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Sensus (AMI) Agreement For Monitoring and Data Collection V1VW= s r= n s s Advanced Metering Infrastructure (AMI) Agreement between City of Meridian ("Customer") and Sensus USA Inc. ("Sensus") IN WITNESS WHEREOF, the parties have caused this AMI Agreement ("Agreement) to be executed by their duty authorized representatives as of the day and year written below. The date of the last party to sign is the "Effective Date." This Agreement shall commence on the Effective Date and continue for/until: 5 Years ('Initial Term"). At the end of the Initial Term, this Agreement shall automatically renew for an additional term of 5 years ('Renewal Term"). The "Term" shall refer to both the Initial Term and the Renewal Term. This Agreement contains two parts: Part (1) Is The FCC Notification for Spectrum Manager Lease, to be filed with the FCC by Sensus on behalf of the Customer and Part (2) is a 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, 2018 Professional Services Agreement For Monitoring And Data Collection entered into by Customer and Sensus ("May 22, 2018 Agreement"), the provisions of the May 22, 2018 Agreement shall prevail. Sensus USA Inc. By: Tun Han iger (Jul 18, 2018) Name: Tim Harrlger Title: VP Sales NA Water Date: Jul 18, 2018 Cus r: City f Meridian By: Name: Title: P 6 o I/ - Date: l �G/ / db/ Contents of this Agreement: Part 1: Notification for Spectrum Manager Lease Part 2:AM1 Agreement Exhibit A Software Exhibit 8 Technical Support CONFIDENTIAL I Page 1 of 14 SEns S Part 1: Notification for Spectrum Manager Lease In order for Sensus to apply to the FCC on the Customer's behalf for a spectrum manager lease. Customer must complete the information below in boxes one (1) through ten (10) and certify, via authorized signature. Customer's signature will indicate that Customer authorizes Sensus to rile the spectrum manager lease notification on FCC Form 606with the Customer as spectrum Lessee, and If Customer does not already have one, ownership disclosure information on FCC Form 602. CustomerALessee Name: C 1 OE eri d 5-avl Attention To: AA v- 1 Name of Real Party in Interest: 'Ta,� de We" Street Address: 3 ?5,roxdvq-xAv,vnw_, City. MeyiXaVI State: Zip: 3 b� Phone: 2,�8 f�, 8� O Fax: Email: Is Customer contact information same as above? [ZYes ❑No (If No, complete box 2 below) 2. Additional Customer/Lessee Contact Information Company Name: Attention To: Street Address: City: State: Zip: Phone: Fax: Email: Cu tomer/Lessee Is a(n) (Select one): ❑ Individual I El Unincorporated Association I ❑ Trust PGovemment Entity I ❑Corporat on I ❑ Limited Liability Company I ❑General Partnership ❑Limited Partnership I ❑Limited liability Partnership I ❑Consortium I ❑ Other 4. FCC Form 602: FCC File Number of Customers Form 602 Ownership Information: . If Customer has not filed a Form 602, Sensus will file one for Customer. Please complete questions 5, 6, and 7 below if Customer does M have a Form 602 on file. Customer musleomptete items 8, 9 and 10 irrespective of whether Customer has an ownership report on file. 5. CustomerTax ID: 82- D O d Z 2 5 6. Individual Contact For FCC Matters Please designate one individual (the Director of Public Works or similar person) who is responsible 10 the FCC for the operation of the FlexNel radio system. Name 'p2L 145 �50tA--k ou Title. P y�T� p Email: b D1�� e+ ® �rl �l«et/iGl Phone:�g ++ 8115 5 — 5500 7. " Ownership Disclosure Information If Customer/Lessee is a government entity, list the names of the Mayor and all Council Members below, as well as verify, citizenship and ownership interests in any entity regulated by the FCC. Such ownership must be disclosed where a mayorlcouncil member owns 10% or more, directly or indirectly, or has operating control of any entity subject to FCC regulation. If any answer to Ownership question is Yes, or any answer to Citizenship question is No, provide an attachment with further ex lanation. US Cilizen7 Ownership Disclosure? Mayor:r t2k�1M 1 �l � Wee �es ❑No ,� ❑Yes I(No Council Member. *roe, BO,�� • ! � L�JYes ❑No []Yes R(N Council Member: ^C ernk' E4s ❑No ❑Yes 2lo Council Member. 1'gv�e� + l• es ON- ❑Yes C�No Council Member: d nv c �k }_ � 1'� 0�� Yes []No 2/ ❑Yes No CONFIDENTIAL I Page 2 of 14 Meridian City Council Meeting Agenda July 24, 2018 — Page 184 of 534 SEnsus Council Member: cl'me St w A i k A" `_ 1 �' IYes ❑No Dyes l Jo Council Member: "T - v POLI VV e� Yes ©Na Dyes Colo Council Membe . Dyes ❑No ❑Yes ❑No Council Member: ❑Yes El No Dyes ❑No Council Member: ❑Yes ❑No ❑Yes ❑No 8. Allen Ownership Questions if the answer is Yes, provide an attachment exglafning the circumstances 1 is the Customerh.essee a foreign government or the representative of any fore ngovernment? ❑Yes No 9. Basic Qualification Information 1) Has the Customer or any party to this application had any FCC station authorization, license, or construction permit revoked or had any a tication for an Initial, modificallon or renewal of FCC station authorization, ficense erconstrrcfion ermftdenied b the Commission? ❑Yes L�No Er 2) Has the Customer or any party to this filing, or any party directly or indirectly controlling the Customer or any party to this fling ever been Dyes u+ No convicted of a felon b an state or federal court? 3) Has any court finally adjudged the Customer or any party directly or indirectly controlling the Customer guilty of unlawfully monopolizing or ,.., / attempting to unlawfully monopolize radio communication, directly or indirectly, through control of manufacture or sale of radio apparatus, exclusive ❑Yes ]+ No traiic arrangement, or any other means or unfair methods of core titian? 10. CustomerlLessne Certification Statemants 1 The CustomerlLessee agrees that the Lease is not a sale or transfer of the license itself, &Yes 2) The Customer/Lessee acknowledges that it is required to comply with the Commission's Rules and Regulations and other applicable law at all times, and If the Customer/Lessee falls to so comply, the Lease may be revoked, cancelled, or terminated by either the Licensee or the )ryes Commission. 3) The CuslomerrLessee certifies that neither it nor any other patty to the AppllcationfNotificalion is subject to a dental of Federal benefits pursuant to Section 5301 of the Anti -Drug Abuse Act of 198B, 21 U.S.0 g 862, because of a conviction for possession cr distribution of a controlled substance T res (See Section 1,2002(b) of the rules, 47 CFR R 1.2002(b), for the definition of 'party to the a tication" as used in this certification.) 4) The Customer/Lessee hereby accepts Commission oversight and enforcement consistent with the license and lease authorization. The Lessee acknowledges That It must cooperate fully with any Investigation or Inquiry conducted either by the Commission or the Licensee, allow the Yes Commission or the Licensee to conduct on -site Inspections of transmission facilities, and suspend operations at the direction of the Commission or the Licensee and to the extent that such sus nsien of o eration would be consistent with Kplicable Commission alides. 5) The Customer/Lessee acknowledges that In the event an authorization held by a Licensee that has associated with it a spectrum leasing arrangement that Is the subject of this filing Is revoked, cancelled, terminated, or otherwise ceases to be In effect, the Customer/Lessee will have no i es continuing authority to use the leased spectrum and will be required to terminate Its operations no later than the dale on which the Licensee ceases to have any authority to operate under the license, unless otherwise authorized by the Commission. 6) The CustomeriLessee agrees the Lease shall not be assigned to any entity that is not eligible or qualified to enter into a spectrum leasing G2S-s arrangement under the Commission's Rules and ReguTatons, 7)The CustomerlLessee waives any claim to the use of any particular frequency or of the elecWmagnetic spectrum as against the regulatory power �es of the United States because of the previous use of the same, whether by spectrum lease or otherwise. 8) The Customer/Lessee certifies that it is not In default on any payment for Commission licenses and that it is not delinquent on any non -tax debt owed to any federal agency, es The Customer/Lessee certifies that all of its statements made In this ApplicationfNotilication and in the schedules, exhibits, attachments, ordocuments incorporated by reference are material, are part of this Applicat€onfNotif€cation, and are true, complete, correct, and made in good faith, The CustomerlLessee shall notify Sensus in writing In the event any Information supplied on this form changes. Tvoe or Printed Name of Partv Authorized to Sian First Name: MI: Last Name: Suffix: T-A M V'Y\ Va \Ve enak Title: Customer Name: M2�or City ok eri(Alav! 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 THIS FORM OR ANY ATTACHMENTS ARE PUNISHABLE BY FINE AND)OR IMPRISONMENT (U,S. Code, Title 18, Section 1001) AND/OR REVOCATION OF ANY STATION LICENSE OR CONSTRUCTION PERMIT (U.S. Code, Title 47, Section 312(a)(1)) ANDfOR FORFEITURE (U.S, Cade Title 47, Section 503). CONFIDENTIAL I Page 3 of 14 Meridian City Council Meeting Agenda July 24, 2018 — Page 185 of 534 Part2: AMIAgreement 1. Equipment. A. Equipment Warranty. All Field Devices, RF Field Equipment, and other goods (collectively, "Equipment") shall be obtained from Sensus' authorized distributor and all warranties for the Equipment shall be pursuant to the warranties provided by Sensus' authorized distributor. This Agreement shall not affect any terms and conditions, including any warranty terms, agreed by Customer and Sensus' authorized distributor. If Customer elects to purchase or accept any equipment or services directly from Sensus, or if Customer pays any fees or other costs to Sensus, then Sensus' Terms of Sale shall apply. The "Terms of Sale" are available at: http://na.sensus.com(TCrrermsCondidons.pdf, or 1.800-METER-IT, B. THERE ARE NO WARRANTIES IN THIS AGREEMENT, EXPRESS OR IMPLIED. SENSUS EXPRESSLY DISCLAIMS ANY AND ALL REPRESENTATIONS, WARRANTIES AND/OR CONDITIONS, EXPRESSED, IMPLIED, STATUTORY OR OTHERWISE, REGARDING ANY MATTER IN CONNECTION WITH THIS AGREEMENT, INCLUDING WITHOUT LIMITATION, WARRANTIES AS TO FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, NON -INFRINGEMENT AND TITLE. 2. Services. A. Installation of Equipment. Installation services will be as agreed between the Customer and Sensus' authorized distributor. Sensus will not provide installation services pursuant to this Agreement. B. Software Implementation. Sensus shall install and configure the Software on the Server Hardware, C. IT Systems Integration Services. integration of the Software into Customer's new or existing internal IT systems is not included in this Agreement. Any integration work shall be subject to a separate agreement which describes the scope and pricing for such work, D. Technical Support. Sensus shall provide Customer the technical support set forth in Exhibit B. E. Project Management. Project management of the AMI System is not included in this Agreement. Any project management shall be subject 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 th's Agreement. Any training shall be subject to a separate agreement which describes the scope and pricing for such work. Software. A. Software as a Service (SaaS). Sensus shall provide Customer with Software as a Service, as defined in Exhibit A. only so long as Customer is current in its payments for such services. B. UOITA. To the maximum extent permitted by law, the Parties agree that the Uniform Computer Information Transaction Act as enacted by any stale shall not apply, in whole or in pars, to this Agreement. Spectrum A. Def€nitions in this Section 4. In this Section 4 only, "Sensus" shall mean Sensus USA Inc. and its wholly owned subsidiary, Sensus Spectrum I.I.C. B. Spectrum Lease. Sensus hereby grants to Customer, and Customer accepts, a spectrum manager lease ("Spectrum Lease") over the frequencies of certain FCC license(s) ("FCC License") solely within Customer's Service Territory. (The frequencies of the FCC License Within Customer's geographic Service Territory are railed the "Leased Spectrum"). Customer shall pay the Ongoing Fees for use of the Leased Spectrum. C. FCC Forms. At the Federal Communications Commission (FCC), Sensus will; (1) obtain an FCC Registration Number (FRN) for Customer, (2) submit on behalf of Customer the FCC Form 602 Ownership Disclosure Information if Customer has not already done so; and (3) file a FCC Form 608, notificationlapplication for long-term spectrum manager lease. This Lease becomes 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 representations in Part 1 of this Agreement such that Customer demonstrates it qualifies for a spectnrm lease under FCC rules. Customer's signature will indicate that Customer authorizes Sensus to; (1) obtain an FRN an behalf of Customer, (2) submit the FCC Form 602 Ownership Disclosure Information on behalf of Customer if Customer has not already done so; and (3) file the spectrum manager lease notification on FCC Form 608 with the Customer as spectrum lessee. ii. Give Sensus the coordinates of the boundaries of Customer's Service Territory or, alternatively, approve Sensus' estimation of the same. iii. If Customer has not already done so; Customer hereby authorizes Sensus to apply on Customer's behalf and obtain for Customer a Federal Registration Number (FRN, the FCC's unique identifier for each licensee) and shall supply Sensus with Customer's Taxpayer identification Number (TIN). iv. Provide any other information or other cooperation reasonabV necessary for the Parties to perform as set forth herein. E. Permitted Use of Spectrum Lease. Customer may transmit or receive over the Leased Spectrum only in the Service Territory and only using FlexNet equipment manufactured by Sensus and used in accordance with Sensus' specifications. Customer may use the Leased Spectrum only to read and direct meters in support of Customer's primary utility business or any other operation approved by Sensus in writing. Without limiting the foregoing, Customer is prohibited from reselling, subleasing or sublicensing the Leased Spectrum or from transmitting voice communications over the Leased Spectrum. For each piece of RF Field Equipment used by Customer, Customer shall affix a Sensus-supplied label to the exterior of the RF Field Equipment cabinet or other appropriate visible place to indicate that RF operation is conducted under authority of FCC License(s) issued to Sensus. F. Term of Spectrum Lease. Unless terminated earlier (because, for example, Customer stops using the FlexNet equipment or because this Agreement terminates or expires for any reason), this Spectrum Lease will have the same term as the FCC license. If Customer is operating in compliance with this Agreement and is current on any payments owed to Sensus, when the FCC License renews, the Parties will apply to the FCC to renew this Spectrum Lease. G. Termination of Spectrum Lease. The Spectrum Lease will terminate: (a) two months after Customer stops transmitting with FlexNet equipment manufactured by Sensus; (b) upon termination, revocation or expiration of the FCC License; (c) upon Customer's breach of this Agreement; or (d) upon termination or expiration of this Agreement for any reason. H. FCC Compliance. The following FCC requirements apply €. Pursuant to 47 CFR 1.9040(a); (a) Customer must comply at all times with applicable FCC rules. This Agreement may be revoked by Sensus or the FCC if Customer fails to so comply; (b) If the FCC License is terminated, Customer has no continuing right to use the Leased Spectrum unless otherwise authorized by the FCC; (c) This Agreement is not an assignment, sale or other transfer of the FCC License; (d) This Agreement may not be assigned except upon written consent of Sensus, which consent may be withheld in its discretion; and (e) In any event, Sensus will not consent to an assignment that does not satisfy FCC rules. Referencing 47 CFR 1,9010, Sensus retains dejure and de facto control over the applicable radio facilities, including that, CONFIDENTIAL I Page 4 of 14 Meridian City Council Meeting Agenda July 24, 2018 — Page 186 of 534 sEnsus (a) Sensus will be responsible for Customers compliance with FCC policies and rules. Sensus represents and warrants that it has engineered the FlexNet equipment and accompanying software and other programs to comply with FCC rules. Customer will operate the FlexNet equipment subject to Sensus' supervision and control and solely in accordance with Sensus' specifications, Sensus retains the fight to inspect Customer's radio operations hereunder and to terminate this Agreement or take any other necessary steps to resolve a violation of FCC rules, including to order Customer to cease transmission. Sensus will act as spectrum manager in assigning spectrum under the FCC License so as to avoid any harmful interference or other violation of FCC rules. Sensus will be responsible for resolving any interference complaints or other FCC rule violations that may arise; and (b) Sensus will Tile any necessary FCC forms or applications and Customer agrees to reasonably assist Sensus with such filing by providing any necessary information or other cooperation. Sensus will otherwise interact with the FCC with respect to this Agreement, the FCC License or FlexNet equipment. 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 other government agency regarding radio transmission. 5. General Terms and Conditions. A. Intentionally Omitted B. Limitation of Liability. i, 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 term€nation (collectively "Causes of Action") shall not exceed the greater of, (a) the total amount paid by Customer directly to Sensus under this Agreement; or (b) ten thousand US dollars (USD 10,000,00). This is so whether the Causes of Action are in tort, including, without limitation, negligence or strict liability, in contract, under statute or otherwise. As separate and independent limitations on liability, Sensus' liability shall be limited to direct damages. Sensus shall not be liable for; (i) any indirect, incidental, special or consequential damages; nor (i€) any revenue or profits lost by Customer or its Affiliates from any End User(s), irrespective whether such lost revenue or profits is categorized as direct damages or otherwise; nor (iii) any In10ut Costs; nor (iv) manual meter read costs and expenses; nor (v) claims made by a third party; nor (vi) damages arising from maincase or bottom plate breakage caused by freezing temperatures, water hammer conditions, or excessive water pressure, The limitations on liability set forth in this Agreement are fundamental inducements to Sensus entering into this Agreement, They apply unconditionally and in all respects. They are to be interpreted broadly so as to give Sensus the maximum protection permitted under law. ii. To the maximum extent permitted by law, no Cause of Action may be instituted by Customer against Sensus more than TWELVE (12) MONTHS after the Cause of Action first arose. In the calculation of any damages in any Cause of Action, no damages incurred more than TWELVE (12) MONTHS prior to the filing of the Cause of Action shall be recoverable. C. Termination. Either party may terminate this Agreement earlier if the other party commits a material breach of this Agreement and such material breach is not cured within forty-five (45) days of written notice by the other party. Upon any expiration or termination of this Agreement, Sensus' and Customer's obligations hereunder shall cease and the software as a service and Spectrum Lease shall immediately cease. D. Force Majeure. If either party becomes unable, either wholly or in part, by an event of Force Majeure, to fulfill its obligations under this Agreement, the obligations affected by the event of Force Majeure will be suspended during the continuance of that inability. The party affected by the force majeure will take reasonable steps to mitigate the Farce Majeure. E. Intellectual Property. No Intellectual Property is assigned to Customer hereunder. Sensus shall own or continue to own all Intellectual Property used, created, and/or derived in the course of performing this Agreement. To the extent, if any, that any ownership interest in and to such Intellectual Property does not automaticatly vest in Sensus by virtue of this Agreement or otherwise, and instead vests in Customer, Customer agrees to grant and assign and hereby does grant and assign to Sensus all right, title, and interest that Customer may have in and to such intellectual Property. Customer agrees not to reverse engineer any Equipment purchased or provided hereunder. F, Confidentiality. Both parties shall (and shall cause their employees and contractors to) keep all Confidential Information strictly confidential and shall not disclose it to any third party, except to the extent reasonably required to perform and enforce this Agreement or as required under applicable law, court order or regulation. The Confidential Information may be transmitted orally, in writing, electronically or otherwise observed by either party. Notwithstanding the foregoing, "Confidential Information" shall not include; (i) any information that is in the public domain other than due to Recipient's breach of this Agreement; (ii) any information in the possession of the Recipient without restriction prior to disclosure by the Discloser; or (iii) any information independently developed by the Recipient without reliance on the information disclosed hereunder by the Discloser. "Discloser" means either party that discloses Confidential Information, and "Recipient" means either party that receives it. 0. Compliance with Laws. Customer shall comply with all applicable country, federal, state, and local laws and regulations, as set forth at the time of acceptance and as may be amended, changed, or supplemented. Customer shall not take any action, or permit the taking of any action by a third party, which may render Sensus liable for a violation of applicable laws. I. Export Control Laws. Customer shall; (i) comply with all applicable U.S. and local taws and regulations governing the use, export, import, r"xpod, and transfer of products, technology, and services; and @) obtain all required authorizations, permits, and licenses. Customer shall immediately notify Sensus, and immediately cease all activities with regards to the applicable transaction, if the Customer knows or has a reasonable suspicion that the equipment, software, or services provided hereunder may be directed to countries in violation of any export control laws, By ordering equipment, software or services, Customer certifies that it is not on any U.S, government export exclusion list ii. Anti -Corruption Laws. Customer shall comply with the United States Foreign Corrupt Practices Act (FCPA), 15 U.S.C. §§ 78dd-1, at seq.; laws and regulations implementing the OECD's Convention on Combating Bribery of Foreign Public Officials in International Business Transactions; the U.N. Convention Against Corruption; the Inter -American Convention Against Corruption; and any other applicable laws and regulations relating to anti- corruption in the Customers county or any country where performance of this Agreement, or delivery or use of equipment, software or services will occur. H. Non -Waiver of Rights. A waiver by either party of any breach of this Agreement or the failure or delay of either party to enforce any of the articles or other provisions of this Agreementwill not in any way affect, limit or waive that party s right to enforce and compel strict compliance with the same or other articles or provisions. 1. Assignment and Sub -contracting. Either party may assign, transfer or delegate this Agreement without requiring the other parry's consent; (i) to an Affiliate; (ii) as part of a merger, or (iii) to a purchaser of all or substantially all of its assets. Apart from the foregoing, neither party may assign, transfer or delegate this Agreement without the prior written consent of the other, which consent shall not be unreasonably withheld. Furthermore, Customer acknowledges Sensus may use subcontractors to perform RF Field Equipment installation, the systems integration work (if applicable), or project management (if applicable), without requiring Customer's consent. J. Amendments. No alteration, amendment, or other modification shall be binding unless in writing and signed by both Customer and by a vice president (or higher) of Sensus. CONFIDENTIAL I Page 5 of 14 Meridian City Council Meeting Agenda July 24, 2018 — Page 187 of 534 SEnsus K. Governing Law and Dispute Resolution. This Agreement shall be governed by, construed and enforced in accordance with 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 j"Ois utes' shall first be resolved by the Parties attempting mediation in Delaware. If the Dispute is not resolved within sixty (60) days of the commencement of the mediation, it shall be litigated in the state or federal courts located in Delaware. TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE PARTIES AGREE TO A BENCH TRIAL AND THAT THERE SHALL BE NO JURY IN ANY DISPUTES. L. Restriction 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 relevant electronic data from the Parties during the Discovery portion of a claim. Accordingly, the Parties shall utilize only printed or hard -copy documents, data, and other information in Discovery and shall not use or request electronic or e-discovery methods for any claim, demand, arbitration or litigation subject to this Agreement. All relevant and unprivileged printed or hard -copy materials shall be subject to Discovery, but neither Party has an obligation to maintain printed or hard -copy files in anticipation of a claim, demand, litigation, or arbitration proceeding. M. Survival. The provisions of this Agreement that are applicable to circumstances arising after its termination or expiration shall survive such termination or expiration. N. Severability. In the event any provision of this Agreement is held to be void, unlawful or otherwise unenforceable, that provision will be severed from the remainder of the Agreement and replaced automatically by a provision containing terms as nearly like the void, unlawful, or unenforceable provision as possible; and the Agreement, as so modified, will continue to be in full force and effect. 0. Four Corners. This written Agreement, including all of its exhibits, represents the entire understanding between and obligations of the parties as to Software and Spectrum and supersedes all prior understandings, agreements, negotiations, and proposals, whether written or oral, formal or informal between the parties, except that this Agreement shall not amend or supersede the provisions of the May 22, 2018 Professional Services Agreement For Monitoring And Data Collection between Customer and Sensus. Any additional writings shall not modify any limitations or remedies provided in the Agreement There are no other terms or conditions, oral, written, electronic or otherwise. There are no implied obligations. All obligations are specifically set forth in this Agreement Further, there are no representations that induced this Agreement that are not included in it. The ONLY operative provisions are set forth in writing in this Agreement. Without limiting the generality of the foregoing, no purchase order placed by or on behalf of Customer shall alter any of the terms of this Agreement. The parties agree that such documents are for administrative purposes only, even if they have terms and conditions printed on them and even if and when they are accepted andlor processed by Sensus, Any goods, software or services delivered or provided in anticipation of this Agreement (far e.g., as part of a pilot or because tills Agreement has not yet been signed but the parties have begun the deployment) under purchase orders placed prior to the execution of this Agreement are governed by this Agreement upon its execution and it replaces and supersedes any such purchase orders. 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 facsimile or electronic copies, all of which shall be considered an original for all purposes. Definitions. As used in this Agreement, the following terms shall have the fallowing meanings: A. "Affiliate" of a party means any other entity controlling, controlled by, or under common control with such party, where "control• of an entity means the ownership, directly or indirectly, of 50% or more of either•, (i) the shares or other equity in such entity; or (k) the voting rights in such entity. B. "AMI System" identifies the Sensus FlexNet Advanced Meter Infrastructure System comprised of the SmartPoint Modules, RF Field Equipment, Server Hardware, software licenses. FCC licenses, and other equipment provided to Customer hereunder. The AMI System only includes the foregoing, as provided by Sensus. The AMI System does not include goods, equipment, software, licenses or rights provided by a third party or parties to this Agreement. C. 'Conrrdential tnformatron" means any and all non-public information of either party, including the terms of this agreement, all technical information about either pariy's products or services, pricing information, marketing and marketing plans, Customer's End Users' data, AMI System performance, AMI System architecture and design, AMI System software, other business and financial information of either party, and all trade secrets of either party. D. "Echo Transceiver identifies the Sensus standalone, mounted relay device that takes the radio frequency readings from the SmartPoint Modules and relays them by radio frequency 10 the relevant FlexNet Base Station. E. "End User" means any end user of electricity, water, andlor gas (as applicable) that pays Customer for the consumption ofelectrcity, water, andlor gas, as applicable. F. 'Field Devices' means the meters and SmartPoint Modules. G. 'FfexNef Base Station" identifies the Sensus manufactured device consisting of one transceiver, to be located on a tower that receives readings from the SmartPoint Modules (either directly or via an Echo Transceiver) by radio frequency and passes those readings to the RNI by TCP/IP backhaul communication. For clarity, FlexNet Base Stations include Metro Base Stations. H. 'Force Majeure" means an event beyond a party's reasonable control, including, without limilatien, acts of Gad, hurricane, Hood, volcano, tsunami, tornado, storm, tempest, mudslide, vandalism, illegal or unauthorized radio frequency interference, strikes, lockouts, or other industrial disturbances, unavailability of component parts of any goods provided hereunder, acts of public enemies, wars, blockades, insurrections, riots, epidemics, earthquakes, fires, restraints or prohibitions by any court, board, department, commission or agency of the United States or any States, any arrests and restraints, civil disturbances and explosion. I. "Hosted Software° means those items listed as an Application in Exhibit A. J. 'In/Out Costs' means any costs and expenses incurred by Customer in transporting goods between its warehouse and its End Users premises and any costs and expenses incurred by Customer in installing, uninstalling and removing goods. K. "intellectual Property' means patents and patent applications, inventions (whether patentable or not), trademarks, service marks, trade dress, copyrights, trade secrets, know-how, data rights, specifications, drawings, designs, maskwork rights, moral rights, authors rights, and other intellectual property rights, including any derivations andlor derivative works, as may exist now or hereafter come into existence, and all renewals and extenslons thereof, regardless of whether any of such rights arise under the taws of the United States or of any other state, country or jurisdiction, any registrations or applications thereof, and all goodwill pertinent thereto. L. "LCM' identifies the load control modules. M. "Ongoing Fee" means the annual or monthly fees, as applicable, to be paid by Customer to Sensus' authorized distributor during the Term of this Agreement. N. "Patches' means patches or other maintenance releases of the Software that correct processing errors and other faults and defects found previous versions of the Software. For clarity, Patches are not Updates or Upgrades. 0. "Permitted Use" means only for reading and analyzing data from Customers Field Devices in the Service Territory. The Permitted Use does not include reading third party meters or reading meters outside the Service Territory. P. "Release means both Updates and Upgrades. Q. "Remote Transceiver" identifies the Sensus standalone, mounted relay device that takes the radio frequency readings from the SmartPoint Modules and relays them directly to the RNI by TCP1IP backhaul communication. R. "RF Field Equipmenr means, collectively, FlexNet Base Stations, Echo Transceivers and Remote Transceivers. S. "RNI' identifies the regional network interfaces consisting of hardware and software used to gather, stare, and report data collected by the FlexNet Base Stations from the SmartPcInl Modules. The RNI hardware specifications will be provided by Sensus upon written request from Customer. T. "RNI Software" identifies the Sensus proprietary software used in the RNI and any Patches, Updates, and Upgrades that are provided to Customer pursuant to the terms of this Agreement. U. 'Service Territary' identifies the geographic area where Customer provides electricity, water, andlor gas (as applicable) services to End Users as of the Effective Date. This area will be described on the propagation study in the parties' Spectrum Lease filing with the FCC. V. "Server Hardware" means the RNI hardware. W. "SmarfPoinP Modules' identifies the Sensus transmission devices installed on devices such as meters, distribution automation equipment and demand/response CONFIDENTIAL I Page 6 of 14 Meridian City Council Meeting Agenda July 24, 2018 — Page 188 of 534 S E n s u s devices located at Customer's End Users' premises that take the readings of the meters and transmit those readings by radio frequency to the relevant FlexNet Base Station, Remote Transceiver or Echo Transceiver. X. "Software' means all the Sensus proprietary software provided pursuant to this Agreement, and any Patches, Updates, and Upgrades that are provided to Customer pursuant to the terms of this Agreement. The Software does not include any third party software. Y. 'TouchCouplar Unir identities an inductive coupler connection from a water register 10 the SmartPoint Module, Z. "Updates means releases of the Software that constitute a minor improvement in functionality. AA. "Upgrades' means releases cfthe Software which constitute a significant improvement in functionality or architecture of the Software. BB. "WAN Backhaur'means the communicatlon link between FlexNet Base Slations and Remote Transceivers and RNI. CONFIDENTIAL I Page 7 of 14 Meridian City Council Meeting Agenda July 24, 2018 — Page 189 of 534 Exhibit A Software Software as a Service I. Description of Services This exhibit contains the details of the Software as a Service that Sensus shall provide to Customer it both; (i) pricing for the application of Software as a Service has been provided to the Customer; and (ti) the Customer is current in its payments for such application of Software as a Service. A. Software as a Service Generally. Software as a Service is a managed service in which Sensus will be responsible for the day-to-day monitoring, maintenance, management, and supporting of Customer's software applications. In a Software as a Service solution, Sensus owns all components of the solution (server hardware, storage, network equipment, Sensus software, and all third -party software) required to run and operate the application. These software applications consist of the following (each an "Application'): + Regional Network Interface (RNI) Software • Sensus Analytics o Enhanced Package The managed application systems consist of the hardware, Sensus Software, and other third -party software that is required to operate the software applications. Each Application will have a production, and Disaster Recovery (as described below) environment. Test environments are not provided unless otherwise specifically agreed by Sensus in writing. Sensus will manage the Applications by providing 24 x 7 x 365 monitoring of the availability and performance of the Applications. B. Usage License. Subject to all the terms and conditions of this Agreement, Sensus hereby gives Customer a license under Sensus' intellectual property rights to use the Sensus Applications for the Permitted Use for so long as Customer is current in its payments for the Applications ("Usage License"). This Usage License shall commence on the Effective Date and shall terminate upon the earlier of; (i) the expiration or termination of this Agreement for any reason; (ii) if Customer uses the Applications provided hereunder other than for the Permitted Use; and (iii) the Application is terminated as set forth below. C. Termination of Software as a Service, Customer shall have the option at any time after full deployment but before the end of the Tenn to terminate any Application by giving Sensus one hundred twenty (120) days prior written notice. Such notice, once delivered to Sensus, is irrevocable. Should Customer elect to terminate any Application, Customer acknowledges that; (a) Customer shall pay all applicable fees, including any unpaid Software as a Service fees; and (b) Software as a Service for such Application shall immediately cease. If Customer elects to terminate the RNI Application in the Software as a Service environment but does not terminate the Agreement generally, then upon delivery of the notice to Sensus. Customer shall purchase the necessary (a) RNI hardware and (b) RNI software license, each at Sensus` then -current pricing. No portion of the Software as a Service fees shall be applied to the purchase of the RNI hardware or software license. D, "Software as a Service" means only the following services: I. Sensus will provide the use of required hardware, located at Sensus' or a third -pays data center facility (as determined by Sensus), that is necessary to operate the Application. ii. Sensus will provide production and disaster recovery environments for Application. iii. Sensus will provide patches, updates, and upgrades to latest Sensus Hosted Software release. iv. Sensus will configure and manage the equipment (server hardware, routers, switches, firewalls, etc.) in the data centers: a. Network addresses and virtual private networks (VPN) b. Standard time source (NTP or GPS) c. Security access points d. Respond to relevant alarms and notifications V. Capacity and performance management. Sensus will: a. Monitor capacity and performance of the Application server and software applications 247 using KPI metrics, thresholds, and alerts to proactively identify any potential issues related to system capacity and/or performance (i.e. database, backspool, logs, message broker storage, etc.) b. if an issue is identified to have a potential impact to the system, Sensus will open an incident ticket and manage the ticket through resolution per Exhibit B, Technical Support. c. Manage and maintain the performance of the server and perform any change or configuration to the server, in accordance to standard configuration and change management policies and procedures. d. Manage and maintain the server storage capacity and performance of the Storage Area Network (SAN), in accordance to standard configuration and change management policies and procedures. e. Exceptions may occur to the system that require Sensus to fake immediate action to maintain the system capacity and performance levels, and Sensus has authority to make changes without Customer approval as needed, in accordance to standard configuration and change management polices and procedures. A, Database management. Sensus will: a. Define data retention plan and policy. b. Monitor space and capacity requirements. c. Respond to database alarms and notifications. d. Install database software upgrades and patches. e. Perform routine database maintenance and cleanup of database to improve rapacity and performance, such as rebuilding indexes, updating indexes, consistency checks, run SQL querylagentjobs, etc. vii. Incident and Problem Management. Sensus will: a. Proactively monitor managed systems (24x7x385) for key events and thresholds to proactively detect and identify incidents. b. Respond to incidents and problems that may occur to the Application(s). c. Maintain policies and procedures for responding to incidents and performing root cause analysis for ongoing problems. d. Correlate incidents and problems where applicable. e. Sensus personnel will use the Salesforce Self Service Portal to document and track incidents. f. In the event that a Sensus personnel is unable 10 resolve an issue, the issue will be escalated to the appropriate Subject Matter Expert (SME). Maintain responsibility for managing incident and problems through resolution and will coordinate with Customer's personnel and/or any required Urd•party vendor to resolve the issue. CONFIDENTIAL I Page 8 of 14 Meridian City Council Meeting Agenda July 24, 2018 — Page 190 of 534 SEnsus h. Provide telephone support consistentwith Exhibit B, Technical Support in the case of undetected events. vii€. Security Management. Sensus will: a. Monitor the physical and cyber security of the server and Application(s) 247 to ensure system is highly secure in accordance with NIST Security Standards. b. Perform active intrusion prevention and detection of the data center network and firewalls, and monitor logs and alerts. c. Conduct period penetration testing of the network and data center facilities. d. Conduct monthly vulnerability scanning by both internal staff and external vendors. e. Perform Anfi-Virus and Malware patch management on all systems. I. Install updates to virus protection software and related files (including Virus signature files and similar files) on all servers from the update being generally available from the anti -virus software provider. g. Respond to any potential threat found on the system and work to eliminate Virus or Malware found. h. Sensus adheres to and submits certification to NERCICIP Cyber Security standards. I. Sensus actively participatestmonitors industry regulation/standards regarding security — NERC, FERC, NIST, OpenSG, etc. through the dedicated Sensus Security team. j. Provide secure web portal access (SSL) to the Application(s). Ix. Backup and Disaster Recovery Management, Sensus will: a. Perform daily backups of data providing one (1) year of history for auditing and restoration purposes. b. Back-up and store data (on tapes or other storage media as appropriate) oft site to provide protection against disasters and to meet file recovery needs. c. Conduct incremental and full back-ups to capture data, and changes to data, on the Application(s). d. Sensus will replicate the Applicatiorr(s) environments to a geographically separated data center location to provide a full disaster recovery environment for the Application production system. e. Provide disaster recovery environment and perform fail -over to DR environment within forty-eight (48) hours of declared event. f. Generate a report following each and any disaster measuring performance against the disaster recovery plan and identification of problem areas and plans for resolution, g. Maintain a disaster recovery plan. In the event of a disaster, Sensus shall provide the services in accordance wtth the disaster recovery plan. h. In the case of a disaster and loss of access to or use of the Application, Sensus would use commercially reasonable efforts per the Recovery Time Objectives and Recovery Point Objectives specified herein to restore operations at the same location or at a backup location within forty-eight (48) hours. I. The Application shall have a Recovery Time Objective (RTO) of forty-eight (48) hours. j. The Recovery Point Objective (RPO) shall be a full recovery of the Application(s), with an RPO of one (1) hours, using no more than a twenty- four (24) hour old backup. All meter -related data shall be pushed from each Base StationlTGB restoring the database to real-time minus external interfaced systems from the day prior. k. Data from external interfaced systems shalt be recreated within a forty-eight (48) hour period with the assistance of Customer personnel and staff, as needed. Customer Responsibilities: €. Coordinate and schedule any changes submitted by Sensus to the system in accordance with standard configuration and change management procedures ii. Participate in all required configuration and change management procedures. 0. Customer will log incidents related to the managed Application with Sensus personnel via email, web portal ticket entry, or phone call, iv. Responsible for periodic processing of accounts or readings (i.e. billing files) for Customer's billing system for billing or other analysis purposes. V. Responsible for any field labor to troubleshoot any SmartPoint modules or smart meters in the field in populations that have been previously deployed and accepted. vi. First response labor to troubleshoot FlexNet Base Station, Echo Transceivers, Remote Transceivers or other field network equipment vii. Responsible for local area network configuration, management, and support. viiL identify and research problems with meter reads and meter read performance. ix, Create and manage user accounts. X. Customize application configurations. xi. Support application users. xii. Investigate application operational issues (e.g. meter reads, reports, alarms, etc.). xii€. Respond to alarms and notifications. xiv. Perform firmware upgrades over -the -air, or delegate and monitor field personnel for on -site upgrades. F. "Software as a Service" does not Include any of the following services: I. Parts or labor required to repair damage to any field network equipment that is the result of a Force Majeure event. 1 Any integration between applications, such as Hams MeterSense, would require a Professional Services contract agreement to be scoped, submitted, and agreed in a signed writing between Sensus and all the applicable parties. If an item is not listed in subparagraphs In item (D) above, such item is excluded from the Software as a Service and Is subject to additional pricing. ll. Further Agreements A. System Uptime Rate 1. Sensus (or its contractor) shall manage and maintain the Application(s) on computers owned or controlled by Sensus (or its contractors) and shall provide Customer access to the managed Application(s) via internal or point to point connection (i.e., Managed -Access use), according to the terms below. Sensus endeavors to maintain an average System Uptime Rate equal to ninety-nine (99.0) per Month (as defined below). The System Uptime Rate, cumulative across all Applications, shall be calculated as follows: System Uptime Rate = 100 x MO —Total Non -Scheduled Downtime minutes in the Month TMO i. Calculations a. "Targeted Minutes of Operation" or " TMO" means total minutes cumulative across all Applications in the applicable month ("Month") minus the Scheduled Downtime in the Month, CONFIDENTIAL I Page 9 of 14 Meridian City Council Meeting Agenda July 24, 2018 — Page 191 of 534 SEnsus b. "Scheduled DDwrlttme" means the number of minutes during the Month, as measured by Sensus, in which access to any Application is scheduled to be unavailable for use by Customer due to planned system maintenance. Sensus shall provide Customer notice (via email or otherwise) at least seven (7) days in advance of commencement of the Scheduled Downtime. c. "Non -Scheduled Downtime" means the number of minutes during the Month, as measured by Sensus, in which access to any Application is unavailable for use by Customer due to reasons other than Scheduled Downtime or the Exceptions, as defined below (e.g., due to a need for unplanned maintenance or repair). 5. Exceptions. "Exceptions" mean the following events: a. Force Majeure; b. Emergency Work, as defined below; and c. Lack of Internet Availability, as described below. L Emergency Work. In the event that Force Majeure, emergencies, dangerous conditions or other exceptional circumstances arise or continue during TMO, Sensus shall be entitled to take any actions that Sensus, in good faith, determines is necessary or advisable to prevent, remedy, mitigate, or otherwise address actual or potential harm, interruption, loss, threat, security or like concern to any of the Application(s) ("Emergency Work'). Such Emergency Work may include, but is not limited to: analysis, testing, repair, maintenance, re -setting and other servicing of the hardware, cabling, networks, software and other devices, materials and systems through which access to and/or use of the Application(s) by the Customer is made available (the "Managed Systems"). Sensus shall endeavor to provide advance notice of such Emergency Work to Customer when practicable and possible. ii, tack of Internet Availability. Sensus shall not be responsible for any deterioration of performance attributable to latencies in the public Internet or point-to-point network connection operated by a third party. Customer expressly acknowledges and agrees that Sensus does not and cannot control the flow of data to or from Sensus' networks and other portions of the Internet, and that such flow depends in part on the performance of Internet services provided or controlled by third parties, and that at times, actions or inactions of such third parties can impair or disrupt data transmitted through, and/or Customer's connections to, the Internet or point-to-point data connection (or portions thereof). Although Sensus will use commercially reasonable efforts to take actions Sensus may deem appropriate to mitigate the effects of any such events, Sensus cannot guarantee that such events will not occur. Accordingly, Sensus disclaims any and all liability resulting from or relating to such events. Data Center Site -Security. Although Sensus may modify such security arrangements without consent or notice to Customer, Customer acknowledges the following are the current arrangements regarding physical access to and support of the primary hardware components of the Managed Systems: i. The computer room(s) in which the hardware is installed its accessible only to authorized individuals. ii. Power infrastructure includes one or more uninterruptible power supply (UPS) devices and diesel generators or other alternative power for back-up electrical power. iii. Air-conditioning facilities (for humidity and temperature controls) are provided in or for such computer room(s) and can be monitored and adjusted for humidity and temperature settings and control. Such air systems are supported by redundant, back-up and/or switch -over environmental units. iv. Such electrical and A1C systems are monitored on an ongoing basis and personnel are available to respond to system emergencies (if any) in real time. V. Dry pipe pre -action fire detection and suppression systems are provided. uf. Data circuits are available via multiple providers and diverse paths, giving access redundancy. Responsibilities of Customer i. Customer shall promptly pay all Software as a Service fees. ii. Customer may not @ carelessly, knowingly, intentionally or maliciously threaten, disrupt, harm, abuse or interfere with the Application(s), Managed Systems or any of their functionality, performance, security or integrity, nor attempt 10 do so; (ii) impersonate any person or entity, including, but not limited to, Sensus, a Sensus employee or another user; or (iii) forge, falsify, disguise or otherwise manipulate any identification information associated with Customer's access to or use of the Application(s). iii. The provisioning, compatibility, operation, security, support, and maintenance of Customer's hardware and software ("Customer's Systems") is exclusively the responsibility of Customer. Customer is also responsible, in particular, for correctly configuring and maintaining (I) the desktop environment used by Customer to access the Application(s) managed by Sensus; and (5) Customer's network router and firewall, if applicable, to allow data to flow between the Customer's Systems and Sensus' Managed Systems in a secure manner via the public Internet. iv. Upon receiving the system administrator account from Sensus, Customer shall create username and passwords for each of Customer's authorized users and complete the applicable Sensus registration process ("Authorized Users"). Such usemames and passwords will allow Authorized Users to access the Applicaticn(s). Customer shall be solely responsible for maintaining the security and confidentiality of each user ID and password pair associated with Customer's account, and Sensus will not be liable for any loss, damage or liability arising from Customer's account or any user ID and password pairs associated with Customer. Customer is fully responsible for all acts and omissions that occur through the use of Customer's account and any user ID and password pairs. Customer agrees (I) not to allow anyone other than the Authorized Users to have any access to, or use of Customer's account or any user ID and password pairs at any time; (ii) to notify Sensus immediately of any actual or suspected unauthorized use of Customer's account or any of such user ID and password pairs, or any other breach or suspected breach of security, restricted use or confidentiality; and (iii) to take the Sensus-recommended steps to log out from and otherwise exit the Application(s) and Managed Systems at the end of each session. Customer agrees that Sensus shall be entitled to rely, without inquiry, on the validity of the user accessing the Application(s) application through Customer's account, account ID, usernames or passwords. V. Customer shall be responsible for the day -today operations of the Applicatim(s) and AM System. This includes, without limitation, (t) researching problems with meter reads and system performance, (ii) creating and managing user accounts, (iii) customizing application configurations, (iv) supporting application users, (v) investigating application operational issues, (vi) responding to alarms and notifications, and (Vi) performing aver -the -air commands (such as firmware updates or configuration changes). Sensus Analytics A. Essential Package. The Essential Package of the Sensus Analytics Application shall consist of the following modules: i. Device Access a. Allows search for meter details by using data imported from the Billing system or the Sensus Device ID or AMI ID, b. Allows a view of the meter interval or register reads. c. Meter data is available to be copied, printed, or saved to certain user programs or file formats, specifically CSV, PDF, and Spreadsheet. d. Allows the current and historical data to be viewed. e. Allows the current usage to be compared to historical distribution averages. I. Allows the user to see the meter location on a map view. g. Allows notifications for an event an a single meter to be forwarded to a Customer employee. h. Allows details to be viewed about a meter— (dependent on the data integrated from other systems). ii. Meter Insight (provides the following) CONFIDENTIAL 1 Page 10 of 14 Meridian City Council Meeting Agenda July 24, 2018 — Page 192 of 534 a. # of active meters. b. # 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 meters with drill down to the list of meters. e. # of almost stale meters with drill down to the list of meters. f. # of meters where no read is available with drill down to the list of meters. g. # of meters with high threshold exceptions with drill down to the list of meters, h. # of unknown radios with drill down to the list of meters. ReportAccess a. Allows the user to see meter alarms and choose a report from a list of standard reports. b. Master Route Register Reads: Shows the latest reads for all meters within specified time window. c. Meter Route Intervals Reads: Allows users to inspect intervals of a single meter over a period of time. d. Master Route No Readings: List all meters that are active in the system, but have not been sending reads within the specified time window. e. Consumption Report: List meters' consumption based on meter readings within the specified time window. f. Zero Consumption for Period: List meters whose readings do not changeover a period of time. g. Negative Consumption: Shows the number of occurrences and readings of negative consumption for the last 24hr, 48hr and 72hr from the entered roll up date. h. High Low Exception Report: Displays meters whose reads exceed minimum orland maximum threshold, within a time range. 1. Consumption vs Previous Reported Read: Compares latest reading (from RNI) with last known read received from CIS. j. Consumption Exception 24 hour Report This report shows meters that satisfy these two conditions: (1) The daily average consumptions exceed entered "daily consumption threshold;" (2) The number of days when daily thresholds are exceeded are greater than the entered " exception per day threshold." k. Endpoint Details: Shows the current state of meters that are created within the specified time range. I. Orphaned Meters: List meters that are marked as 'orphaned', which are created as of entered "Created as of parameter. m. Billing Request Mismatch: Displays meters in a billing request that have different AMR id with the ones sent by RNI. It also shows AMR id in billing request that have different meter Id in the RNI. n. Users need to enter which billing request file prior to running the report. o. Alarms Report: List all alarms occurred during a time window. Users can select which alarm to show. iv. Billing Access a. Initiate the creation of billing export files formatted to the import needs of the billing system. b. Receive billing request files from the billing system to identify what meters to include in the billing export file in the case where billing request file option is used. c. Provides a repository of past billing files that were either used for billing preparation or actually send to the billing system. d. Will store created billing files for a period of three years unless otherwise denoted. e. The system will allow creation of test files before export to the billing system. V. Billing Adaptor a. The underlying configurator and tools mapping the extraction of billing data to enable integration to the utility's billing system. vi. Data Store a. Allows storage of meter reading data including Intervals, Registers, and Alarms to be stored. b. Stored data is available online for reports and analysis. c. Data will be retained for 3 years. Additional duration can be purchased. Enhanced Package, The Enhanced Package shall consist of the modules listed above in the Essential Package, as well as the following additional modules: i. Alarm Dashboard a. Allows the user to summarize and filler alarms by a date range. b. Allows the user to review all alarm types on a single screen. c. The user can filter out the alarms not wanted on the screen. d. Alarm totals can be visualized. e. Adds a view of trending alarms over time. f. Click to drill down on an alarm to gain more information on specific events. g. Click to analyze a specific event on a particular device. ii. Alarm Console a. Follow real time monitors of the alarms coming from Customer's meters. b. Provides a single view for all alarms across the entire network. c. Allows the user to view trending of each alarm over time. Ill. Alert Manager a. Allows creation of alert groups who will be notified when an alarm occurs, b. Users can manage alert groups by adding and removing group members. c. Allows selection of notification method for how end users in the group will be notified; email or SMS (text message). d. Allows creation of an alert from the available system events from smart points and assign to a group. e. Monitors the systems meters for events. When an event is triggered, all users in the group will be notified. Integration of Sensus Analytics. Sensus shall provide integration support services to Customer only to the extent specifically provided below: I. Sensus shall provide Customer with a simple flat file specification known as VFlex for the integration of the Customer's back office system to the Sensus Analytics modules. This flat file may be delimited or fixed width. This specification allows Customer to transmit each day or as needed: 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 the Sensus FTP servers, this file exchange will enable the system to become operational with the Customer's systems. Customer shall produce this file and transmit it to the FTP location designated by Sensus. Sensus will provide reasonable support to explain to Customer the required vs. optional fields that are in the specification, testing and validation of the file format and content. a. in scope of the included integration efforts is the mapping the Customer's fields to the VFtex specification. b. Out of scope and subject to additional charges will be the transformation of data where business logic including code must be written to modify the field content or format of the data to meet the VFlex specification. ii. Sensus' integration services consists of four (4) hours of assistance (remote or on -site, as determined by Sensus). If additional time is needed to complete the integration efforts, 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 SEnsus iii, if an item is not listed In subparagraphs {l) or (ii) above, such Item is excluded from the integration of Sensus Analytics Support and is subject to additional pricing. Data Import. The Sensus Analytics Application contains adapters for the import of data from; (a) Customer's FlexNet AMI System; and/or (b) AutoRead application for handheld and drive by systems, as applicable. Customer Acknowledgements. I. Customer acknowledges that the Sensus Analytics Application provides up to fifty (50) user login for Customers use. ii. Customer acknowledges and agrees the Sensus Analytics Application is based upon the actual number of End Users within Customers Service Territory. Pricing may increase if Customer's Service Territory or actual number of End Users expands. iii. Customer acknowledges that all data related to the Sensus Analytics Applications is geographically hosted within the United States of America. Customer accepts the geographic location of such hosting, and indemnifies Sensus for any claims resulting therefrom. iv. Customer acknowledges and agrees that the intellectual Property provisions of this Agreement apply in all respects 10 Customer`s access to and use of the Sensus Analytics Applications. V. Customer is responsible for validating the data analyzed by the Sensus Analytics Applications. Sensus makes no promises of improving Customers operations or saving Customer money, nor is Sensus liable for any damages resulting from decisions made by Customer related to Customers use of Sensus Analytics. Third Party Software. A. RedHat Linux. If Sensus is providing Customer with a license to use RedHat Linux Software, Customer agrees to the following; By entering into this Agreement, Customer agrees to abide by and to be legally bound by the terms and conditions of the Red Hat End User License Agreements identified below, each of which are incorporated into this Agreement by reference and are available at the websites identified below. Please read the Red Hat End User License Agreements and incorporated references carefully. Subscription: End User License Agreement. Red Hat Enterprise Linux http.-/Avww.redhatcomfiicenses/rheLrheL_eii[a.htmi JBoss Enterprise Middleware http:/Awnv.redhat.comAicensesflboss_eula.html CONFIDENTIAL I Page 12 of 14 Meridian City Council Meeting Agenda July 24, 2018 — Page 194 of 534 Exhibit B Technical Support Introduction Sensus Technical Services provides utility customers with a single point of contact for Tier 1 support of technical issues as well as any coordination of additional resources required to resolve the issue. Requests that require specialized skills are to be forwarded to a senior support engineer or Technical Advisor within the team for further analysis. If Technical Services has exhausted all troubleshooting efforts for the product type, the issue will escalate to the Engineering Support Team. Occasionally, on -site troubleshootinglanalysis may be required. The preferred order of on -site support is: a) The Customer (for assistance with the easiest and lowest time-consuming activities such as power ontpower off). b) The local distributor. c) Sensus employees or contracted personnel, if required to fulfill a contract commitment. 2. S uppo it Categories 2.1. General questions regarding functionality, use of product, how-to, and requests for assistance on Sensus AMR, AMI, RF Network Equipment, Metering Products and Sensus Lighting Control. 2.2. Proactive reporting and resolution of problems. 2.3. Reactive reporting to isolate, document, and solve reported hardwarelsoftware defects. 2A. Responding to service requests and product changes. 2.5. Addressing customer inquiries with printed or electronic documentation, examples, or additional explanation/clarification. 3. Support Hours 3.1, Standard Support Hours: Tall -free telephone support (1-800-638-3748 option #2) is available Monday thru Friday from 8:OOAM EST to 8:OOPM EST. After- hours, holiday and weekend support for Severity 1 and Severity 2 issues is available by calling 1-800-638-3748, option 48. C Support Procedures 4.1. Customer identifies an issue or potential problem and calls Technical Services at 1.800-638-3748 Option #2. The Customer Service Associate or Technical Support Engineer will submit a Support ticket. 4.2. The Customer Service Associate or Technical Support Engineer will identify the caller name and utility by the assigned software serial number, city, and state In which the call originated. The nature of the problem and severity levels will be agreed upon by both parties (either at the time the issue is entered or prior to upgrading or downgrading an existing issue) using the severity definitions below as a guideline. The severity level is then captured into 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 will be updated. Severity Levels Description: Sev1 Customer's production system is down. The system is unusable resulting in total disruption of work. No workaround is available and requires immediate attention. Example: Network mass outage, all reading collection devices inoperable, inoperable head end software (e.g., RNI Software, Sensus MOM), Sev2 Major system featurelfunction failure. Operations are severely restricted; there is a major disruption of work, no acceptable work -around is available, and failure requires immediate attention. Examples: Network equipment failure (e.g., FlexNet Echo, FlexNet Remote, Base Station transceiver, or VGB); inoperable reading devices (e.g., AR5500, VXU, VGB, or CommandLink); head end software application has important functionality not working and cannot create export file for billing system operations. Sev3 The system is usable and the issue doesn't affect critical overall operation. Example: Minor network equipment failure (e.g., Echo/Remote false alarms or Base Station transceiver false alarms); head end software application operable but reports are not running properly, modification of view or seme non -critical function of the software is not running. Sev4 Minor system issues, questions, new features, or enhancement requests to be corrected in future versions. Examples: Minor system issues, general questions, and "How -To" questions. 4.3. The Customer Service Associate or Technical Support Engineer identifies whether or not the customer is on support. If the customer is not on support, the customer is advised of the service options as well as any applicable charges that may be billed. 4.4. Calls are placed in a queue from which they are accessible to Technical Support Engineers on a first -came -first -serve basis. A first level Customer Service Associate may assist the customer, depending on the difficulty of the call and the representative's technical knowledge. Technical Support Engineers (Tier 1 support) typically respondlresolve the majority of calls based on their product knowledge and experience. A call history for the particular account is researched to note any existing pattern or if the tail is a new report. This research provides the representative a basis and understanding of the account as well as any associated problems and/or resolutions that have been communicated. a. Technical Services confirms that there is an issue or problem that needs further analysis to determine its cause. The following information must be collected: a detailed description of the issue's symptoms, details on the software/hardware product and version, a description of the environment in which the issue arises, and a list of any corrective action already taken, b. Technical Services will check the internal database and product defect tracking system, to see if reports of a similar problem exist, and if any working solutions were provided. If an existing resolution is found that will address the reported issue, it shall be communicated to the customer. Once it is confirmed that the issue has been resolved, the ticket is closed. C. If there is no known defect or support that defines the behavior, Technical Services will work with the customer to reproduce the issue. If the issue can be reproduced, either at the customer site or within support center test lab, Technical Services will escalate the ticket for further investigation I resolution. If the issue involves units that are considered to be defective with no known reason, the representative will open a Special Investigation RMA through the Support system. If it is determined that a sample is required for further analysis, the customer will be provided with instructions that detail where to send the product sample(s) for a root cause analysis. Once it is determined that the issue cannot be resolved by Tier 1 resources, the ticket will be escalated to Tier 2 support for confirmationtworkarounds to resolve immediate issue. Technical Services will immediately contact the customer to advise of the escalation. The response and escalation times are listed in Section 5. At this time, screen shots, log files, configuration files, and database backups will be created and attached to the ticket. CONFIDENTIAL I Page 13 of 14 Meridian City Council Meeting Agenda July 24, 2018 — Page 195 of 534 SEnsus 5. Response and Resolution Targets, Sensus Technical Support will make every reasonable effort to meet the following response and resolution targets; Sever(ty ';: Standard Target Response'�. Stan argot Resolution Resolution,one or more of the foltovring} , Immediately assign trained and qualified • Satisfactory workaround is provided. Services Staff to correct the error on an • Program patch is provided. 1 30 Minutes expedited basis. Provide ongoing . Fix incorporated into future release. communication on the status of a correction. . Fix or workaround incorporated into the Support Knowledge Base. . Satisfactory workaround is provided. Assign trained and qualified Services • Program patch is provided. 2 4 hours Staff to correct the error. Provide . Fix incorporated into future release. communication as updates occur. . Fix or workaround incorporated into the Support Knowledge Base. • Answer to question is provided, • Satisfactory workaround is provided, 3 1 Business Day 90 business days . Fix or workaround incorporated into the Support Knowledge Base. • Fix incorporated into future release, • Answer to question is provided, 4 2 Business Days 12 months . Fix or workaround incorporated into the Support Knowledge Base. 6. Problem Escalation Process. 6.1. If the normal support process does not produce the desired results, or if the severity has changed, the issue may be escalated as follows to a higher level of authority. 6.1.1. Severity 1 issues are escalated by Sales or Technical Services to a Supervisor if not resolved within 2 hours; to the Manager level if not resolved within 4 hours; to the Director level if not resolved within the same business day; and to the VP level if not resolved within 24 hours. 6.1.2. A customer may escalate an issue by calling 1-800.638-3748, Option 2. Please specify the Support ticket number and the reason why the issue is being escalated. 6.1.3. In the event that a customer is not satisfied with the level of support or confinual problem with their products, they may escalate a given Support ticket to Manager of Technical Services (1-800.638.3748, Option 2). General Support Provisions and Exclusions, 7.1. Sensus provides online documentation for Sensus products through the Sensus User Forum(httplimyflexnetsystem.com/ModulefUser/Login). All Sensus customers are provided access to this online database, which includes operation, configuration and technical manuals, Sensus also hosts periodic user group teleconferences to facilitate the interchange of product ideas, product enhancements, and overall customer experiences. The customer shall provide names and email accounts to Sensus so Sensus may provide access to the Portal. 7.2. Specialized support from Sensus is available on a fee basis to address support issues outside the scope of this support plan or if not covered under another specific maintenance contract. For example, specialized systems integration services or out of warranty network equipment repair that is not covered under a separate maintenance contract CONFIDENTIAL I Page 14 of 14 Meridian City Council Meeting Agenda July 24, 2018 — Page 196 of 534 SIGNATUREREQUEST: City of Meridian OR .AMI Agreement Adobe Sign Document History 07/18/2018 Created: 07/18/2018 By: Jill Stubbs gill.stubbs@jcyleminc.com) Status: Signed Transaction ID: CBJCHBCAABAAnfyDucVuEfyCdWlBuDbhJYOD-hUVSxBY "SIGNATURE REQUEST: City of Meridian 4R AMI Agreement" History 5 Document uploaded by ,sill Stubbs aill.stubbs@xyleminc.com) from Acrobat 07/18/2018 - 10:28:29 AM PDT- IP address: 50.68.65.6 c� Document emailed to Tim Harriger (tim.harriger@xyleminc.com) for signature 0711812018 - 10:29:52 AM PDT Document viewed by Tim Harriger (tim.harriger@xyleminc.com) 07/18/2018 - 10:59:42 AM PDT- IP address: 207,235,73.18 CSC Document e-signed by Tim Harriger (tim.harriger@xyleminc.com) Signature Date: 07/1812018 - 11:01:14 AM PDT -Time Source: server- IP address: 207.235.73.18 Meridian City Council Meeting Agenda July 24, 2018 — Page 197 of 534