R12-041 it
i
1 RESOLUTION NO. R12- 04 \
2
3 A RESOLUTION OF THE CITY OF BOYNTON BEACH,
4 FLORIDA, APPROVING AN AGREEMENT BETWEEN THE
5 CITY OF BOYNTON BEACH AND SENSUS USA, INC., FOR
6 ADVANCED METERING INFRASTRUCTURE (AMI) TO
7 STANDARDIZE METER READING EQUIPMENT;
6 AUTHORIZING THE INTERIM CITY MANAGER TO EXECUTE
9 THE AGREEMENT ; AND PROVIDING AN EFFECTIVE DATE.
10
11 WHEREAS, at the April 17, 2012 City Commission meeting, the City
12 Commission authorized staff to proceed with a negotiated settlement with Sensus; and
13'i WHEREAS, the City currently operates a Sensus based AMR system that was
141 installed in the late 1990s and early 2000s that is quickly reaching the end of its useful
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15 life; and
16 WHEREAS, City staff has negotiated a settlement and agreement with Sensus
17j j USA, Inc., to replace current and future failed registers of Automated Meter Reading
18j I (AMR) systems under warranty with Advanced Metering Infrastructure (AMI) in
19 I exchange for the development of a contract/service agreement with Sensus as a sole
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20i ; source provider to replace all AMR units with AMI technology in order to standardize
211 meter reading equipment and regain meter reading efficiency; and
1 ,
22 WHEREAS, upon recommendation of staff, the City Commission has determined
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23! that it is in the best interest of the residents and citizens of the City of Boynton Beach to
24 I approve the negotiated settlement and Agreement with Sensus USA, Inc., to replace
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current and future failed registers of Automated Meter Reading (AMR) systems under
26 warranty with Advanced Metering Infrastructure (AMI).
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27 ! I NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION
28 i { OF THE CITY OF BOYNTON BEACH, FLORIDA, THAT:
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1 Section 1. The foregoing "Whereas" clauses are hereby ratified and confirmed as
2 being true and correct.
3 Section 2. The City Commission of the City of Boynton Beach, Florida, hereby
4 approves the Agreement between the City of Boynton Beach and Sensus USA, Inc., to
5 replace current and future failed registers of Automated Meter Reading (AMR) systems under
6 warranty with Advanced Metering Infrastructure (AMI), a copy of the Agreement is attached
7 hereto as Exhibit "A ".
8 Section 3. The Interim City Manager is authorized to execute the Agreement with
9, ' Sensus USA, Inc., on behalf of the City of Boynton Beach.
10' Section 4. That this Resolution shall become effective immediately.
11 PASSED AND ADOPTED this 1 31' day of t \i y , 2012.
12 CITY OF BOYNTON BEAC
13
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15j Mayor — • • ..;,� .._
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211 om -pier — William Orlove
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2411 Commission- - — -n Holz . •-
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27' Commissioner — Marlene Ross
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ADVANCED METERING INFRASTRUCTURE (AMI)
BASE TERMS
BETWEEN
CITY OF BOYNTON BEACH, FL
( "Customer ")
AND
SENSUS USA INC.
( "Sensus ")
Sensus n A Inc. City of Boynton Beach, FL
By: By:
v _
Name: `NU C.h a (rctccf Name: Liu £Wu
Title. k C K41 V Cj 5► CI Title r� -R'
Date 511511.. Date' SAVO-
The date of the last party to sign is the "Effective Date."
This Agreement shall continue for /until 5/2 / 2-0 ( "Term "). (If
nothing is inserted into this blank, the Term of th agre ment sha I be for five (5) years after the
Effective Date.)
sO
sEns
AMI Base Terms
1. Defined Terms. All terms used in these AMI Base Terms ( "Agreement ") as defined terms and
which are not defined herein are defined in Exhibit I.
2. Terms of Sale. This Agreement is governed by Sensus' Terms of Sale, available at
http / /na sensus com/TC/TermsConditions.pdf, or 1- 800 - METER -IT ( "Terms of Sale ") The Terms of
Sale are incorporated into this Agreement as if fully set forth herein.
3. Credit. Thirty days after the Effective Date, Sensus will provide Customer with credit in the amount
of three hundred fifty one thousand six hundred fifty three dollars ($351,653 00) ( "Credit ") Such
Credit can be used towards the purchase of goods or services in the following manner
A. $175,826 50 of the Credit can be used towards one hundred percent (100 %) of an invoice (for
example, for a $100 invoice, Customer can use this portion of the credit to pay the entire $100
invoice), and
B. $175,826.50 of the Credit can be used towards thirty percent (30 %) of an invoice (for example,
for a $100 invoice, Customer can use this portion of the credit to pay $30 of the invoice)
C. The Credit shall expire two (2) years from the Effective Date
4. Equipment
A. 520M SmartPoint Modules.
i. Unheard 505C Units. Within five days of the Effective Date, the Customer shall provide
Sensus with an up to date AutoRead meter reading file. The 505C units that are listed as
"unread" in the AutoRead meter reading file, and any 505C units that are listed as "unread" in
an AutoRead meter reading file generated between the Effective Date and sixty days after the
Effective Date (collectively, "Unread 505C Units ") shall be replaced with new 520M Smart Point
Modules ( "Unread Replacement 520Ms "). Sensus shall provide the Unread Replacement
520Ms at no charge, and Sensus, or a Sensus subcontractor, shall install the Unread
Replacement 520Ms in the field at no charge. Notwithstanding the foregoing, this subsection
(i) shall not apply to the extent any Unread 505C Unit is unreadable due to an Exception, as
defined in the warranty document included in the Terms of Sale. For each Unread 505C Unit
that is unreadable due to an Exception, Customer shall, (a) pay Sensus fifteen US dollars
($15 00), and (b) purchase a new 520M Smart Point Module for $87.50 per unit For clarity, this
subsection (i) does not apply to any 505C units that are listed as "unread" in an AutoRead
meter reading file generated after sixty days after the Effective Date.
ii 505C Units Under Warranty From thirty days after the Effective Date until January 1, 2015,
if any 505C unit fails to satisfy the applicable warranty according to the terms in the applicable
warranty ( "Warranty 505C Units "), then the parties shall abide by the terms of the warranty,
except that Sensus shall; (a) replace each returned Warranty 505C Unit with a new 520M
Smart Point Module, and (b) provide Customer with a fifteen US dollar ($15.00) credit
( "Warranty Credit "). Such Warranty Credit can be used towards thirty percent (30 %) of an
invoice (for example, for a $100 invoice, Customer can use this Warranty Credit to pay $30 of
the invoice) The Warranty Credit shall expire on January 1, 2015 For clarity, Customer shall
pay all In /Out Costs pursuant to this subsection (ii), Sensus will not provide any labor or
provide any installation services pursuant to this subsection (ii).
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III. 505C Units Out of Warranty. For any 505C units that fail outside of the applicable warranty
( "Non - Warranty 505C Units "), the Customer shall remove and report such Non - Warranty 505C
Units to Sensus. Sensus shall have the right, within one hundred eighty (180) days after
Sensus' receipt of Customer's written report of failure, to inspect the Non - Warranty 505C Units
at Customer's site to validate any failures. For each Non - Warranty 505C Unit that is returned
to Sensus, the Customer shall purchase a 520M Smart Point Module for $87.50. For clarity,
Customer shall pay all In /Out Costs pursuant to this subsection (111); Sensus will not provide
any labor or provide any installation services pursuant to this subsection (iii)
iv. Mandatory Purchase of 520M Units. Customer shall purchase from Sensus the quantities of
520M SmartPoint Modules set forth below in the time period set forth below The parties
agree that the "purchase" is not complete until the product is paid for, in full, by Customer.
The purchase price for the 520M Smart Point Modules is $87.50 For clarity, Customer shall
pay all In /Out Costs pursuant to this subsection (iv), Sensus will not provide any labor or
provide any installation services pursuant to this subsection (iv)
Number of 520M Smart Point Modules Purchase by Date
6,500 No later than September 30, 2013
7,500 No later than April 30, 2014
8,500 No later than April 30, 2015
Balance of entire system No later than September 30, 2016
(such that there are at least 30,000 520M
SmartPoint Modules in Customer's system)
B. Vehicle Gateway Base Station. Sensus shall provide, without charge to Customer, the hardware
for one Vehicle Gateway Base Station ( "VGB ") within sixty (60) days of the Effective Date and
hardware shall become the property of the Customer upon delivery.
C. RF Field Equipment.
i. Subject to subsection (ii), Sensus shall deliver, without charge to Customer, the hardware for
the RF Field Equipment necessary to meet the performance requirements set forth in Exhibit
H, provided that the Customer shall locate all RF Field Equipment as directed by Sensus.
Sensus shall provide the installation services set forth as Sensus' obligations in Exhibit F at no
additional cost to Customer, provided that Customer must comply, at Customer's cost, with its
obligations in Exhibit F. The parties will mutually agree to a delivery and installation schedule
for the RF Field Equipment. Notwithstanding anything to the contrary, Customer shall arrange
and pay for the tower lease fees and the Ongoing Fees for all equipment provided pursuant to
this subsection (i). The Customer shall have title to all equipment provided pursuant to this
subsection (i) This subsection (i) shall only apply to the Meter Territory, as defined in
subsection (ii) Furthermore, this subsection (i) shall cease on September 30, 2016, such that
after this date, Sensus shall have no obligation to provide RF Field Equipment hardware at no
cost, and the Customer will have to purchase such hardware, even it is necessary to meet the
specifications
11 Notwithstanding anything to the contrary, the parties recognize and agree that the RF Field
Equipment site design is based on the specific metering locations provided to Sensus by the
Customer in writing prior to the Effective Date ( "Meter Territory "). For clarity, the Meter
Territory only contains the individual meter locations specifically provided to Sensus by the
Customer in writing prior to the Effective Date New or different metering locations provided
after the Effective Date may or may not require additional RF Field Equipment and /or changes
to the RF Field Equipment locations In the event new and /or different RF Field Equipment
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locations are required to accommodate these new metering sites, Customer agrees to pay
Sensus for the additional RF Field Equipment hardware, perform the necessary site
preparation, and pay for the necessary installation, tower lease, and ongoing fees for all
equipment purchased pursuant to this subsection (11).
D. RNI. Sensus shall provide, without charge to Customer, the hardware for one RNI within sixty
(60) days of the Effective Date. Sensus shall provide the installation services set forth as Sensus'
obligations in Exhibit F at no additional cost to Customer, provided that Customer must comply, at
Customer's cost, with its obligations in Exhibit F.
E. Project Number. Customer shall include the Sensus project number on all Purchase Orders.
The project number for this Agreement is CADM
5. Installation of Equipment.
A. Sensus, or a subcontractor of Sensus, shall install the Unread Replacement 520Ms, as defined in
Section 4(A)(i)
B. Except as set forth in subsection (A) above, the parties shall have their respective obligations for
the deployment and operation of the AMI System as set forth in the Statement of Work attached
hereto as Exhibit F
5A. Hosting Services.
A. Customer shall receive and Sensus shall provide the Hosting Services & Support according
to the terms set forth in Exhibit D only so long as Customer is paying for the Hosting Services
& Support according to the terms in this Agreement
B. Election Upon Effective Date.
a Upon the Effective Date, the Customer shall notify Sensus of its election to receive, or
not, the Hosting Services & Support. Such election is binding and cannot be changed for
one year after the Effective Date.
b If Customer elects to receive the Hosting Services & Support upon the Effective Date, the
pricing in Exhibit B for Hosting Services & Support shall apply. The pricing in Exhibit B
for Hosting Services & Support applies ONLY if Customer elects to receive such services
as of the Effective Date.
C. Election At Least One Year after Effective Date
a After the first anniversary of the Effective Date, the Customer shall have the option to
modify its election to receive, or not, the Hosting Services & Support, by giving Sensus
one hundred twenty (120) days prior written notice. Such notice, once delivered to
Sensus, is irrevocable
b. If, after the first anniversary of the Effective Date, Customer elects to receive the Hosting
Services & Support, such election is binding and cannot be changed for one year after
the election to receive such services. The pricing for such Hosting Services & Support
shall be mutually agreed by the parties in writing, provided that if the parties cannot agree
on the pricing, then Sensus will not provide the Hosting Services & Support Sensus wdl
not reimburse Customer for the RNI (or any other equipment) or for any software fees
paid by Customer, and Customer shall retain ownership of the RNI
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c If, after the first anniversary of the Effective Date, Customer elects to terminate the
Hosting Services & Support, Customer shall purchase the RNI and obtain all licenses to
the Non - Bundled Third Party Software directly from the third parties. If Customer elects to
terminate the Hosting Services & Support, Sensus will not reimburse Customer for any
amounts paid for hosting fees or otherwise
D. Notwithstanding the contrary, Sensus will not reimburse Customer for any amounts previously
paid, whether such amounts are for equipment, software, or services.
6. Ongoing Maintenance of the System.
A. Generally.
i. If Sensus is providing the Hosting Services & Support. If Sensus is providing the
Hosting Services & Support, the parties shall fulfill their respective obligations set forth in
the Statement of Work attached hereto as Exhibit F, except to the extent that Sensus is
required to provide the Hosting Services.
ii. If Sensus is NOT providing the Hosting Services & Support. If Sensus is not
providing the Hosting Services & Support, the parties shall fulfill their respective
obligations set forth in the Statement of Work attached hereto as Exhibit F.
B. Field Devices Customer is responsible for maintaining its field population of Field Devices.
Customer shall provide the field services labor to visit a problem Field Device and perform
diagnostics and repair or replacement
C. RF Field Equipment. Customer shall be responsible for the ongoing monthly operations and
expenses related to sitting of 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.
D. Server Hardware. If the Server Hardware is located on Customer's property, Customer shall
allow Sensus 24x7x365 remote and physical access to the Server Hardware. Remote access to
Server Hardware must be through a high speed VPN.
E. Customer Support. Sensus shall provide customer support as set forth in Exhibit G
7. Payment.
A. Escalation. Customer shall pay for all goods and services rendered by Sensus hereunder at the
prices set forth in Exhibit B. The Ongoing Fees in Exhibit B shall remain firm until January 1,
2017 (" Trigger Date "). Starting on the Trigger Date, and on each anniversary of the Trigger Date
thereafter, the Ongoing Fees in Exhibit B shall automatically adjust to equal the summation of (i)
the amount charged for such pricing component during the immediately preceding year ( "Base
Amount "), plus (n) the product of the Base Amount multiplied by the percentage rate of increase
in CPI during the immediately preceding year (which product shall not be less than zero, such
that the pricing in Exhibit B cannot decrease under this section). The CPI will be calculated
utilizing the CPI 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 CPI will be calculated by comparing December 2013 and
December 2014 figures
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B. 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
C. Third Party Devices. In cases where Customer requests or requires Sensus to deliver
Smart Point 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 Smart Point Modules to
Customer
D. Services. Invoices for Ongoing Fees contained within Schedule B and ongoing services shall be
delivered annually or monthly, as applicable, in advance. Invoices for other services shall be
delivered upon completion of the applicable service.
E. Invoices and Payment. All invoices shall be paid as set forth in the Terms of Sale.
8. Taxes. All prices quoted are exclusive of federal, state and municipal taxes 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
9. Software License, Third Party Software and Software Maintenance.
A. License.
i. Subject to all the terms and conditions of this Agreement, Sensus hereby grants to Customer
for the fee outlined in Exhibit B, a nonexclusive, non - transferable, royalty - bearing license
under Sensus' intellectual property rights (the "Software License ") to use the Software solely
for the purposes of reading its own meters in the Service Territory (the "Permitted Use ") The
Software License is personal to Customer and is nonsublicenseable to Affiliates or other third
parties Customer shall have no rights to the Software other than those expressly granted in
this Section, this Software License contains no implied licenses. Customer shall not use the
Software other than for the Permitted Use.
11. Except as expressly authorized in accordance with the Permitted Use, Customer shall not
(and shall not attempt to) (a) use, copy, adapt, translate, publish, display, sublicense, rent,
lease, lend, transfer or distribute the Software, related documentation, or any copy thereof, (b)
improve, enhance, revise, modify or make any other derivatives of the Software, related
documentation or any copy or part thereof Customer shall not reverse assemble, reverse
compile, reverse engineer or otherwise translate or decode the Software or any part thereof,
or any copy thereof. Sensus' suppliers of software and documentation (or any part thereof) are
beneficiaries of this provision. Customer shall not destroy, remove or otherwise alter any
proprietary notices (including, but not limited to, copyright notices) on the Software or related
documentation, or any copy thereof, and agrees to reproduce any such notice(s) on any copy
thereof it makes pursuant to this Software License
111. The Software License shall commence on the Effective Date and shall terminate immediately
when this Agreement expires or is earlier terminated for any reason or if Customer uses the
Software other than for the Permitted Use
B. Access to Software. Customer shall ensure that only Customer employees and Customer
independent contractors who need access to the Software for Customer to obtain the benefits of
this Agreement may access it Customer is liable for ensuring that its employees and
independent contractors abide by the terms of this Agreement
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C. Third Party Software.
i In addition to the Software, Sensus shall provide Customer with the open source software
listed in Exhibit C under the heading "Bundled Third Party Software" (the "Bundled Third Party
Software "). Customer acknowledges that the Bundled Third Party Software is subject to
vanous rights and restrictions in favor of or imposed by the licensors thereof and that its use of
the Bundled Third Party software is subject to all such rights and restrictions. Sensus provides
no warranty, indemnity nor support of or in relation to such third party software
11 Exhibit C contains, under the heading "Non- Bundled Third Party Software ", certain third party
software that Customer must license directly from third party licensors in order to operate the
FlexNet System ( "Non- Bundled Third Party Software "). Sensus provides no warranty,
indemnity nor support of or in relation to such third party software. All such rights and
obligations are a matter strictly between Customer and the relevant third party licensors.
Notwithstanding the foregoing, Sensus will provide the necessary Non - Bundled Third Party
Software only so long as Customer is paying for the Hosting Services & Support according
to the terms in this Agreement.
D. Support and Maintenance.
For so long as the Customer pays the Ongoing Fees, Sensus shall provide Customer with
ongoing software Updates, ongoing software maintenance and remote telephone support of
the Software according to the terms set forth in Exhibit G. Upgrades are not included
hereunder and shall be priced separately
11. Sensus will support and will maintain compatibility with the most recently released Upgrade
( "Current Upgrade ") and all Updates released after the release of the Current Upgrade.
Sensus will continue to support the previous Upgrade ( "Previous Upgrade ") and all Updates
released after the release of the Previous Upgrade but before the release of the Current
Upgrade for one year after the release of the Current Upgrade. If Customer requires support
for versions that were released earlier than the Previous Upgrade or requires support for the
Previous Upgrade beyond one year, Customer's Ongoing Fees for software maintenance shall
increase by thirty -three percent (33 %) per year until Customer upgrades to a supported
version of the Software.
E. Effect of Termination. Upon the termination of the Software License, all rights of the Customer
to use the Software shall immediately cease and Customer shall promptly remove and return to
Sensus all copies of the Software and any related documentation and shall instruct all its
employees that further use of the Software is prohibited.
F. Intellectual Property. Sensus and /or its supplier (as applicable) shall own all right, title, and
interest in and to the Intellectual Property associated with the Software and related
documentation. 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 and
assign to Sensus all right, title, and interest that Customer may have in and to such Intellectual
Property
G. UCITA. To the maximum extent permitted by law, the Parties agree that the Uniform Computer
Information Transaction Act as enacted by any state shall not apply, in whole or in part, to this
Agreement.
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10. Spectrum
A. Spectrum Lease. Pursuant to the terms of this Agreement and the rules of the Federal
Communications Commission ( "FCC "), Sensus shall cause Sensus Spectrum LLC ( "Lessor ") to
lease (the "Spectrum Lease ") to Customer ( "Lessee ") some or all of the spectrum authorized by
the FCC licenses identified on Exhibit E ( "FCC Licenses "). Lessor shall grant such Spectrum
Sublease on a nonexclusive basis, solely for the Permitted Use and solely within the Service
Territory Such Spectrum Lease shall be a long -term spectrum manager lease pursuant to 47
C F.R § 1 9020, or any successor rule. Lessee shall not use the spectrum leased hereunder (the
"Channels "), or cause or permit the Channels to be used at any location outside the Service
Territory or for any purpose other than the Permitted Use. Except upon Lessor's express written
consent, Lessee shall not sublease, license, assign or transfer the Channels or the Spectrum
Lease or otherwise authorize the use of the Channels to any other entity or individual except for
an affiliate under Customer's control. Lessor shall retain de lure and de facto control of the
respective Channels and the FCC Licenses
B. Representations and Warranties. Lessee represents and warrants that (i) it and any applicable
affiliate are eligible, and will continue to satisfy all FCC eligibility requirements to operate on the
Channels, (u) any applicable affiliate will comply with the terms and conditions of this Agreement,
and (w) it and any applicable affiliate have all right, title and authority to enter into and perform the
Spectrum Lease. Sensus represents and warrants that (w) Lessor is a wholly owned subsidiary
of Sensus, (x) Lessor will comply with applicable terms and conditions of this Agreement, (y)
Lessor holds the FCC Licenses and (z) Lessor has all right, title and authority necessary to grant
and perform the Spectrum Lease.
C. FCC Compliance. Pursuant to 47 C.F.R § 1 9045(a), Lessor and Lessee acknowledge and
agree that (i) Lessee shall comply at all times with FCC rules governing the FCC Licenses and
the Spectrum Lease and other applicable law, the Spectrum Lease may be revoked, cancelled, or
terminated by Lessor or the FCC if Lessee fails to comply with applicable requirements, (ii) if one
or more of the FCC Licenses is revoked, cancelled, terminated or otherwise ceases to be in
effect, Lessee has no continuing authority or right to use the Channels unless otherwise
authorized by the FCC, (111) the Spectrum Lease is not an assignment, sale or transfer of the FCC
Licenses, (iv) the Spectrum Lease shall not be transferred or assigned except upon prior written
approval of Lessor which approval may be withheld in Lessor's discretion and in any event shall
not be assigned or transferred to any entity that is ineligible or unqualified under FCC rules to
become a party to the Spectrum Lease, and (v) Lessor shall not consent to any assignment or
transfer of the Spectrum Lease unless such assignment or transfer complies with applicable FCC
rules and regulations. Lessee shall comply with all directives by Lessor regarding the use of the
Channels. Lessee shall comply with FCC obligations that apply to it as a result of its own status
as a service provider, including but not limited to the payment of any regulatory fees Lessee
shall cooperate fully with any inspection, investigation or inquiry conducted by Lessor or the FCC.
Lessor shall retain such working control over the FCC Licenses and the Channels, as is required
by the FCC and shall be responsible to the FCC for ensuring that Lessee complies with the Act. If
necessary in Lessor's sole judgment to prevent or minimize interference, or as directed by the
FCC, Lessee shall immediately cease or suspend operations as directed. If Lessor or the FCC
determines that there is any violation of the FCC's rules or that Lessee's system is causing
harmful interference, Lessor may upon notice take steps to remedy the violation, resolve the
interference, suspend or terminate operations, or take such other measures as Lessor deems in
its sole discretion necessary to prevent further harmful interference until the situation can be
remedied Lessor shall retain the right to inspect, upon advance notice and at reasonable
business hours, if practicable, Lessee's premises to ensure compliance with the requirements of
Lessor or the FCC. Lessor shall make all contact with and be solely responsible for the
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submission of all applications and other filings to the FCC and other government agencies related
to the FCC Licenses and the Channels.
D. Spectrum Fee. Lessee shall pay Sensus the fees set forth in Exhibit B for use of the Channels.
E. Term of Spectrum Lease Promptly and in any event no later than fourteen (14) days after the
Effective Date, Lessor shall notify the FCC of the Spectrum Lease. The Spectrum Lease shall
become effective when the FCC accepts, or time has passed for the FCC to disapprove the
Spectrum Lease (usually no more than 21 days after submission of the notification) The
Spectrum Lease shall terminate immediately upon the termination or expiration of this
Agreement, unless otherwise terminated as provided herein. The FCC may (i) reconsider or
otherwise investigate and terminate this Spectrum lease, (ii) order Lessor to terminate this
Spectrum Lease, (iii) order Lessee to cease some or all operations in connection with its use of
the Channels Lessor or the FCC may terminate this Spectrum Lease in the event that Lessee
fails to comply with the terms of this Spectrum Lease or applicable FCC requirements. This
Spectrum Lease shall terminate automatically, to the extent that one or more of the FCC Licenses
is canceled, revoked, not renewed or otherwise terminated for any reason. Either party may
terminate this Spectrum Lease upon the material breach or default of the other party. Lessor will
use best efforts to maintain the FCC Licenses in good standing and to have the FCC Licenses
renewed at the end of their respective license term Subject to other termination provisions
affecting the Spectrum Lease, when the term of this Agreement runs beyond the then - current
term of the FCC Licenses, the Spectrum Lease will automatically extend during the pendency of
Lessor's application to renew the FCC Licenses and, where the FCC Licenses are renewed, the
Spectrum Lease will extend until the expiration or termination of this Agreement
F. Equipment Lessee agrees to and shall use only equipment provided by or expressly authorized
by Sensus on the Channels. Lessee agrees to and shall meet all requirements of the FCC as
may be adopted and /or modified from time -to -time. Lessor shall have the right to approve all
equipment installations for compliance with these requirements prior to Lessee's use of the
Channels Lessee shall notify Lessor within five days after completion of any infrastructure
installations for use with the Channels and shall keep Lessor apprised on an ongoing basis of the
status of all such installation.
G. Copies. Lessor and Lessee each shall maintain and shall make available to the FCC, upon its
request, a copy of this Article 10, Spectrum.
H. Indemnification Lessee shall indemnify and hold harmless Sensus and its Affiliates, and
Sensus' and Sensus' Affiliates' officers, directors, employees and agents from all liabilities,
claims, costs, damages, fines, forfeitures and expenses arising out of, (i) any breach or claimed
breach of any representation, warranty, obligation or performance of Lessee under this Spectrum
Lease, (ii) any actions by Lessee that are inconsistent with Lessor's obligations to the FCC, or (iii)
Lessee's use, operation or maintenance of the Channels
I. Third Party Beneficiary. The provisions of this Article 10, Spectrum, are for the benefit of the
parties Notwithstanding the foregoing, Sensus and its Affiliates, and Sensus' and Sensus'
Affiliates' entities, officers, directors, employees and agents are intended third party beneficiaries
of this Spectrum Lease. No other persons or entities are intended as beneficiaries and none shall
have any right to enforce or benefit from the provisions of this Agreement.
J. Additional Documents. Each party shall cooperate with the other and shall execute additional
documents as may be reasonably necessary in order to carry out the provisions of this Article 10,
Spectrum.
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11. Waiver and Release. Any and all claims or causes of action of any nature whatsoever, be it under
contract, in tort, under statute or otherwise, that Customer could assert or bring against Sensus
based on any facts arising prior to the Effective Date are hereby waived and released by Customer.
If Customer asserts any such claim or cause of action, Sensus is entitled to all legal costs and
attorneys' fees it incurs in defending such claim or cause of action.
12. Term and Termination. This Agreement shall commence on the Effective Date and shall continue for
the time set forth on the first page of this Agreement. Either party may earlier terminate this
Agreement if the other party commits a material breach of this Agreement and such material breach
is not cured within forty -five (45) days of written notice by the other party Upon any expiration or
termination of this Agreement, Sensus' and Customer's obligations hereunder shall cease and the
Software License and Spectrum Lease shall immediately cease.
13. Limitations on 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 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) 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
14. Non - Waiver of Rights. A waiver by either party of any breach of this Agreement or the failure or
delay of either party to enforce any of the articles or other provisions of this Agreement will not in any
way affect, limit or waive that party's right to enforce and compel strict compliance with the same or
other articles or provisions
15. Amendments. No alteration, amendment, or other modification shall be binding unless in writing and
signed by both Customer and by a vice president of Sensus.
16. Survival. The provisions of this Agreement that are applicable to circumstances arising after its
termination or expiration shall survive such termination or expiration
17. 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.
18. Four Corners. This written Agreement, together with the Terms of Sale, represents the entire
understanding between and obligations of the Parties and supersedes all prior understandings,
agreements, negotiations, and proposals, written or oral, between the Parties. There are no other
terms or conditions, oral, written, electronic or otherwise. There are no implied obligations. All
Page 10 of 39
IMMO
sEnsus
obligations of Sensus are specifically set forth in this Agreement and the Terms of Sale. Further,
there are no representations that induced this Agreement that are not included in it or in the Terms of
Sale The ONLY operative provisions are set forth in writing in this Agreement and the Terms of
Sale
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their duly
authorized representatives as of the day and year first above written.
Exhibit List
Exhibit A Service Territory
Exhibit B Pricing
Exhibit C Software Listing
Exhibit D Hosting & Support Services (if applicable)
Exhibit E FCC Licenses
Exhibit F Statement of Work
Exhibit G Customer Support
Exhibit H Customer Acceptance Plan (CAP)
Exhibit I Terms and Trademarks
Page 11 of 39
IMAM
sEnsus
Exhibit A
Service Territory
Frequency Coordinates
Page 12 of 39
sEnsus
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Exhibit B
Pricing
Ongoing Fees
The Ongoing Fees are mandatory for the Term of the Agreement The Ongoing Fees shall escalate as
set forth in the Agreement
Item Price
Annual Support Fees $3,937 50 per FlexNet Base Station
FlexWare Software, FCC License, Maintenance Service Fees
Hosting Services & Support Fees (Optional)
This pricing applies ONLY if Customer elects to receive the Hosting Services & Support commencing on
the Effective Date If Customer elects not to receive such support on the Effective Date, and later elects
to receive the Hosting Services & Support, the below pncing will not apply and the parties will mutually
agree, in writing, on acceptable pacing If the parties cannot agree, in writing, then Sensus shall not
provide the Hosting Services & Support
Item Price Per Month Payment
Monthly Hosting Services & Support Fees- Year 1 $0 00 -
Monthly Hosting Services & Support Fees- Year 2 $2,030 Per month
Monthly Hosting Services & Support Fees- Year 3 $3,771 Per month
Monthly Hosting Services & Support Fees- Year 4 $4,731 Per month
Monthly Hosting Services & Support Fees- Year 5 $5,732 Per month
Monthly Hosting Services & Support Fees- Year 6 and after Escalates per the provision below Per month
Notes:
1 The Years above refer to contract years, such that Year 1 is the time period between the Effective
Date and the first anniversary of the Effective Date, and Year 2 is the time period between the
first anniversary of the Effective Date and the second anniversary of the Effective Date
2 In addition to the above monthly fees, there is also a one -time FlexWare Software set -up charge
of $5,000 00
3 Starting in Year 6, Customer may renew the hosting term at monthly rates escalated annually by
2.5 %, starting with the first month of renewal, such that the price shall annually automatically
adjust to equal the summation of (i) the amount charged for Monthly Hosting Services & Support
Fees during the immediately preceding year ( "Base Amount "), plus (ii) the product of the Base
Amount multiplied by 0.025
4 A portion of the monthly hosting fees will be allocated to a spectrum license agreement General
project management, additional training after the initial training sessions, and other services will
be priced separately Customer is responsible for monthly RF Field Equipment operating costs
including power, WAN backhaul and site lease, if applicable Customer is also responsible for
on -site field labor once remote diagnostics by Sensus indicate that a site visit is required
Customer is responsible for Internet connection or point -to -point data connection between the
Customer's site and the Sensus data center
Page 14 of 39
sEnsus
Exhibit C
Software Listin s s
a:.
ro�isti`j¢f;a�� a
Software Version
BUNDLED THIRD PARTY Apache Tomcat Version 5.5 23
SOFTWARE Apache Camel Version 2 5
Geos Version 2 2 3 -1
Java Version 1 6 20
JMS /Active MQ Version 5 4 2
Ntpd Version 3 9
Open LDAP Version 2 3 43 -3
Open SSH Version 4 4
Open SSL Version 0 9.8e -7
Perl Version 5 8 8
PostgreSQL Version 8 4
Spring Framework Version 3 0 5
Apache HTTP Server Version 2 2 3
copSSH Version 21 0
cURL Version 7 15 5 -2
PostGIS Version 1 3 5 -1
Sarissa Version 0 9.7 1
ImageMagick Version 6 2.8 0 -4
Ghostscript Version 8 15 2 -9 4
NON - BUNDLED THIRD PARTY Oracle database OR MS SQL Oracle Database 11g
SOFTWARE Server (standard edition)
MS Windows Server 2003 (Stats) Enterprise Edition (64 bit installation)
MS Windows Server 2008 Enterprise Edition (64 bit installation)
(Database /Parser)
RedHat Linux RedHat Enterprise
Linux AS 5 5 Premium Edition
Big Brother or Version 3 1
HP Open View Version 7 51 or newer
Red Gate SQL Backup or Standard Edition
Ventas Netbackup Version 6 0 or newer
Google Earth Version 4 1 or newer
Software Version
FLEXWARE S OFTWARE Sensus RNI Version 3 0
FlexNet Base Station Software Version 100120
Page 15 of 39
sEnsus
Exhibit D
Hosting & Support Services
(if applicable)
I. Description of Services
This exhibit contains the details of the hosting services that Sensus shall provide to Customer for the
prices set forth in Exhibit B.
A. Termination of Hosting & Support Services. Customer shall have the option at any time after
full deployment but before the end of the Term to terminate the Hosting & Support Services by
giving Sensus one hundred twenty (120) days prior written notice. Upon delivery of the notice,
Customer shall purchase the necessary RNI(s) and shall pay all applicable fees, including any
unpaid hosting fees. Such notice, once delivered to Sensus, is irrevocable Should Customer
elect to terminate the Hosting & Support Services, it acknowledges that, (a) it shall purchase the
RNI hardware, (b) Sensus will cease to provide the Hosting & Support Services, and (c) the
parties will fulfill their respective obligations as set forth in the Statement of Work in Exhibit F,
B. Hosting & Support Services Definition.
1 "Hosting & Support Services" means only the following services
i Use of RNI hardware, located at Sensus' or a third party's data center facility (as
determined by Sensus), that is necessary to operate the AMI System
ii. Initial training (not to exceed five days) on the use of the AMI System and all product
documentation, including any updates to product documentation
ni Providing Updates and Upgrades to latest Sensus FlexWare Software releases
iv. Providing FCC spectrum, pursuant to the terms of the spectrum lease, to operate the
AMI System (for USA customers).
v. Providing remote firmware maintenance for FlexNet Base Stations and SmartPoint
Modules (Customer must provide IP access to each FlexNet Base Station in order to
perform secure shell (SSH) functions).
vi. Providing certain third party software required to operate the RNI (specifically,
Microsoft SQL server, Microsoft Windows Server, Red Hat Linux OS, and other
Bundled Software)
vii. Providing secure Web portal access to the hosted FlexWare Software application for
the Customer (Customer system administrator grants RNI access to authorized
Customer personnel as they are added).
viii Submitting a "daily reading file" in standard file format containing hourly consumption
reads and all available alarms collected by the AMI System, including exception
reports, such as zero consumption reads and non - responding meters (including
traceability to the meter location when the meter installer provides the location
information).
ix 24x7x365 server and network monitoring and trouble ticket generation, advanced
security monitoring and preventative maintenance monitoring using diagnostic
software tools
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x Network optimization after the final propagation study and FlexNet Base Station site
plan is verified by Sensus, and network tuning of endpoints deployed in the service
area
xi Performing daily off -site vaulting of encrypted backup tapes containing one year of
history for auditing purposes.
xii. Providing current Sensus fixed base reporting software (for up to 50,000 SmartPoint
Modules) for up to thirteen (13) months of hourly data retention for basic reporting,
route processing and querying functionality.
xiii Providing telephone support consistent with the Sensus Customer Support
Procedures as set forth in Exhibit G.
xiv Providing "hot failover" disaster recovery solution within twenty four (24) hours.
xv Providing FlexNet Base Station parts repair or replacement, at Sensus' discretion
This excludes field repair labor and field maintenance labor.
2. "Hosting & Support Services" does not include any of the following services
Normal periodic processing of accounts or readings for Customer's billing system for
billing or other analysis purposes (other than daily file delivery)
ii Field labor to troubleshoot any Smart Point Modules in the field in meter populations
that have been previously accepted.
111 First response labor to troubleshoot FlexNet Base Station, Echo Transceivers,
Remote Transceivers or other field network equipment.
iv Parts or labor required to repair damage to any field network equipment that is the
result of a Force Majeure event
v Customer understands that the Sensus route manager meter data management
(MDM) application is limited to 50,000 or fewer Smart Point Modules, and Customer
must utilize an enterprise MDMS (or other suitable solution) to manage reading data
when system size exceeds 50,000 Smart Point Modules.
If an item is not listed in subparagraphs (1) or (2) above, such item is excluded from the Hosting
& Support Services and is subject to additional pricing.
II. Further Agreements
A. System Uptime Rate
1. Sensus (or its contractor) shall host the FlexWare Software application on computers
owned or controlled by Sensus (or its contractors) and shall provide Customer access to
the hosted FlexWare Software application via Internet or point to point connection (i.e.,
Hosted - 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 shall be calculated as follows
System Uptime Rate =
100 x (TMO — Total Non - Scheduled Downtime minutes in the Month)
TMO
2 Calculations
Page 17 of 39
sEnsus
s:!
. .
"Targeted Minutes of Operation" or "TMO" means total minutes in the
applicable month ( "Month ") minus the Scheduled Downtime in the Month.
ii. "Scheduled Downtime" means the number of minutes during the Month, as
measured by Sensus, in which access to the FlexWare Software 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.
111. "Non Scheduled Downtime" means the number of minutes during the Month, as
measured by Sensus, in which access to FlexWare Software 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).
3. Exceptions. "Exceptions" mean the following events.
I. Force Majeure,
II Emergency Work, as defined below, and
Lack of Internet Availability, as described below.
4 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 Host Systems or the
FlexWare Software ( "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, matenals and systems through
which access to and /or use of the FlexWare Software by the Customer is made available
(the "Host Systems "). Sensus shall endeavor to provide advance notice of such
Emergency Work to Customer when practicable and possible.
5 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. Host Site- Security. Although Sensus may modify such security arrangements without consent
or notice to Customer, Customer acknowledges the following are the current arrangements
regarding physical access to and support of the primary hardware components of the Host
Systems
1 The computer room(s) in which the hardware is installed is accessible only to authorized
Individuals.
Page 18 of 39
sEnsus
2. Power infrastructure includes one or more uninterruptible power supply (UPS) devices
and diesel generators or other alternative power for back -up electrical power
3. 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
4 Such electrical and NC systems are monitored on an ongoing basis and personnel are
available to respond to system emergencies Of any) in real time
5. Dry pipe pre - action fire detection and suppression systems are provided.
6 Data circuits are available via multiple providers and diverse paths, giving access
redundancy.
C. Responsibilities of Customer
1. Customer shall pay all hosting & support fees according to the pricing schedule in Exhibit
B
2. Customer may not (i) carelessly, knowingly, intentionally or maliciously threaten, disrupt,
harm, abuse or interfere with the FlexWare Software, Host 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 (111) forge, falsify, disguise or otherwise manipulate any identification information
associated with Customer's access to or use of the FlexWare Software application
3. 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
FlexWare application hosted by Sensus, and (ii) Customer's network router and firewall, if
applicable, to allow data to flow between the Customer's Systems and Sensus' Host
Systems in a secure mariner via the public Internet.
4. Each of Customer's authorized users will receive a username and password upon
completion of the applicable Sensus registration process ( "Authorized Users ") Such
usernames and passwords will allow Authorized Users to access the FlexWare Software
application. 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 ail acts and omissions that occur through the use of Customer's account
and any user ID and password pairs. Customer agrees (i) not to allow anyone other than
the Authorized Users to have any access to, or use of Customer's account or any user ID
and password pairs at any time; (u) 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 FlexWare Software application and Host Systems at the end of each
session. Customer agrees that Sensus shall be entitled to rely, without inquiry, on the
validity of the user accessing the FlexWare Software application through Customer's
account, account ID, usernames or passwords
Page 19 of 39
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D. Disaster Recovery. In the case of a disaster and Toss of access to or use of the FlexWare
Software application, Sensus shall use commercially reasonable efforts to restore operations at
the same location or at a backup location within twenty four (24) hours. Customer acknowledges
and agrees that such an event may result in partial or degraded service when restored. The pre -
disaster /loss level of service shall be restored as a soon as commercially reasonable
Page 20 of 39
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sEnsus
Exhibit E
FCC Licenses
Call Sign Number Channel Market Name
Number Block
Page 21 of 39
s ! nsus
Exhibit F
Statement of Work
General Responsibilities
Sensus will:
1 Provide a project manager to coordinate all FlexNet installation activities with Customer and be
the main contact point between Customer and Sensus during deployment. The project manager
will also coordinate all installation activities with the Sensus field engineers and contract
installation crews hired by Sensus to install any equipment that is the responsibility of Sensus.
For clarity, the Sensus project manager is not responsible for the installation of, or the
coordination of the installation of, any meters or Smart Point Modules.
2 Conduct a propagation study to determine the locations best suited for installation of the FlexNet
Base Station's and to ensure proper communications with end point transmitters and the RNI
Customer will:
1. Provide a key point of contact for project management activities to work with the Sensus project
manager to help facilitate a timely installation of the FlexNet system
2. Provide Sensus a map of its Service Territory with latitude and longitude ( "lat/lon ") coordinates of
its Service Territory boundaries, a list of meter locations, and a list of preferred Customer tower
locations
3. Work with Sensus 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 shall
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 responsible for monthly fees associated with 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.
6. Purchase any routers, hubs, mounting equipment, uninterruptible power supply 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.
Page 22 of 39
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sEnsus
RNI Responsibilities
Sensus will:
1. Install the RNI hardware. The RNI consists of two servers which have mounting hardware and
can be installed into a standard rack or rack cabinet If Customer has a suitable rack cabinet with
adequate space, then Sensus can install the hardware on such rack, if approved by Customer.
Each server requires 1 rack space (3 rack spaces would be needed to accommodate ancillary
equipment). Customer will instruct Sensus as to the desired location for the RNI installation.
2 Supply and configure the RNI hardware and data management software necessary to operate
on the RNI hardware.
3. Stage all Software and configure the RNI hardware for operation with the AMI System
4. Install the RNI hardware, test, and verify proper network connectivity to access the FlexNet
Base Station.
5. Commission the RNI hardware and software and provide training to operate the software and
manage the RNI to identified personnel at Customer's location.
Customer will:
1 Purchase all needed RNI computer equipment
2 Provide a location for the RNI servers.
3 Provide a cabinet to house the servers when rack space is not available.
4. Provide the network cabling from servers to a network router
5. Be responsible for fees associated with acquiring and maintaining the static IP addresses
needed to access network equipment located at the FlexNet Base Station site.
6 Provide the necessary static IP addresses for the AMI System components.
7. Provide a power source for the RNI hardware equipment.
8 Secure a suitable contractor to connect the data management software to the billing system to
allow for data to be imported for billing purposes.
9. Allow a minimum of thirty (30) to forty-five (45) days from the time the FlexNet Base Station, RNI
and sufficient endpoints have been operational before requiring that data be used for billing
purposes
10. Provide any necessary equipment should the Customer require system backup.
11. Perform system backup on a regular basis as recommended by Sensus.
12. Be responsible to assure that the servers provided for the FlexWare Software application are
provided for the exclusive use of the AMI System. Customer cannot add, and /or delete
applications within the FlexWare Software or the servers that house the software without the prior,
written approval of Sensus.
13. Provide 24x7x365 high speed VPN connection to the RNI computer and FlexNet Base Station
network by authorized Sensus AMR Technical Services personnel for the purpose of performing
system maintenance, troubleshooting and system monitoring (if Customer prefers, they can
require that Sensus personnel coordinate with them to have a remote login port opened only
dunng the period Sensus requires access)
Page 23 of 39
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FlexNet Base Station Site Responsibilities
Sensus will:
1. Determine the correct FlexNet Base Station configuration for the project and provide project
management for the deployment of FlexNet Base Stations. 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
b) 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 Kits for 7/8" 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.
j) Equipment required to pickup, transport and install FlexNet Base Station on Platform.
k) 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 all 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 if 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 Sensus 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 polyphaser entry port of FlexNet Base Station duplexer
15 Ground the FlexNet Base Station to common ground with appropriate #6 ground wire and
appropriate ground Tugs.
16 Program and commission the FlexNet Base Station for proper operation.
Page 24 of 39
sEnsus
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 /extenor coatings on water tanks that result
from welding of antenna mounts to tanks Parties will mutually agree to a scope of work prior to
installation
20. Assume responsibility for damage to tower structure and equipment resulting from inferior
workmanship
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. The Ethernet connector on the FlexNet Base Station unit is an RJ-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 doors, and an available 120V grounded outlet within 10 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 concrete support pad or
suitable steel support structure with a minimum loading capacity of 6001b./ 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 all 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.
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 consult 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 from the network service provider access
Page 25 of 39
sEnsus
link 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. At a minimum,
the material should consist of # 4 or #2 stranded copper wire which will connect to the FlexNet
Base Station
8 Provide access to a proper ground field at the FlexNet Base Station site to enable Sensus 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.
Echo Transceiver / Remote Transceiver Responsibilities
Sensus will:
1 Provide mounting brackets for installation
2 Identify the optimum location to install the Echo Transceiver /Remote Transceiver and
communicate those locations to Customer
3 Echo Transceiver /Remote Transceiver locations will be identified only after sufficient FlexNet
Base Station's 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.
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 can 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 Transceiver locations and be
responsible for any and all recurring electricity charges for Echo Transceiver /Remote
Transceiver operations.
5. Be responsible for on -going maintenance and support of the equipment after installation
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............................. .......
Endpoints & Field Installation Responsibilities
Customer will:
1 Purchase Endpoints "Endpoint ", in this Exhibit only, means a Sensus meter or a Sensus
Smart Point Module installed on a third party meter
2 Install or hire a qualified installation contractor to install all Endpoints to be used in the AMI
System
3 Be responsible for quality assurance for their personnel and /or an installation contractor as it
relates to proper installation of Endpoints
4 Visit and troubleshoot Endpoints that are not reporting into the system. Investigate any non -
reporting Endpoints to ensure that there are no cut wires, improper installations, improper
programming and resolve all data entry errors in the system.
5. Assign an internal and /or installation contractor auditor to ensure installation work is correct
Sensus will train this individual to properly 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.
6. Once the installer has completed troubleshooting of installation issues, Sensus will investigate the
remaining Endpoints to identify and fix any coverage issues
7. Coordinate with Sensus to establish the Endpoints installation schedule, shipment quantities, and
overall project timeline.
8 Be responsible to rent or purchase approved handheld programming devices in sufficient quantities to
meet the demands of the installers
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Exhibit G
Customer Support
1. Introduction
1 1. Purpose.
The purpose of this document is to outline Sensus Technical Services procedures for
identifying, tracking, escalating, and resolving user issues
1.2. Function.
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 troubleshooting /analysis 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.
The following sections categorize and describe levels of support and procedures
2. Support Categories
2.1 General questions regarding functionality, use of product, how -to, and requests for
assistance on Sensus AMR, AMI, RF Network Equipment, Metering Products, Sensus
Lighting Control, and Demand Response Management System (FlexNet Home)
2.2. Proactive reporting and resolution of problems.
2 3. Reactive reporting to isolate, document, and solve reported hardware /software defects
2 4. Responding to service requests and product changes.
2 5 Addressing customer inquiries with printed or electronic documentation, examples, or
additional explanation /clarification.
3. Support Hours
3.1. Standard Support Hours Toil -free telephone support (1- 800 -638 -3748 option #2) is available
Monday thru Friday from 8 OOAM EST to 6.00PM EST. After - hours, holiday and weekend
support for Severity 1 and Severity 2 issues is available by calling 1 -800- 638 -3748, option #8
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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 SensusCare 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 seventy levels will be mutually agreed upon by both parties
(either at the time the issue is entered or prior to upgrading or downgrading an existing issue)
using the severity definitions below as a guideline. The severity level is then captured into
SensusCare for ticket creation and resolution processing. Any time during the processing of
this ticket, if the severity level is changed by Sensus, the customer will be updated.
a Severity Levels Description
Sev1 Customer's production system is down The system is unusable resulting in total
disruption of work. No workaround is available and requires immediate attention.
Example Network mass outage, all reading collection devices inoperable, inoperable
head end software (e g., FlexWare, Sensus MDM)
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 -To" questions Brief
description of questions, problem symptoms, or error messages depending on nature of
the incident.
b. Brief description of questions, problem symptoms, or error messages depending on nature
of the incident
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
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the representative a basis and understanding of the account as well as any associated
problems and /or resolutions that have been communicated.
a Technical Services confirms that there is an issue or problem that needs further analysis
to determine its cause. The following information must be collected a detailed description
of the issue's symptoms, details on the software /hardware product and version, a
description of the environment in which the issue arises, and a list of any corrective
action already taken.
b Technical Services will check the internal database and product defect tracking system,
to see if reports of a similar problem exist, and if any working solutions were provided. If
an existing resolution is found that will address the reported issue, it shall be
communicated to the customer. Once it is confirmed that the issue has been resolved,
the ticket is closed.
c. If there is no known defect or support that defines the behavior, Technical Services will
work with the customer to reproduce the issue. If the issue can be reproduced, either at
the customer site or within support center test lab, Technical Services will escalate the
ticket for further investigation / resolution.
If the issue involves units that are considered to be defective with no known reason, the
representative will open a Special Investigation RMA through the SensusCare system If it is
determined that a sample is required for further analysis, the customer will be provided with
instructions that detail where to send the product sample(s) for a root cause analysis Once it
is determined that the issue cannot be resolved by Tier 1 resources, the ticket will be
escalated to Tier 2 support for confirmation /workarounds to resolve immediate issue.
Technical Services will immediately contact the customer to advise of the escalation The
response and escalation times are listed in Section 5. At this time, screen shots, log files,
configuration files, and database backups will be created and attached to the ticket.
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5. Response and Resolution Targets.
Sensus Technical Support will make every reasonable effort to meet the following response and
resolution targets
Severity
Standard Ta rtiet Standard Target Resolution Resolution (one or more of the
Response E Owing)
Immediately assign trained and • Satisfactory workaround is provided
qualified Services Staff to correct • Program patch is provided.
1 30 Minutes the error on an expedited basis • Fix incorporated into future release
Provide ongoing communication on • Fix or workaround incorporated into
the status of a correction. SensusCare Knowledge Base.
• Satisfactory workaround is provided
Assign trained and qualified Ser- • Program patch is provided
vices Staff to correct the error
2 4 hours Provide communication as updates • Fix incorporated into future release
occur. • Fix or workaround incorporated into
SensusCare Knowledge Base
• Answer to question is provided
• Satisfactory workaround is provided
3 1 Business Day 90 business days • Fix or workaround incorporated into
SensusCare Knowledge Base
• Fix incorporated into future release
• Answer to question is provided
4 2 Business Days 12 months • Fix or workaround incorporated into
SensusCare Knowledge Base
6. Problem Escalation Process.
6 1. If the normal support process does not produce the desired results, or if the seventy has
changed, the issue may be escalated as follows to a higher level of authority
6 1.1. Severity 1 issues are escalated by Sales or Technical Services to a Supervisor if not
resolved within 2 hours, to the Manager level if not resolved within 4 hours, to the
Director level if not resolved within the same business day; and to the VP level if not
resolved within 24 hours
61.2. A customer may escalate an issue by calling 1- 800 - 638 -3748, Option 2. Please
specify the SensusCare 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 SensusCare ticket to Manager
of Technical Services (1 -800- 638 -3748, Option 2)
7. General Support Provisions and Exclusions.
7.1 A Dell - provided three -year ProSupport hardware service plan plus a 4 hour "Mission
Critical" upgrade accompanies the server /system hardware that Sensus procures on
behalf of the customer. Sensus does not warrant third party server hardware. The
customer may renew the ProSupport service plan directly with Dell. The "Dell Master
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Services Agreement" and "Pro Support for IT Services Descnption" documents may be
found at www.dell.com /service contracts.
7.2 Sensus procures certain third party software licenses (e.g. Red Hat Enterprise Linux)
required to operate the FlexNet -based applications on the Dell hardware. Sensus registers
all the applicable third party software licenses in the customer's name and ships all
documentation and licensing information to the customer with the server The customer is
responsible for maintaining all third party software licenses
7.3 In the event of a server hardware failure at the customer site, Sensus will provide
replacement Sensus proprietary software (e g., FlexWare) either on digital media or
downloadable from an Internet site, as necessary. The method of software redistribution is
at Sensus' discretion The customer is responsible for re- installing the replacement
software. Sensus installation support is not covered under this standard customer support
program but may be provided as a fee -based service
7.4. Sensus provides online documentation for Sensus products through the Sensus User
Forum (http / /myflexnetsystem.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 shall provide names and email accounts to Sensus so Sensus may provide
access to the Portal
7.5 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.
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Exhibit H
Customer Acceptance Plan (CAP)
The objective of the CAP is to verify that the AMI System will operate and meet or exceed the criteria set
forth in this Exhibit All capitalized words not defined in this Exhibit shall have the meaning set forth in the
Agreement to which this Exhibit is attached. The CAP shall consist of the Test Equipment, as defined
below, and such additional goods as set forth below. The parties will jointly administer the CAP.
Customer may choose to waive testing of any requirement if it believes that such testing is unnecessary
Should any specific test be waived, such test shall be deemed to have passed.
"Test Equipment" means the quantity and types of Server Hardware and RF Field Equipment set forth in
the final version of Customer's propagation study, as provided by Sensus
For all tests below, Sensus will calculate the applicable performance requirements using the existing
software features within the AMI System Unless stated otherwise below, any disputes regarding the
performance of the AMI System shall be settled using printouts of meter read data from the RNI's
database ( "RNI Database ").
1. Water Acceptance Test
The objective of Water Acceptance Test is to verify that the water meters and water Smart Point Modules
in the AMI System, when actually installed in specific, mutually agreed reading routes (each a "Route "),
will operate and meet or exceed the criteria set forth below. The test is intended to provide incremental
acceptance of distinctly defined geographical areas and populations of meters Each Route shall contain
a statistical sample of water Available Meters ( "Water Route Units ") Water Route Units only includes the
water Available Meters installed in the applicable Route. The parties will mutually agree to each Route
Before beginning the Water Acceptance Test, the Test Equipment must be installed in locations defined
in the propagation study Additionally, all Water Route Units must be installed. Customer shall send
written notice to Sensus once all Water Route Units are installed ( "Water Deployment Date ")
Within thirty (30) days of the Water Deployment Date, the parties shall begin the Water Acceptance Test
on the Water Route Units. For purposes of clarity, the tests in this section shall only be conducted on
Water Route Units, and Water Route Units shall only include deployed water Available Meters Customer
and Sensus shall work in good faith to undertake reasonable efforts to complete the Water Acceptance
Test no later than thirty (30) days after commencement of testing. The Water Acceptance Test shall
consist of only one test Water Read Success.
A. Testing Specifications - Water Read Success
The Water Read Success will test whether water Available Meters deliver billing reads within the
Billing Window. Water Read Success shall only include Water Route Units that are Available Meters
throughout the entire Billing Window This test is achieved when Water Read Success reaches a
level of 98.5% successful reads during a Billing Window that begins on a mutually agreed upon date.
Water Read Success = 100 x ((number of Water Route Units read during the Billing Window) / (Water
Route Units population)).
If Water Read Success is equal or greater than 98.5, then Customer shall promptly issue written
notice to Sensus that Sensus has successfully completed the Water Read Success test for the
applicable Route Such notice shall specify the applicable Route and shall state the date on which
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MIMI
the Water Read Success test was successfully completed If such notice is not provided to Sensus
within five days after successful completion of the Water Acceptance Test for an applicable route,
then the test shall be deemed completed and maintenance responsibility will pass to Customer at that
time This process shall continue until all Routes have successfully completed the Water Acceptance
Test.
B. Completion of Water Acceptance Test
Once all Routes have successfully completed the Water Acceptance Test, Customer shall promptly
issue written notice to Sensus that Sensus has successfully completed the Water Acceptance Test
for all Routes. Such notice shall specifically state that the test is successfully completed for all
Routes, and shall state the date on which the test was completed for all Routes. If such notice is not
provided to Sensus within five days after successful completion of the Water Acceptance Test, then
the test shall be deemed completed
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Exhibit 1
Terms and Trademarks
1. "Affiliate" of a party means any other entity controlling, controlled by, or under common control with such
party, where "control" of an entity means the ownership, directly or indirectly, of 50% or more of either, (i)
the shares or other equity in such entity, or (ii) the voting rights in such entity.
2. "AM/ System" identifies the Sensus FlexNet Advanced Meter Infrastructure System comprised of the
Smart Point Modules, RF Field Equipment, Server Hardware, software licenses, FCC licenses, and other
equipment provided to Customer hereunder. The AMI System only includes the foregoing, as provided by
Sensus. The AMI System does not include goods, equipment, software, licenses or rights provided by a
third party or parties to this Agreement.
3. "Available Meter" means an installed Sensus FlexNet meter or a Sensus Smart Point 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 Smart Point Modules on third party meters) and which satisfies all of the
following criteria
A it functions properly, is powered and is not a damaged or failed meter
B it is in a deployment area of meters for Customer such that a sufficient number of two -way meters are
in range of each other,
C it is serviced by a tower FlexNet Base Station or Echo Transceiver or Remote Transceiver that has not
been subjected to a power failure greater than eight (8) total hours,
D. neither it nor the FlexNet Base Station, Echo Transceiver or any other network equipment that serves
that meter has been affected by a Force Majeure event,
E. illegal or unauthonzed jamming of the radio spectrum is not preventing or interfering with radio
communication to or from the meter,
F it is installed in the Service Territory,
G it has not been reported to Customer under Sensus' or Customer's preventative maintenance,
H its functioning or performance has not been adversely affected by a failure of Customer to perform its
obligations or tasks for which it is responsible under this Agreement,
I. 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
Sensus AMI System, and
J it has been installed in compliance with the procedures and specifications approved by Customer and
Sensus
4. "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.
5. "CPP' means 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 Any CPI increases called forth in this Agreement shall be calculated to the third decimal point (e.g.
2.576 %).
6. "Echo Transceiver" identifies the Sensus standalone, mounted relay device that takes the radio frequency
readings from the SmartPoint Modules and relays them by radio frequency to the relevant FlexNet Base
Station
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7. "End User" means any end user of electricity/water /gas that pays Customer for the consumption of
electncity/water /gas, as applicable
8. "Field Devices" means the meters and SmartPoint Modules
9. "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.
10. "FlexWareT" Software" identifies the Sensus software listed in Exhibit C under the heading "FIexWareTM
Software" and any Updates and purchased Upgrades to such software
11. "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.
12. "Intellectual Property" means patents and patent applications, inventions (whether patentable or not),
trademarks, service marks, trade dress, copyrights, trade secrets, know -how, data nghts, specifications,
drawings, designs, maskwork rights, moral nghts, author's rights, and other intellectual property rights, 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 or
jurisdiction, any registrations or applications thereof, and all goodwill pertinent thereto.
13. "Ongoing Fee" means the annual or monthly fees, as applicable, to be paid by Customer during the Term
as set forth on Exhibit B.
14. "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
15. "RF Field Equipment" means, collectively, FlexNet Base Stations, Echo Transceivers and Remote
Transceivers
16. "RNI' 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.
17. "Service Territory" means the geographic area described in Exhibit A
18. "Server Hardware" means the RNI hardware
19. "SmartPointTM Modules" identifies the Sensus transmission devices installed 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
20. "Software" means the Sensus software listed in Exhibit C under the heading "Sensus Software List" and
any Updates and purchased Upgrades to such software.
21. "TouchCoupler Unit' identifies an inductive coupler connection from a water register to the SmartPoint
Module
22. "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,
and /or any system or meter maintenance issue that precludes the meter from transmitting its message to
the network. Examples of Unavailable Meters include
A. Cut At Pole — a meter for which power has been turned off to the socket by Customer
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B Booted on Line Side – nominally a meter for which power has been turned off by placing "boots" in the
socket from which the power to the meter has effectively been turned off.
C. Failed or flawed power delivery to the meter socket – Customer power generation, distribution or
delivery system failure that has effectively turned off power to the socket and /or meter.
D Tampered Meters – sockets, meters or distribution assets that have been modified by unauthorized
personnel rendering the meter incapable of providing accurate usage readings from that meter
E Broken TouchCoupler unit — the TouchCoupler unit is damaged by intentional or unintentional acts.
F Broken Clip — the clip that holds the TouchCoupler unit into the radio package housing is broken and
the unit can not complete the inductive electrical connection
G. Improper installation of the TouchCoupler unit — the TouchCoupler unit is not pushed all the way into
the housing clip causing the unit to not be able to complete the inductive electrical connection
H. 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.
I Radio unit not securely attached to the Antenna unit — The water -proof Smart Point Module housing is
not properly installed and secured to the antenna unit
J Damaged antenna - the unit's antenna is damaged by intentional or unintentional acts.`
K Damaged radio package — the unit's water -proof radio package is damaged by intentional or
unintentional acts.
L 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.
M. Phantom Units — the unit is removed from the system but is still transmitting and being heard by the
system
N Other Installation Defect —the unit is otherwise installed improperly so that it does not communicate
with the FlexNet Base Station.
23. "Updates" means patches or other maintenance releases of the Software that correct processing errors
and other faults and defects found in the last two previous minor or major releases of the Software
24. "Upgrades" means all releases of new versions of the Software which constitute a significant improvement
in functionality or architecture of the Software.
25. "WAN BackhauP' means the communication link between the FlexNet Base Stations and Remote
Transceivers and the RNI.
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Exhibit J
Catastrophic Warranty
Sensus provides the following Catastrophic Warranty on SmartPoint Modules sold or otherwise provided
to Customer pursuant to this Agreement (for this Exhibit J only, "Units "). The Catastrophic Warranty
applies only to Smart Point Modules that are connected to Sensus meters and does not apply to any third
party meters. Furthermore, this Catastrophic Warranty does not apply to Smart Point Modules (or other
equipment) that was purchased or obtained prior to or otherwise outside of this Agreement.
As used herein, "Failure" and "Fail" means a malfunction that would be covered by the Base Warranty
had it occurred within the Base Warranty period. That is to say, all limitations on and exceptions to the
Base Warranty apply to this Catastrophic Warranty
The "Base Warranty" is included in the Terms of Sale, and is also available at,
http / /www sensus com /Module /Cataloq /File =10, or available at 1 - 800 - METER -
Starting on the Warranty Trigger Date, for the Catastrophic Term, in the event that more than four percent
(4 %) of the entire population of Sensus Units fail within one Warranty Year, then Sensus shall (i) repair or
replace all Units over the 4% failure rate at its own cost; and (ii) pay twenty dollars ($20.00) to Customer
for each failed Unit over 4 %. The number of Units for the 4% baseline in each year is the cumulative
number of SmartPoint Modules installed at the Warranty Trigger Date or the Warranty Year anniversary
immediately preceding the 4% failure baseline point.
The "Warranty Trigger Date" means the earlier of, (a) the date of successful completion of the Customer
Acceptance Plan, or (b) three years after the date the first endpoint purchased by Customer is installed.
Customer shall give Sensus written notice promptly after the occurrence of each event above, such notice
shall state the date the event occurred. A "Warranty Year" means the time period from one anniversary of
the Warranty Trigger Date to the next anniversary of the Warranty Trigger Date. The term of the
Catastrophic Warranty runs from the Warranty Trigger Date until the third anniversary of the Warranty
Trigger Date (collectively, the "Catastrophic Term ").
Notwithstanding anything to the contrary, for all Failures under this Catastrophic Warranty
1. Customer bears the total cost of repair and replacement for the first 4% of Units that fail during a
Warranty Year, unless the relevant Unit is covered under the Base Warranty, in which case the
terms of the Base Warranty will control.
2. Customer bears the cost of field labor for diagnostics, removal and installation of replacement
equipment.
3. Customer pays the RMA freight to return the equipment to Sensus Sensus pays RMA freight
back out to Customer.
4. Equipment is returned via the Sensus On -line RMA process
Neither the Base Warranty nor the Catastrophic Warranty covers Units damaged by a Force Majeure, as
defined in the Terms of Sale
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