negullatlons,and proposals,whether written or oral,fomhal or Informal between the parties,except that this Agreement shall not amend or supersede the provisions of the May 2.2.2018 Profossienal Services Agreement For Monitoring And Data Collection between Customer and Sensus.Any adtftlonal writings shall not madly any Ilmltadons or remedies provided In the Agreement There are no oihar lens or condillons,oral,written,electronic or otherwise. There are no Implied otitlgatlona. Ali obligations are specifically set forth In this Agreement. Further,there are no representations that Induced this Agreement[hat are not Included In It. The ONLY operativa provisions are set forth in will In this Agreement. Wllhcul IlmiUng the generatty of the foregoing,no purchase order placed by or on behaff of Customer Shall allot any of Use terms of this Agreement. The parties agree that such documents are for administrative purposes only,ouen if they have terms and conditions printed on them and even If and when they are accepted andlor processed by Sensus.Any goods,software orservices delivered a provided in antiapation of this Agreement(far e.g.,as part of a pilot or because[his Agreement has not yet been signed but the parties have begun the deployment)under porthase orders placed prior to the execution of this Agreement are governed by Unts Agreement upon its execution and it replaces and supersedes any such purchase orders. P. 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 fa&mlle or electronic copies,all of which shall he considered an original for all purposes. 6. Dollnitlone.As used In this Agreamcnt the following terms shall have the following meanings: A. "A1Rilafe"of a party means any other entity controlling,controlled by,or under common control wilh such party,where'conbol'of an entry means the ownership, directly or Indirectly,of 010 of more of elthe,(I)the shares or other Nutty 0 such enllty;or(t]the voting dghlS In such enllly. 8, "Alf/SWW'identities the Sensus FlexNel Advanced Motor Inhashtlure System comprised of the SrnariPanl Modtfes,RF Field Equipment,Server Hardware, software licenses,FCC licenses,and other equipment provided to Cuslomer hereunder. The AM]System only Includes the foregohsg,as provided by Sensus. Tile AMI System does not include goads,equipment,software,incenses or lights provided by a third parry or parties to Ihfs Agreement C. 'ConlldenUal fnforaraflorP means any asd all nonpubil information of either party,including the terns of this agreement,Bit technical intarmation about o bar padya pror is or services,pricing Information,marketing and marketing plans,Customers End Users'Bala,AMI System performance,AMI 5yslom architecture and 051% AMI System software,other business and financlel Inrormalice of either party,and all We secrets of ether party. 0. 'Echo Mnscolvar•idantiflas the Sensus standalone,mounted relay device that takes the radio frequency readings Tram the SmadPdnt lkdules still relays them by radio frequency to she relevant FlaxNel Base Station. E. "EardUsar!'m%ns any and userof electricity.water,andlor gas(as applicabro)that pays Cuslgmeriof the consvmpl4nofeleclriaty,woler,ondlorgo$.0oppliWble. F. 'FrsldOavlcer means 0*maters and SmarlPoIntModules. G. 'FlexNot base Sfaflon'identities the Sensus manufactured device conslallng of ons iranscell to be located on a tower Ihal receives readings from N CmanPeint Modules(either dhecty or via an Echo Transceiver)by radb fraquaney and passes lhose readings to the RNI by TCPl1P backhaul conritmInOoa For clarify,F1axNst Base Slallans Include Melts Base Stakuns, H, 'Farce Mafeure'means an even[beyond a parrs reasonable control,Including,without Inflation,acts of Cad,hurricane,Hoed,volcano,tsunami,tsmado,storm, Impost,mudslide,vandallsm,illegal or unauthorized radio frequency interference,strikes,lockouts,or other lNuslrial distwbances,unavalWbiltly rr component polls of any goods prtrdded hereunder,acts of pub5cenomies,wars,blookades,insurrections,riots,epidemics,earthquakes,fires,real-ants or prohibltims by any court,board, deparimeni,commNslon or agency of the United Slates or any Stales,any arrests and restraints,t' 01slurbances and explosion. I- 'Hosra f Som arer moans aaoseilems road as an Application In Exh}bt A. J. 'ln/0uf Casts'means any costs and expenses incurred by Customer to transporting goods beiwewt Its warsheuse and Ilc End Lases premises and any costs and expenses Incurred by Cuslomar In Inslafting,unlnslaTlrg and rernoNng goods. K. 'intellectual Property'means patents and patent eppttcallons,Invonlbas(whelhor patemallo or nos),trademarks,soMoo marks,Uadedress,copyrights,bade secrets, know-how,dale eghls,specifications,drawings,designs maskwonk fights,moral rights,authors tights,and other Inletectusl property dglus,Including any derivations andlor derivative works,as may exist now or hetoaner come Into exIslence,and at renewals end extensions thereof,regardless of wisether eny of sveh rights arise under the laws of the Lhlled Slates orof any olherslale,ceunby orjudsdb[lan,any reglsiraibnsor applications theme'.and all goodwJ pertlnentther[o. L. 'LGhf identifies the load contrd modules. M. "Onyglay Fee"means the annual or murilfily fees,es applicable,lo be paid by Customer le Sensus'aullnutized distribulordurinji ihs Temial Us Agreement. N. 'Pakhes'means patches or other maintenance releases of the Sakwaie that correct processing errors and other foutls end defects sound previous versions of the Software,For cladly.Patches are not Updates orupgrades. 0, 'Permlficd Use"means only for reading and anayznn data[tom Customers Field Devices in nine Service Territory. The Permitted Use does not Include reading third parry meters or reading meters outside the Service Territory. P. 'Release'means both Updates and Upgrades. O, 'Ftamofe Trsnscilhor ktentiltes the Somas slandalens,mounted relay dmice that lakes the radb frequency readings from the SnIMPoin[Modulas and relays them dkKUy to the RNI by TCPIiP backhaul co,munitalion. R3 'RFFIefd EqufpmaAr means,collectively,FleaNet base Stedons,eho Transcalvers end Remote Tmnscelvers. S. 'RNI'Identillas the regional nalwork Interfaces consisting of hardware and software used 16 gather,store,asd report data collected by the AnWal.Base Stations from the SmartPolnl MWvles,The RNt hardware weAua[ions wit be provided by Sensus upon written request from Customer. T. 'RNI solfwate identifies the Sensus proprietary software used kh Ufa RNI and any Petchea,Updales,and Upgrades that are provided to Customer pursuant to the terms of this Agreerreni, U. 'Sorvlce Tarrfforyr identifies[he geographic area where Customer provides otceiriclly,Warr,andlor gas(as applLvoi services to End Users as of the EHecdve rate, This prep well W desorbed on the ppopegafan study in the pariltiss'Specium Lease tiling with the FCC. V. 'Servartfardwi a'means the RNI hardware. W, 'SmartPolal"'Modules'Identifies the Sensus vansmission devices insialled on devices such as moll distribution oulomalton equipment and damandlresponse CONFIDENTIAL f Page 6 of 14 Meridian City Council Meeting Agenda July 24,2018— Page 188 of 534 40 ��a, devloas twaled at Cuslorn0s End users'piemises Thal take tho readings of Iho rnO9M QM transmit Ihose readings by radio frequency to the reieyvnl Flax%[Base Station,Remala Transceiver or Echo Tranaoelver. x 'Wwore means all the Sensus proprietary sofheare provided pursuant to this Agreement,and any Patches,Updates.and Upgrades that are provided to Cuslomer pursuant to the terms of Ihls Agreerral.Tile Sotterare does not include any Ihtrd party solhvare. Y. '7ouchCoupfarUnlf IdentAles an Inducllva coupler connecilon fmm a wafer roglslar to the SmodPoint Module, Z. "Updates'meansreleawsol the SoMrare that cunslilutea minor lmprovemenllnfuncgonaily. AA. 'Uppredas'means releases offtSottrrarewhleheunstiluleaslgnificanlfmprovemenlfnfuncllonalllyorarclrltecturaof the Software. BB. "WAN sackhaur means lho cemmunlaatWn link betweon Floxki.Base Stations and Rarnola Tionseelvers and RNI. CONFIDENTIAL I Pap 7 of 14 Meridian City Council Meeting Agenda July 24,2018— Page 189 of 634 41 W SEnsus ExhlbltA Software Software as a Servtco I. Oescrlptlon of Somices This exhibit contains the delalls of Ilia Software as a Service that Sensus shall provide to Customer if both;(I)pricing fur the appllcar+an of Software as a Service has been provided to the Customer,and(ii)fie Customer is currenlin its payments for such application of Sdf Wee as a Service. A. Software as a Service Generally, Software as a Service Is a managed service In which Sensus caul be responsible for Ina day-today montoring,maintenance,management,and supporting of Cuslamees.software appgratiens. In a Software as a Service solution,Sensus owns all Components of the solution(server hardware,storage,network equipment,Sensus software,and all d4rd-party software)required to run and operate the application.These software appTioations consist of the following(each an"ADolicadon"): Regional Netwark Interface(RNI)Software • SensasAnalytics o Enhanced Package The managed application systems consist of the hardware,Sensus Software,and other third-party software That is requred to operale the softwam applications. Each Appllca run will have a production,and Disaster Recovery(as described below)environment. Test environments use not provided unlam otiierwiss specifically agreed by Seosys In writing.Sensus wtil manage Uw Appllcatloas by provldlrg 24 x 7 x 365 monitoring of the avallabillly and performance of the Appicatksns. B. Usaga License. Subject to all ire terms and conditions of this Agreement.Sensus hereby glvas Customer a license under Sensus'inteledual property rights to use the Sensus Applications for the Permitted Use for so long as Customer is current in its payments for the Applications("1lsaee license"), This Usage License shall commence on Ilia Effective Gate and shall terminate upon the earlier of;(i)the expiration or termination of this Agreement for any reason;CI)If Customer uses tha Applications pravlded hereunder other than for the Per dlled Use;and(iii)the Applicalion is terminated as set forth below. C. Tenmination of Software as a Service, Customer shall have the optDn at any time after full deployment but before the end of the Temr to lerminate any Applicalion by giving Sensus one hundred twenty(120)days prior written noli'ce. Such notice,once dervered to Sensus,is irrevocable. Should Customer elect to terminate any Application,Customer acknowledges WI;(a)Customer shall pay all applicable fens,including any unpaid Software as a Service fees;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 nol terminate the Agreement generally,then upon delivery of the notice to Sensus,Custamer shall purchase the necessary(a)RNI harhvare and(b) RNI software lcense,each al5ensus'Ihon-cureht pricing. No portion of the Software as a Service teas shall be appled to the purchase of Iho RNI hardware cu software license. d, "Software as a Servlee"means only the following services: I, Sensus wi.1 provide the use of required hardwam,located at Sensus'or a third•podys Bala center facility(as determined by Sensus),that Is necessary to operate the Application, ii, SensuswdlprovideprvductananddssaslerreCoveryenvironments for Application. iii. Sensus will provide patches,updates,anti upgrades to latest Sensus Hosted Sofware release. tv. Sensus will oenfigure and manage the equipment(server hardware,routers,switches,firewoils,elc.)In the data centers: a. Network aadrassas and vfriaal private networks(VPN) b. Standard time source(NTP or CPS) a seurrilyaccesspohts d. Respond to relevant alarms and notifications V. Capacity and performance management.Sensus will: a. Monitor capady and performance of the Application server and software applications 247 using KPI mabirs,thresholds,and alerts to proactively identity any potential Issues related to system capacity and/or performance(i.e.database,backspoel,logs,message broker storage,etc.) b. If an issue is identified to have a potential impact to Ne 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 conhgumllon to the server,In accordance 10 standard con%uralion and change management policies and procedures, d. Manage and maintain the server stooge 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 lake Immediate action to maintain the ayslem capacity and performance levels, and Sensus has authority ID make changes without Customer approval as needed,in accordance to standard configuration and change managementpoll&s and procedures. vi. ❑atabasamanagement Sensuswill: a. Oefina data retention plan and policy, It. Monitor space and capacityrequfremanls. c. Respond to database alarms and notifications. d. Ihtslall database software upg radar and patches. a. Perform routine database maintenance and cleanup of database to improve capacity and performance,such as rebuilding indexes,updating Indexes,consistency checks,ran SQL quarylagentjobs,etc. vii. Incident and Problem Management. Sonsuswill: a. Pmactivelymonitarmanagedsystems(24x7x36S)forkeyeventsandlhresholdstaproartiveydetectandIdentifyIncidents, b. Respandtoln6dents and problems that may occur toftAppfication(s). c. Malnlain palldos and procedures for reapending to Incidents and performing root cause analysis for ongoing problems. d. Corrafata Incidents and problems Where applicable. o. Sensus personnel will use the Salestorce Self Service Portal to document and track incidents. f. In the event that a Sensus personnel is unable to resolve an issue,the Issve will be escalated to the approprialo Subject Matter Expert (SME). g. Maintain responsibility for managing incident and problems through resolution and will coordinate with Customer's personnel andlor any required third-party vendor to resolve the Issue. CONE IDENTFAL I Pape a of 14 Meridian City Council Meeting Agenda July 24,2018 Page 190 of 534 42 sEnsus h. PmVda telephone support consistent wlth Ex OR D,Technical Support In the case of undetected events. vlll. SecurilyManagornent. Sensuswlll: a. Monitor Doe l lral and cyber security of the sarver and Appllca8an(s)246 to ensure system Is highly secure In accordance vft MIST Security Standards, b. Perform active Intrusion prevention and doloclon of t ha dala center network and firawalls,and manhor fogs and alerts, o. Conduct period penotratioritesillofthenework and data center facilities. d. Conduct monthlyvUrierabllly scanning by both internal staff and external vendors. e. Perform Antl-Virus and Mafware patch management on all systems. I. Install updates to vkus protection software and related Ales(induding Virus signature files and similar Ales)on all servers from the updale being generally available from the anti-virus software provider, 9, Respond to any polential threat found on the system and work to alkninale Virus or Malwere found. h. Sensus adheres to and submits cerglical to NERCICIP Cyber5ecurily standards, E Sensus actively parttcipaleslmonftors industry regulationlslandards regarding sewrity—NERC,FERC,MIST,CpanSG,ell through Ills dedicated Sensus Securilyteam. j. Provide secure web por al ache$$(SSL)10 the Applioaliorl(s). ix, Backup and 0(sasler Recovery Management,5ensuswill: a. Perform daily backups oldala provltrmg cne(1)yearol for audl and restoration purposes. b. Back-up and store data(on lapes or other storage media as appropriate)off-sile to provide protection against dfsaslers and to meet file recovery needs. o, Conduct incremental and fall back-ups to captors data,and changes todalarontheAppllcation(s). d. Senses will rep[cale the Applications)environments to a geographically separated data center location to provide a full disaster recovery environment for tie Application production system, e- Provide disaster recovery environment and perform(ail-over to AR environmeniwielin forty-eight(48)hours of declared event. 1. Generale a report following each and any disaster measuring performance against the disaster rammy plan and identification of problem areas and plans for resolution, g. Maintain a disaster recovery plan, In the event of a disaster,Sensus shall pravtde use servlcesIn accordance w1th Ute dlsaslerrecovery plan, h. In the case of a disaster and lass of access to or use of the Applicator,5edsys would use tommerciatly reasonable efforts per the Recovery Time Objectives and Recovery Point Objectives spedfted herein to restore operations at the same location or at a backup location within fortyelght(48)hours. I. The ApplIcall shell have a Recovery Time Objective(RTO)of forty-eight(48)hour;. j. The Recovery Point Objective(RPO)shall be a full recovery of the Application(s),will an RPO of one(1)hours,using no more than it twenty- four(24)hour old backup. All me(er•relaled data shall ba pushed from each Base Stat'iorrITGB restoring the database to real-time minus external interfaced systems from the day prior. k Cale tom external Interfaced systems she[he recreated within a forty-alght(48)hour perfod with the assistance of Customer personnRi and staff,as needed. E. CustomarRaspanalbllitles: I. Coordinate and schedule any changes submitted by Serisus to tine system in accordance with standard configuretlon and change management procedures 11. Partldpale 1n all required configuration and change management procedures. ii. Cuslomerwil log Ineldervis related to the managed Applicalionwith Sensus personnel via ema;l,web portal ticketentry,orphonecall, iv. Respandbla for periodic processing of accounts or readings(Lo,bllllRg files)for Customer's Will system for billing orolher analysis purposes, V. Responsible for any raid labor to troubleshoot any 5martPolnt modules or smart meters in the field in populations[hat have been previously deployed and accepted. vi. Frsttesponse labor to troubleshoot FlexNel Base Statlon,Echo TransceMars,RemoinThanscoivors or olherfield network equipment vii. Responsible for Iota[area nelwal-kconfguratim,management,and support val. Idenfffyand research ploblsms with meter reads and molar read performance. Ix. Create and manage useracceunts. X. Customize applicalia[Configurations. A, Support application users. xil, Investigate appllcation operational Issues(e.g.meter reads,reports,alarms,etc), AL Respond to alarms and notiAcations. kiv. Pail rimnwara upgrades over-th"llordelegate and monitor field personnel foron-sile,upgrades, F. IggfMitrail l!Uir-W.does rat Include any of the following servlcm I. Pads or labor required to repair damage to any geld network aquipment that Is the result of a Force Majeure event u. Any integration between applications,such as Hard$MeterSenso,would require a Professional SeMcas contract agreement to be sloped,submitted, and agreed in a signed willing between Senses and al the appticable panes. tf an Item Is not listed In subparagraphs In Item M Ill such item is excluded tram the Software as a Sorvleo and Is subject to additional pyleing, ll, FurtherAgrearnets A. System Uplime Rate 1. Sensus(or its contractor)shay manage and maintain the Applicalion(s)on computers owned or conholled by Sensus(or its contractors)and shall provide Customer access to the managed Application(s)vra internet or point to point connac5on(i,e.,Managed-Access use),arcardng to the terms below.Sensus endeavors to maintain an average System Uptare Rate equal to ninety-nine(99,0)per Month(as defined below).The System Uplime Rate,cumulative across allAppTioaW&,shall he calculated as follows: System Uplime Rate=111D x frMO-Total�{on- uNgured Oawngme minutes In the Month) TMO I. Calculations a. "Targeted Minutes of OperaGud or"TMO"means total minutes cumulative across all AppIIcatlons In the applicable month("Month") minus the Scheduled Downtime in the Month. CONFIDENTIAL j Page a of 14 Meridian City Council Meeting Agenda July 24,2018-- Page 191 of 534 43 SE1 sus b. "Schodufad Oowrffine"means the number of minutes during the Month,as measured by Sensus,In which access to any Application is scheduled to be unavailable far use by Customer due in planned system maintenance. Sensus shall provide Customer notice(via email or otherwise)at least seven(7)days in advance ofcommencement of the Scheduled Dawntime. c. "Non-Scheduled Downtime"means IN number of mtinules during tie Month,as measured by Sensus,In which access to myApplutien Is unavailable for V40 by Customer due to reasons outer than Scheduled Downtime orthe Exceptaas,as defined below(e.g.,due to a need for unplanned mam[enanm or ropalr). R. Exceptions."F o@ _&Olsen IN folo4agi WOW a ForceMajeure; b. Emergency Work,as defined below;and D. Lack oflntemet Availability,as described below. I. Emergency Work. In the event that Force Majeure,emergencies,dangerous conditions or olher exceptlonal circumstances arise or onnURUe during TMO,Sensus shall be entitled to take any actions that Sensus,In good faith,determines Is necessary or advisable to prevent,remedy,mldgate,or otherwise address actual of potential harm,interruption,loss,threat,security or like concern to any of the Application(s)("Emorgancv Work°). Such Emergency Work may include,but Is not limited to;analysis,testing,repair,maintanance,re-setting and other servicing of the hardware,cabling, networks,software and ofiter devices,materials and systems through which access to endfar use of the Appllallon(s)by the Customer Is made available(the"M_pnaued Snrslema").Sensus shall endeavor to provide advance nolico of such Emergency Work to Customer when pract cable and possible, il. Look of Internet Avallabllity.Sensus shall not be responsible for any deterioration of performance attributable to latencies In the pubic Internet or paint-to-point network connection operated by a third party.Customer expressly admowiedges and agrees that Sensus does not and cannot eontcol the now of data to or tom Sensus'networks and other portions of the InlemeL and that such now depends in pad on the performance of Inlemet services provided or controlled by third parties,and that at times,actions or Inactions of such third parties can impair or dfwupt data bans6ted through,andlor Customer's connections to,the Internet or point-to-point data connection(art portions lhefeoQ.Although Sensus will use commercially reasonable efforts to lake actions Sensus may deem appropriate to mitigate the atfeeis of any such events,Sensus cannot guarantee that such avents will not occur.Accordfrgty,Sensus disclaims any and all liability resulting from or relating to such events. M data Canter SlteSocudly. Although Sensus may modify such security arrangements without consent or notice to Customer,Customer acknowledges the following are the current arrangements regarding physical access Io and support ofthe primary hardware components of the Managed Systems: f. The compuior room(s)in which the hardware is insta4ed is accessible only to authorized Individuals, ii- Power infraiMuchrre includes one or more uninterruplbfe power supply(UPS)devices and diesel generators at other altemabtie power for back-up elecbfcW power. lif. Air-conditioning fadlilies(far humidity end temperature controls)are provided in or for such computer foom(s)and can be monitored and adjusted for Nobly and temperature settings and central,Such aksystems are supported bymdundant,back-up orrdier swllch-over environmental uplls. Iv. Such electrical and NG systems are monitored on an ongoing basis and personnel are available to respond to system emergencies(dany)In real lima. Y. Ory pipe pre-action frre delection and suppression syslerns are provided. Vf. Oala circuits are avallable via mutSple providers and diverse paths,gluing access redundancy. C. Sosponslbllfllos of Customer I. Cusimmi shall promptly pay all Subwe as a Service fees it. Customer may not @ carelessly,knowingly,Intentionally or malxlousiy threaten,disrupt,harm,abuse or interfere wits the Applicakan(s),Managed Systems or any of[heir functionality,performance,security or Integrity,nor attempt to do so;(ii)impersonate any person or entity,induding,but not limled to,Sensus,a Sensus employee or another user,or(III)forge,Falsify,disguise or otherwise manipulate any identification hfwmatfon associated with Cuslomert access to or use of the Appllcation(s). ill, The pruvlsiontng,compa6bifgr, operakon,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 0 the desktop environment used by Customer 10 access the Applicatlon(s)managed by Sensus;and(5)Customer's network router and firewall.If appiicabie,to allow data to Bow between the Gustomars Systems and Sensus'Managed Systems In a secure manner via the public Internet, N. Upon receiving the system Orninlslfator account from Sensus,Customer shall create usemame and passwords for each of Customers authorized users and complete the applicable Sensus registration process("Authorized Users").Such usemomes and passwords will allow Authorized Users to access the Appliration(s).Customer shall be solely responsible for malntaining the security and confidendallty of each user ID and password pair associated with Customer's account,and Sensus will not be gable for any toss,damage or liability arising from Customer's account or any user ID and password palms associated with Customer.Customer Is fully responsible for all acts and omissions that acarr through the use of Customer's account and any user ID and password pairs.Customer agrees(I)not to allow anyone otter 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;pl)to ratify Sensus immediately of any actual or suspected unauthorized use of Customer's account or any of such user ID end password pairs,or any other breach or suspected breach of securty,restricted use or confidentiality; and(ds)to lake the Sensus recommended steps to log out from and otherwise exitthe Appguaticn(s)and Managed Systems at the end of each session. Customer agrees that Sensus shall be entitled to rely,without Inquiry,an the vacdity of the user accessing the Appliration(s)appllcation through Customer's account,account ID,usemannes orposswords. V. Cuslomar shall he responsible for the day-to-day operations of the Aporatan(s)and AMI System. This includes,without Ilmltation,(t)researching problems with meter reads and system performance,fd)creating and managing user accounts,(uR)customizing application configurations,(iv) supporting application users,(v)InvestgoUng application operational Issues,(A)sespondltg to alarms and notiticatons,and(vii)performing aver-the-alr commands(such as firmware updates or configuration changes). III, seneusAnafydcs A. Essential Package.The Essental Package Otte Sensus Anotyfics Application shall consistof the lelfuMpq modules; 1. Device Access a, Aeows search for meter details by using data Imported from the Billing system or the Sensus Device ID orAMI ID. h. ACowsa view of the meter interval at register reads. c- Meter data is avallable to be copied,printed,or saved to cerfaln user programs of file formats,specifically CSV,PDF,and Spreadsheet d. Allows the current and historical data tobeviewed. e. Allows the current usage to be compared to historical distribution averages, 1. Allays the user to see the meter location on a map view. g. Allows notficadons far an event on a single meter to be forwarded to a Customer employee. h. Allows details to be viewed about a meter—(dependant on the data Integrated from other systems). g. Meter Insight(provides the foliowilg) CONFIDENTIAL)Paee 1e of 14 Meridian City Council Meeting Agenda July 24.2018-- Page 192 of 534 44 } Jr=nsus a. #of active meters, b. It of orphaned meters with drill down to the list of meters, c. #of inactive meters with dill down to the list of meters, d. #of stale melerswilh drill down to the list of meters. e. #of almost stale meters with ddll down to the list of meters, f, #of meters where no read is avallable with drill dawn to the list of meters, g. #of meters with high threshold excepWris with drill dawn to the list of meters. h. #of unknown radios with drill down to the list of meters, iii, ReportAocess a, Allows theusertoseemeleralarmsandchoosearepodfrornalistofstandardreporls, b, Master Route Register Reads;$hawsthelatest reads for all melers within specified time window. c, Meler Route Intervals Reads;Allows users to Inspect intervals of a single imater over a peru of time. d, Master Route No Readkigs; List all meters that are active In tine system,but have not been sending reads within the speciNed time window, e. ConsumplDnRepal; List meters'consumption based anmeterreadhgswithln the spedfiedbmewhiclow, f. Zero Censump6on for Period:List motors whose readings do not change over a period of time, g. Negative Consumption: Shows the number of oueurranws and readings of negative consvmptim for the last 24r,46hr and 72hr from the entered toll up date. h. Nigh Low Exception Report;Displays meters whose reads exceed minimum odand maximum threshold,with7n a time range. I, Consumption vs Previous Reported Read; Compares latest reading(from RNI)with last known read received from CIS. �. Consumption Exception 24 hour Report: This report shows meters that satisfy these two conditions:(i)the daily average consumptions exceed entered"daily consumption threshold;"(2)The number of days when daily t hroshnlds are exceeded are greater than the entered" exception per day threshold k EadpolntOetails:Shows the current stateofineterslhatare created Val-tin the specified firma.range. I. Orphaned Meters:Ustmeters that are merited as'arphaned',which are created as of entered"Created as op'parameter. m. Biting Request Mismatch: Displays meters in a billing request that have different AMR id with the saes sent by RNL It also shows AMR Id in hieing request that have different meter Id In the RN I. n, Users need to enter which billing request Re prior to runnang the report o. Alarms Report:List all alarms occurred during a limo 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 dhs billing system. b. Receive blffng request fifes from the tilling system to Identify what meters to include In the billing export file in the cast:where frilling request file option is used. c. Provides a repositoryof past blfing files that were either used for blling preparation or aduallysend to the billing system, d. V411 stare created billing fifes for a period of three years unless otherwise denoted. e. The system will alfowcfsalkm of test files bafae export to the billing system. V. Billing Adaptor a, The underlying configuiaVand touts mapplag the exffactien of billing data to enable Integralion to the utilllys blling system, vi. Gala Store a, Allows storage ormeter reading data Indudleg Intervals,Registers,and Alarms to be stored. b. Stored data is available anitna For reports and analysts. o. Data will be retained for 5 years.Additional duration can be purchased. B. Enhanced Packago,The Enhanced package ah811 wasistof the modules listed above In the Essential Package,as well as the folcMng addi;icnal modules; 1. Alarm Dashboard a. Allows the user to summarize and file(alarms by a date range, b. Allows the user to revlew ail alarm types on a singla screen. o, The user can filer out the alarms not wanted on the screen. d. Alarm totals can be visualized. e. Adds a view of irending alarms overtime. f. Click to drill down on an alarm lagain more Information on specific events. g. Click toonalyzeaspeclfic event ona particular do*&. Ti. Alarm Console a. Follow real time monitors of the alarms caning from Customers meters. b. Provides a single view for all alarms across the entire nahwfk. c, Allows the user to Wow trending of each alarm over time, 11 Alert Manager a. Allows creation ofaled groups who will be notified when an alarm occurs. b. Users can manage aledgroups by adding and removing group members, c, Allows seleacri of notification method for how end users in the group will be notifed;emall or SM5(text message). d_ Allows creation ofan alert from the available system events from smadpofnts and assign to a group. e. Monitars rhesystams meters foravents,When an event is triggered,all users in the group will be notified, 0. Integration of Sensus Analytics,Sensus shall provide Integration support services to Customer only to the extent specifically provided below: I. Sensus shall provfdo Customer with a simple fiat file specification known as VFlex for the integration of the Customer's back office system to the Sensus Analytics modules.This gat file may be delimited or fixed width.This speOnlion atlows Customer to transmit each day or as neadod:the devices and end users In the system,end user status,end user account information.end user name,and other end user details. when sent to llse Sensus FTP servers,this file exchange w411 enable the system to become operational with the Customer's systems. Customer shall produce this Ile and transmit It to the FTP location designated by Sensus,Sensus wilt provide reasonable supportto explain to Customerthe required vs.optipwi fields that are in the specification,(eating and validatiorr ofthe file format and comtenl, a. In scope of the included Integration efforts is the mapping the Custorner's fields to the VRax speeilcat on, b. Out of scope and subject to additional charges vdil be the transformation of data where business logic Incruding code must be written to modify the field content ur format of the data to meel the VFiex specification, II. Sensus'Integration services consists of four(4)hours of assistance(remote or mAe,as determined by Sensus). if additional time is needed to complete the Integration effects,Sensus shall invoice Customer for additional fees on an actual time and materials basis, CONFIDENTIAL I Page 11 of 14 Meridian City Council Meeting Agenda July 24,2018— Page 193 of 534 45 SEnsUs iii. if an Item Is not Ilsted In suhparagraphs(1)or ill)above,such Item is excluded from the Integration of Sensus Analytics Support and Is subject to additional pricing, E. Data Impart. The Sensus Anaiyllcs Application contains adapters for the Import of dale from;(a)Customers Ftextdat AMI System;and/or(0)AaloRead application for handheld and drive by systems,as applicable. F. CuslomOrAcknowledgoments. I. Custumeraoknowladges Ihat the SensusAnalytics Appllcadon provides up to lty(50)user loglns for Customer's use, II. Customer acknowledges and agrees the Sensus Anaiybcs Applica#on Is based upon the actual number of End Users wdhin Customers Service Territory.Pricing may increase Nu54arnees Se4vlce Territory or actual number ofEnd Umfs;expands. III. Customer acknowledges that all data related to the Sensus Analylics Applications is geographically hosted within the United States of America. Customeraecepls fhegeographic Iocalfon ofauch hosting,aid indemnifics Semus for any daima resulting therelrum, Iv. Customer acknowledges and agrees that Intellectual Property provisions of this Agreement apply in all fespeels 10 Customers access to and use of the Sensus Analytics Applications, V. Customer Is responsible for validating the data analyzed by the Senses Anaty6p Applicaliaru, Semous makes no promises o/improving Clrstvmers operations or saving Customer money,nor Is 5ensus liable for any damages resulting tam decisions made by Customer related to Customers use of Senses Ansfytios, IV. Thlyd Party Software. A. RedHal.LlnuK. It Sensus Is providing Customer wM a license to use RedHat Llnux Software,Customer agrees(o the followIng; By entering into this Agreement,Customer agraas 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 avallabb at the websites Idon65ed below. Please reed the Red Hal End User license Agreements and Incorporated feleramos carefully. Subscdplon: End User License Agreement: Red Hat Enterpdso Linux hop:tAwm.redhatoom(Icensesfrhel—rho—euta.html Aeons rolarpriseMlddieware httpIMmradhatcmVIcenses4boss_eula.hbnl CONFIDENTIAL)Pape 12 of 14 Meridian City Council Meeting Agenda July 24,2018— Page 194 of 534 46 op '' SEns is Exhibit 9 Technical Support f, Intfoduction Sensus Technical Services provides utility coslomers with a single point of contact for Tier 1 support of technical Issues as wed as any coordination of additional tesources 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 Iroubteshootiag elforts for the product type,the issue will escalate to the Engineering Support Team,Occasionally,an-site troubleshooinglanalysis may ba required,The preferred order of on-site suppot is; a) The Customer(for assistance with the easiest and lowest Urre-consuming activities such as poweronlpower off). b) The Ica dlsbibulor. c) Sensus empfayees or contracted pwsonnel.If required to fulfill a contract commitment. 2. 6 uppod Gotcgorlos 2A. General questlars regarding func8onAlly,use of product,how-to,and requests for assfslance on Sensus AMR,AMI,RF Network Equipment,Metering Products and Sensus Lighting Control. 2.2. Proactive reporting and resolution of problems. 2A, Reactive reporting to isolate,document,and solve reported hardwarelsoitwars defects. 2..4, Responding to service requests and product changes, 2.5. Addresssigc mtomeringvideswithprinledorelecbonicdewrnentafion,oamples,oradditionalexpfanalionlclarificalion, 3. Support Hours 3.1, Standard Support Hours:Tell-free(elaphona support(1.806-G38-3748 option#2j is available Monday thin Friday from 8:08AM EST to 8ta0PM EST.After- hours,holiday and weekend support for Severity 1 and Severity 2 issues Is avallable by calling 1.800-638.3748,option#a. 4, Support Procedures U. Customer Identifles an Issue or potential problem and calls Technical Services at 1.800-630.3748 Option 92.The Customer Service Associate or Technical Support Engineer will submit a Support ticket. 4.2. The Customer Service Associate orTechnicat Support Englneer will Identify the caller name and utility by the assigned software serial number,city,and slate In which the tail originated.The nature of the problem end severity levels wdl be agreed upon by both parties(either at the Lima the Issue is entered or prior to upgrading or downgrading an existing Issue)using the severity definlllons below as a guideline,The savadty level Is then captured Into a support ticket for creation and resolution processing.Any time during the processing of this ticket,If the severity level Is changed by Sensus,the customer wfl be updated. $eveAty Levels Dascriptlon: Sat Customer's production system Is down.The system is unusable resulting in iolnl disruption of work.No workaround Is available and requires Immediate attention. Example;Network mass outage,all reading colleclon devices Inoperable,inoperable had end software(e.g.,RNI Soff are,Sensus MISM). Sev2 Major system featurelfunction failure.Operations are severely resldcted;there is a major disrup5on or work,no acceptable work-around is available,and fallure requires Immediate attention. Examples:Network equipment failure(e.g.,FlexNe(Echo,FlexNet Remote,Base Slatian transceiver,or VGB);Inoperable reading devices(e.g., AR5506,VXU,VGB,or CommandUnk);head end saftwere application has important Functionality not working and cannot create Mod file for hiring system operations. Sev3 The system is usable and the Issue doesn't affect critical overall operation. Example:Minor network equipment failure(e.g.,EchoMernale false alarms or Base Station Iansceiver False alarms);head end software application operable but reports are not running property,modification of vierror some non-cdtical function of the software Is not running. Sevd Minor system lssues,questions,new features,or enhancement requests to be corrected In lulure versions. Examples:Minor system Issues,general questions,and'HowTe questions. 4.3. The Customer Service Associate or Technical Support Englneer Identifies whether of not the customer Is on support,9 the customer is not on support,the customer Is advised of lho service optloos as well as any applicable charges thatmaybe billed. 4.4. Calls are placed In a queue from which they are accessible to Technical Support Engineers on a first•come-first-serve basis.A first level Customer Service Assoclata may assist the customer,depending on the dit5rvity of the call and the representative's technical knowledge.Technical Support Engineers(Fier i support)typically respondhesolvo the majority of calls based on their product knowledge end experience.A call history for the particular account is researched to note any exdsdng pattern or If the ca'I Is a new report.This research provides the representative a basis and understanding of the account as well as Any associated problems andfor rasoltillons that have been communicated. a. Technical Servlces confirms that there Is an Issue or problem that needs further analysts to determine Its cause.The.following Information must be collected:a detailed description of the issue's symptoms,details on the softwarelnardwam product and version,a desedp6nn of the environment in which rho Issue arises,and a list of any corrective actton already taken. b. Technical Services will check the Internal database end product defect(reeking system,to see if reports of a similar problem exist,and N any working solutions wera provided.If an existing resolution is found that will address the reported issue,it shall be communicated to the customer.Once f1 Is confirmed that the Issue has been resolved,the tkket Is closed. C. If there Is no known defect or support that defines the behavior,Technical Services will work with Bhe customer to reproduce the Issue.Ifthe issue can be reproduced,eitherat the custorer site or within support center test lab,Technical Services will escalate the tkkel for further investigation f resolution. if the issue involves units that ate considered to be detective with no known reason,the representative will open a SpWal Investigation MIA through the Support system.If it is deterffaed that a sample is required for further analysis,the customer will be provided with instntctions that detall 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 confirma6bnAvorkarounds to resolve immediate issue.Technical Sanrices will oomedlatety contact tina customer to advise of the escalation.The response and escalation times are listed In Section 5,At this lime,screen shots,log fees,configuration hies,and database backups will be treated and attached to the tickel. CONFIDENTIAL I Page 13 nt r4 Meridian City Council Meeting Agenda July 24,2018— Page 195 of 534 47 SEnSUS 5, Re 5pons5find RaWutlon Targets, Sensus Technical Support will make every reasonable effort to meet the following response and resolution targets: Standard-Target fr ind2fd7sr h,Vj'-,f� immediately assign vatned and quailed ' Salisfactaqworkaround Is provided. Services Staff to correct the error on an * Program patch is provided, 1 30 Minutes expedited basis. Provide ongoing - FR Incorporated Into future release. communIcaron on the status of a . FN or workaround Incorporated Into the Support rorrectloD. Knowledge Base. v Satisfactory workaround is provided, Assfgn bral5ed and qualified Services * Program patch is provided. 2 4 hours Staff to correct the error, Provide * Fix incorporated into future release, 0mmunlualon W updates occur. - Fix or workaround incorporated Into the 34pod Knowledge Base. • Answer to question Is provided. • SatisfactorywDrkaround Is prurvided. 3 1 Business Day go business days # Fhc or workaround Incorporated kilo the Guoporl. Knowledge Base. - Fix InCDIPOrated lito future release. - Answer to qLesVon Is provided. 4 2 Business Days 12 months - Fix oT wDftround incorporated kilo the Support Knvovledge Base. 6. Problem Escalation Process. 6.1. 11 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. Severity 1 Issues are escalated by Sales or Technical Services to a Supervisor It not resolved willifn 2 hours;to N Manager level if Rol resolved within 4 hou rs:to the Nreclortevel It notreso4yed within the Game business day-,and to the VP level if not resolved within 24 hours. 6.1.2. A customer may escalate an issue by calling 1-800-638-3748,Option 2.Please specify the Support Uckel number and he reason why the issue is being escalated. 6.1.3. In the event that a customer is not satisfied vith the level of support or continual problem Wth ftlr pmducLq,they may escalate a givei Support ticket to Manager of Technical Services(1-1100-638-3748,Option 2)- 7. General Support PrQvfslons and Exclusions, 7.1. Sensus provides 0100 dotumentatiQn for Sensus products through the Sensus User Forum(htpJlmyftexiielsystem.curniModileJU5er/Login).At Sensus customers are provided access:to this Wine database,whkh Includes operallon,configuraton and technfeal manuals.Sensus also hosts perlaffic user group teleconferences to faciftale the interchange of product Ideas,product enhancements,and overall customer experiences.The customer shall proVda names and emall accounts to Sensus so Sensus may provide access to the Porlal, 71 SpeOaliyed support from Sensus is available on a fee basis to address support issues outside the scope of this support Plan Of V not covered under another specific maintenance contract.For example,specialized systems Integration services or out of warranty network equipment repair that is not Conrad under a separate maintenance CoAWL CONFIDENTIAL I Peou 14 of 14 Meridian City Council Meeting Agenda July 24,2018— Page 196 of 534 48 ATTACHMENT 'T' SOFTWARE MAINTENANCE AGREEMENT 49 This page intentionally blank 50 SoftwareFlexNeff Maintenance Overview Hundreds of utilities across North America have adopted the Sensus FlexNet AMI system. This technology empowers electricity,gas,water or combination utilities to conserve resources through a flexible,reliable and open system. Sensus software applications are critical components of the FlexNet system,enabling a seamless interface with the utility's bill- ing programs and empowering the utility to make intelligent decisions. It is vital that these software applications are consistently operating at the highest level of efficiency.The FlexNet"" Software Maintenance Program provides day-to-day assistance,remote troubleshooting and diagnosis of problems, and access to software updates.Utilities will have peace of mind,knowing that Sensus technical support professionals are ready to answer questions diagnose and troubleshoot any issues and help ensure the FlexNet system is up and running efficiently at all times. DELIVERY MODELS Sensus offers our customers software in two different delivery models: 1. Software as a Service(SaaS)-Sensus shoulders the burden of owning and managing all the hardware and software from our tier IV data center. When choosing the SaaS delivery model the FlexNet maintenance program is included in your subscription fee. 2. Licensed Software-the utility licenses all software applications and manages both hardware and software onsite. For this option, additional years of the FlexNet Maintenance program can be purchased to help safeguard the operations and maintenance of the software,thus maximizing the utility's return on investment, Each delivery model has its own support level,but regardless of the option selected,support is always included the first year. Incl4'''Services Licensed Modelor el Telephone Support ✓ ✓ Remote Diagnostics of Software Problems ✓ ✓ Software Updates ✓ ✓ AuloRead annual support(if applicable) ✓ ✓ Loaner Programming Equipment ✓ ✓ Discounted Remote or On-site Training ✓ ✓ Daily Backup ✓ Data replication to a Disaster Recovery site ✓ Anli-Virus and Malware subscriplkon and scanning ✓ Operating System supporl,troubleshooting,security patching and upgrades ✓ Linux Red Hat,Microsoft Windows Sarver,Microsoft SQL Server and Orade ongoing maintenance Hardware Maintenance or Refresh ✓ Data secured in a Tier IV SSAE 16 Certified Data Cenler ✓ 'Requires cuslamer to provide secure Cisco or OpenVPN conneclion ®2012 Sensus USA Inc.All rights reserved.FlexNet is a trademark of Sensus.The Sensus logo is a registered trademark of Sensus. For more information,visit us at sensus.com 8601 Six Forks Road,Suite 700 Raleigh,NC 27615 1-800-636-3746 5 E n S U S 51 This page intentionally blank 52 ATTACHMENT"G" FERGUSON VAR SUPPORT 53 This page intentionally blank 54 Of" FERGUSON WATERWORKS VALUE ADDED RESOURCE (VAR) SUPPORT FOR AMR/AMI PLANS Offering additional benefits for current Sensus subscribers. 1 ` hn �, EL BASIC VAR AMR/AMI PLAN Under this plan,current qualified customers can receive: AccesstotheSensussupportsystem,including: Ticketing system to track issues through • Unlimited phone and remote support with Sensus resolution,including: • Routine software updates •Documentation of historical issues and resolutions (Auto Rea d/AutoVu/Field Logic) •VAR selection of the most efficient resolution paths Access to the Ferguson MAG support system: Access to theg reater Ferguson • Unlimited phone support loaner equipment pool • Up to eight hours of remote support witha Ferguson integration specialist EXTENDED A' AMI PLAN extendedWith the plan, basic plan, On-site visits to all base station sites(2x/year)for Note:To qualify,customers must be currently subscribed with Sensus routine inspections and maintenance,Including: base station annual warranty purchased through Ferguson Waterworks. Sensus may charge$1,750+per day plus expenses for installation Of warranty parts.Your base station may be void if you do not use a • Logging into the TGB to check settings and alarms certified Sensus or Ferguson Waterworks specialist for parts installation. • Cleaning all filters and drain lines(if applicable) • Checking backhaul to verify data transfers Working with customer,billing vendor and/or Sensus • Line sweeping antennas(if necessary) on data sync issues • Installing new transceivers,backhaul,batteries, One additional hour of third-party support service etc.,into the base station(as needed—applies only per month to parts covered under Sensus warranty;Call for quotes on parts not covered by or out ofwarranty) On-site training once per year for up to eight hours 55 This page intentionally blank 56 ATTACHMENT"H" PROPAGATION STUDY 57 This page intentionally blank 58 FlexNet Design k Propagation Analysis t 14161-City of Meridian Meridian,ID Highway 20126 Hlgm,. addrns - iv u•-L.. r R F E rI er:J eff Lewis 'eat u5�`+.E.•a-,,: -- �]_'--;:,-��r�";�_ Dete:03/11/2024 �y 4' Ga n CIQ Site Details WEST aENC Total Site Locations:3 On Air=1 Pra used=2 ... =17 r.r I;' verdale r FSLn.- �z{a :,}�: c ]E� "jam. ;:.11,'r":•- E ti 1E' 3 y Total Base Station Counts:3 0n Air=1 M40062 Proposed=2M44062's . S. Viy .tiO1 , Design Factors r r�� Flex Net Ve rs i on s,,it, ,-•' PIDNErP End point Type:Water �•,-rN Sin ertpoint Location:Pitset(above ? '.-_. niL 5�'-'L"_-•—_-Ala lid) �, 0 count % TCta Eno Ci 1t5 Cu4'ered 32,936 100.009fi :IJiX Wf ST w A COUNTY 1 way coverage 32,924 99,96% '.LLIlENik SOUTH CO 6 0.02% u •� TomlEndpoinaanui}xed 321930 • LEGEND Two-woy[a+e•ane •� .One-wog Covmte P•000crd Size Last o� r + a rw Or.Air Sae_X9IDr. • Endpw EnoEion sEns rs This propagadon study is based on actual infonnattion prcMded by the Lrk.y pertaining�o me.ertype,Swart poim Locaian.psental antennae height on structure,structure height,and stricture locaEiort Any changes,deletors a yrylem brand ancioraddroonsthat are not prarided:o the design engineers during the creation of this m is day result in a study hat does not oxrIto a--ual field oandiions. 59