R17-110 1 RESOLUTION NO. R17-110
2
3 A RESOLUTION OF THE CITY OF BOYNTON BEACH,
4 FLORIDA, APPROVING A FIVE YEAR AGREEMENT BETWEEN
5 THE CITY OF BOYNTON BEACH AND SENSUS USA, INC., FOR
6 ADVANCED METERING INFRASTRUCTURE (AMI) TO
7 MAINTAIN THE STANDARDIZED METER READING
8 EQUIPMENT; AUTHORIZING THE CITY MANAGER TO SIGN
9 THE AGREEMENT; AND PROVIDING AN EFFECTIVE DATE.
10
11 I WHEREAS, on May 1, 2012 the City Commission approved a negotiated
12 agreement that provided for transition to AMI and operation through May 2017; and
13 WHEREAS, the Utilities Department is requesting approval to execute a renewal
14 term for an additional five (5) years for Advanced Metering Infrastructure with Sensus
15 USA, Inc.,; and
16 WHEREAS, upon recommendation of staff, the City Commission has determined
17 that it is in the best interest of the residents and citizens of the City of Boynton Beach to
18 approve the five year Agreement with Sensus USA, Inc., to maintain the standardized
19 meter reading equipment.
20 NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION
21 OF THE CITY OF BOYNTON BEACH, FLORIDA,THAT:
22 Section 1. The foregoing "Whereas" clauses are hereby ratified and confirmed as
23 being true and correct.
24 Section 2. The City Commission of the City of Boynton Beach, Florida, hereby
25 approves the five year Agreement between the City of Boynton Beach and Sensus USA, Inc.,
26 to maintain the standardized meter reading equipment, a copy of the Agreement is attached
27 hereto as Exhibit"A".
28 Section 3. The City Manager is authorized to execute the five year Agreement
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29 with Sensus USA, Inc., on behalf of the City of Boynton Beach.
30 Section 4. That this Resolution shall become effective immediately.
31 PASSED AND ADOPTED this 7th day of November, 2017.
32
33 CITY OF BOYNTON BEACH, FLORIDA
34
35 YES NO
36
37 Mayor—Steven B. Grant
38
39 Vice Mayor—Justin Katz
40
41 Commissioner—Mack McCray
42
43 Commissioner—Christina L. Romelus
44
45 Commissioner—Joe Casello
46
47
48 VOTE 37-0
49
50 ATTEST:
51
52 -67;,6' /
53 un
54 Jud' A. Pyle, CMC
55 Ci Clerk
56
57 s
58
59 (Corporate Seal)
60 '
0
BOYS1-
S
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sEnsus
Amended and Restated Advanced Metering Infrastructure (AMI) Agreement
between
City of Boynton Beach
("Customer")
and
Sensus USA Inc.
("Sensus")
WHEREAS, Customer and Sensus previously entered into an Advance Metering Infrastructure (AMI) Base Terms
Agreement dated May 21, 2012 (the"Previous Agreement");and
WHEREAS,the Previous Agreement ended on May 21, 2017;and
WHEREAS, the parties wish to ratify the continuation of the Previous Agreement through the Effective Date of this
Agreement;and
WHEREAS,the parties wish to amend and restate the Previous Agreement by entering into this Amended and Restated AMI
Agreement (the "Agreement"), and the terms and conditions of this Agreement shall control the relationship between the
parties.
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their duly authorized representatives
as of the day and year written below.The date of the last party to sign is the"Effective Date."
This Agreement shall commence on the Effective Date which is the date of the last signature below and continue for five(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.
Sensus USA Inc. '— • Customer:3 of Bo nton Beach
By: ` �li�,,,. r. By: re-
Name: IL tit ` IX(Z(R.i �e g--- Name: Lori LaVerriere
Title: 1' Gate 5( N x�P_CL Title: City Manager
Date: /cal s/ goo/o Date: November 17, 2017
Pricing remains firm until 4/30/2018("Trigger Date") Contents of this Agreement:
AMI Agreement
All purchase orders shall be sent to the address provided Exhibit A Software
by Sensus. Sensus may change this address upon Exhibit B Technical Support
notice to Customer. Exhibit C Pricing
Exhibit D Statement of Work
Exhibit E Product Warranties
Exhibit F Propagation Analysis
Exhibit G through I are intentionally omitted
Customer order acknowledgements shall be sent to:
[insert email address or fax number]
Sensus shall send all invoices to: [insert mailing address,
SS :11 , J email address,fax number,as applicable]
leo C
1401a, (v{:j-13 A 110 PI r
d tHOl.NAO8 JO Ai 13 APP.•VED = O FO,
CITY ATTORNEY
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AMI Agreement
1. Equipment.
A. Purchase of Equipment.
i. Equipment. Customer shall purchase from Sensus the quantities and types of Field Devices,RF Field Equipment,and other goods(collectively,
Equipment')set forth in Exhibit C at the prices set forth in Exhibit C.
it. Delivery. Customer shall pay for delivery of the Equipment from Sensus'or Senses'contracted manufacturers'factory to Customer's warehouse. All
Equipment is shipped Ex Works shipping point,prepay freight and add. Title to,and property in,the Equipment shall pass to Customer upon shipment.
Risk of loss of the Equipment shall also pass to Customer upon shipment
Iii. Project Number. Customer shall include the Sensus project number on all Purchase Orders. Orders submitted to Sensus may not be canceled or
amended,or deliveries deferred,by Customer except with Sensus'prior written consent,
iv. Warranty. The Equipment purchased directly from Senses is warranted as set forth in this subsection(iv).
(a) Sensus warrants its water metering equipment and SmartPoint Modules according to the terms and conditions(including all limitations and
exclusions)in the Sensus G-500 warranty,attached hereto as Exhibit E. To the extent the terms of the G-500 Warranty conflict with the terms in
this Agreement,the terms of this Agreement shall control.
(b) Senses warrants all other goods, software, and services, except for the water metering equipment, according to the terms and conditions
(including all limitations and exclusions)in the Sensus Limited Warranty,attached hereto as Exhibit E. To the extent the terms of the General
Limited Warranty conflict with the terms in this Agreement,the terms of this Agreement shall control.
(c) Extended Warranty of RF Field Equipment Notwithstanding the foregoing, for each year that Customer pays for an extended basestation
warranty, Sensus shall extend the warranty period of RF Field Equipment by twelve (12)months (the 'Extended Warranty'). Following the
expiration of the standard warranty period described in the General Limited Warranty,Customer shall pay for the Extended Warranty each year on
an annual basis. If Customer ceases to purchase the Extended Warranty upon expiration of the previous warranty term,Customer shall not be
entitled to purchase the Extended Warranty again. All of the limitations and exclusions of the General Limited Warranty shall apply during any
extended warranty term. For clarity,batteries,labor,and other parts or services not provided by the General Limited Warranty are not covered by
the Extended Warranty and such expenses shall be Customer's cost and responsibility,
B. Limitations and Exclusions.THE WARRANTIES IN THIS SECTION 1,THE G-500 WARRANTY,AND THE GENERAL LIMITED WARRANTY ARE THE
ONLY WARRANTIES GIVEN WITH RESPECT TO THE GOODS, SOFTWARE LICENSES,AND SERVICES SOLD OR OTHERWISE PROVIDED BY
SENSUS. SENSUS EXPRESSLY DISCLAIMS ANY AND ALL OTHER REPRESENTATIONS,WARRANTIES AND/OR CONDITIONS, EXPRESSED,
IMPLIED,STATUTORY OR OTHERWISE,REGARDING ANY MATTER IN CONNECTION WITH THIS AGREEMENT,INCLUDING WITHOUT LIMITATION,
WARRANTIES AS TO FITNESS FOR A PARTICULAR PURPOSE,MERCHANTABILITY,NON-INFRINGEMENT AND TITLE.
C. Ongoing Maintenance of Equipment.
i. Field Devices. Customer shall be responsible for the ongoing maintenance of the Field Devices,Customer shall provide the field services labor to visit
a problem Field Device and perform diagnostics and repair or replacement. For electricity products,Customer shall first test and confirm that each
socket to which a Field Device will be/is connected is in safe operating condition,is fully functional,is not corroded,does not contain improperly installed
jaws or other deficiencies,complies with ANSI standards,and is not"hot",damaged,or otherwise in need of maintenance or repair.
ii. RF Field Equipment. Except as otherwise provided herein,Customer shall be responsible for the ongoing maintenance of the RF Field Equipment
Customer shall be responsible for the ongoing monthly operations and expenses related to the RF Field Equipment, including any leasing costs,
construction costs,taxes and costs of WAN Backhaul.Customer shall pay for electric power to the RF Field Equipment
2. Services.
A. Installation of Equipment.
i. Generally.The pates shall have their respective obligations for the deployment and operation of the AMI System as set forth in the Statement of Work
attached as Exhibit D. The Statement of Work does not apply if Customer is purchasing Equipment from Sensus'authorized distributor.
ii. Field Devices. Customer shall install the Field Devices at its End Users'premises,or other location as applicable,For electricity products,Customer
shall first test and confirm that each socket to which a Network Device will be connected is in safe operating condition,is fully functional and Is not'hot',
damaged or otherwise in need of maintenance or repair.
RF Field Equipment.Sensus shall perfomi the propagation analysis in the Service Territory to determine where to locate the RF Field Equipment For
the prices set forth in Exhibit C,Sensus,or its subcontractor,shall perform Sensus'obligations in Exhibit D with regards to the RF Field Equipment
installation. Customer shall perform Customer's obligations in Exhibit D with regards to the RF Field Equipment installation.The propagation analysis is
attached hereto as Exhibit F.
B. Software Implementation. Sensus shall install and configure the Software and shall install 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 this Agreement,Any training shall be subject to a separate agreement which describes the
scope and pricing for such work
3. Software.
A. Software as a Service(SaaS).Sensus shall provide Customer with Software as a Service,as defined in Exhibit A,only so long as Customer is current in its
payments for such services.
B. UCFTA.To the maximum extent permitted by law,the Parties agree that the Uniform Computer Information Transaction Act as enacted by any state shall not
apply,in whole or In part,to this Agreement
4. Spectrum
A. Spectrum Lease. The parties previously entered into a spectrum manager lease on May 21,2012(the"Spectrum Lease"),which is hereby specifically
incorporated by reference. To the extent the Spectrum Lease may be interpreted to have expired in May 2017,the parties hereby ratify the extension of the
Spectrum Lease to continue unchanged and unaffected from May 21,2012 through the end of the Term of this Agreement,subject to the terms and conditions
of the Spectrum Lease.
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5. General Terms and Conditions.
A. Payment. All payment and pricing is subject to the terms in Exhibit C.
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
termination (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(ii)any revenue or profits lost by Customer or
its Affiliates from any End User(s),irrespective whether such lost revenue or profits is categorized as direct damages or otherwise;nor(iii)any In/Out
Costs;nor(iv)manual meter read costs and expenses;nor(v)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.
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 sue)material breach is not
cured within forty-five(45)days of written notice by the other party.Upon any expiration or termination of this Agreement,Sensus'and Customers obligations
hereunder shall cease and the software as a service and Spectrum Lease shall immediately cease.
D. Force Majeure. If either party becomes unable,either wholly or in part, by an event of 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 Force 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 automatically vest in Sensus by virtue of this Agreement or otherwise,and instead vests in Customer,Customer agrees to grant and assign and hereby
does grant end 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 1o) 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 Notwithstanding the foregoing,Customer shall be allowed to release any information that is a Public
Record under Florida Law.
G. 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 at applicable U.S.and beat laws and regulations governing the use,export,import,re-export,
and transfer of products,technology,and services;and(ii)obtain all required authorizations,permits,and licenses.Customer shall immediately notify
Sensus,and immediately cease all activities with regards to the applicable transaction,If the Customer knows or has a reasonable suspicion that the
equipment,software,or services provided hereunder may 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.
li. Anti-Corruption LawsCustomer shall comply with the United States Foreign Corrupt Practices Act(FCPA),15 U.S.C.§§78dd-1,et 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-
conuption in the Customer's county or any country where performance of this Agreement,or delivery or use of equipment,software or services will
occur.
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
provisions of this Agreement will 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.
I. Assignment and Sub-contracting. Either party may assign,transfer or delegate this Agreement without requiring the other party's consent(i)to an Affiliate;
(i)as part of a merger;or(iii)to a purchaser of ail or substantially ail 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
Ngher)of 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 Florida.
Any and all disputes arising under,out of,or in relation to this Agreement,its negotiation,performance or termination("Disputes')shall first be resolved by the
Parties attempting mediation in Florida.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 Florida. 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. Survival. The provisions of this Agreement that are applicable to circumstances arising after its termination or expiration shaft survive such termination or
expiration.
M. 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.
N. Four Corners. This written Agreement including all of its exhibits,and the Spectrum Lease represents the entire understanding between and obligations of
the parties and supersedes all prior understandings,agreements,negotiations,and proposals,whether written or oral,formal or informal between the parties,
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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 and/or processed by Sensus.
Any goods,software or services delivered or provided in anticipation of this Agreement(for e.g.,as part of a pilot or because this Agreement has not yet been
signed but the parties have begun the deployment)under purchase orders placed prior to the execution of this Agreement are governed by this Agreement
upon Its execution and it replaces and supersedes any such purchase orders.
0. Counterparts.This Agreement may be executed in any number of counterparts,each of which shall be deemed an original,but all of which together shall
constitute one and the same instrument Additionally,this Agreement may be executed by facsimile or electronic copies,all of which shall be considered an
original for all purposes.
6. Definitions, As used in this Agreement,the following terms shall have the following meanings:
A. °Affiliate"of a party means any other entity controlling,controlled by,or under common control with such party,where'control'of an entity means the ownership,
directly or indirectly,of 50%or mom of either;(i)the shares or other equity in such entity;or(ii)the voting rights in such entity.
B. "AM1 System"Identifies the Sensus FlexNet Advanced Meter Infrastructure System comprised of the SmarlPoint Modules,RF Field Equipment,Server Hardware,
software licenses,FCC teenses,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. 'Available Meter"means an installed Sensus FlexNet meter(with a SmartPoint Module installed)or a Sensus SmartPoint Module which has been installed on a third
party meter,and which,in either case,is not an Unavailable Meter(or on an Unavailable Meter in the case of SmartPoint Modules on third party meters) and which
satisfies elf of the following criteria:O it functions properly,and is not a damaged or failed meter;(ii)Intentionally Omitted(ii)it is serviced by RF Field Equipment that
has not been subjected to a power failure greater than eight(8)total hours;(iv)neither it nor the RF Field Equipment that serves that meter has been affected by a Force
Majeure event;(v)jamming of the radio spectrum is not preventing or interfering with radio communication to or from the meter;(v)it is installed in the Service Territory;
(vi)It has not been reported to Customer under Sensus'or Customer's preventative maintenance;(viii)its functioning or performance has not been adversely affected by
a falure of Customer to perform its obligations or tasks for which it is responsible under this Agreement,(ix)its functioning or performance has not been adversely
affected by a failure or Insufficiency of the back haul telecommunications network of Customer for communications among the components of the Senses AMI System;
and(x) it has been installed in compliance with the procedures and specifications approved by Customer and Sensus.
D. "Billing Window for a meter means the four day period commencing one day prior to the relevant billing day for such meter and ending two days after such billing day.
The Billing Window for testing purposes shall be agreed by Customer and Sensus.
E. °Confidential Information' means any and all non-public information of either party, all technical information about either party'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.
F. "Echo Transceiver'identifies the Sensus standalone,mounted relay device that takes the radio frequency readings from the SmartPolnt Modules and relays them by
radio frequency to the relevant FlexNet Base Station.
G. "End User'means any end user of electricity,water,and/or gas(as applicable)that pays Customer for the consumption of electricity,water,and/or gas,as applicable.
H. 'Escalator-1V means the following:
i. For Software as a Service Senses Analytics Applications:three percent(3%).
ii. For Software as a Service Logic Applications:two and a half percent(2.5%)
iii. For Water Meters:
(a) For bronze and low lead water metering products:the percentage change,for the relevant period,of the average of;(a)the United States Bureau of
Labor Statistics Producer Price Index,Commodities,Group:Metals and metal products,Item:Copper and copper-base alloy castings(excl.die-castings),
series ID:WPU102807013,not seasonally adjusted;and(b)the United States Bureau of Labor Statistics Producer Price Index,Industry Data,Industry and
Product:Plastics material and resins mfg.,series ID:PCU 325211325211,not seasonally ad)usted,#
(b) For plastic main case meters:the percentage change,for the relevant period,of the United States Bureau of Labor Statistics Producer Price Index,
Industry Data,Industry and Product Plastics material and resins mfg.,series ID:PCU 325211325211,not seasonally adjusted.
(c) For Omni meters:the percentage change,for the relevant period,of the United States Bureau of Labor Statistics Producer Price Index,Commodities,
Group:Metals and metal products,item:other gray and ductile iron castings,other,series ID:WPU101504,not seasonally adjusted.
iv. For all other goods and services:the percentage change,for the relevant period,of the United States Bureau of Labor Statistics Consumer Price Index for All
Urban Consumers(CPI-U)'All Items Less Food and Energy'for the U.S.City Average for All Items,1982-84=100,not seasonally adjusted,or substantially
similar succeeding index.
v. Any Escalator increases called forth in this Agreement shall be calculated to the third decimal point(e.g.2.576%)
I. 'Field Devices'means the meters and SmartPoint Modules.
J. 'FlexNet 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.
K. 'Force Majeure'means an event beyond a party's reasonable control,including,without Imitation,acts of God,hurricane,flood,volcano,tsunami,tornado,storm,
tempest mudslide,vandalism,illegal or unauthorized radio frequency Interference,strikes,lockouts,or other industrial disturbances,unavailability of component parts of
any goods provided hereunder,acts of public enemies,wars,blockades,Insurrections,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.
L. "Hosted Software"means those items listed as an Application in Exhibit A.
M. 'In/Out Costs'means any costs and expenses incurred by Customer in transporting goods between its warehouse and its End User's premises and any costs and
expenses incurred by Customer in installing,uninstalling and removing goods.
N. `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,author's rights,and other intellectual property rights,including any derivations
and/or derivative works,as may exist now or hereafter come Into existence,and all renewals and extensions thereof,regardless of whether any of such rights arise under
the laws of the United States or of any other state,country orjurisdiction,any registrations or applications thereof,and all goodwill pertinent thereto.
0. 'Licensed Software°means the Senses proprietary software that Sensus expressly licenses to Customer as specifically set forth in this Agreement.
P. "LCV identifies the load control modules.
Q. "Ongoing Fee"means the annual or monthly fees,as applicable,to be paid by Customer during the Term of this Agreement
R. '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.
S. "Permitted Use"means only for reading and analyzing data from Customer's Field Devices in the Service Territory. The Permitted Use does not include reading third
party meters or reading meters outside the Service Territory.
T. "Release°means both Updates and Upgrades.
U. "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 TCP/IP backhaul communication.
V. "RF Field Equipment'means,collectively,FlexNet Base Stations,Echo Transceivers and Remote Transceivers.
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W. 'RNP identifies the regional network interfaces consisting of hardware and software used to gather,store,and report data collected by the FlexNet Base Stations from
the SmartPoint Modules. The RNI hardware specifications will be provided by Sensus upon written request from Customer.
X. "RN1 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.
Y. 'Service Territory identifies the geographic area where Customer provides electricity,water,and/or 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 .
Z. 'Server Hardware"means the RNI hardware.
M. 'SnwrtPolnre Modules'identifies the Sensus transmission devices instated on devices such as meters,distribution automation equipment and demand/response
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.
BB. '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.
CC. °TouchCoupler Unir identifies an inductive coupler connection from a water register to the SmartPoint Module.
DD. "Unavailable Meters'include meters with sockets with power cut at the pole,meters that are booted on the line side,sockets that are not provided power due to a
power delivery system failure,meters with tamper,theft or other human Induced failures that render the meter or SmartPoint Module incapable of providing a read,a
Force Majeure event induced failures of the power delivery system,socket or meter,andlor any system or meter maintenance issue that precludes the meter from
transmitting its message to the network. Examples of Unavailable Meters include: (i)Intentionally Omitted; (ii)Intentionally Omitted; (iii)Intentionally Omitted;
(iv)Intentionally Omitted;(v)Broken ToudnCoupler unit:the TouchCoupler unit is damaged by intentional or unintentional acts;(vi)Broken Clip: the dip that holds the
TouchCoupler unit into the radio package housing is broken and the unit cannot complete the inductive electrical connection; (vii) Improper Installation of the
TouchCoupler unit the ToudiCoupler unit is not pushed all the way into the housing clip causing the unit to not be able to complete the inductive electrical connection;
(viii)Unit not installed through the pit lid:the unit is not installed with the antenna positioned through the pit lid and properly secured with the retaining nut.The radio unit
must also be securely attached to the antenna section;(ix)Radio unit not securely attached to the Antenna unit:The water-proof SmartPoint Module housing is not
property installed and secured to the antenna unit;(x)Damaged antenna:the units antenna is damaged by Intentional or unintentional acts;(xi)Damaged radio package:
the units water-proof radio package is damaged by intentional or unintentional acts;(xli)Data Base errors:the unit Is removed from the system but not updated in the
database.Still shown as in the system when in fact has been removed;(xiii)Phantom Units:the unit is removed from the system but is still Transmitting and being heard
by the system;and(xiv)Other Installation Defect:the unit is otherwise installed irnproperfy so that it does not communicate with the FlexNet Base Station.
EE. "Updates°means releases of the Software that constitute a minor improvement in functionality.
FF. 'Upgrades'means releases of the Software which constitute a significant improvement in functionality or architecture of the Software.
GG. 'WAN BackhauP means the communication link between FlexNet Base Stations and Remote Transceivers and RNI.
•
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Exhibit A
Software
Software as a Service
I. Description of Services
This exhibit contains the details of the Software as a Service that Sensus shall provide to Customer if both;(i)pricing for the application of Software as a Service has
been provided to the Customer,and(ii)the Customer is current in its payments for such application of Software as a Service.
A. Software as a Service Generally.
Software as a Service is a managed service in which Sensus will be responsible for the day-to-day monitoring,maintenance,management,and supporting of
Customer's software applications. in a Software as a Service solution, Sensus owns all components of the solution (server hardware, storage, network
equipment,Senses 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
• Senses 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 Senses'Intellectual property rights to
use the Senses 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 Term to terminate any
Application by giving Sensus one hundred twenty(120)days prior written notice, Such notice,once delivered to Senses,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)RN!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:
Sensus will provide the use of required hardware,located at Sensus'or a third-party's data center facility(as determined by Sensus),that is necessary
to operate the Application.
ii. Sensus will provide production and disaster recovery environments for Application.
Sensus will provide patches,updates,and upgrades to latest Sensus Hosted Software release,
iv. Senses 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 24x7 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. ft 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 Senses to take immediate action to maintain the system capacity and performance levels,
and Senses has authority to make changes without Customer approval as needed, in accordance to standard confguration and change
management policies and procedures.
vi. 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 capacity and performance,such as rebuilding indexes,updating
indexes,consistency checks,run SQL query/agent jobs,etc.
vii, Incident and Problem Management. Sensus will:
a. Proactively monitor managed systems(24x7x365)for key events and thresholds to proactively detect and identify incidents.
b. Respond to incidents and problems that may occur to the Application(s).
c. Maintain policies and procedures for responding to incidents and performing root cause analysis for ongoing problems.
d. Correlate incidents and problems where applicable.
e. Sensus personnel will use the Salesforce Se Service Portal to document and track incidents,
f. In the event that a Sensus personnel is unable to resolve an issue,the issue will be escalated to the appropriate Subject Matter Expert
;00204479.1 306.90018211
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(SME).
g. Maintain responsibility for managing incident and problems through resolution and will coordinate with Customer's personnel and/or any
required third-party vendor to resolve the issue.
h. Provide telephone support consistent with Exhibit B,Technical Support in the case of undetected events.
viii. Security Management. Sensus will:
a. Monitor the physical and cyber security of the server and Application(s)24x7 to ensure system is highly secure in accordance with NEST
Security Standards.
b. Perform active intrusion prevention and detection of the data center network and firewalls,and monitor logs and alerts.
c. Conduct period penetration testing of the network and data center facilities,
d. Conduct monthly vulnerability scanning by both internal staff and external vendors.
e. Perform Anti-Virus and Malware patch management on all systems.
f. Install updates to virus protection software and related files(including Virus signature files and similar files)on all servers from the update
being generally available from the anti-virus software provider.
g. Respond to any potential threat found on the system and work to eliminate Virus or Malware found.
h. Sensus adheres to and submits certification to NERC/CIP Cyber Security standards.
i. Sensus actively participates/monitors 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. Bads-up and store data(on tapes or other storage media as appropriate)off-site to provide protection against disasters and to meet tile
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 Application(s)environments to a geographically separated data center location to provide a full disaster recovery
environment for the Application production system.
e. Provide disaster recovery environment and perform fail-over to 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 with the disaster recovery plan.
h. In the case of a disaster and loss of access to or use of the Application,Sensus would use commercially reasonable efforts per the Recovery
Time Objectives 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 Station/TGB restoring the database to real-time minus
external interfaced systems from the day prior,
k. Data from external interfaced systems shall be recreated within a forty-eight(48)hour period with the assistance of Customer personnel and
staff,as needed.
E. Customer Responsibilities:
i. Coordinate and schedule any changes submitted by Sensus to the system in accordance with standard configuration and change management
procedures.
ii. Participate in all required configuration and change management procedures.
iii. Customer will log incidents related to the managed Application with Sensus personnel via email,web portal ticket entry,or phone call.
iv. Responsible for periodic processing of accounts or readings(i.e.billing files)for Customer's billing system for billing or other analysis purposes.
v. Responsible for any field labor to troubleshoot any SmartPoint modules or smart meters in the field in populations that have been previously deployed
and accepted.
vi. First response labor to troubleshoot FlexNet Base Station,Echo Transceivers,Remote Transceivers or other field network equipment.
vii. Responsible for local area network configuration,management,and support.
viii.
Identify and research problems with meter reads and meter read performance.
ix. Create and manage user accounts.
x. Customize application configurations.
xi. Support application users.
xii. Investigate application operational issues(e.g.meter reads,reports,alarms,etc.).
xiii. Respond to alarms and notifications.
xiv. Perform firmware upgrades over-the-air,or delegate and monitor field personnel for on-site upgrades.
F. "Software as a Service"does rjsil 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
Any integration between applications,such as Harris 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.
IL Further Agreements
A. System Uptime Rate
i. Sensus(or its contractor)shall manage and maintain the Application(s)on computers owned or controlled by Sensus(or its contractors)and shall
provide Customer access to the managed Application(s)via intemet 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 (TM —Total Non-Scheduled Downtime minutes In the Month)
TMO
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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.
b. "Scheduled Downtime"means the number of minutes during the Month,as measured by Sensus, in which access to any Application is
scheduled to be unavailable for use by Customer due to planned system maintenance. Sensus shall provide Customer notice(via email or
otherwise)at least seven(7)days in advance of commencement of the Scheduled Downtime.
c. "Non-Scheduled Downtime"means the number of minutes during the Month,as measured by Sensus,in which access to any Application Is
unavailable for use by Customer due to reasons other than Scheduled Downtime or the Exceptions,as defined below(e,g.,due to a need for
unplanned maintenance or repair).
I. Exceptions."Exceptions"mean the following events:
a. Force Majeure;
b. Emergency Work,as defined below;and
c. Lack of Internet Availability,as described below.
I, 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. Lack of Internet Availability.Sensus shall not be responsible for any deterioration of performance attributable to latencies in the public Internet or
point-to-point network connection operated by a third party.Customer expressly acknowledges and agrees that Sensus does not and cannot control the
flow of data to or from Sensus'networks and other portions of the Internet,and that such flow depends in part on the performance of Internet services
provided or controlled by third parties,and that at times,actions or Inactions of such third parties can impair or disrupt data transmitted through,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.
B. Data Center SiteSecurity, Although Sensus may modify such security arrangements without consent or notice to Customer,Customer acknowledges the
following are the current arrangements regarding physical access to and support of the primary hardware components of the Managed Systems:
i. The computer room(s)in which the hardware is installed is accessible only to authorized individuals.
li. Power infrastructure includes one or more uninterruptible power supply(UPS)devices and diesel generators or other alternative power for back-up
electrical power.
iii. Air-conditioning facilities(for humidity and temperature controls)are provided in or for such computer room(s)and can be monitored and adjusted for
humidity and temperature settings and control.Such air systems are supported by redundant,back-up and/or switch-over environmental units.
Iv. Such electrical and A/C systems are monitored on an ongoing basis and personnel are available to respond to system emergencies(if any)in real time.
v. Dry pipe pre-action fire detection and suppression systems are provided.
vi. Data circuits are available via multiple providers and diverse paths,giving access redundancy.
C. Responsibilities of Customer
i. Customer shall promptly pay all Software as a Service fees.
ii. Customer may not(I)carelessly, knowingly, intentionally or maliciously threaten,disrupt,harm,abuse or interfere with the Application(s), Managed
Systems or any of their functionality,performance,security or integrity,nor attempt to do so;(ii)Impersonate any person or entity,including,but not
limited to,Sensus,a Sensus employee or another user;or(iii)forge,falsify,disguise or otherwise manipulate any identification Information associated
with Customer's access to or use of the Application(s).
If. 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(Ii)Customer's network router and firewall,if applicable,to allow
data to flow between the Customer's Systems and Sensus'Managed Systems in a secure manner via the public Internet.
iv. Upon receiving the system administrator account from Sensus,Customer shall create usemame and passwords for each of Customer's authorized
users and complete the applicable Sensus registration process("Authorized Users").Such usemames and passwords will allow Authorized Users to
access the Application(s).Customer shall be solely responsible for maintaining the security and confidentiality of each user ID and password pair
associated with Customer's account,and Sensus will not be liable for any loss,damage or liability arising from Customer's account or any user ID and
password pairs associated with Customer.Customer is fully responsible for all acts and omissions that occur through the use of Customer's account
and any user ID end password pairs.Customer agrees(I)not to allow anyone other than the Authorized Users to have any access to,or use of
Customers account or any user ID and password pairs at any time;(ii)to notify Sensus immediately of any actual or suspected unauthorized use of
Customer's account or any of such user ID and password pairs,or any other breach or suspected breach of security,restricted use or 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,usemames or passwords.
v. Customer shall be responsible for the day-to-day operations of the Application(s)and AMI System. This includes,without limitation,(i)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(vii)performing over-the-air
commands(such as firmware updates or configuration changes).
Ill. 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.
f. Allows the user to see the meter location on a map view.
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g. Allows notifications for an event on a single meter to be forwarded to a Customer employee.
h. Allows details to be viewed about a meter—(dependent on the data integrated from other systems).
ii, Meter Insight(provides the following)
a. #of active meters.
b. #of orphaned meters with drill down to the list of meters.
c. #of inactive meters with drill 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.
III. Report Access
a. Allows the user to see meter alarms and choose a report from a list of standard reports.
b. Master Route Register Reads: Shows the latest reads for all meters within specified time window.
c. Meter Route Intervals Reads: Allows users to inspect intervals of a single meter over a period of time.
d. Master Route No Readings: List all meters that are active in the system,but have not been sending reads within the specified time window.
e. Consumption Report List meters'consumption based on meter readings within the specified time window.
f. Zero Consumption for Period: List meters whose readings do not change over a period of time.
g. Negative Consumption: Shows the number of occurrences and readings of negative consumption for the last 24hr,48hr and 72hr from the
entered roll up date.
h. High Low Exception Report Displays meters whose reads exceed minimum or/and maximum threshold,within a time range.
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 slate 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 RN1.It also shows AMR hi 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.
N. Billing Access
a. Initate 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.
B Enhanced Package. The Enhanced Package shall consist of the modules listed above in the Essential Package,as well as the following additional modules:
i. Alarm Dashboard
a. Allows the user to summarize and filter alarms by a date range,
b. Allows the user to review all alarm types on a single screen.
c. The user can 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.
Alarm Console
a. Follow real time monitors of the alarms coming from Customers 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.
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.
D. Integration of Sensus Analytics. Senses shall provide integration support services to Customer only to the extent specifically provided below,
Senses shall provide Customer with a simple fiat file specification known as VFlex for the integration of the Customers back office system to the
Senses 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 Customers 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 Customers fields to the VFlex specification.
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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.
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.
tf an item Is not listed in subparagraphs(i)or(ii)above,such item is excluded from the integration of Sensus Analytics Support and Is
subject to additional pricing.
E. 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.
F. Customer Acknowledgements.
i. Customer acknowledges that the Sensus Analytics Application provides up to fifty(50)user logins for Customer's use.
ii. Customer acknowledges and agrees the Sensus Analytics Application is based upon the actual number of End Users within Customer's Service
Territory. Pricing may increase if Customer's Service Territory or actual number of End Users expands.
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 to 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 Customer's
operations or saving Customer money,nor is Sensus liable for any damages resulting from decisions made by Customer related to Customer's use of
Sensus Analytics.
IV. Third Party Software.
A. RedHat 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 websttes Identified below, Please
read the Red Hat End User License Agreements and incorporated references carefully.
Subscription: End User License Agreement:
Red Hat Enterprise Linux httpi/www.redhat.corMicenses/rhel_rha_eula.html
JBoss Enterprise Middleware http://www.redhatcomilicenses/jboss_euia.htmt
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Exhibit B
Technical Support
1. Introduction
Sensus Technical Services provides utility customers with a single point of contact for Tier 1 support of technical issues as well as any coordination of additional
resources required to resolve the issue.Requests that require specialized skills are to be forwarded to a senior support engineer or Technical Advisor within the
team for further analysis.If Technical Services has exhausted all troubleshooting efforts for the product type,the issue will escalate to the Engineering Support
Team.Occasionally,on-site troubleshootinglanalysis may be required.The preferred order of on-site support is:
a) The Customer(for assistance with the easiest and lowest time-consuming activities such as power on/power off).
b) The local distributor.
c) Sensus employees or contracted personnel,if required to fulfill a contract commitment.
2. Support Categories
2.1. General questions regarding functionality, use of product, how-to,and requests for assistance on Sensus AMR,AMI, RF Network Equipment, Metering
Products and Sensus Lighting Control.
2.2. Proactive reporting and resolution of problems.
2.3. Reactive reporting to isolate,document,and solve reported hardware/software defects.
2.4. Responding to service requests and product changes.
2.5. Addressing customer inquiries with printed or electronic documentation,examples,or additional explanation/clarification.
3. Support Hours
3.1. Standard Support Hours:Toll-free telephone support(1-800-638-3748 option#2)is available Monday thru Friday from 8:00AM EST to 8:00PM EST.After-
hours,holiday and weekend support for Severity 1 and Severity 2 issues is available by calling 1-800-638-3748,option#8.
4. Support Procedures
4.1. Customer identifies an issue or potential problem and calls Technical Services at 1-800-638-3748 Option#2.The Customer Service Associate or Technical
Support Engineer will submit a 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 seventy 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 feature/function 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 some 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-Tow 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-come-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 respond/resolve the majority of calls based on their product knowledge and experience.A call history for the particular account is researched
to note any existing pattern or if the call is a new report.This research provides the representative a basis and understanding of the account as well as any
associated problems andlor 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 issues 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 tattle issue has been resolved,the ticket is closed.
c. If there is no known defect or support that defines the behavior,Technical Services will work with the customer to reproduce the issue.If the issue can
be reproduced,either at the customer site or within support center test lab,Technical Services will escalate the ticket for further investigation!resolution,
If the issue involves units that are considered to be defective with no known reason,the representative will open a Special Ihvestigation 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 samples)for a root cause analysis.Once it is determined that the issue cannot be resolved by Tier 1 resources,the ticket will be escalated to Tier 2
support for confirmation/workarounds to resolve immediate Issue.Technical Services will immediately contact the customer to advise of the escalation.The
response and escalation times are listed in Section 5.At this time,screen shots, log files,configuration files,and database backups will be created and
attached to the ticket
{00204479.1 306-9001821)
I Page 11 of 21
110111M11C
® sEnsus
5. Response and Resolution Targets.
Sensus Technical Support will make every reasonable effort to meet the following response and resolution targets:
Severity Sfandard Target Standard Target Resolution Resolution(one or more of the following)
Response
Immediately assign trained and qualified • Satisfactory workaround is provided.
Services Staff to correct the error on an • Program patch is provided.
1 30 Minutes expedited basis. Provide ongoing . Fix incorporated into future release,
communication on the status of a • Fix or workaround incorporated into the Support
oom0n 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. • For 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.
• Fm 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. Seventy 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 continual problem with their products,they may escalate a given
Support ticket to Manager of Technical Services(1-800-638-3748,Option 2).
7. General Support Provisions and Exclusions
7.1. Sensus provides online documentation for Sensus products through the Sensus User Forum (http:llmyflexnetsystem com/Module/User/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 shelf 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.
100204479.1 306-9001821)
Page 12 of 21
sEnsus
Exhibit C
Pricing
Pricing
Item Description ( Quantity } Price per Unit ( Notes
Goods
SEE EXHIBIT"C"!QUOTATION AT PAGES 14 THROUGH 17
Services
SEE EXHIBIT°C°/QUOTATION AT PAGES 14 THROUGH 17
Ongoing Fees
SEE EXHIBIT`C?QUOTATION AT PAGES 14 THROUGH 17 Annually
PRZtYiR,fit Tq kms
—
Escalation. Customer shall pay for all goods and services rendered by Sensus hereunder at the prices set forth in this Exhibit C(or in the Quote if one is referenced on the first
page.If there is a Quote referenced on the first page,such Quote is incorporated into this Exhibit C by reference). The pricing in Exhibit C shall remain firm until the Trigger Date
(as defined on the first page of the Agreement).Starting on the Trigger Date,and on each anniversary of the Trigger Date thereafter,the pricing in Exhibit C shall automatically
adjust to equal the summation of 0)the amount charged for such pricing component during the immediately preceding year("Base Amount");plus(ii)the product of the Base
Amount multiplied by the percentage rate of increase in the Escalator(s)during the immediately preceding year(which product shall not be less than zero,such that the pricing in
Exhbit C cannot decrease under this section). The Escalator(s)will be calculated utilizing the Escalator(s)published the month prior to the anniversary of the Trigger Date
compared to the equivalent month from one year earlier to determine the escalation. For example,if the Trigger Date occurs in January 2015,the Escalators)will be calculated by
comparing December 2013 and December 2014 figures,
Equipment. Invoices for all Field Devices,RF Field Equipment,Server Hardware and any other goods sold by Sensus hereunder shall be delivered along with the relevant goods.
Third Party Devices. In cases where Customer requests or requires Sensus to deliver SmartPoint Modules to a third party meter manufacturer(or any other third party),payment
for such modules is due within thirty(30)days of the invoice date to such manufacturer or other third party,irrespective of how long it takes such third party to deliver the
SmartPoint Modules to Customer.
Services. Invoices for Ongoing Fees and services shall be delivered annually or monthly,as applicable,in advance. Invoices for other services shall be delivered upon completion
of the applicable service.
Invoices and Payment. Customer shall pay all invoices within thirty(30)days of the Customer's receipt of the proper invoice in accordance with the Florida Prompt Payment Act..
Sensus reserves the right to establish credit limits for Customer and may require full or partial payment prior to shipment of any goods or commencement of any services provided
hereunder. All payments shall be made via electronic payment to the account(s)indicated by Sensus from time to time,unless Sensus requests a change in payment methods in
writing.
Late Payments. Any invoices not disputed in good faith by Customer which Customer does not pay within the time provided in this Agreement shall bear interest at the lower of(i)
one percent(1%)per month in accordance with the Florida Prompt Payment Actor(ii)the highest rate permitted by applicable law(collectively,'Interest Rata').
Disputed Invoices.Resolutions of disputed invoices will be handled in accordance with Section 218.76,Florida Statutes of the Florida Prompt Payment Act,as may be amended.
Withholding. Customer may withhold payment on an invoice for defective goods and services. Payment by Customer of an invoice shall deem Sensus to have fully cornered with
this Agreement for all goods and services represented In the invoice and with all other terms and conditions of this Agreement prior to the date of such payment
Taxes. All prices quoted are exclusive of federal,state and municipal taxes.Customer Is exempt from taxation and no taxes will be imposed on this Agreement or the goods,
services,licenses and/or other rights provided to Customer.Unless and until Customer provides Sensus with its tax exempt certificate,Customer shall be liable for all sales,use
and other taxes(whether local,state or federal)imposed on this Agreement or the goods,services,licenses,and/or other rights provided to Customer hereunder.
Delivery and Packaging. Customer shall pay for delivery of the Equipment from Sensus'or Sensus'contracted manufacturers'factory to Customer's warehouse. Sensus
reserves the right to select the manner in which Equipment is packaged.Quoted prices include regular packing. Special requirements for packing will be subject to extra charges.
Shipping and completion dates quoted by Sensus are made in good faith but are not guaranteed.
Address for Purchase Orders. All purchase orders shall be sent to the address listed below. Senses may change this address at any time,upon written notice to the Customer
(suds notice may be provided via email).
Sensus USA Inc.
PO Box 487
Uniontown,PA 15401
Atn Customer Service
Fax:800-888-2403
Emafi:iconsupportl sensus.com
{00204479.1 306-9001821)
Page 13 of 21
Exhibit C SEt1SUS
Page 1
950 North Gallatin Avenue 1-500-Meterll
moms P.O.Box 487 1-890-038-3748 QUOTATION
NOMMEN Uniontown,PA 15221 USA www.sensue.com Your Quote Number: 28578
Reference: SA ENHANC'Pf &CP
sEnsus
Bill to Customer: 084060 Ship to Customer:
ATTENTION WANEYA BRANT
BOYNTON BEACH CITY OF BOYNTON BEACH CITY OF
PURCHASING DEPARTMENT PO BOX 310
PO BOX 310 PURCHASING DEPARTMENT
BOYNTON BEACH FL 33425-0310 USA BOYNTON BEACH FL 33425-0310
Salesman: HERRON BROCK Effective Date: 5/04/17
Terms: NET 30 DAYS Expiration Date: 4/30/18
US Dollar
Line Description Quantity U/M Unit Price
1 Part#: SSX46XXXXXXXXXX 1 EA 38,512.210
SAAS W/S?WR RNI 3.X >35K WTR
RNI 3.X >35K SERVICES WATER
YEAR 1
2 Part#: MS RNI SAAS 1 EA 39,667.580
ANNUAL RNI SAAS FEE
YEAR 2
3 Part#: MS RNI SAAS 1 EA 40,857.600
ANNUAL RNI SAAS FEE
YEAR 3
4 Part#: MS RNI SAAS 1 EA 42,083.330
ANNUAL RNI SAAS
YEAR 4
5 Part#: MS RNI SAAS 1 EA 43,345.830
ANNUAL RNI SAAS Fist
YEAR 5
6 Part#: MS SU RNI SAAS1 1 EA .000
SETUP RNI SAAS FEE 0-34,999
WTR/GAS
This Quotation Is M offer to sell which includes and is subject is the Smits Metering Systems icons of Sete avaibble for viewing and
dowaloading tl hUa:/Mwwscusussont/tQ Please contact Customer Service rd I-SO0-638-3748 if you are unable W access this sin and require a
perused copy of 1110 Tema of Sale.
{00204479.1 3(.154001821)
Pap 14 of 21
MOM
IMMO
5Ensus
Page 2
450 North Gallatin Avenue 1-800.Meior1t
tearldram P.Q.BOX 487 1-800$38-3748
Uniontown,PA 15221 USA www.sonsUELCOIT1katainatN Your Quote Number: 28578
Mina
sEnsus US Dollar
Line Description Quantity U/M Unit Price
7 Part4f: 5396383700535F 1 EA 32,335.310
SENSUS WTR ANALYTICS ENHANCED
>35K ANNUAL FEE
8 Part#: 5396383700535F 1 EA 33,305.370
SENSUS WTR ANALYTICS ENHANCED
>35K ANNUAL ?Eh
9 Part#: 5396383700535F 1 EA 34,304.530
SENSUS WTR ANALYTICS ENHANCED
>35K ANNUAL FEE
10 Part4t: 5396383700535F 1 EA 35,333.670
SENSUS WTR ANALYTICS ENHANCED
>35K ANNUAL FEE
11 Part#: 5396383700535F 1 EA 36,393.680
SENSUS WTR ANALYTICS ENHANCED
>35K ANNUAL YEE
12 Part#: 5396383700521A 1 EA 2,000.000
SEN ANLYTCS SYSTEM SETUP WATER
<5K SENSUS RNI CUSTOMER
13 Part#: PS SA CUSTOM 1 EA 5,000.000
SENSUS ANALYTICS CUSTOM BILLNG
INTEGRATION FEE
14 Part#: SA WTR CP 1.5 1 EA 6,250.000
WTR CONSUMER PORTAL <1500 ANNL
ANNUAL USE FETE 0-1500
YEAR 1
15 Part#: SA WTR CP 1.5 ]. EA 6,437.500
WTR CONSUMER PORTAL <1500 ANNL
ANNUAL USE FEE 0-1500
YEAR 2
16 Part#: SA WTR CP 1.5 1 EA 6,630.630
WTR CONSUMER PORTAL <1500 ANNL
ANNUAL USE FEE 0-1500
This Quotation Is an otter to tell which includes and is subject to the Sensus Metering Syslcnn Tonne of Snlc available for view lag and
downloading so hap://www.KIISAnscondic lime contact C.sto na Service at I4300.63S-3748 if you aro unable to access this site and require a
printed copy of ltte Tams of Sate.
{00204479.1 306-9001821}
Page 15 of 21
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Page 4
459 North GeIlalin Avenue 1-800-Meter11
P.O.13ox487 1-300-638-3748
MOM= Your sv
Uniontown, USA ww.aessus.co 1 Your Quote Number: 28578
sEnsus US Dollar
Line Description Quantity U/M Unit Price
PROJECT CODE - WAKG
IF MODIFICATIONS IN METER MATERIALS OR PROCESSING ARE REQUIRED TO MEET
NEW REGULATIONS, THE PRICING SUBMI'ITTED IS SUBJECT TO IMMEDIATE CHANGE
Thank you for your interest in quality products by Sensus.
Current as of: 5/05/17
Correspondence: Purchase Orders:
SENSUS SENSUS
207 WINDMERE DRIVE PO BOX 487
BOWLING GREEN, KY 42103 UNIONTOWN, PA 15401
sensus.orders@sensus.com
PHONE: 800-METER-IT
800-638-3748
ROBERT WHITTAKER Regional Sales Manager
This Quoteiion Is in offer to sell which includes and is subject to the Scnsus Metering System Terms of Salo'wettable for viewing and
doweloidieg u hup;lAvww.senuussedio Please contact Crstrawcs Service it 1-590-638-3746 if you ate unabtc to access this site and rapine a
p inicd copy of t/w Teens of Sale.
(00204479.1 306-9001821)
Page 17 of 21
C
sEnsus
Exhibit D
Statement of Work
I. General Responsibilities.
a. Senses will:
1. Conduct a propagation study to determine the locations best suited for installation of the FlexNet Base Stations and to ensure proper communications with end point
transmitters and the RNI.
b. Customer
1. Provide a key point of contact to work with Sensus to help facilitate a timely installation of the FlexNet system.
2. Provide Senses a map of its Service Territory with latitude and longitude(latton')coordinates of its Service Territory boundaries,a list of meter locations,and a list of
preferred Customer tower locations.
3. Work with Senses to develop a shipping schedule to include network and metering components for the Sensus AMI System.The shipping schedule will be updated at
least quarterly,but may be updated on a more frequent basis as implementation proceeds. The shipping schedule shalt identify each geographic area of the
deployment,the specific locations of meters(street addresses and/or lat/lon if available)in that area,and the estimated date of installation in that area.The plan shall
estimate the number of meters by Sensus part number and form type to be installed for each quarter of the project until completion.
4. Be responsfile for monthyfees associated wit the network access for all sites where network access is needed.
5. Provide communications link(high speed DSL Is preferred)between the RNI and the FlexNet Base Station. One of the following should be used to access these
components:(i)Cisco VPN;(ii)Open VPN Connection;or(iii)SSH access via port 22 to Linux NC. if Customer is providing SSH access,Port 22 on the firewall
must be opened and redirected to the internal IP address of the Senses RNI.
6. Purchase any routers,hubs,mounting equipment,uninterruptible power suppy and/or security equipment needed to connect the RNI to Customer's internal
network.
7, Be responsible for the payment of any taxes,renewal,regulatory or license fees associated with the network hardware and software.
8. Be responsible for applying for and purchasing any needed work permits.
11. FlexNet Base Station Site Responsibilities
a. Senses will:
1. Determine the correct FlexNet Base Station configuration for the project. FlexNet Base Stations are available in three configurations:indoor,outdoor and rack
mounted.
2. Identify and hire a qualified installation team to install and commission the FlexNet Base Station equipment and make final end connections to the equipment for an
agreed upon installation fee.
3. Provide the FlexNet Base Station and antennae sufficient to receive meter data and provide the meter data to the RNI via Customer's provided network.
4. Provide the following equipment for the FlexNet Base Station installation: (a)Antel BCD-87010 Omni Directional Antenna or appropriate panel antenna as
required,(h)up to 400 feet of 7/8'coaxial cable per FlexNet Base Station location,(c)N/F connectors for 7/8'coaxial cable required for antenna installation
connection,(d)jumpers required to attached antenna to coax and to FlexNet Base Station(length of Jumper to be determined by individual site),(e)RF Polyphaser
surge current arrestor,(f)grounding Klts for 718"coaxial cable,(g)#6 stranded grounding wire for grounding FlexNet Base Station Cabinet,(h)antenna mount and
standoff for antenna installation,(i)hoisting grips to Install coaxial cable and to support coax cable,G)equipment required to pickup,transport and install FlexNet Base
Station on Platform,and k)one(1)hoisting grip per coax cable and hangars as needed.
5. Have access to a ground field(supplied by Customer)to properly ground the FlexNet Base Station and antenna equipment
6. Mount the FlexNet Base Station cabinet(if needed)to the structure provided and identified by Customer.
7. Make at data and power terminal,and antennae connections at the FlexNet Base Station Cabinet.This includes the connection from the power source(supplied by
Customer)and connection of the CAT 5 data line(supplied by Customer)from the network access point at the site.
8. Provide all strapping hardware needed to run the data and power cables from the base of the FlexNet Base Station site to the antennae ff needed.
9. Install the antenna at an agreed-upon location on the antenna structure.
10. Provide and install Andrew 7/8'coaxial cable from each FlexNet Base Station location to antenna mount location. Coax will be installed on the appropriate leg of
tower or mounting structure.
11. Provide and install antenna mount with a 3 foot stand-off for the antenna installation.
12. Mount the Serrsus provided Antel BCD-87010 or appropriate panel antenna for installation.
13. Install the Sensus provided RF Polyphaser and bond it to the ground buss entry location.
14. Install a 6 foot jumper from potyphaser entry port of FlexNet Base Station duplexer.
15. Ground the FlexNet Base Station to common ground with appropriate#6 ground wire and appropriate ground lugs.
16. Program and commission the FlexNet Base Station for proper operation.
17. Sweep the antenna and coax line to ensure conformance to Sensus'published specifications.
18. Perform drive-by testing to verify coverage.
19. Not be held responsible for damage to any interior/exterior coatings on water tanks that result from welding of antenna mounts to tanks.Parties will agree to a scope
of work prior to installation.
b. Customer will:
1. Provide an area at the FlexNet Base Station site for installation if the FlexNet Base Station is to be installed at a Customer provided site and prepare the site as
follows:
A. The site must have a network connection available for the FlexNet Base Station to communicate with RNI. Suggested communications methods are
Ethernet,DSL,Microwave and wireless. The Ethernet connector on the FlexNet Base Station unit is an R.J-45 type,10/100 auto signaling rate. Minimum
WAN bandwidth requirements are 128 kbps with a redundant path. Any network equipment to interface the FlexNet Base Station such as Juniper router/
firewall,switches,etc.will be Customer provided.
B. Customer will supply connectivity information to Sensus(IP address,default gateway,sub-net mask,etc.).
C. Provide suitable antenna mounting structure such as a tower,mono-pole,or building that is capable of supporting the weight of the antenna,cable,
mounting hardware and wind loading.
D. An Indoor site should have adequate room for the rack facilitating opening of both front and rear doom,and an available 120V grounded outlet within 10
{00204479.1 306-90018211
Page 18 of 21
11110111111111 MMIN
sEnsus
feet
E. An Outdoor site installation single phase 240 VAC 30 amp circuit from Meter bank to disconnect panel on FlexNet Base Station.
F. An Outdoor site shall have installation of FlexNet Base Station conaete support pad or suitable steel support structure with a minimum loading capacity of
6001b1 sq.inch.
G. An Indoor site should have adequate environmental control/ventilation. Recommended environmental ranges are shown in Appendix A of the Tower
Gateway Base Station Installation Manual. Although the unit is capable of operation in extreme temperatures,maintaining a moderate and constant
temperature environment will promote trouble-free service and long life.
H. The site must have ail RF and power connections properly surge arrested to prevent damage in the event of a major lightning strike. A Halo type building
ground installation with a tie available to connect to the rack ground bar is recommended;Motorola R-85 grounding specification preferred.
I. Customer to supply a cable bridge between the antenna mounting structure and the indoor/outdoor FlexNet Base Station site if and as needed.
J. For each outdoor basestatlon that is required at your location,you are responsible to provide two(2)additional ports on your LAN and one(1)additional
port for each indoor basestation
2. Provide the necessary trenching of the power line,conduit,and cabling needed to supply power from the power source outlet to the base station cabinet.All
electrical equipment will be installed in accordance with local codes.
3. Provide network access at the site where the FlexNet Base Station is to be installed. Customer should casufi with a Sensus representative regarding the available
options for network connections between FlexNet Base Station and RNI.
4. Provide CAT 5 UV and weather resistant network cable front the network service provider access ink to the cabinet
5. Provide any conduit or trenching needed to run the data cable to the FlexNet Base Station.Customer Is responsible to assure that data cable is located within 1 foot of
the final location of the FlexNet Base Station.
6. Provide padlocks at each FlexNet Base Station location for security purposes,
7. Install grounding material at the location of the FlexNet Base Station Installation.Ata minimum,the material should consist of#4 or#2 stranded copper wire which will
conned to the FlexNet Base Station.
B. Provide access to a proper ground field at the FlexNet Base Station site to enable Senses to properly ground the FlexNet Base Station and antenna equipment.
9. Be responsible for getting access/permission to any structure that is not owned by Customer.
111. Echo Transceiver/Remote Transceiver Responsibilities
a. Sensus will:
1. Provide mounting brackets for mstaltadon.
2. Identify the optimum baton to install the Echo TransoeiaenRerrtote Transceiver and communicate those locations to Customer,
3. Echo Transceiver/Remote Transceiver locations will be identified only after sufficient FlexNet Base Stations and endpoints have been installed and it is apparent that additional
infrastructure in the form of Echo Transceivers/Remote Transceivers is required to optimize system performance.
b. Customer will:
1. Provide a 120 VAC power source and cable run,in compliance with local code,to the point where each Echo Transceiver/Remote Transceiver will be installed to
supply all necessary power requirements.These boxes cal be Installed on top of poles,buildings,etc.For such cable runs,18 AWG UV and weather resistant power
cable for runs less than 470 ft and 16 AWG for runs less than 750 ft are needed.
2. Install the Echo Transceiver/Remote Transceiver units and ancillary equipment necessary to a structure.
3. Initiate,coordinate and acquire authorization for Installation crews to climb poles,buildings and other structures necessary to safely affix cable runs as needed for
the installation of the Echo Transceivers/Remote Transceivers.
4. Provide adequate electricity to the Echo Transceiver/Remote Trenscerver batons and be resporsiole for any and all recurring electricity charges for Echo
Transceiver/Remote Transceiver operations.
5. Be nhsparsible for at-going maintenance and supporta{the equOrnent after installation.
IV. Endpoints&Field Installation Responsibilities
a. Customer will:
1. Purchase Endpoints. "Endpoint,in this Exhibit only,means a Sensus meter or a Sensus SmartPoint Module installed on a third party meter.
2. Customer is responsible for the safe installation of the Endpoints. For electricity products,Customer shall first test and confirm that each socket to which a
Network Device will be/Is connected is in safe operating condition,Is fully functional,is not corroded,does not contain improperly installed jaws or other
deficiencies,complies with ANSI standards,and is not?rot",damaged,or otherwise in need of maintenance or repair.
3. Install or hire a qualified installation contractor to Install all Endpoints to be used in the AMI System.
4. Be responsible for quality assurance for their personnel and/or en installation contractor as it relates to proper installation of Endpoints.
5. Visit and troubleshoot Endpoints that are not reporting into the system.Investigate any non-reporting Endpoids to ensure that there we no rut wires,r roper nstailations,
improper programming and resolve all data entry errors in the system.
6. Assign en internal and/or installation contractor auditor to ensure installation work is correct Sensus wt train this individual to property identify and correct any known
problems In the field.This individual will be the primary contact to troubleshoot,identify and correct non reporting Endpoints and installation errors.
7. Once the Installer has corrpfeted troubleshooting of Installation issues,Sensus wi investigate the remaining Endpoints to identify and fix any coverage Issues.
8. Coordinate with Senses to establish the Endpoints installation schedule,shipment quantities,and overall project timeline.
9. Be resporsibte to rent or purchase approved handheld prograrmmirg devices in sufficient quantities to meet the demands of the installers.
1002044 79.1 306-D001821}
Page 19 of 21
NUM MINIM
® sEnsus
Exhibit E
Product Warratdes
(see attached)
{00204479.1 306-B001821)
I Page 20 of 21
Sensus Limited Warranty G-500 R21
I.General Product Coverage X.Sensus eccuMAG Meters...
Sensus USA Inc.("Sensus')warrants its products and parts to be free from defects in are warranted to be free from defects in material and workmanship,under normal use and
material and workmanship for one(1)year from the date of Sensus shipment and as set service, for 18 months from the date of Sensus shipment or 12 months from startup,
forth below. All products are sold to customer('Customer)pursuant to Sensus'Terms whichever occurs first.
of Sale,available at:sensus.com/TC("Terms of Sale").
Xl.Sensus Registers-..
II.SR Ile and accuSTREAM"'S/B",3/4"31"Meters... are warranted to be free from defects In material and workmanship from the date of Sensus
are warranted to perform to AWWA New Meter Accuracy Standards for five(5)years shipment for the periods stated below or until the applicable registration for AWWA
from the date of Sensus shipment or until the registration shown below, whichever Repaired Meter Accuracy Standards,as set forth above,are surpassed,whichever occurs
occurs first. Sensus further warrants that the SR II and accuSTREAM meters will first:
perform to at least AWWA Repaired Meter Accuracy Standards for fifteen(15)years
from the data of Sensus shipment or until the registration shown below, whichever 5/8"thru 2'SR,SR II,PMM,accuSTREAM Standard Registers 25 years
occurs ti 5/8`thru 2"SR,SR II,PMM,accuSTREAM Encoder Registers 10 years
New Meter Accuracy Repair Meter Accuracy Electronic Communication Index(ECI) 10 years
5/8'SR II Meter and 500,000gallons 1,500.000 gallons All HSPU,IMP Contactor,R.E.R.Elec.ROFI 1 year
accuSTREAM Meter
Standard and Encoder Registers for:"W'Turbo end Propeller Meters I year
314'SR II Meter and 750,000 gallons 2,250,000 gallons OMNI Register with Battery 10
accuSTREAM Meter years
1'SR II Meter and 1,000,000 gallons 3,000,000 gallons XII.Sensus Electric Meters,,,
accuSTREAM Meter are warranted to be free from defects in material and workmanship for one(1)year from
111.SR°5/8",314"d 1"Meters... the date of Senses shipment. Spare parts and components are warranted to be free from
defects in material and workmanship for one(1)year from the date of Sensus shipment.
are warranted to perform to AWWA New Meter Accuracy Standards for one(1)year
from the date of Sensus shipment.Sensus further warrants that the 5/8",3/4'and 1'SR Repaired or refurbished equipment repaired by Sensus is warranted to be free from defects
meter will perform to at least AW WA Repaired Meter Accuracy Standards for fifteen(15) in material and workmanship for ninety(90)days from the date of Sensus shipment or for
years from the date of Sensus shipment or until the registration shown below,whichever the time remaining on the original warranty period,whichever is longer,
occurs first:
XIII.Batteries,IPERL System Components,AMR and FlexNetT°System AMI Interface
Repair Meter Accuracy Devices.,.
5/8'SR Meter 1,500,000 gallons are warranted to be free from defects in material and workmanship from the date of Sensus
314"SR Meter 2,250,000 gallons shipment for the period stated below:
1'SR Meter 3,000,000 gallons Electronic TouchPad 10 years
IV.SR 1.1/2"&2"... RadioRead°MXU(Model 505C,510R or 520R)and Batteries 20 years'
are warranted to perform to AWWA New Meter Accuracy Standards for one(1)year Act-Pak®Instrumentation 1 year
from the date of Sensus shipment.Sensus further warrants that the 1-1/2'and 2"SR TouchRead°Coupler and AMR Equipment 1 year
meter will perform to at least AWWA Repaired Meter Accuracy Standards for tan(1 0) FlexNet Water or Gas SmariPointr Modules and Batteries 20 years'
years from the date of Sensus shipment or until the registration shown below,whichever
occurs first: 5500 series(or older)Hand Held Device I year
6500 series Hand Held Device 2 years
Repair Meter Accuracy Vehicle Gateway Base Station 1 year
1-1/2"SR 5,000,000 gallons FlexNet Base Station(Including the Metro and M400 base stations) 1 year
2'SR 8,000,000 gallons Echo Transceiver 1 year
V.PMN°5/8",3/4",1"Meters... Remote Transceiver 1 year
are warranted to perform to AWWA New Meter Accuracy Standards for one(1)year iConA and FlexNet Electricity SmartPoint Module 1 year
from the date of Sensus shipment.Sensus further warrants that the 5/8',3/4",and 1' IPERL System Battery and iPERL System Components 20 years'
PMM meter will perform to at least AWWA Repaired Meter Accuracy Standards for Residential Electronic Register
fifteen (15)years from the date of Sensus shipment or until the registration shown 20 years*
below,whichever occurs first: Smart Gateway 1 year
Repair Meter Accuracy "Sensus will repair or replace non-performing:
5/8"PMM 1,500,000 gallons
314`PMM 2,000,000 gallons •RadloRead®MXU(Model 5050,510R and 520R)and Batteries,
1'PMM 3,000,000 gallons •FlexNet Water or Gas SmartPoint Modules (configured to the factory setting of six
transmissions per day under normal system operation of up to one demand read to each
VI.PMM 1.112",2"Meters.,. SmartPoint Module per month and up to two firmware downloads during the life of the
are warranted to perform to AWWA New Meter Accuracy Standards for one(1)year product)and ballades,
from the date of Sensus shipment.Senses further warrants that the 1-1/2",and 2"PMM •Residential Electronic Register with hourly reads,and
meter will perform to at least AWWA Repaired Meter Accuracy Standards for ten(10) •iPERL System Batteries,and/or the IPERL System flowtube,the flow sensing and data
years from the date of Sensus shipment or until the registration shown below,whichever processing assemblies, and the register ("iPERL System Components") with hourly
occurs first: reads
Repair Meter Accuracy at no cost for the first ten (10)years from the date of Sensus shipment, and for the
1-1/2"PMM 5,000,000 gallons remaining ten (10) years,at a prorated percentage, applied towards the published Get
2'PMM 8,000,000 gallons according
in effect for the year product Is accepted by Sensus under warranty conditions
according to the following schedule:
VII.'PERO',Water Management Systems... Years Replacement Price Years . Replacement Price
that register water flow are warranted to perform to the accuracy levels set forth in the 1—10 0% 16 55%
iPERL Water Management System Data Sheet available at sensus.conJperldatasheet 11 30% 17 60%
or by request from 1-800-METER-IT, for twenty(20)years from the date of Sensus 12 35% 18 65%
shipment. The IPERL System warranty does not include the external housing. 13 40% 19 70%
VIII.Malncsse,,, 14 45% 20 75%
of the SR,SR II and PMM in both standard and low lead alloy meters are warranted to 15 50% >20 100%
be free from defects in material and workmanship for twenty-five(25)years from the
date of Sensus shipment.Composite and E-coated maincases will be free from defects Note:Software supplied and licensed by Sensus is warranted according to the terms of the
in material and workmanship for fifteen(15)years from the date of Sensus shipment. applicable software license agreement, Sensus warrants that network and monitoring
services shall be performed in a professional and workmanlike manner,
IX.Sensus"W"Series Turbo Meters,OMNI'Meters and Propeller Meters,,.
XIV.
are warranted to perform to AWWA New Meter Accuracy Standards for one(1)year Return...
from the date of Sensus shipment. Sensus'obligation,and Customer's exclusive remedy,under this Senses Limited Warranty
Is,at Sensus'option,to either(i)repair or replace the product,provided the Customer(e)
8601 Sbc Forks Road,Suite 700
Raleigh,NC 27615 SE fl 5 U 5
1.800.638-3748
returns the product to the location designated by Senses within the warranty period;and REMOVING GOODS. "END USER' MEANS ANY END USER OF
(b)prepays the freight costa both to and from such location;or(II)deliver replacement ELECTRICITY/WATER/GAS THAT PAYS CUSTOMER FOR THE CONSUMPTION OF
components to the Customer, provided the Customer installs, at its cost, such ELECTRICITY/WATER/GAS,AS APPLICABLE.
components In or on the product(as Instructed by Senses),provided, that if Senses
requests,the Customer(a)returns tie product to the location designated by Sensua The limitations on liability set forth In this Agreement are fundamental Inducements to
within the warranty period; and (b)prepays the freight costs both to and from such Senses entering Into this Agreement.They apply unconditionally and in all respects. They
location. In all cases, if Customer does not return the product within the time period ere to be interpreted broadly so as to give Senses the maximum protection permitted under
designated by Senses,Senses will invoice,and Customer will pay within thirty days of law.
the invoice date,for the coat of the replacement product and/or components. To the maximum extentrmitied
pe by law, no Cause of Action may be instituted by
The return of products for warranty claims must follow Senses' Returned Materials Customer against Senses more than TWELVE(12)MONTHS after the Cause of Action first
Authorization(RMA)procedures.Water meter returns must include documentation of arose. In the calculation of any damages in any Cause of Action,no damages Incurred
the Customer's test results. Test results must be obtained according to AWWA more than TWELVE (12) MONTHS prior to the filing of the Cause of Action shall be
standards and must specify the meter serial number. The test results will not be valid if recoverable•
the meter ie found to contain foreign materials. If Customer chooses not to test a
Senses water meter prior to returning it to Senses,Senses will repair or replace the
meter,at Senses'option,after the meter has been tested by Senses.The Customer will
be charged Senses'then current testing tee.Senaus SmartPoints modules and MXU's
returned must be affixed with a completed return evaluation label. For all returns,
Senses reserves the right to request meter reading records by serial number to validate
warranty claims.
For products that have become discontinued or obsolete("Obsolete 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 New Product shall be warranted as set forth In this Sensus
Limited Warranty.
THIS SECTION XIV SETS FORTH CUSTOMER'S SOLE REMEDY FOR THE FAILURE
OF THE PRODUCTS, SERVICES OR LICENSED SOFTWARE TO CONFORM TO
THEIR RESPECTIVE WARRANTIES.
XV.Warranty Exceptions and No Implied Warranties...
This Sensua Limited Warranty does not include costs for removal or installation of
products,or costs for replacement labor or materials,which are the responsibility of the
Customer. The warranties in this Sensus Limited Warranty do not apply to goods that
have been: Installed improperly or in non-recommended Installations; installed to a
socket that is not functional,or Is not in safe 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 Senses,Including without limitation,communication parts and assemblies;
improperly modified or repaired (including as a result of modifications required by
Sensua);converted;altered;damaged;read by equipment not approved by Senses;for
water meters,used with substances other than water,used with non potable water,or
used with water that contains dirt,debris,deposits, or other impurities; subjected to
misuse,improper storage,Improper care,Improper maintenance,or improper periodic
testing (collectively, 'Exceptions.'). If Sensus identifies any Exceptions during
examination,troubleshooting or performing any type of Support on behalf of Customer,
then Customer shall pay for and/or reimburse Sensus for all expenses incurred by
Senses in examhNng, 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
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 SERVICES TO CONFORM TO THEIR RESPECTIVE WARRANTIES.
XVI.Limitation of Liability...
SENSUS'AGGREGATE LIABILITY IN ANY AND ALL CAUSES OF ACTION ARISING
UNDER, OUT OF OR IN RELATION TO THIS AGREEMENT, ITS NEGOTIATION,
PERFORMANCE, BREACH OR TERMINATION (COLLECTIVELY 'CAUSES OF
ACTION') SHALL NOT EXCEED THE TOTAL AMOUNT PAID BY CUSTOMER TO
SENSUS UNDER THIS AGREEMENT. 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 A SEPARATE AND INDEPENDENT LIMITATION 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(II)ANY REVENUE OR PROFITS LOST BY CUSTOMER OR ITS
AFFILIATES FROM ANY END USER(S),IRRESPECTIVE OF WHETHER SUCH LOST
REVENUE OR PROFITS IS CATEGORIZED AS DIRECT DAMAGES OR OTHERWISE;
NOR (III) ANY IN/OUT COSTS; NOR (IV) MANUAL METER READ COSTS AND
EXPENSES;NOR(V)DAMAGES ARISING FROM MAINCASE OR BOTTOM PLATE
BREAKAGE CAUSED BY FREEZING TERMPERATURES, WATER HAMMER
CONDITIONS,OR EXCESSIVE WATER PRESSURE. 'IN/OUT COSTS'MEANS ANY
COSTS AND EXPENSES INCURRED BY CUSTOMER IN TRANSPORTING GOODS
BETWEEN ITS WAREHOUSE AND ITS END USER'S PREMISES AND ANY COSTS
AND EXPENSES INCURRED BY CUSTOMER IN INSTALLING,UNINSTALLING AND
8601 Six Forks Road,Suite 700
MINN
MOO
Raleigh,NC 27615 s E n s■u■s
1-800-638-3748
MINIM
MINIM
EEnsus
Exhibit F
Propagation Analysis
(See attached)
(00204479.1 306-9001821}
f Page 21 of 21
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- FlexNet Design
Lake Worth Propagation Analysis
• Corricffr z 5692—City of Boynton
a�C W* ,ir Beach
a �*� Boynton Beach,FL
�
0.. K:�RF Engineer:Dave Konecny
�. 't Date:05/08/2017
H
VeraIon:6
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. Covered 34iI65
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*� . 4tr 0 r s i6 , Meters And Contract as Rate 33,652
.. TotaLMetrn_Anatysed 34,246
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LEGEND:
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a _ ., • 'i ,...1e�,i.1,44,cli,.a1�r' " z.,-W-.'..,M.:;..•--4:,-:::-* l77. .i 67.6 A Base Station
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Thispropagation is based on actual Information si�nsus
study provided by the utility pertaining to meter type,Smart point Location,potential
antennae height on structure,structure height,and structure location.Any changes,deletions and/or additions that are not provided For all tower mounted antennas,a minimum a Nytom br'ri
to the design engineers during the creation of this design may result in a study that does not correlate to actual field conditions. antenna standoff of 3'is required from the tower.
- . ------ FlexNet Design
Like Worth Base station and Meter Locations
J
—t`-• Corridor
.., 1„nye Wci-t
90 5692—City of Boynton
? Beach
Atlantis m Boynton Beach,FL
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miles
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study pertaining to meter type,Smart point Location,potential
antennae height on structure,structure height,and structure location.Any changes,deletions and/or additions that are not provided For all tower mounted antennas,a minimum a xylem brand
to the design engineers during the creation of this design may result In a study that does not correlate to actual field conditionsantenna standoff of 3'Is required from the tower.
F g '.
., FlexNet Design
Base station and Clutter
f 4
5692—City of Boynton
Beach
1� t � Boynton Beach,FL
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Thispropagation is based on actual informationprovided bythe utilitypertainingto meter SE'1SUS
study type,Smart point Location,potential
antennae height on structure,structure height,and structure location.Any changes,deletions and/cr additions that are not provided For all tower mounted antennas,a minimum a xylem brand
to the design ergineers during the creation of this design may result In a study that does not correlate to actual field conditions. antenna standoff of 3'Is required from the tower.